Professional Documents
Culture Documents
Trump Hotels and Casino Resorts Inc
Trump Hotels and Casino Resorts Inc
Trump Hotels and Casino Resorts Inc
Before the
ADMINISTRATIVE PROCEEDING
FileNa. 3-10680
----x
l.n the Matter of
ORDER INSTITUTING
CEASE-AND-DESIST
TRUMP HOTELS & PROCEEDINGS
CASINO RESORTS. INC., PURSUANT TO SECTION
21 C OF THE SECURITIES
EXCHANGE ACT OF 1934,
Respondent. MAKING FINDINGS, AND
ISSUING CEASE-AND
- - - - - - - - - - - - - - - - - - - - - - - - - , - - - - ·X DESIST ORDER
).
The Securities and Exchange Corrunission (''Commission") deems it appropriate that ccasc
and-desist proceedings pursuant to Sci;;tion 21C of the Securities E',x.change Act of 1934 ("Exchange
Act') against Respondent Trump Hotels &. Casino Resorts, Inc. ("Tl!CR" or "the Company") be, and
hereby are, instituted.
n.
1n anticipation cf the institution of these cease-and~desist proceedings, THCR has submitted an
Offer of Settlement ("Offer"), which the Commission has determined to accept Solely for the purpose
of these proceedings and any oth'er proceedings brought by or on behalf of the Commission, or ir1 which
the Commissjon is a party, and without admitting or denying the :findings set forth herein, except that
THCR admits the jurisdiction of the Commission over it aud aver the subject matter of these
proceedings, THCR. by its Offer of Settlement, r;:onsents to the entry of this Order Instituting Cease
and-Desist Proceedings Pursuant to Section 21 C of the Securities Exchange .l\.ct of 1934, Making
Findings, and IsS11ing Cease-and-Desist Order ("Order").
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HI.
011 tile basis of this Order and the Offer, tlte C¢mmission makes the following findings:
SUMMARY
A. On October 25, 1999, THCR issued a. press release announcing its results for the third
quarter of 1999 (the "Earnings Release" or the "Release"). To announce: those results, the Release used
a n·et income figure that differed from net income calculated in conformity with generally accepted
accounting principles ("GAAP"'). Using that non·GAAP figure, the Release touted THCR 's purvortedly
positive operating results for the quarter and stated that the Company had beaten analysts' earnings
expectations.
B. The Earnings Release was materiaUy mieleading bec;;ausc it created the false and
misleading impression that the Company had exceedCd earnings expectations primarily through
operational improvements, when in fact it had not. The Release expressly stated that the net income
figure excluded a one~tirne charge. The statement that. this one-time charge was excluded implied that
no other significant one-time items were included in THCR 1 s stated net income_ Contrary to that
implication, however, the stated net income included an undisclosed one-time gain of Sl 7.2 million.
C. The rnisleading impression created by the reference to the single one-time charge and the
undisclosed inclusion of the one-time gain was reinforced.by the comparison of the stated earnings-per
share .figure with analysts' earnings estimates and by statements in tbe Release that the Company h<1d
been successful in improving its operating pcrfonnance. In fact, without the one~time gain, the
Company's revt::nues and net income would have decreased from the prior year and the Company
would have failed to meet analysts' expectations. The undisclosed on~-time gain was thus rnaleri~l)
because i_t represented the difference bet.¥een positive trends in revenues and earnings and negative
trend$ in revenues and earnings, and the difference between exceeding analysts' expectations and falling
short of them.
SKfTUNG RESPONDt;~IT
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FACTS
F In September 1999, Taj Mahal Associates ("Taj Associates"), a THCR subsidiary, took
over the All Star Caft': located in the Taj Mahal Casino from Planet Hollywood International, lnc. On
September 15, 1999, Taj Associates, Planet Hollywood, and the All Star Cafe, Inc. reached an
agreement pursuant to which, effective September 24, 1999, the All Star Cafe's lease of space at the
Taj Mahal would be terminated and All Star would be relieved of its rental obligations to THCR. In
return, Taj Associates would receive the All Star CafC's leasehold improvements. alterations, and certain
personal property. Because the Taj Mahal was going tQ continue to use the $pace as a restaurant, the
Company's outside auditor advised that Taj Associates should record a..o;; operating income the fair
market value of the leasehold jn1provements, ~Iterations a.nd personal property reverting to Taj
Associates. Based on this advice and on an independent appraisal, and in conformity with GAAP, Taj
Associates {and, on a consolidated basis, THCR) recorded $17.2 mi11ion, the estimated fair n14rkct
value of these assets, as a component of operating income for the third quarter of 1999.
G. On October 25, 1999, THCR issued the Earnings Release, publicly announcing its
results for tl1e third quarter of 1999. The Release, and the accompanying financial data. defined net
income, or net profit, for the quarter as incom1; before a one-time TT.Ump World's Fair closing charge of
$81.4 million. Using this "pro forma" net income, 1 the Releas1;i announced that the Company's quarterly
earnings exceeded analysts' expectations, stating:
Net income increased to $14.0 million, or $0.63 per share, before a one~time Trump World's
Fair charge, compared to $5.3 mlllion or$ 0.24 per share in 1998. THCR's earnings per share
of $0.63 exceeded First Call estimates of$0.54.'
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Although neither the text of the Release nor the accompanying financial data used the term "12!2
forma," the net income figure was proforma in that it differed from net income calculated in
conformity with GAAP by excluding the one~titne charge. (Accordingly, the net income figure is
hereafter refened to as "pro fortna net income'~ and the e.arnlngs-per~share figure dedved from the
prp fonna net in~ome i:i referred to as "proforma EPS.n) The Release also used another m
ll.>r!!!i! figure, EB11DA, which it defined as earnings betOre interest, taxes, depreciation,
amortization, ¢0rporatc expGTISCS and the $81.4 mtl1ion 'frunlp World's Fait closu1g ch..arge,
The financial data contained in the Relea~e also included figures for net income (Joss) ;;tnd earnings
per share for the quarter that, in compllan(:e with GAAP, included the World's Fair charge_ Those
tig\lrcs were, respectively, a loss of $67.4 million and eamingi; per share o.f ~$3.04_
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H. The Release fostered the false and misleading impression that the positive results and
improvement from tlJird~quarter 1998 announced by the Conipany were primarily the result of
operational improvements. In the Release, THCR's chief executive officer ("CEO") was quoted as
saying:
Our focus in 1999 was three-fold: first, to increase our operating margins at each operatlng
entity; second, to decrease our marketing costs; and third, to increase our cash sales from our
non~ca.sino Qperations. We have succeeded in achieving positive results in each of the three
categories. The: third quarter and nine month results for the company indicate that we have
successfully instiluled the programs tl1a.t we focused on during 1999.
I. The Release failed to disclose, however, that the Company's prn..fQmla net income for
the qumter included the one-time gain resulting from the All Star Cafe lease termination. Accordingly, it
(ailed to disclose the impact of that $17.2 million on.e·time gain upon the Company's $14 million R!Q.
form.a net inc(lme or upon any of th~ oilier figures cited in the: Release. Not only was there no men6on
of the one-time gain in the text of the
' .
Release, but the financial data included in the Release gave no
..
indication of it, because, as discussed belov.') all revenue items were reflected in a single line jtem .
J. In fact, quarterly pro form.a results that excluded the one·time gain as well as the one
time charge would have reflected a d~cline in revenues and net income and would have failed to meet
analysts' expectations. The table below illustrat~s the impact of the one~time gain on the trends reported
in the Earnings Release:
K. The Earnings Release was rnisleading_ The Release-used pro fonna ;ourobers that
implied that all significant one-time items had been excluded, when they had not. The Release compared
the pro fonna EPS to analysts' expectations for quarterly EPS, which are generally aud were in this case
calculated on the basis of continuing business operations, thus reinforcing the false implication that all
onc·time items had been excluded. Moreover, the Release highlighted improvements in the Company's
opcralioos 1 i.e., Lhe Company's increased operating margins, decreased marketing costs, and increased
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ca..;;h sales from non-casino operations, 3 By making these representations about THCR 's quarterly
performance, without disclosing the existence or impact of the one~time gain. the Release created the
false and misleading i1npression that the Company's third~quarter results had improved over the results
for third~quarter 1998 and had exceeded analysts' expectations primarily because management had
been effe(.tive in in1proving the Company's operating perfonnance. 4
L. Historically. THCR announced its quarterly results in an earnings release that included
financial data presented in a format similar to that of a. Form 10-Q or Form 10-K financial statement
Among other things. ftnancial data in these earlier earnings releases itemized revenues (on a Company~
wide basis and also by property) by 11 Casino, 11 ,.Rooms," "Food & Beverage," and ''Other." In.the third
quarter of 1999, however, at the directioti of the Company's CE0 1 md following similar models used by
some of THCR's competitors, the Company adopted a less detailed, at "streamlined," format for the
financial data contained in its earnings releases. Unlike the more detailed fonnat used in earlier quartc:rsj
the new, streamlined format did not break out ~evenue items, but instead disclosed revenue as a single
line item for each casino. Thusi the streamlined fonnat did not break out 11other revenue," the hne·item
class1fic"tion in which the $17 million one-time All Star CafC gain would have been reported under the
old format
N. When the Release was i.s~ued, THCR knew that the estimated fair market value of the
AJl Star Caf6 lea...;e termination would be recorded as part of operating income for third~quarter 1999
Although the statements about increased operating margins, decreased marketing costs, and
lncreased cash sales from non~casino operations were nominally true, in the conrext of the
Earnings Release they were misleading, bec:nuse, without the $17.2 million one~time ea.in, the
increas(ls in margins and cash from non.casino operations were negligible. Excluding the one.time
gain, THCR's operating margins increased by 0.4% from third~quaner 1998 and its non~gaming
revenue increased by $1,8 million, or approximately 2.25%. The Company's marketing costs (as
represent-ed by promotional allowances) decreased by approximately $549,000, or approximately
1%.
Se.~ note 1, infra (noting that the fin;t research report by Deutsche Banc after the issuance of the
Earnings Release had reported that the Company's $0,63 third~quarter EPS was driven by margin
gains).
1n addition, after the events at issue1 the Company established a procedure by which earnings
releases are reviewed by the Audit Committee before they are issued.
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and that the estimated fair market value of the transaction was $17 .2 milljort The Company also knew
that the Eamlng5 Release used a pro fo:qna net income figure that expressly excluded the $81.4 million
one~time charge but did not dis<; Jose the existence or impai;t of the $17.2 million one~time gain.
0. At 10:00 a.m. on October 25, 1999, the day the Earnings Release was issued, THCR
held a confere.nce call with analysts. During the call, the CEO told the analysts that increasing non,
casino sales at the Taj Mahal had been a priority over the past year, and cited the Taj Mahal's third
quarter revenues as evidence that the emphasis had paid off. The CEO did not say that the Taj Ma.ha! 's
nonRcasino revenue had increased primarily because of the All Star Ca.CC transa.ctiOn. 6
P. Irnmediat¢ly after the issuance of the Ea.mings Release and the confereni::e call, analysts
began asking questions about the d.etails of the Company's increase in revenues. Within hours of the
conference call, THCR's CFO spoke to several analysts who called with questions about specific
aspects of Company's third~quartet results, and he provided them with infonnation about the All Star
Cafe gain. OveJ the next few days, additional analysts raised questions about the quarterly results, and
the Jack of detail in the Earnings Release. As a result, the Company's CFO and Treasure_r attempted ta
speak to every analyst who had been on the conferenee call to explain the All Star Caft': transaction In
addition. the (:ompany decided to accelerate the filing of its 1O~Q for the quarter, which would contain a
description of the one~tirne gain.
Q. After learning about the one·time gain, certai11 aQalysts informed their clients of its
impact. One analyst at Bear, Steams & Co. notified his clients on October 27, 1999 that the increased
third~quartcr EPS resulted from the inclusion in revt:nue of the one-titne All Star Cafe gain.. On October
28th, analysts at Deutsche Banc Alex Brown issued a report on the effect of the one-time gain, which
was disseminated to subscribers to Deutsche Banc research over the First Call Research Network, The
Deutsche Banc analysts reported that Company management had disclosed that day that roughly $0.47
of the $0.63 third-quarter J.lliLfonna EPS the Company had previously reported "were not oper,i.ting
EPS but were .actually the result of a.n accounting gain." The analysts determined that after backing otn.
the one-time $17 1nillion gain, THCR 1 s net revenues would have fallen 2.7 o/o, rather than rising 1.5 o/,, as
they did. vw·hen the one-tirne gain wa..-; included. The Deutsche Banc report also explained that, without
tlie one*time gain, the Company experienced negative trends in Company-wide cash flows aud margins,
as well as in Taj Associates' revenues from operations, rather than the positive trends indicated by the
Earnings Release. Adjusting for the impact of the one-time gain. the Deutsche Banc analysts lowered
Without the $17.2 miUion one~time gain, non~casino sale.sat the Taj Mahal increased by only
$300,000, or less than one percent, from thbd·quarter 1998 to third~quart¢T 1999.
their 1999 EPS estimate from -$1.17, contained in their initial report on THCR's third-quarter results, to
-$1.64. 7
R. On October 25c\ tl1e day the Earnings Release was issued, the price of th~ Company 1s
stock rose 7.& o/a (from$ 4 to$ 4.3125), on volume apvroximately five times the previous day's
volume'. On October 281ti, the day of the second Deutsche Banc analysts' report, the stock price fell
approximately 6o/o, on volume approximately four times the previous day's volume.a:
S. On November 4, 1999, THCR filed its quarterly report on Form IO-Q. The 10-Q
discloSed the existence and amount of the one~time gain in a footnote to the finant,ial .statements.
IHCR Violate.d Section IO!bl of the Exchan2e Act and Rule l Ob-S Th~reuuder
'f, Section 1O(b) of the Exchat1ge Act and Rule lOb-5 thereunder make it unlawful, in
connection with the purchase or sale of securities. ''to make any untrue statement of a material fact or to
omit to state a material fact necessary in order to make the statements n1ade, in light of the circumstances
under which they were made, not mislOading. 0
U. To violate Section lO(b) of the Exchange Act and Rule JOb-5 thereunder, a
misrepresentation or omission must be material, meaning that a reasonabJe investor would have
considered the misrepresented or omitted fact important when deciding whether to buy, sell or hold the
securities in question. See Basic Inc. v. Levinson, 485 U.S. 224, 231-32, 108 S. Ct. 978, 983 (1988).
To constitute a violation, the material misstatemen_t or omission must he made with scienter. Aaron v.
SEC, 446 U.S. 680, 701-02, 100 S. Ct 1945, 1958 (1980). Scienter can be shown by knowledge of
the misrepresentation and, 1n the Second Circuit, by reckless disregard for the: truth or falsity of a
representation. Sjrota v, Solitron Devices, lrn;,, 673 F.2d 566, 575 (2d Cir. 1982), cel'.J, depjed, 459
U.S. 838 (1982). Recklessness is defined as "conduct which is highly unreasonable and which
represents an extreme departure from the standards of ordinary care ... to the extent that lhe danger
was either known to the defendant or so obvious that the defendant musl have been a.ware of it." Rolfv.
The DeutS'-'·he Bane analysts first issued a report on THCR's third-quarte.r perfonnance (also
disseminated via First Call) on October 261h. The earlier report's he~dline announced that Trump
1-lotcls bad reported third~quarter operating E'PS of $0,63, driven by margin gains. The analysts
had also reported that net revenues were up 1.5%, despite a 1.3 % decline in gaming revenues at
the Company'$ three Atlantic City properties. In the initial report, tht: analysts had said that the net
revenue increase was the result of an -increase in cash flow and profitability at the Atlantic City
properties (including the: Taj Mahal) and concluded that the increase in cash flow indicated that die
Company's emphasis on cost reduction had been. effective. As a result of the reported quarterly
performance, Jn 1he initial report, the Dcutilehe Banc analysts had raised their 1999 EPS cstimale.
October 28 11' \Vas also the date on which a.n article discussing the impact of the one-time gain and
the Co_mpanyis failure to discloir;e it in the Earnings Release appeared in the Atlillltic City Press.
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Blyth. Eastm~rLPillon & Co., 570 F.2d 38, 47 (2d Cir.), ~~rt. denied, 439 l.J.S 1039 (1978); seJl..ilill
S.l'J;:.Y.•..M9.Nl!l\Y, 137 F.3d 732, 741 (2d Cir. 1998) (applying Rcl(reckkssncss standard).
V. Thus, an issuer that knowingly or recklessly makes false or misleading stalements in
public announcements to investors, including press releases and other public statements, violates Section
IO(b) and Rule l0b·5. See SEC v. Koenig, 469 F.2d 198 (2d Cir. 1972); SEC v. Great Affierican
Industries. )nc., 407 F.2d 453 (2d Cir 1967), cert. denied, 395 U.S. 920 (1969). See also SEC v.
Texas Gulf Sulphur Co., 401 F.2d 833, 861-63 (2d Cit 1968) (en bane), cen. denied, 394 U.S. 976
(1969). In Public Statements by Comorate Representatives, Securities Acl Rel. No. 6504 (January
1984), the Commission reminded registrants that Section IO(b) and Rule l Ob-5 apply to all public
statements by persons speaking on behalf ofa public company. The Commission also n1ade clear that
public announcements and press releases constitute public statements. kl See a.ls2 Jn re Carter
Wallace, Inc. Sec. Litjg., 150 F.3d 153 (2d Cir. 1998) (advertisements by issuer can be "in connection
with" the purchase or sale of securities); Sunbea.m Cornoration. Exchange Act Rel_ No. 44305 (M::iy
15, 200l)(iss"er violated Section IO(b) and Rule IOb-5 when it disseminated materially false and
misleading press releases).
W. The omission from the Earnings Relr.::ase of the information that THCR's pro fonna net
income included a $17.2 million one-time gain was misleading, for several reasons. 9 Absent disclosure
to the contrary, the use of proforma numbers in an earnings release reasonably implies that any
adjustments to GAAP numbers were made on a consistent basis and do not obscure a significant result
or a trend reflected in the GAAP numbers. Here, THCR's express exclusion ofa one-time charge
reasonably implied that no other significant one.time item was includto!d in the P.f.Q..fQ.mJ.§1: net ini;:.ome
figure. This implication was reinforced by the Company's assertions in the Release that its quarterly
results had exceeded analysts' EPS expectations, which are generally, and were in this case, a measure
of expected operating performance. Moreover, the misleading impression created by the use of the E!.Q
~net income figure without disclosing the inclusion of the one-time gain was reinforced by the
statements in the Release about improvements in the Company'.s operating pcrfonnance, specifically,
improvements in operating margins, rni!IkeHng costs, and sales from non-casino Qper,..tions.
X. ltJ. the context of the express exclusion from proforma net income of the one~time
charge1 the comparison to analysts' earnings expectations, and the statements about the Company's
operational improvements, the omission ofinformation about the one~time gain was material, because the
undisclosed one~time gain represented the differencr;-: between positive trends in revenues and earnings
and negative trends in revenues and earnings, and the differen~e between exceeding analysts'
' As explained in note l above, the Earnings Release did not use the term proforma but the figures
in th\,': Release were pro f2rrna numb~rs in that they differed from numbers calculatt::d in
conformity with GAAP. Even if the Release had identified the numbers as proformas, however',
the Release would still have bee11 misleading for the reasons discussed above. The presence or
absence of the term pro foqna is not, in and of itself, dispositivc of the question of whethec an
earnings release or financial statement is misJeading.
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expectations and falling short of them. 'Thus, the omission of intOtmation about the one-time gain
obscured a negative trend and a failure to meet analysts' expectations, and therefore could reasonably
have led analysts and investors to draw false conclusions about THCR 's quarterly results.
Y. 'fHCR, through the 'fHCR officers involved in the drafting and issuance of the Earnings
Release, knew that the estimated fair market value of the All Star Cafe lt::ase temllnation was recorded
as part of operating income fm third-quarter 1999 and that the estimated fair market value of the
transaction was $17.2 million. THCR knew that the Earnings Release used a pro fonna net income
figure that e'1pttssly excluded the one-time charge but did not disclose the existence or impact of the
one~bme gain. Accordingly, THCR knew or recklessly disregarded that the Earnings Release was
materiatly misleading.
Z. While engaged in the c.onduct described above, THCR, directly and indirectly, used the
means or instrumentalities of interstate commerce or the mails.
AA. Based on the foregoing, TIICR violated Section !O(b) of the Exchange Act and Rule
IOb-5 thereunder by knowingly or recklessly issuing the Earnings Release.
IV.
In view of the foregoing, tl1e Commission deems it appropriate to accept the Offer submitted by
THCR and impose the cease-and-desist order specified in the Offer. ln determining to accept the
Offer, the Commission eonsidcrcd remedial acts promptly undertaken by TilCR, and the limited
duration of the violations.
v.
Accordingly. IT IS ORDERED, pursuant to .Section 21 C of the Exchange Ac~ that 'fHCR
cease and desist from committing Qr causing any violation, and any future violation) of Section 1O(b) of
the Exchange Act and Rule I Ob-5 thereunder.
By the Commission.
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• • ;! "' •
SERVICE LIST
Rule 141 of the CQmmission's Rules of Practice provides that the Secretary, or another
\ duly authorized officer of the Commission. shall serve a copy of the Order Instituting Cease-and
Desist Proceedings Pursuant to Section 21 C of the Securities Exchange Act of 1934, Making
Findings, and Issuing Cease~and~Desist ("Order") on each person named as a party in the Order
and their legal agent.
The attached Order has been sent to the following parties and other persons entitled to
noti(;e:
As \Ve discussed, enclosed is a revised proposed Order against your client, Trump Hotels
& Casino Resorts, Inc, and Offer of Settlement reflecting the changes the staff is prepared to make
in response to your con1mcnts, and the conunents of Wilkie Farr that you communicated to rne.
The staff is providing these drafts for settlement purposes only. The contents of the Order
and Offer are neither binding on the Commission nor admissible against the Comn1ission in any
judicial or administrative. proceeding whatsoever. ,<\ny settlen1ent negotiated hy the staff must be
approved by the Cotrunission for the scttlcn1cnt to become effective.
Please call me atl·:oiieubH 7l(CJIif you have any questions, and please call tt)e by close of
business January 3, 2002 to let n1e know if you expect the settlement to be recomtnended to
THCR's board.
Enc.: as indicated
copy faxed to addressee at 305-604-3999 as well
UNITED STATES OF AMERICA
Before the
ADMINISTRATTVE PROCEEDING
File No.
I.
The Securities and Exchange Commission (''Comn1ission'1) deems it appropriate that
cease-and-desist proceedings pursuant to Seclion 21 (~ of the Securities Exchat1ge Act of 1934
("Exchange Act") against Respondent Trump Hotels & Casino Resorts, Inc. ("THCR" or "the
Company") be, and hereby are, instituted.
II.
On the basis of this Order and the Offer, the Commission makes the following ftndings:
SUMMARY
A. On October 25 1 1999, THCR issued a press release aru1ouncing its results for the
third quarter of 1999 (the "Earnings Release" or the "Release"). To announce those results, the
Release used a net incon1c figure that differed frorn net income calculated in accordance with
generally accepted accounting principles (''Cli\~<\P"). Using that nonMGAAP figure, the Release
touted TI-ICR's pi.reportedly positive operating results for lhe quarter and stated that the Co1npany
had beaten analysts 1 earnings expectations.
B. The Earnings Release \Vas materially misleading because it created the false an<l
misleading impression that the Company had exceeded earnings expectations primarily through
operational i1nprove1nents, v.rhen in fact it had not. 'fhe Release expressly stated that the net
income figure excluded a one-time charge. The statcrncnt that this one-time charge was excluded
implied that no other significant one-time items were included in THCR's stated net income.
Contrary to that irnplication, t1owever~ the stated net incornc included an undisclosed one-time
gain of $17.2 million.
C. The rnisleading j1npression created by Lhe reference to the single one-time charge
and the undisclosed inclusion of the one-tilne gain \i.ras reinforced by the cornparison of the slated
eamlngs~per~share figure with analysts' earnings estimates and by statements in the Release that
the Company had been successful in irnproving its operating perforn1ance. In fact, without the
one~time gain, the Company's revenues and net income would have decreased from the prior year
and the Cotnpany would have failed to rneet analysts' cxpectalions. The Wldisclosed one~time
gain was thus n1aterial. because it represented the difference between positive trends in revenues
and earnings and negative trends in revenues and earnings, and the difference between exceeding
analysts' expectations and falling short ofthen1.
SETTLING RESPONDENT
FACTS
G. On October 25, 1999 THCR issued the Earnings Release.. publicly aru1ouncing its
results for the third quarter of 1999. The Release, and the accompanying financial data, defined
net income, or net profit, for the quarter as Jncome before a one~timc Trump World's Fair closing
charge of$81.4 n1iltion. Using this "proforma" net income,1 the Release announced that the
Company's quarterly earnings exceeded analysts' expectations, stating:
Net incon1e increased to $14.0 million, or $0.63 per share, befOre a one-time Trump
World's Fair charge, compared to $5J million or$ 0.24 per share in 1998. THCR's
earnings per share of$0.63 exceeded First Call estimates of $0.54.}
Although neither the text of the Release nor the accompanying financial data used the
term "pro fomla," the net incon1e figure \Vas pro fonna in that it differed from net income
calculated in accordance with GAAP by excluding the oneMtime charge. (Accordingly, the
net income figure is hereafter referred to as "pro fom1a net income" and the eamings-per
sharc figure derived from the pro fonna net incozne is referred lo as upro forrna EPS. ")
The Release also used another pro forma figure, EBITDA, •1-vhich it defined as earnings
before interest, taxes, depreciation, amortization. corporate expenses and the $81.4 million
Trun1p World's Fair closing charge,
The financial data contained in the Release a!sn included figures for net income (loss) and
earnings per share for the quarter that, in compliance with GAAP, included the World's
Fair charge. Those figures were, respectively, a loss of $67.4 million and ean1ings per
share of -$3.04.
3
H. The Release fostered the false and n1isleading impression that the positive results
and improvement from tl1ird··quarter 1998 announced by the Company were primarily the result
of operational improvements. In the Release, THCR's chief executive officer ("CEO") \.Vas
quoted as sa)~ng:
Our focus in 1999 was thrcc~fold: first, to increase our operating margins at each
operating entity; second, to decrease our marketing costs; and third 1 to increase our cash
sales from our non-casino operations, We have succeeded in achieving positive results in
each of the three categories. The third quarter and nine 1nonth results for the con1pany
indicate that \Ve have successfully instituted the programs that we focused on during 1999.
I. The Release failed to disclose, however, that the Company's nm forrna net income
fOr the quarter included the one-time gain resulting from the All Star CafC lease termination.
Accordingly, it failed to disclose the impact of that $17.2 million one-time gain upon the
Company's $14 million pro forma net income or upon any of lhe other figures cited in the
Release. Not only \¥as there no mention of the one-tin1e galn in the text of the Release, but the
financial data included in the Release gave no indication of it, because, as discussed below, all
revenue items \Vere reflected in a single line item.
J. In fact, quarterly proforma results that excluded the one-time gain as \\'ell as the
one-time charge would have reflected a decline in revenues and net income and would have fail{",d
to meet ar1alysts' expectations. TI1e table below illustrates the impact of the one-tin1e gain on the
trends reported in the Earnings Release:
K. The Earnings Release was misleading. The Release used pro fonna numbers that
implied that all significant one-time items had been excluded, \vhcn they had not. The Release
compared the 11rn..fa!l!la EPS to analysts' expectations for quarterly EPS, which are generally and
\vcrc in this case calculated on the basis of continuing business operations, thus reinf()rcing the
false implication that all one-tilne items had been excluded. Moreover, lhe Release highlighted
itnprovements in the Con1pany's operations, ic., the Company's increased operating 1nargins,
decreased n1arketing costs, and increased cash sales from non~casino operations.J By making
Although the staternents about increased operating 111argins, decreased marketing costs,
and increased cash sales from non-casino operations were non1inally true, in the context of
these representations about THCR 's quarterly performance, without disclosing the existence or
impact of the onc·tirr1e gain, the Release created the false and misleading impression that the
Company's third~quarter results had improved over the results for third-quarter 1998 and had
exceeded analysts' expectations primarily because management had been effective in improving
the Company's operating perfonnance. 4
N. When the Release was issued, THCR kne\v that the estimated fair market value of
the All Star Cafe lease tennination would he recorded as part of operating income for third
quarter 1999 and that the estimated fair market value of the transaction was $17.2 million. The
Company also knew that the Ean1ings Release used a pro forma net income figure that expressly
the Earnings Release they were misleading, because, without the $17.2 million onc~time
gain, the increases in margins and cash from non-casino operations were negligible.
Excluding the one-time gain, THCR's operating margins increased by 0.4% from third
quarter 1998 and its non~gaming revenue increased by$ l .8 million, or approxin1atcly
2.25%. The Company's n1arketing costs (as represented by promotional allowances)
decreased by approximately $549,000, or approximately I%.
Sec note 7, inJfa (noting that lhe first research report by Deutsche Banc after the issuance
of the Earnings Release had reported that the (~otnpany's $0.63 third~qtu1rter EPS \Vas
driven by n1argin gains).
ln addition, after the events at issue, the Company estabJished a procedure by \Vhich
earnings releases are reviewed by the Audit Co1nmittee before they are issued.
excluded the $81.4 million one-time charge but did not disclose the existence or :impact of the
$17.2 million one-time gain.
0. At 10:00 a.m. on October 25, 1999, the day the Earnings Release was issued,
THCR held a conference call with analysts. During the call, the CEO told the analysts that
increasing non-casino sales at the Taj Mahal had been a priority over the past year, and cited the
Taj Mahal's third-quarter revenues as evidence that the emphasis had paid off The CEO did not
say that the T~j Mahal's non-casino revenue had increased primarily because of the All Star CafC
transaction. 6
P. JnJmediately after the issuance of the Earnings Release and the conference call,
analysts began asking questions about the details of the Company's increase in revenues. Within
hours oflhe conference call, 'fHCR's CF'O spoke to several analysts \vho called with questions
about specific aspects of Company's third-quarter results) and he provided them with infonnation
about the All Star Cafe gain. Over the next few days, additional analysts raised questions about
the quarterly results, and the lack of detail in the Earnings Release. As a result, the Company's
CFO and 'frea.surer attempted to speak to every analyst who had been on the conference call to
explain the All Star CafC transaction, h1 addition, the Company decided to accelerate the filing of
its 10-Q for the quarter) V.'hich would contain a description of the one~time gain.
Q. After learning about the one-time gain, certain analysts infonned their clients of its
impact. One analyst at Bear, Stea111s & Co. notified his clients on October 27, 1999 tha.t the
increased third~quarter EPS resulted from the inclusion in revenue of the one-time All Star Cafe
gain. On October 28th. analysts at Deutsche Banc Alex Brown issued a report on the effect of the
one~titne gain, which \Vas disseminated to subscribers to Deutsche Banc research over the First
Call Research Network. The Deutsche Banc analysts reported that Corr1pany management had
disclosed that day that roughly $0.47 of the $0.63 third-quarter proforma EPS the Company had
pre\'iously reported "were not operating EPS but were actually the result of an accounting gain.''
The analysts detern1ined that after backing out the one~time $17 million gain, 'flICR 's net
revenues would have fallen 2. 7 o/o, rather than rising 1.5 % a<> they did \.Vhen the onc~time gain
was included. The Deutsche Banc repoi1 also explained that, without the one-time gaini the
Company experienced negative trends in Company-\vide cash flows and tnargins, as well as in
Taj Associates' revenues from operations, rather than the positive trends indicated by the
EruT1.ings Release. Adjusting fQr the impact of the one-time gain, the Deutsche Banc analysts
lo\¥cred their 1999 EPS estimate from -$1.17, contained in their initial report on THCR's third
quarter results, to -$1.64. 1
Without the$ 17.2 n1illion one-tirne gain, non~casino sales at the Taj Mahal increased by
only $300,000, or less than one percent, from third-quarter 1998 to third-quarter 1999.
The Deutsche Banc analysts first issued a report on l'HCR's third~quarter performance
(also disseminated via }<'irst Call) on October 26 1b. The earlier report's headline announced
6
R. On October 25'', the day the Earnings Release was issued, the price of the
Company's stock rose 7.8 % (from$ 4 to$ 4.3125), on volume approximately five times the
previous day's volume. On October 28°\ the day of the second Deutsche Banc m1alysts' report,
the stock price fell approximately 6o/u, on volume approximately four times the previous day's
volume. 8
S. On November 4, 1999, THCR filed its quarterly report on Fonn 1O·Q. The 1O·Q
disclosed the existence and amount of the one-time gain in a footnote to the financial statements.
THCR Violated Section !Olb) of the Exchange Act and Rule tob-5 Thereunder
T. Section 1O(b) of the Exchange Act and Rule 1Ob-5 thereunder make it unlawful, in
connection \Vi th the purchase or sate of securities, "to make any untrue statetnent of a material
fact or to omit to state a materia1 fact necessary in order to make the statements made, in lig11t of
the circ1unstances under which they were n1ade 1 not misleading. n
U. To violate Section !O(b) of the Exchange Act and Rule !Ob-5 thereunder, a
misrepresentation or omission must be material, meaning that a reasonable investor \:\-'ould have
considered the misrepresented or omitted fact important when deciding whether to buy, sell or
hold the securities in question. See Basic Inc. v. Levinson. 485 U.S. 224, 231-32, 108 S. Ct. 978,
983 (1988). To constitute a violation, the material misstatement or omission must be tnadc with
scienter. Aaron v. SEC, 446 U.S. 680, 701-02, 100 S. Ct. 1945, 1958 (1980). Scientercan be
shown by knowledge of the misrepresentation and, in the Second Circuit, by reckless disregard
for the truth or falsity ofa representation. Sirota v. Solitron Devices. Inc., 673 F.2d 566, 575 (2d
Cir. 1982), cert. denied, 459 US. 838 (1982). Recklessne<S is defined as "conduct which is
highly unreasonable and which represents an extren1e departure from the standards of ordinary
care ... to the extent that the danger was either known to the defendant or so obvious that the
defendant must have been aware ofit." Rolfv. Blyth, Eastman Dillon & Co, 570 F.2d 38, 47 (2d
Cir.), cert. denied, 439 U.S. 1039 (1978); see also SEC v. McNulty, 137 F.3d 732, 741 (2d Cir.
1998) (applying Rolf recklessness standard).
that Trump Hotels had reported third-quarter operating EPS of $0.63, driven by margin
gains. The analysts had also reported that net revenues \Vere up l .5o/o, despite a l ,3 '70
decline in gaming revenues at the Company's three Atlantic City properties. rrl the initial
report, the analysts had said that the net revenue increase wa~ the result of an increase in
cash llow and profitability at the Atlantic City properties (including the Taj Mahal) and
concluded that the increase in cash.flow indicated that the Co1npany's emphasis on cost
reduction had been effective. As a result of the reported quarterly pcrformancei in the
initial report, the Deutsche BaJtc anatysts had raised their 1999 EPS estimate.
October 28 1hwas also the date on which an article discussing the i1npact of the one~time
gain and the Con1pany's failure to disclose it in the Earnings Release appeared in the
Atlantic City Press.
7
V, Thus, an issuer that knowingly or recklessly makes false or misleading statements
in public announcements to investors, including press releases and other public statements,
violates Section !O(b) and Rule !Ob-5. See SEC v. Koenig, 469 F.2d 198 (2d Cir. 1972); SEC v.
Great American hldustries. Inc., 407 F.2d 453 (2d Cir. 1967), cert. denied, 395 U.S. 920 (1969).
See also SEC v. Texas Gulf Sulphur Co,, 401F.2d833, 861-63 (2d Cir. 1968) (en bane), cert.
denied, 394 U.S. 976 (I 969). In P.Y!?.!.~9...S.1i!.~~m.~n.t~JJY Comorate Representatives, Securities Act
Rel. No. 6504 (January 1984), the Commission reminded registrants that Section lO(b) and Rule
IOb-5 apply to all public statements by persons speaking on behalf of a public company. The
Commission also made clear that public announcements and press releases constitute public
statements. Id. See also Jn re Carter-Wallace Inc. Sec. Litig., 150 F.3d 153 (2d Cir. 1998)
(advertisements by issuer can be ''in connection v:ith" the purchase or sale of securities);
Sunbeam Corooration, Exchange Act ReL No. 44305 (May 15, 2001)(issuer violated Section
IO(b) and Rule 1Ob-5 when it disseminated materially false and misleading press releases).
W. The omission from the Earnings Release of the infonnation that THCR's IU:Q
fonna net income included a $17,2 million one-time gain was misleading, for several reasons. 9
Absent disclosure to the contrary, the use of pro forrna numbers in ai1 ean1ings release reasonably
i1nplies fhat any adjustrnents to GAAP nurr1bcrs were made on a consistent basis and do not
obscure a significant result or a trend reflected in the GAAP nun1bers. Here, THCR's express
exclusion of a one-time charge reasonably implied that no other significant one-time item was
included in the pro fonna net income figure. This implication \Vas reinforced by the Company•s
assertions in the Release that its quarterly results had exceeded analysts' EPS expectations, which
are generally, and were in this case1 a measure of expected operating performance. Moreover, the
misJeading impression created by the use of the pro fom1a net income figure wlthout disclosing
the inclusion of the one-time gain was reinforced by the staten1ents in the Release about
improvements in the Company's operating performance, specifically, improvements in operating
tnargins, marketing costs, and sales from non~casino operations.
X. Tn the context of the express exclusion from IID2.f.Q.f.m.{!. net income of the one-time
charge, the comparison to analysts' earnings expectations, and the state111ents about the
Con1pany's operational improvements, the omission ofinfomtation about the one~ti1ne gain \Vas
material, because the undisclosed one~tin1c gain represented the difference bet\veen positive
trends in revenues and earnings and negative trends in revenues and earnings, and the difference
hehveen exceeding analysts' expectations and falling short of them. Thus, the omission of
infom1ation about the one-time gah1 obscured a negative trend and a failure to meet analysts'
As explained in note t above, the Earnings Release did not use the tenn pro fotma but the
figures in Ute Release \.Vere pro forma nun1bers in that they differed from numbers
calculated in accordance with GAAP. Even if the Release had identified the numbers ao;;
pro fom1as, ho\vever, the Release would still have been n1isleading for the reasons
discussed above. The presence or absence of the term pro IOnna is not, in and of itself,
dispositive of the qHestion of whelher an earnings release or financial statement is
misleading.
8
expectations, and therefore could reasonably have led analysts and investors to draw false
conclusions about THCR's quarterly results.
Y. THCR, through the THCR officers involved in the drafting and issuance of the
Earnings Release, knew that the cstin1atcd fair n1arket value of the All Star Cafe lease termination
was recorded as part of operating income for third-quarter 1999 and that lhe estimated fair market
value of the transaction was $17.2 million. TIICR knew that the Earnings Release used a Qill
forma net incotne figure that expressly excJuded the one-time charge but did not disclose the
existence or impact of the one-time gain. Accordingly, THCR knew or recklessly disregarded
that the Earnings Release was materially misleading.
Z. While engaged in the conduct described above, THCR, directly and indirectly,
used the means or instnJrnentalities of interstate cornn1erce or the mails.
AA. THCR committed or caused violations of Section 1O(b) of the Exchange Act and
Rule 1Ob~5 thereunder by kno\v-ingly or recklessly issuing the Earnings Release.
IV.
Jn view of lhe fOregoing, the Commission deems it appropriate to accept the Offer
submitted by THCR and in1pose tl1e cease-andadcsist order specified in the Offer. In detern1ining
to accept the Offer, the Conunission considered ren1edial acts pron1ptly undertaken by THCR.
and the limited duration of the violations.
v.
Accordingly, IT JS ORDERED, pursuant to Section 21C of the Exchange Act, that THCR
cease and desist fron1 committing or causing any violation, and any future violation, of Section
lO(b) of the Exchange Act and Rule lOb-5 therem1der.
By the Comn1ission.
Jonathan G. Katz
Secretary
9
UNITED STATES OF AMERICA
Before the
ADM!NlSTRATfVE PROCEEDING
File No.
------------------------------ x
In the Matter of
I.
Trump Hotels & Casino Resorts, Inc. ("THCR" or "Respondent"), pursuant to Rule
240(a) of tl1e Commission's Rules of Practice (17 C.F.R. §20 I .240(a)], hereby submits this Offer
of Settlement {"Offer") in anticipation of the institution by the Commission of cease-and-desist
proceedings against it pursuant to 2 lC of the Securities Exchange Act of 1934 C1Exchange Act").
II.
'fhis Offer is submitted solely for the purpose of settling these proceedings and with the
express understanding that it will not be used in any way in these or any other proceedings unless
the Offer is accepted by the Commission. If the Offer is not accepted by the Commission, the
Offer is withdrawn and shall not become a part of the record in these or any other proceedings,
except for the waiver expressed in Section IV, \Vith respect to Rule 240(c)(5) oftl1e
Commission's Rltles of Practice. (17 C.F.R. § 20!-240(c)(5)]
III.
A, Adn1its the jurisdiction of the Con11nission over it and over the matters set forth in
the Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities
Exchange Act of 1934, Making Findings, Issuing Cease-and-Desist Order ("Order").
B. Solely for the purpose of these proceedings and any other proceedings brought by
or on behalf of the ('omtnission or in which the Commission is a party, and \Vithout admitting or
denying the findings contained in the Order, consents to the entry of the Order:
SUMMARY
A. On October 25, 1999, THCR issued a press release announcing its results for the
third quarter of 1999 (the "Earnings Release" or the "Release"). To announce those results, the
Release used a t1et income figure that differed front net income calculated in accordance with
generally accepted accoun'ting principles ("GAAP"). Using that non~GAAP figure, the Release
touted THCR 's purpo1tedly positive operating results for the quarter and stated that the Company
had beaten ar1alysts' earnings expectations.
B. The Earnings Release was materially misleading because it created the false and
misleading impression that the Company had exceeded ean1ings expectations prin1arily througl1
operational improvements, when in fact it had not. The Release expressly stated that the net
income figure excluded a one-time charge. The statement that this one-time charge was excluded
in1plic<l that no other significa11t one~time items were included in T'HCR's stated net income.
Contrary to that implication, however, the stated net income included an undisclosed one~time
gain of$17.2 million.
C. The misleading in1pression created by the reference to the single onc~tin1c charge
and the undisclosed inclusion of the one-time gain was reinforced by the co1nparison of the stated
earnings-per-share figure with analysts' earnings estimates and by statements in the Release that
the Company had been successful in improving its operating perfonnance. In f3.ct, without the
one-tin1e gain, the Company's revenues and net income \Vould have decreased from the prior
year and the Company would have failed to meet analysts' expectations. The undisclosed one
time gain was thus material, because it represented the difference between positive trends in
revenues i\nd earnings and negative trends in revenues and earnings, and the difference betvveen
exceeding analysts' expectations and falling short ofthen1.
SETTLING RESPONDENT
the New York Stock Exchange. The Company's executive offices are in New York City, and its
busi11ess and financial operations are centered in Atlantic City.
FACTS
G. On October 25, 1999 THCR issued the Earnings Release, publicly announcing its
results for the third quarter of 1999. The Release, and the accompanying financial data, defined
net income~ or net profit, for the quarter as income before a one-tin1e Tru1np World's Fair closing
charge of $81.4 million. Using this "pro fonna" net income, 1 the Release announced that the
Company's quarterly earnings exceeded analysts' expectations, stating:
Although neither the text of the Release nor the accompanying financial data used the
term "pro fonna," the net income figure was pro forn1a in that it differed from net income
calculated in accordance with GAAP by excluding the one-time charge. {Accordingly,
the net income figure is hereafter referred to as "nro_iqrm,a net income" and the eamings
per~share figure derived fro1n the pro fonna net incon1e is referred to as "pro founa
·E:PS.") 'The Release also used another pro forn1a figure, EBITD.'\, v,rhich it defined as
earnings before interest, taxes, depreciation, an1ortization, corporate expenses ao:d the
$81.4 n1illion Trun1p World's Fair closing charge.
Net income increased to $14.0 million, or $0.63 per share, before a one-time Trump
World's Fair charge, compared to $5.3 million or $0.24 per share in 1998. THCR's
earnings per share of$0.63 exceeded First Call estimates of$0.54.'
H. The Release fostered the false and misleading impression that t11e positive results
and in1provement from third-quarter 1998 announced by the Company were primarily the result
of operational improvements. In the Release, THCR's chief executive oft1cer ("CEO") was
quoted as saying:
Our focus in 1999 was three-fold: first, to increase our operating margins at each
operating entity; second, to decrease our inarkcting costs; and third, to increase our cash
sales from our non-casino operations. We have succeeded in achieving positive results in
each of the three categories. The third quarter and nine month results for the company
indicate that we have successfully instituted the progratns that \Ve focused on during
1999.
I. The Release failed to disclose, however, that the Company's RrQ fQiru.e. net
incon1e for the quarter included the one-time gain resulting tTom the All Star Cafe lease
termination. Accordingly, it failed to disclose the impact of that $17.2 n1illion one-time ga.il'1.
upon the Company's $14 million pro fonna net income or upon any of the other figures cited in
the Release. Not only was there no mention of lhe one-time gain in the text of the Release. but
the financial data included in the Release gave no indication of it, because, as discussed below,
all revenue items \Vere reflected in a single line item.
J. In fact, quarterly pro forrna results that excluded the one~time gain as \Veil as the
one-lime charge \\ ould haVe reflected a decline in revenues and net income and would have
1
failed to meet analysts' expectations. The table helow illustrates the impact of the one-time gain
on the trertds reported in the :Earnings Release:
' The financial data contained in the Release also included figures for net income (loss) and
earnings per share for the quarter that, in compliance with GAAP, included the World's
Fair charge. Those figures were, respectively, a loss of $67.4 million and earnings per
share of -$3.04.
K. The Earnings Release was misleading. 'I'hc Release used pro forrna nun1bers that
in1plied that all significant one-time items had been excluded, when they had not. The Release
compared the pro forrna l~PS to analysts' expectations for quarterly EPS, which are generally aru.1
were in this case calculated on the basis of continuing business operations, thus reinforcing the
false implication that all one-time items had been excluded. Moreover, the Release highlighted
improvements in the Company's operations, i.e., the Company's increased operating n1arglns,
decreased marketing costs~ and increased cash sales from non-casino operations. 3 By making
these representations about T'HCR's quarterly performancei \Vithout disclosing the existence or
impact of the one-time gain, the Release created the false and misleading impression that the
Co1npany's thir<l~quarter results had irnproved over the results for third~quarter 1998 and had
exceeded analysts' expectations primarily because manage1nent had been effective in improving
the Company's operating performance. 4
Althougl1 lhe staten1ents about increased operating margins, decreased marketing costs,
and increased cash sales from non~casino operations were nominally true, in the context
of the Earnings Release they \Vere misleading, because, without the $17 .2 rnillion one
time gain, the increases in margins and cash from non-,casino operations were negligible.
Excluding the one-time gain, THCR's operating n1argins increased by 0.4% from third
quarter 1998 and its non-gaming revenue increased by $1.8 million, or approximately
2.25~-'0. The Company's marketing costs (as represented by promotional allov.,ances)
decreased by approximately $549,000, or approximately l %.
' See note 7, infra (noting that the first research report by Deutsche Banc after the issuance
of the Earnings Release had reported that the Company's $0.63 third-quarter EPS was
driven by margin gains).
N. When the Release was issued, THCR knew that the estimated fair market value of
the All Star Cafe lease tennination would be recorded as part of operating income for third~
quarter 1999 and that the estimated fair market value of the transaction was $17.2 million. The
Company also knew that the Earnings Release used a pro tOrrna net income figure that expressly
excluded the $81.4 tnilHon onc~time charge but did not disclose the existence or impact of the
$17.2 million one~time gain.
0. At I 0:00 a.m. on October 25, 1999, the day the Earnings Release was issued,
THCR held a conference call with analysts. During the call, the CEO told the analysts that
increasing non-casino sales at the Taj Mahal had been a priority over the past year, and cited the
Taj Mahal's third-quarter revenues as evidence that the emphasis had paid off The CEO did not
say that the "faj Mahal's non-casino revenue had increased pri1narily because of the All Star Cafe
transaction.<>
P. Immediately after the issuance of the Earnings Release and the conference call,
ru:1alysts began asking questions about the details of the Company's increase in revenues. Within
hours of the conference ca11, THCR's CFO spoke to several analysts who called with questions
about specific aspects of Company's third-quarter results, and he provided them with infonnation
about the All Star Cafe gain. Over the next fev,: days1 additional analysts raised questions about
the quarterly results 1 and the lack of deta11 in the Ean1ings Release. As a. result, the Comparty's
CFO and Treasurer attempted to speak to every analyst \Vho had been on the conference call to
explain the All Star CafC transaction. In addition, the Cornpany decided to accelerate tl1e filing
of its 10-Q for the quarter, which would contain a description of the one-time gain.
Q. After learning about the one-time gain, ce1tain analysts infonned their c]ients of
1ts 1mpact. One analyst at Bear, Steams & Co. notified his clients on October 27, 1999 that the
increased third-quarter EPS resulted ii:om the inclusion in revenue of the one-time All Star Cate
gain. On October 28th. analysts at Deutsche Banc Alex Bro~'Il issued a report on the effect of
the one-tin1e gain, which was dissetninated to subscribers to Deutsche Banc research over the
Jn addition, after the events at issue, the Co1npany established a procedure by which
ea111ings releases are reviewed by the Audit l~omn1ittee before they are issued.
\lio'ithout the$ l 7.2 million onc-ti1nc gain, non-casino sales at the Taj Mahal increased by
only $300,000, or less than one percent, from third-qua1ter 1998 to third-quarter 1999.
First Call Research Network. The Deutsche Banc analysts reported that Company management
had disclosed that day that roughly $0.47 of the $0.63 third-quarter pro fonna EPS the Company
had previously reported "were not operating EPS but were actually the result of an accounting
gain." The analysts detennined that atler backing out the onc~tirnc $17 n1illion gain, THCR'1:1 net
revenues wou]d have fallen 2.7 %i rather than rising 1.5 % as they did when the onc-tin1c gain
was included. 'Ibe Deutsche Banc report also explained that, without the one-time gain, the
Company experienced negative trends in Con1pany-\vide cash flo\VS and margins, as well as in
Taj Associates' revenues from operations, rather than the positive trends indicated by the
Earnings Release. Adjusting for the in1pact of the one-time gain, the Deutsche Banc analysts
lowered their 1999 BPS estimate from.-$1. l 7, contained i11 their initial report on THCR 's third
quartcr results, to -$1.64. 7
R. On October 25 1h, the day the Earnings Release was issued, the price of the
Company's stock rose 7.8 % (from$ 4 to$ 4.3125), on volume approximately five times the
previous day's volume. On October 28th, the day of the second Deutsche Banc analysts' report,
the stock price fell approxin1ately 6o/o, on volume approximately four times the previous day's
volume. 8
S. On November 4, 1999, THCR filed its quarterly report on Form 10-Q. The 10-Q
disclosed the existence and amount of the one-time gain in a footnote to the financial statements.
THCR Violated Section 10(!:>) of the Exchange Act and Rule lOh-5 Thereunder
T. Section I O(b) of the Exchaogc Act and Ruic I Ob-5 thereunder make it unlawful,
in connection with the purchase or sale of securities, "to make any untrue statement of a material
The Deutsche Banc analysts first issued a report on TIICR's third-quarter performance
(also disserninated via First Call) on October 26th. 'fhe earlier report's headline
announced that THCR had reported third-quarter operating EPS of$0.63, driven by
margin gains. The analysts had also reported that net revenues were up 1.5%, despite a
J .3 % decline in gan1ing revenues at the Company's three Atlantic City properties. In the
initial report, t11e analysts had said that the net revenue increase \Vas the result of an
increase in cash flo\.v and profitability at the Allantic City properties (including the Taj
Mahal) and concluded that the increase in cash flow indicated that the c:on1pany's
emphasis on cost reduction had been effective. As a result of the reported quarterly
performance, in the initial report, lhe Deutsche Banc analysts had raised their 1999 EPS
estimate.
&
October 281h \Vas also the date on which an article discussing the impact of the onc~tirne
gain and the Company's failure to disclose it in the Earnings Release appeared ln the
Atlantic Citv Press.
fact or to omit to state a material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading."
U. To violate Section lO(b) of the Exchange Act and Rule !Ob-5 thereunder, a
misrepresentation or omission must be material, nteaning that a reasonable investor would have
considered the misrepresented or on1itted fact important when decidjng whether to buy. sell or
hold the securities in question. See Basic Inc. v. Levinson, 485 U.S. 224, 231-32, 108 S. Ct. 978,
983 (1988). To constitute a violation, the material misstatement or omission must be made with
scienter. Aaron v. SEC 446 U.S. 680, 701-02, 100 S. Ct. 1945, 1958 (1980). Scienter can be
shown by knowledge of the misrepresentation and, in the Second Circuit) by reckless disregard
for the truth or falsity of a representation. Sirota v. Solitran Devices, Inc., 673 F.2d 566, 575 (2d
Cir. 1982), cert. denied, 459 U.S. 838 (1982). Recklessness is defined as "conduct which is
highly unreasonable and which represents an extreme departure from the standards of ordinary
care ... to the extent that the danger was either known to the defendant or so obvious that the
defendant must have been aware ofit." Rolfv. Blyth, Eastman Dillon & Co., 570 F.2d 38, 47
(2d Cir.), cert. denied, 439 U.S. 1039 (1978); see also SEC v. McNultv. 137 F.3d.732, 741 (2d
Cir. 1998) (applying Rolfrecklessness standard).
W. The omission from the Earnings Release of the infonnation that THCR's Q!Q
forrna net incocne included a $17.2 million one-time gain \Vas misleading, for several rea.sons. 9
Absent disclosure to the contrary, the use of pro fomia numbers in an earnings release reasonably
As explained in note I above, the Earnings Release did not use the term pro forrna. but the
figures in the Release were pro fonna numbers in that they differed from numbers
calculated in accordance with GAAP. Even if the Release had identified the numbers as
pro formas, however, the Release would still have been misleading for the reasons
discussed above. 'fhc presence or absence of the tenn pro fonna is not, ln and of itself,
dispositive of the question of whether an earnings release or financial statement is
tnisleading.
implies that any adjustments to GA.AP numbers were made on a consistent basis and do not
obscure a significant result or a trend reflected in the GAJ.\P numbers. Here, THCR's express
exclusion of a one~tin1c charge reasonably itnplied that no other significant one~time itern was
included in the pro fonna net income figure, This implication was reJnforced b)' the Company's
assertions in the Release that its quarterly results had exceeded analysts' EPS expectations,
which are generally, and were in this case, a measure of expected operating performance.
Moreover, the misleading impression created by the use of the pro fonna net income figure
without disclosing the inclusion of the one~ti1ne gain was reinforced by the statements in the
Release about improvements in the Company's operating performance, specifically,
improvements in operating margins, n1arketing costs, and sales from non-casino operations.
X. 1n the context of the express exclusion fron1 pro fonna net income oftl1e one~time
charge~ the comparison to analysts' earnings expectations, and the statements about the
Company's operational improvements, the on1ission of infonnation about the one-time gain was
material, because the undisclosed one~time gain represented the difference betvveen positive
trends in revenues and earnings and negative trends in revenues and earnings, and the difference
between exceeding analysts' expectations and falling short of them. Thus, the 01nission of
infonnation about the one-time gain obscured a negative trend and a failure to nleet analysts'
expectations, and therefore could reasonably have led analysts and investors to draw false
conclusions about 1'HCR's quarterly results.
Y. TI-ICR, through the THCR officers involved in the drafting and issuance of the
Earnings Release, kne\v that the estimated fair rnarkct value of the All Star Cafe lease
tennination was recorded as part of operating income for third~quarter 1999 and that the
estimated fair market value of the transaction was $17.2 million. TllCR knew that the Earnings
Release used a pro fonna net income figure that expressly excluded the one~time charge but did
not disclose the existence or irnpact of the one-time gain. Accordingly, THCR knew or
recklessly disregarded that the Earnings Release was materially nlisleading.
Z. While engaged in the conduct described above, THCR, directly and indirectly,
used the means or instrun1entalities of interstate commerce or the mails.
AA. THCR committed or caused violations of Section lO(b) of the Exchange Act and
Ruic I Ob-5 thereunder by knowingly or recklessly issuing the Earnings Release.
2. Ordering that:
THCR cease and desist from comn1itting or causing any violation, and any future
violation, of Section I O(b) of the Exchange Aet and Rule I Ob-5 thereunder.
9
JV.
By submitting this Offer, THCR hereby acknowledges its waiver of those rights specified
in Rule 240(c)(4) and (5) of the Commission's Rules of Practice (17 C.F.R. §201.240(c)(4) and
(5)].
v.
THCR represents that it has read and understands the foregoing Offer; THCR understands
that final acceptance by the Commission of this Offer will be only by its Findings and Order and
Opinion. if any, issued in this proceeding; and THCR avers that this Offer is made voluntarily,
and that no pron1iscs, offers, threats, or inducements of any kind or nature have been 1nade by the
Conm1ission or any member, officer, employee, agent, or representative of the Commission in
consideration of this Offer or otherwise to induce THCR to sub1uit this Offer.
VJ.
THCR acknowledge.s that it has been informed that the Commission, in its sole or
exclusive discretioii., may refer or gran.t access to this matter, or to any infonnation or evidence
gathered in connection therewith or derived therefrom, to any person or entity having appropriate
civil, administrative, or crin1inal jurisdiction.
VII.
THCR understands and agrees to comply with the Commission's policy "not to permit a
defendant or respondent to consent to a jud!:,'Illent or order that imposes a sanction while denying
the allegations in the cotnplaint or order for proceedings" (17 C.F.R. §202.S(e)). In compliance
with this policy, THCR agrees not to take any action or to make or permit to be tnadc any public
statement denying, directly or indirectly, any allegation in the Order or creating the impression
that the Order is without factual basis. lfcfHCR breaches this agreement, t11e Division of
Enforcement may petition the Commission to vacate the Order and restore this proceeding to its
active docket. Nothing in this provision affects THCR)s (i) testimonial obligations; or (2) right
to take legal positions in litigation or regulatory proceedings in which the Cornrnission is not a
party.
10
VIII.
Consistent witl1 the provisions of 17 C.F.R. §202.5(1), THCR waives any claim of Double
Jeopardy based upon the settlement of this proceeding, including the imposition of any remedy or
civil penalty herein.
Dated: '200_
By
STATE OF )
) ss.:
COUNTY OF )
Notary Public
My Corrunission expires: _ _ _ _ _ __
11
CERTIFICATE OF INCUMBENCY
Casino Resorts, Inc.. , a Delaware corporation, hereby certifies that the following named person is
an officer of Trump IIotels & Casino Resorts, Inc.. in the capacities hereinaficr set forlh and that
the signature of said officer appearing below opposite his name and offices is the true and correct
signature.
The undersigned furtl1er certifies that the above-named officer was duly elected and has
qualified, and is acting in the offices set forth and is incumbent therein on the date hereof
Dated: _ _ _ _ _ _ _ , 200_
qualified and acting Secretary of Trump llotels & Casino Resorts, Inc., a Dela\vare corporation,
ant that the following is a complete and accurate copy of a resolution adopted by the Board of
Directors ofTtump Hotels & Casino Resorts, Inc. byunanirnous written consent executed as of
I furtl1er certify that the aforesaid resolution has not been an1ended or revoked in any respect and
duly elected, qualified, and acting Secretary of Trump Hotels & Casino Resorts, Inc. 1 hereunto
Phone:
Fax
phone:
CC:
*********************
*** TX REPORT ***
···············••t••*
TRANS~[ISSIO/'I OK
TX/RX NO 0815
CONNECTION TEL 12129836008
SUBADDRESS
CONNECTIOJll ID LAii' OFFICES
ST. TJME 12/28 13:00
USA.GE T 04'05
PGS. SENT 24
RESULT OK
FAX
Nl'imber ofpages U1cluding cover
sheet:
Frn.m•
L
___Jb){6),\b)(7){C)
Phone: Phone:
Fax Fax
phone: phone:
CC:
\b)!5)
l='i!ge 00'.)7o'1:!40
(bi(b)
(b;.. 5j
1b)•51
ib)15)
o' the Fraadorn of n'<:>rrne.ti<:>r tnci ::>rivaey Ac~
Pag~ 1)1)41 o' 1~41)
1b}(5'
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*** TX REPORT ***
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TRANSMISSION OK
TXIRX NO 0224
COKNECTION TEL 13056043999
srnADDRESS
I CONKECTlON ID
ST. TlME 12/28 11:36
j
USAGE T 03'38
PGS, SEKT 24
RESULT OK
UNITED STATES
SECURrms AND EXCHANGE COMMISSION
NOR11IEAST REGIONAL OFFICE
233 Broadway (b)(6),(b)(7)
New York, N.Y. 10279
FAX FORM
NelvYork,N.Y. 10279
FAX FORM
CONFIDENTIALITY NOTE: This facsimile is intended only for the person or entity to which it
is addressed and may contain information lhat is privileged, confidential, or otherwise protected
from disclosure. Dissemination, distribution, or copying of this facsimile or the information
herein by anyone other than the intended recipient, is prohibited. If you have received this
facsimile in error, please notify us immediately by telephone and return the facsimile by malL
12/26101 17:29 FAX 212 9S3 6008 LA\1' OFFICES ~001
LAVI! CFFiCES OF
JAY GOLDBERG, P.C.
250 PARK AVENUE
TWENTIETH FLOOR
Re:
{b).:6).{b)(7)(C)
To: _
l
11 1
Fax number: ._l{b_"_"_"_H_'_c__ _ _ _ __,
Message:
Fax operator: sc
THI~ Mf!S~AGE IS INTENDED Otl!LY FOR THE USE OF THE AODRESS~E AND \1AY CONTAIN INFORMATION THAT IS PFllVILE'GED AN'.:l
CONflDE/IJTlAL. l~YOU ARENQTTHE IJ\ITJ;NDtD RECIPIENT. YOU ARE f-IEREBY NOTIFIED THAT ANY USE, COPYING OR DISSEMINATION
OF THIS COMMUNICATION 1S !:TRICTLY PRO~l91TFD. IFYOU HAVE RECblVECl THIS COMMUNJCATIOI'\: IN ERROR. PLEASE NOTIFY US
IMfV1ED\ATE~Y. THANl<YOJ
12/26/01 17:29 FAX 212 98.'.I 6008 LA\\' OFFICES lill 00 2
(b)(5)
(b)(5)
I MEMORANDUM
~-------~
CORRECTED VERSION
(b)(6), (b)(7)(C)
TO:
to THCR and tol(b)( 5l lwho handled the matter with the NY office.
~---~
On page 2 of the Order Instituting Cease and Desist Proceeding~ (1 ha,'c not
gone over the Offer of Settlement which I just rer;t!i\'ed this morning by federal express) ubder (b)( 5)
III, I would have a new A (with lerters dropping down one) that would read ~n
t'omplaincd of be lo'\'' was a one tiJ:nc occurrence not rel]L'ctive ot'THCR's polii::y; rather1 it was
primarily the action of a senJor, hut since dismissed official of the Company.
The paragraph marked B ("vhich J would have as a new C), I would have "'the
Earnings Release contained a material omission because It created the misleadiog iropression
,,
Under Summary I would have a new E that wouid st&te "There is no evidence
that what occurred was within the knowJedge ot consent of the company president, 0Qnald J.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
NORTHEAST REGIONAL OFFICE
(P)(6),(P)(7)(Ci
233 Broad"'·ay
Nelv York, N.Y. 10179
November 6, 2001
Dear Counsel:
Enclosed is a revised proposed Section 2l(a) rcpo1t. Also enclo.se<l is a co1nputt:r n:dlined
version of the draft I previously sent you, which you n1ay find helpful in identifying the changes
from the staff's last draft. As you \Vill see, many of.the changes address issues other than those
that \\,'ere the subject of your proposed changes. Once you have had a chance to review the nev.r
version I \Viii be happy to discuss the staff's changes, and the changes you proposed in the draft
you sent over on Septen1her 28 1h,
The staff is providing this drafi 2l(a) Report order for settlement purposes only. The
contents of this Report is neither binding on the Commission nor adlnissible against the
Corrunission in any judicial or administrative proceeding whatsoever. Any settlement negotiated
by the staff must be approved by the Commission for the settlement to becon1e effective.
If you have any questions or wish to discuss this, you can reach me atl.:blieJ.lbH?HCl
I
Please note my new fax number isj.:bi( 5 J.(P){ 1 1(Cl
Enc.: as indicated
UNITED STAlES OF AMERICA
Before the
- - - - - - - - - - - • - - - - - • - - - - - - - - - • - - -X
I. INTRODUCTION
The Commission staff has conducted an investigation into the issuance of an earnings
announcemenl by Trump Hotels and Casino Resorts, Inc. {"THCR" or "the Company"). On
October 25, 1999, TH(::R issued a press release conce1ning its results for Ute third quarter of
1999 (the "Earnings Release" or the "Release"). The Earnings Release announced that "[n]et
income increased to $14.0 million or $0.63 per share, before a one-time Trump World's Fair
charge, compared to $5.3 million or $0.24 per share in 1998." The net income figure used in the
Release was a pro fonna number because it expressly adjusted income for the quarter to exclude
the one-time Trump World's Fait charge of $81.4 million. (Accordingly, the net income figure is
hereafter refeITed to as "proforma net income" and the EPS figure derived from the pro forrna
net income is referred to as "proforma EPS.") In addition to using the proforma net income
and EPS figures, the Release stated that_the Company had beaten analysts' earnings expectations
and that the Company had been successful in improving its operating performance. The Release
failed to disclose, however, that the pro fonna net income included a one~time gain of $17.2
million. In the context of the pro fonna net income, and the statements about improvements in
the Company's operations, the omission of information about the one-time gain created the false
and misleading impression that the Company's qurutcrly results were attributable to operational
improve,ments. In fact, \vithout the one·time gain, the Company's revenues and illQ fonna net
jncome would have decreased from the prior year and the Company would have failed to meet
analysts' expectations.
~' .
Because of issues relating to the use of press releases and pro forrna numbers to disclose
financial results, the Commission deems it appropriate to issue this Report of Investigation
("Report") pursuant to Section 21(a) of the Securities Exchange Act of 1934 ("Exchange Act") in
order to discuss its concern about misleading statements in earnings press releases and to provide
guidance both to companies that issue such releases and investors who rely on them.!/
II. FACTS
Background
In September 1999, Taj Mahal Associates ("Taj Associates"), a THCR subsidiary, took
over the All Star Cafe located in the Taj Mahal Casino from Planet Hollywood International, .Inc.
On September 15, 1999, Taj Associates, Planet Hollywood, and the All Star Cafe, Inc. reached
an agreement, pursuant lo which, effective September 24, 1999, the All Star Cate's lease of space
at the Taj Mahal would be terminated and All Star would be relieved of its rental obligations to
THCR. In return, Taj Associates would receive the All Star Caff's leasehold improvements,
alterations, and certaln personal property. Based on an independent appraisal and consistent with
the advice of its outside auditor, and with generally accepted accounting principles ("GAAP"),
ll Section 21(a) of the Exchange Act authorizes the Corrunission to investigate violations of
the federal securities laws, including violations \.Vhich have not yet occurred, and to
"publish informarion concerning any such violations." The Commission has periodically
exercised its discretion under Section 21(a) to issue a report where a question of public
importance is involved and the financial community should be informed about the issue
and the Commission's response to it. See Spartek. Inc. and John A. Cable, Exchange Act
Release No. 15567 (February 14, 1979) (L:iomis, C., concurring); The Commjssjon's
Practice Relating to Reports of Investigations and Statements Submitted to the
Commission Pursuant to Section 2l(a) of the SecuritiY.:5..15X<:h~rrg~.A~l.QfJ.9..J4., Exchange
Act Release No. 15664 (March 21, 1979). This Report pursuant to Section 21(a) does not
constitute an adjudication of any fact or issue addressed herein.
Ribis's contriu:t with THCR expired in June 2000 and was not renewed. Ribis is no
longer associated with the Company.
TIICR recorded $17.2 million, the estimated fair market value of these assets, as a component of
operating income for third..quarter 1999.
On October 25, 1999 THCR issued the Earnings Release, publicly announcing its results
forthc third quarter of 1999. The Release characterized results of certain of the Company's
efforts as "positive" and noted the Company's success in exceeding certain analysts' estimates
for the quarter. One of the Release's headings declared "net profit increased to 63 cents per
share vs. 24 cents per share in 1998." The ReJease, and the accompanying financial data, defined
net income, or net profit, for the quarter as income before the World's FaJr closing charge of
$81.4 million.;;!/ Using this nm fonna net income, the Release announced Lh<it lhe Cornpany's
quarterly earnings exceeded analysts' expectations:
Net income increased to$ 14.0 million, or$ 0.63 per share 1 before a one-time Trump
\\'orld's Fair charge, compared. to$ 5.3 million or$ 0.24 per share in 1998. THCR's
earnings per share of$ 0.63 exceeded First Call estimates of$ 0.54.:4/
The Release also suggested that the Company's increase in net income Was the result of
increased operating mal'gins, decreased marketihg costs, and increased cash sales from non
casino operations. In the Release, Ribis was quoted as saying:
Our focus in 1999 was three-fold: first, to increa.5e our operating margins at each
operating entity; second, to decrease our marketing costs; and third, to increase our cash
sales from our non~asino operations. We have succeeded in achieving positive results in
each of the three categories. The third quarter and nine month results for the cotnpany
indicate that We have successfully instituted the programs that \\le focused on during
1999.
The Release did not disclose, however, that the Company's net income for the quarter included
the one~time gain resulting from the All Star Cafe lease termination.,5./ The Company's $14
million pro forrna net income was based in part on the $17.2 million one-time gain.
:J.I The Release also used a nm forma EBlTDA figure, defining EBITDA as earnings before
interest, taxes, depreciation, amortization, corporate expenses and the $81.4 million
Trump World's Fair closing charge.
41 The accompanying financial data also included figures for net incorne (loss) and earnings
per share for the quarter that, consistent with GAAP, included the World's Fair charge,
Those figures were, respectively, a loss of $67.4 million and earnings per share of -$3.04.
'JI Not only "W'aS there no mention of the one~time gain in the text of the Earnings Release.
but the financiaJ data included in the Release gave no indication of it, because, as
discussed below, all revenue ite1ns were reflected in a single line ite1n.
\Vhile many of the Company's statements in the Release were literally true, the Release
taken as a whole was misleading. The Release used pr<J founa number~ that expressly excluded
the one-time charge and it highlighted the Company's increased operating margins, decreased
marketing costs, and increased cash sales fro1n non~casino opeiations, while failing to disclose
the impact of the one~timc gain.!!/ 1'hus, the Release created the inaccurate impression that
THCR's third-quarter results had exceed analysts' expectations solely because management had
been effective in improving the Company's performance.:Z/
The table below illustrates the impact of the one~time gain on the trends reported in the
Earnings Release:
Historically, THCR announced its quarterly results through an earnings release that
provided a detailed account _of the Company's financial performance. These earlier earnings
releases itemized revenues (on a Company-wide basis and aJso by property) by "Casino/'
"Rooms," ''Food & Beverage,'' and 0 0ther." Jn addition, they provided detailed information
regarding each casino's perfonnance in terms of slot machine play, table game play, and poker,
keno, and race wagers, as well as information regarding each casino's number of hotel rooms
sold, average room rates, and occupancy rates. ln the third quarter of 1999, however, Ribis,
following similar models used by TIICR's competitors, decided to adopt a more concise, or
"streamlined:' foimat for the earnings release. Unlike the more detailed earnings releases of
§/ Although the statements about increased operating margins, decreased marketing costs,
and increased cash sales from non"casino operations were literally true, in the context of
the Earnings Release lhey were misleading, because, without tlie $17.2 million on,~-time
gain, rhe increases in n1argins and cash fro1n nonMcasino operations were negligible.
Excluding the one-time gain, THCR's operating margins increased by 0.4% from third
quarter 1998 and its non-gaming revenue increased by $1.8 million, or approximately
2.25o/o. The Company's marketing costs (as represented by promotional allowances)
decreased by approximately $549,000, or approximately I%.
11 See note 10, infra (noting that the first research report by Deutsche Banc after the
issuance of the Earnings Releao;e had reported that the c:ornpany's $0.63 third-quarter EPS
was driven by margin gains).
earlier quarters, the new, streamlined format did not break out revenue items, but instead
disclosed revenue as a single line item for each casino. Thus, the strca1nlined foonat did not
break out "other revenue," the line-item classification in which the $17 million one-time All Star
Cafe gam would have been reported under the old format
The Earnings Release was prepared by THCR's Chief Financial Officer ("CFO") and its
Executive Vice.. President and Corporate Treasurer ("Executive VP") and approved by RibisJl/
Allhough the Re1ease used the J2IQ furrru! net income figure, which expressly excluded the one
time World's Fair charge and thus reasonably implied that such pro fonna net income reflected
solely the results of on-going operations, neithc-r the text of the Release nor the accompanying
financial data disclosed the existence or impact of the one-time gain.
At 10:00 a.m. on October 25, 1999, the day the Earnings Release was issued, THCR held a
conferellce call with analysts. During the call, Ribis told the analysts that increasing non-casino
sales ar the Taj Maha1 had been a prio1·ity over the past year, and cited the Taj Mahal's third
quarter revenues as evidence that the emphasis had paid off. Ribis did not say that the Taj
Mahal's non-casino revenue had increased principally because of the All Star Cafe transaction ..2/
During the call, one analyst who had misunderstood Ribis' statement about the amount of the
increase in non-gaming revenue at the Taj Mahal from third..quarter 1998 asked Ribis how the Taj
Mahal had achieved an overall gain of $5 million despite an $11 million decrease in gaming
revenues. Ribis responded that he was not famlliar with the details of TIICR's quarterly results
and suggested that the analyst speak directly with the Company's CFO.
Immediately after the issuance of the Earnings Release and the conference call, analysts
began asking questions about the details of THCR's increase in revenues. Within hours of the
conference call, the CFO spoke to several analysts who called with questions about specific
aspects of Company's third-quarter results, and he provided them v:ith infonnation about the All
Star CafC gain. Over the next few days, additional analysts raised questions about THCR 's
quarterly results, and the lack of detail in the Earnings Release. When Ribis was infonned of
analysts' reactions, he directed THCR 's CFO and Executive Vice President to speak to every
analyst who had been on the cOnference call to explain the All Star Cafe transaction. In addition,
the Company decided to accelerate the filing of its lO~Q for the quarter, which \Vould contain a
description of the one-time gain.
After receiving clarification from THCR, analysts informed their clients of the impact of
the ont>-time gain. One analyst at Bear, Stearns & Co. notified his clients on October 27, 1999
?!/ After the third-qUarter 1999 Earnings Release was issued, the Company established a
procedure by which earnings releases are reviewed by the Audit Conunittee before they
are issued.
21 Without the$ 17.2 million one-time gain, non-casino sales at the Taj Mahal increased by
only $300,000, or less than one percent, from third ..quartcr 1998 to third..quarter I 999.
that the increased third-quarter EPS resulted from the inclusion in revenue of the one-time All
Star Cafe gain. On October 28th, analysts at Deutsche Banc Alex Brown issued a report on the
effect of the one-time gain, which was disseminated to subscribers to Deutsche Banc research
over the First Call Research Network. The Deutsche Banc analysts reported that Company
management had disclosed that day that roughly $0,47 of the $0.63 third-quarter l!l1l fQnrni EPS
the COmpany had previously reported "were not operating EPS but were actually the result of an
accounting gain." 1'he ana1ysts detennined that after backing out the one-time $17 million gain,
THCR's net revenues would have fallen 2.7 %, rather than rising 1.5 % as they did when the one
time gain was included. The Deutsche Banc report also explained that, without the one-time gain,
the Company experienced negative trends in Company-wide cash flows and margins, as well as in
Taj Associales' revenues from operations, rather than the posirive trends indicated by the Earnings
Release. The analysts lowered their 1999 EPS estimate from -$1.17, contained in their initial
report on THCR' s third-quarter results, to -$1.64.101
The impact of the one-time gain was also reported in The Atlantic City Press on October
28th, Barrons on November 1n, and The New York Post on November 2nd.
On October 25"', the day the Earnings Release \Vas issued, the price of the Company's
stock rose 7 .8 % (from$ 4 to$ 4.3135 ), on volume approximately five times the previous day's
volume. On October 28th, the day of the second Deutsche Banc analysts' report and the Atlantic
City Press article, the stock price fell approximately 6%, on volume approximately four times the
previous day's volume.
Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder prohibit fraudulent
statements in connection with the purchase or sale of se<.:urities. Under Ru]e 10b··5, a statement is
fraudulent if if is made with scienter and it "omit[s] to state a material fact necessary in order to
make the statements made, ju light of the circumstances under which they were made, not
misJeading."
10/ ·rhe Deutsche Banc analysts first issued a rep0rt on THCR's third·quartcr performance
(also disseminated via First Call) on October 26th. The earlier report's headline
announced that TllCR had reported third-quarter operating E.PS of $0.63, driven by
margin gains. 'fhe analysts had also reported that net revenues were up 1.5%, despite a
1.3 % decline in gaming revenues at the Company's three Atlantic City properties. In the
initial report, the analysts had said that the net revenue increase was the result of an
increase in cash flow and profitability at the Atlantic City properties (including the Taj
Mahal) and concluded that the increase in cash flow indicated that the Company's
emphasis on cost reduction had been effective. As a result of the reported quarterly
performance, in the initial report, the l)eutsche Banc analysts had raised their 1999 EPS
eslimate.
important when deciding whether to buy, sell or hold the securities in question. S.~.~· !!!!~.~£.I~.~.:..Y:
Levinson, 485 U.S. 224, 231-32, 108 S. Ct. 978, 983 (1988). To constitute a violation, the
material misstatement or omission must be made with scienter. Aaron v. SEC. 446 U.S. 680, 701
02, 100 S. Ct. 1945, 1958 (1980). Scicntcr is defined as "a mental state embracing intent to
deceive, manipulate, or defraud." Ernst & Ernst v. Hochfelder. 425 U.S. 185, 193-94 n.12,c"m,;'">---~
(b)(5)
The om1ss1on f1om the Earnings Release of t11e infonnauon thal 1'HCR's ;nm forma net
income included a $17.2 million one·time gain was n1aterial. That 01nisslon was material to the
assertions in the Earnings Release that pro fonna net income for the quarter had improved
(:Ompared to the prior year, that pro forrna net income had exceeded analysts' expectations, and
that the quatterly results showed that management had been effective in improving the Company's
operating performance. THCR 's asse,rtions about its positive and improving performance for the
quarter were based upon its proforma net income- income before Trump World's Fair closing
costs of $81.4 million. The use of this llli! fonna number, and the presentation of the Q£Q fomla
net incon1e as a measure of the Company's operating results, made the undisclosed inclusion of a
$17.2 mi Hi on one-ti1ne gain in the c:on1pany's pro forn1a net income malerially misleading. The
one-time gain represented the difference between positive trends in revenues and earnings and
negative trends in revenues and earnings, and the difference between exceeding analysts•
expectations and falling short of them. Thus, the ornission of information about the one-time
gain obscured a negative trend and a failure to meet analysts' expectations, and therefore could
l'easonably have led analysts and inveslors to draw inaccurate conclusions a.bout THCR's
quarterly results,
1lJ Similarly, an Officer of an issuer who makes such misrepresentations or omissions wilh
scienter violates the antifraud provisions. S~~ -·~i~C..:v... Savoy Indus., 665 F.2d 1310, 1315
(D.C. Cir. 1981); Elkind v. Liggett & Myers, Inc., 635 F.2d 156, 163-64 (2d Cir. 1980).
Cf. David C. Fannj!l, Securities Act of 1933 Release No. 7977(May 15, 2001)(corporate
officer who participated in the drafting of mJslcading earnings releases violated Section
17(a)(3) of the Securities Act).
IV. CONCLUSION
In this case 1 THCR's Earnings Release created the false and misleading impression that
the Company had exceeded earnings expectations through operational _improvements, when in fact
it had not. Under the federal securities Jaws, even where earnings statements are literally true,
they may be materially misleading. The touchstone of accurate disclosure under the securities
laws is not literal truth. Thus, even if particular statements, taken separately, are literally true,
they wil1 be fraudulent if, taken together and in context, they would mislead a reasonable investor
about a material fact (and jf the requisite scienter exists). The materiality of omitted infonnation
must be determined in light of the statements taken together and the context in which they are
made. Thus, an issuer's announcement of an improvement in revenues, net income, and operating
trends without disclosure that the improvement was the resuJt of a non-recurring gain is materially
misleading.12/ If such a material 01nission is made \Vi th scicnter, it violates Section lO(b) of the
Exchange Act a11d Rule lOb-5 thereunder.
12/ This is true whether the figures are calculated in confonnity vvith GAAP or, as ln this
case, are J!!Q forma numbers.
2l(a)Reportl2.wpd Nov 6, 2001
UNITED STATES OF AMERICA
Before the
---- -- - -- -- - - - - -- - - - - -- -- .......... x
---------X
I. INTRODUCTION
The Commission staff has conducted an investigation into the issuance of an earnings
announcement by 'frump Hotels and Casino Resorts, Inc. ("THCR" or "the Company"). On
October 25. 199·~-!~I~CR issued a press !,~~9a~ eeinccrniueiiiffi.tiifliig its'$§~['#: the third~
quarter~ (the ''farm~2la~h\~i. ~'.''!11';'!4l,.or the "Rcl:asc'WRe!~~:;ej). The . .
Eattllng~ Relc~sc announced that 4tTtetflle:COmpany".s ·net income~ 1ncreased to $14.8 1n1llion
01 $0.63 pc1 .~lia1c, bcfote a ouc.. thuc 'ftUiilp \\'01ld's fah cha1gc, cvnipatcd to $5.J odllio11 01
$0.24 pe1 "Share·1n·l998." Tiie 11et incon1c figruc tiscd i11 the Release was a p10 fwrna 1101nbc1
because it cxp1cssly adjusted i11con11~·-fur-the-qtrru tc1 to cxclttde the 011c~thne Ttuntp \'f/01 Id's Fait
chatge of $81.4' 111illion. (Accotdingly, the uct iucontc fig ate is hc1caftc1 1eforrcd to as ')zm
for1na 11ct i11co111c" a11d tl1c EPS figu1c det i vcd TI 0111 the p10 fo11na 11et inc.ou1c is 1cfc11cd to as
"p10 fo11gy EPS.:J In addition to using the pto frn1na net i11con1c and EPS figu1e.s, the Release
-stated~nli!Hd;\~d that the Company had beaten anal ' earnin s expectations and that the
~lY,:!~t11!'!"':1(!!£<;;:!'1f;?t~·lcil'~~~-'!fttt·~''µ·~~,...11i!i·· '~in ·s --;;7h~~':!EP~-~·~
,_-~J. -~1·-~t~~,~;s~;s·' -,ti~bf~O:'srf:·_;;·· eflt~a::y:·---~~iribbfue aTili;Ep·
gam57hi~\~;rti~¥iQit created the fa]se and misleading iIDJ?fe.s~!on that th.. ~L9Q!!!R'!..1,l.Y..'S 9J:Y£JCE;!Y
, , . · · · -'- oi efafiorts ·V.•ere i-ofitablc and
,_nl.Pt9XiTii. In fact, without the one~time gain, the " · revenues and cm
Mum net inco\uc would have 4~f~f!g;d_ fr?!n. t~.Y-Rfior;.Y~f!!, a1.•.d .the;.~.o~~;t!.!?. w.o.11l~J1ave f~!~ed
l?,.n~c_t a_i.1'!tt~~#;~9;l~~~11-~f-:~1~~r..:t.?e-"~~~t ~~\~i-?avs_::~n~ in.'.~g~n.~e~?-a~alysls·'. confuf?ion
hlloiiUhe Releasec'IllCR disclosed to. anillysts the lmpact af th4;.@ne:t!ill•..gJll.g.
Because of issues relating to the use of press releases and p10 :Fortna nuntbc1s to disclose
financial results, the Commission deems it appropriate to issue this Report of Investigation
("Report") pursuant to Section 21(a) of the Securities Exchan e ~ct of 1934 ("Exchange Act") in
order to discuss its concern about mlsleading. isCloStire' in earnings press releases and
to provide guidance ~both-to companies that issue such releases and investors who re1y on
them.!/
II. FACTS
Background
11 Section 21 (a) of the Exchange Act authorizes the Comrrtission to investigate vioJations of
the federal securities laws, iilcluding violations which have not yet occurred, and to
"publish information conc·erning any such violations." The Commission has periodically
exercised its discretion under Section 2l(a) to issue a report where a question of public
importance is involved and the financial conununity should be infonned about the issue
and the Commission 1s response to it. See Spartek. Inc. and· John A. Cable, Exchange Act
Release No. 15567 (February 14, 1979) (Loomis, C., concurring); The Commission's
Practice Relating to Reports of Investigations and Statements Submitted to the
Comnussion Pursuant to Section 21(a) of the Securities Exchange Act of 1934, Exchange
Act Release No. 15664 (March 21, 1979). This Report pursuant to Section 21(a) does not
constitute an adjudication of any fact or issue addressed herein .
.'"/./ Ribis's contract with THCR expired in June 2000 and was not rene\IJed. Ribis is no
longer associated with the Company.
111 Scptc111bc1 1999, Taj ?llfa:J 1al Associates {"Taj Associates"), 3 Tl ICR subsidia1 y, took
ovc1 the i\ll Stat Caf6 locatcd in the Taj l\tai1al Ca:Siuo f1on1 Planet [lolly wood Jntcrnational, Inc.
011 Scptc111bc1 15~ 1999, 1).j Associates, Planet !lolly wood, a11d the All Stai Caf6, l11c.1cachcd
ru1 ag1cc111c11t, pu1sua11t to which, cffccti '' Scptc111bc1 24, 19~9, the All Star Cafl's ]case of space
at tlte Taj P..ial1al ~~void be te11ni11ated a11d 1\ll Stat NOnld be 1clicvcd of its 1c11tal obligatio11s to
TIICR. ]111et~111, Taj Associates would 1ecei~e tl1c 1\ll Stat Caf6's leasel1old iu1p1o~c111cuts,
. <iltc1atio11s, atid cc1 tai11 pc1so11al p1 opc1 ty. Based 011 a11 i11dcpc1tt:lc1tt app1aisal mid co11sistc11t witl1
the ad vice of its outside audito1, &1d witl1 gc11c1ally accepted accounting p1it1ciples f'OAA:.."ll'),
'ffICR 10:01dcd $19 .2 1uilliou 1 the estin1atcd fai1 1Jla1kct '<rlac of these assets, as a COll1poucnt of
. opet:atlug inco1ue fot thhd'"qurutet 1999.
m
c
ata defined net income, or net profit 1 fo1 tl19 9ua1 te1 as income before the World's Fair closinf
, · · ._ · · • osts and the,cumulative effect of a chan e in accountin°
ri ci le.· Usin 1hese ru:Q forrna net iuco1nd11:.imbers, the Release anuouuced m that the
Company's quarterly earnings exceede<l analysts' expectations:
Net income increased to$ 14.0 million, or$ 0.63 per share, before a one-time Trump
World's Fair charge, compared to$ 5.3 million or$ 0.24 per share in 1998. THCR's
earnings per share of$ 0.63 exceede<I First Call estimates of$ 0.54.~/
The Release aJso suggested that the Company's increase in net iucou1c£amingJ was the
result of increased operating margjns, decreased marketing costs, and increased c8sh sales from
non-casino operations. In the Release, Ribis was quoted as saying:
Our focus in ·1999 was three-fold: first, to increase our operating margins at each
operating entity; second, to decrease our marketing costs; and third, to increase our cash
sales from our non-casino operations. We have succeeded in achieving posltive results in
each of the three categories. The third quarter and.nine month results for the company
'J./ The accompanying financial data also include<! fi ures for net income (loss) and eamin~
Pi.~sr~--~1 th~ qtt~t~1 that, cousistentin ~ec~rctanc with keneranv -accepted accou~ong
rtm:rn?ksf:GAAPt~· included the World's Fau charge. Those figures were, respectively,
a loss of $67.4 million and earnings per share of -$3.04.
indicate that we have successfully instituted the programs that we focused on during
1999.
"fhe table below illustrates the impact of the oneMtime gain on the trends reported in the
Earnings Release:
(In thousands)
'11 In September 1999, Taj Mahal Associates ("Taj Associates"), a THCR subsidiary, took
over the All Star Cafe located in the Taj Mahal Casino from Planet Hollywood
International, Inc. On September 15, 1999, 1'aj Associates, Planet Hollywood, and the
All Star Cafe. Inc. reached an agreement, pursuant to which, effective September 24,
1999, the All Star Cafe's lease of space at the Taj Mahal would be terminated and All Star
would be relieved of its rental obligatlons to THCR. In return, Taj Associates would
receive the All Star Caf6's leasehold improvements, alterations, and certain personal
property. Based on an independent appraisal and the advice of its outside auditor, THCR
recorded $17.2 million, the estimated fair market value of these assets, a"! operating
income for the thinJ quarter 1999.
~/ See note te§., infra (noting that the first research report by Deutsche Banc after the
issuan~e of the E~ings .Releas~-.~~-£L!~~oi:te_d.thal-#-!'2-f~~U $g._9~-t~ird~~.~~~er EfS
\l,l~'!~J[iy~~Ji"'._rgqrJ;1~a1ns)_._~~ly ·".'1.a~ ,~~~~;1:1? ment10~,;.of.the one;,11m~. ga_t~ .-~.n the
text. of the Ejitriings ~e1e~erb1Jt,th~ finan_cialtiat:a 1ricluded _in.:the Relea~_e. gaye n?
·JndiCiltion'bf:it::llcCauSc;-·a~ -diS(;~Ss¢ below? ,aJJ- ·ffiye.!ll!~.ii~h1$.;.~~~i:i..fe.tJ~t~Q. ~TI ii ·JWg-16
line .fieri:i:·
Revenues. $397,387 $403,072 $385,872
EPS !ia§&,872
Historically, THCR announced its quarterly results through an eaffiings release that
provided a detailed account of the Company•s financial performance. These earlier earnings
releases itemized revenues (on a Company~widc basis and also by property) by "Casino,"
"Rooms," i•Food & Beverage," and "Other." In addition, they provided detailed infor1nation
regarding each casino's performance in terms of slot machine play, table game play, and poker,
keno, and race wagers, as we!J as information regarding each casino's number of hotel rooms
sold, average room rates, and occupancy rates. In the third quarter of 1999, ltowever, Ribis;
folio•• ing sio1ila1 111odcls used by TI!CR's conrpctitoxs_, de.cided lo adopt a more concise, or
11
- -
streamlined," ~for~~ eamings release§. Unlike the roorc detailed earnings
.
releases of earlier quarters, the new, streamlined format did not break out revenue items. but
instead disclosed revenue as a sing1e Jine item for each casino. Thus, the streamlined format did
not breakout "other revenue," the line-item classification in which the $17 million one-time AU~~
Star Cafe gain would have been reported under the old fonnal
At 10:00 a.m. on October 25, 1999, the day the Earnings Release was issued, THCR held
a conference call \i.rith analysts. ~the call, Ribis told the analysts that increasing non
casino sales at the Taj Mahal had been a priority over the past year, and cited the Taj Mahal's
~!!artcr revenues as · ·.that the emphasis had paid off. Ribis did not sayieifJll4
~that.the 'faj fvia:hitl'sMph l"htt1linc'rease non-casino revenue had i11c1.ea.~~
p1i11cipal1)~ because of the All~Star CafC transaction.ft/ Du1 i11g tl1c cali.Wh"Jrl one analyst
who had nci:sunderstood:Ribis' swte111ent nbout the anrount of the iuctease in non~gau:ting
xcvc11uc at the. T~jtlaJral ftoot ttiird~qua1 te1 I9985pet'ifif.ail-\l asked Ribis how t11c Taj Mahal had
achieved anfiiictifa.liu:g~ overall gain of $5 ttrillion despite an $11 million decrease in gaming
revenues:-j Ribis tespl".l11ded tl1a1· he was 11ot fauriliar witl1 tl1e details of TIICR's quat te1 ly 1csults
and suggested that the analyst speak directly with the Company's CFO.
Immediately after the issuance of the Earnings Release and the conference call 1 analysts
1
a
began aski11g quc,stious abouiliuesti-Oniri the details of TI ICR'sAAd increase in revenues.
Within hours of the conference call, the CFO spoke to several analysts who called with questions
about specific aspects of Co1npany's tl1itd quatterfi1ird'3La,~~l results, a11d lie p1ov ided tl1c111 witlt
infon.nation aboonh~~ll Star€af£J\.•in. Over the next few days, additio~al analysts raised
questions about Tl!eR-s qtr.Mer!y!ii~ reported results, and the lack of detail m the Earnings
Release. When Ribis was infonned of analysts' reactions, he direclcd TH~ CFO and
Executive Vice P1e.~idcot£ll to speak to every ana]yst who had been on the conf;ence call to
explain the All~Star Cafe transaction. In addition, the Company decided to accelerate the filing
of its 10-Q for the quartet, wl1icl1 ~.. ould co11tai11 a dcsc1 iptio11 \".If tl1c 011c ti111c gai11.
----Afte1 1ecei vi11g cla1 ificatio11 fil".ltn 'fIICR, analysts i11fo1111cd tl1ei1 c1ie11ts of tl1c i1npact of~
11 AftetS'i;;:T~ the third-quarter 1999 Earnings Release was issued, the Companyiha!
established a procedure by which earnings releases are reviewed by the Audit Committee
before they arc issued.
:Ylitltout tire $'17.2 nrillion 011c ti1ne gain, no11-ca.~i110 sales at Lite 'faj M.d1aI increased by
(')nfy .$300)008,·_ 01 lc8s than. o_nc _pc1cc1tt, frotn t~tllird-g_uart_er 19_98 ~l".I thhd-tja<'h_te1~10~~
fariliii£l'evemie10t111~MJil)a1;J!S1¥xin,iii;;lY n1~nfiiiiori. ~TbiM<itia(W 1999
tiOQ ~:garll'i n$_ feyenuet fQf-..th~· :t3f.Mah_a1" ivas_-1lPntoxirl-ta1C1v~$49~mt tfi cirftna~kl ng -Oiitt~
_§I 7:2 'rrilJ.t}On \:\IJ-S1f1t_O_~e:'~aj_ri:: tn~·. Tai ·M,llhai~s·~~l?'rl~_ga.1W1_lgft\·Cn11C:aRiUa161
deereaSeir sli-ghtly. and jt'§ )pta.l :revenue'de,C.~aset:t bY·$1-r:9 miliiOri!
yrun;a·:fev..·~avs;.a'fla1£'.sts
~"' °''"'"'"('1> C' •"<'."'"""""""'""""'' on:a ·'iiii' the one~tlme
.ORa"'•*>l
·transmtttea 1nfdr' . fi°""'
. grun:t6'·t
c . j
1c1r
£1ilrit%.One analyst at Bear, Stean1s & Co. notified his clients on October 27, l 999 th~t the
increased third-quarter EPS resulted from the inclusion in revenue of the one~time All-~Star Cafe
gain. On October 28th, analysts at Deutsche Banc Alex Brown issued a report on the effect of
the one-time gain, which was disseminated to subscribers to Deutsche Banc research over the
First Call Research Network. The Deutsche Banc analysts reported that Company management
had disclosed that day tJ;tat roughly $0.47 of the $0.63 third-quarter l!!I! fo1ma EPS the Company
had pl'eviously reportedj «were not operating EPS but were actually the result of an accounth1g
gain." The analysts determi,_,ry~d that after backing ?~t the one-time $17 .million ~~~s net
X:C~enues woul.d l1a•c.fa1Ic11~ 2.7 ~~5~1+hary PrJRg 1.5 % as tltcy did whctthad·appeafed,
~the 011c hntc gan1 was 111cludc . - rn1ngs:Release. The Deutsche Banc report also explained
that, without the one~tirne gain, the Cotnpany _experienced negative trends in Company~wide cash
flows and margins 1 as well as in 'raj Associates' revenues from operations, rather than the
positive trends indicated by the Earnings Release. The analysts lo"·ered their 1999 _EPS estLmate
from-$!.! 7, contained in their initial report on THCR's third-quarterresults, to -$1.64.2/
'I'he i111pact of tl1e 011e=tin1c gain was also 1cpo1tcd h1 The Atlantic Cit> Ptess 011 Octobct
·28th, Batrott.$ 011 No~c111bc1 1~. artd The flle·,,.· Yerk Pest e11 ~Je .ember 2nd.
On Octobct 25m, the day the Earnings Release was issued, the price of the Company's
stock rose 7.8 o/o (from$ 4 to$ 4.3135), on volume approximately five times the previous day's
volume. On Oetobe1 28m-;-the day of the second Deutsche Banc analysts• report and the Atlantic
City Pless a1ticle, the stock price fell approximately 6%i, on voJume approximately four times the
mvious day's volume.
9/ The Deutsche Banc analysts first issued a report on THCR's thirdMquarter perlormance
(also disseminated via First Call) on October 26th. The earlier report's headline
a1111ounced that THCR had reported third-quarter operating EPS of $0.63, driven by
margin gains. The analysts had also reported that net revenues were up 1.5%, despite a
1.3 % decline in gaming revenues at the Con1pany's thn."!C Atlantic City properties. In the
initial report, the analysts had said that the net revenue increase was the result of an
increase in cash flow and profitability at the Atlantic City properties (including the Taj
Mahal) and concluded that the increase in cash flow indicated that the Company's
emphasis on cost reduction had been effective. As a result of the reported_ q~$;JlY
performance, in th~_~i.~L~l r~ort. the Deutsche Banc analysts had ~~reas{~d their
1999 EPS estimate".1o'!l'•1o'!'s'~.
10/ The impact of the one-time gain \\'as also reported in the general media, spccit1cally in
articles in The Atlantic City Press, Th.~..N~w...Y9.tk.Posl, and Barrons. l'he first of those
articles was published October 28, 1999 -three business d;:tys after the Earnings Release
was issued.
Ill. LEGAL ANALYSIS
Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder prohibit fraudulent
statements in connection with the purchase or sale of securities. Under Rule 10bk5, a stateu1e11t
is Naudule11t if it i& 111adi witlt ~ientc1 a11d itR·ule JOb-5 defines as fraudulent. a stateinenr thai
11
omit[s] to state a material fact necessary in order to make the statemenlS made, in light of the
circumstances under which they were made, not misleading."
---TTlrhu"''""'·.i:£n issuer violates Section IO(b) and Rule !Ob·5 if it makes fraudulent statements .
in public reports to investors, including press releases and other public statements. See SEC v.
Koeujg, 469 F.Zd 198 (2d Cir. 1972); SEC v. Great American Industries, Inc., 407 F.2d 453 (2d
Cir. 1967), cert. denied, 395 U.S. 920 (1969). See also SEC v. Texas Gulf Sulphur Co., 401 F.2d
833 (2d Cir. 1968) (en bane), cert. denied, 394 U.S. 976 (1969). In Public Statements by
Corporate Representatives, Securities Act Rel. No. 6504 (January 1984), the Commission
reminded registrants that "[t]he antifraud provisions of the federal securities laws apply to all
public statements by persons speaking on behalf of the registrant." The Commission also made
clear that ublic announcetnents and Pjl'SS releases constitute public statements. M.L. fihe So'u1J' jri
EC. v. Texas Gulf Sul hur Co. which ·i~Olved a resS release .sin1il<1tl stated!
u oses.
fio1F.2dat861-1163 lempht1sis adde'di.1 See also Carter-Wallace Inc. Sec. Litig., 150 F.3d 153
(2d Cir. 1998) (advertisements by Jssuer can be ''Jn connection with" the purchase or sale of
securities); Sunbeam Corooration, Exchange Act Release No. 44305 (May 15, 200l)(issuer
violated Section !O(b) and Rule !Ob·5 when it disseminated materially false and misleading press
releases).Jli
11.I Similarly, an officer of an Issuer who makes such misrepresentations or omissions with
scienter violates the antifraud provisions. See SEC v. Savoy Indus., 665 F.2d 1310, 1315
(D.C. Cir. 1981); Elkind v. Liggett & Myers, Inc,. 635 F.2d 156, 163-64 (2d Cir. 1980).
Cf. David C. Fannin, Securities Act of 1933 Release No. 7977(May 15, 200l)(corporate
(continued...)
ffr,Jj~lC antifraud provisions. a ·ITTJSteures~Otation or Omission must be material!
heani.Pfi! thal a rea~.Qn~J]J.~J.nYJ~i?!Qr \voul.Q.h;1ve Co~sia.ered the, misrepresented or 01nittcd faci ~
-ilnportant \vhen deciding whethet to buy. sell or· hold the securities in question. See Basic Inc. v:
Levinson,485 U.S. 224, 231-32. 108 S. CL 978/983·(!988).!2/l
The omission from the Earnings Release of the info1mation that THCR's JEQ fmxm
~income included a $17-:2 million one-time gain was material. That omission was
material to the asserti.ons in the Earnings Re1ease that ~J.!.~~ llCt i11co1nc fo1 the qbartct had
i1np1ovcd co1upa1cd to1hc p1io1 teat, that pio fo11ua 1.1g,jncon1ctlua1terly.eamin& had exceeded
.analysts' expectations, [~at quarterly famings had improved over the prior year .•and that the
qumtc1 ly 1csu1ts1esuhs for the quarter. showed that management had been effective in improving
the Company's operating perfonnance,
ere
!!/(... continued)
officer who participated in the drafting of misleading earnings releases violated Section
I 7(a)(3) of the Securities Act).
121 To violate Section lO(b) and Rule 10b~5, a material misstatement or omission must be
made with scienter. Aaron v. SEC, 446 U.S. 680, 701-02, LOOS. Ct. 1945, 1958 (1980).
Scienter is defined as "a mental state embracing intent to deceive, manipulate, or
defraud." Ernst & Ernst v. Hochfelder, 425 U.S. 185, 193-94 n.12, 96 S. CL 1375, 1381
n.12 (1976).
JV. CONCLUSION
111 tliis case, 'flICR!s Ea111ings Release c1eated tl1c false a11d 1nislea:di11g itnptessio11 tl1at
tl1t Cµtnpaay !1ad exceeded ea11dngs expectations tl11ougl1 ope1ational in1p10 9t1nc11ts, wl1cu i11
fact it liad not. Undet tile fcdc1at sccu1itics laws, cfven where earnings statements are literally
true, they may be materially misleading. The touchstone of accurate disclosure under the
securities laws is not literal truth. Thus, even if particular statements, taken separately, are
literally true, they will be fraudulent if, taken t @ n d m context, they would mislead a
reasonable investor about a material fact (a11d if An<fthe 1cquisite scien1c; cxi5t!). l11e
materiality of omitted information must be deterffii.~ed.in light of the statements taken together
and the context in which they are made. -Thus, an issuer's announcernent of an iinp1v~e111c11t
i111c~e11ues, 11et income, a11d vpe1atil1 hcnds witl1out di~S,Lo~2rc ~l1at ~lie iptp1oven1cnt was the
· · · oreamin s fi ure whethef'Ciilculated in i:!ccordance with GAAR
United States
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--------------------------·----X
ORDER INSTITUTING
CEASE· AND-DESIST
TRUM:P HOTELS & PROCEEDINGS
CASINO RESORTS. INC., PURSUANT TO SECTION
21 C OF THE SECURITIES
EXCHANGE ACT OF 1934,
Respondent. MAKING FINDINGS, AND
!SSUJNG CEASE-AND
- -- - - - - - - - - - - . - . - - .. - - ... - - .. --X DESJST ORDER
I.
The Securities and Exchange Commission ("Commission") deems it appropriate that cc.asc~
a.ndMdcsist proceedings pursuant to Section 21 C of the Securities Exchange Act of 1934 ("Exchange
Act") against Respondent Trump Hotels & Casino Resorts; Inc. ("Trwnp Hotels" or "'the Company")
be, and heTeby are, inst\tuted.
II.
1b}(5'•
n1.
On the basis of this Order a.nd the Offer, the Commission makes the following findings:
SUMMARY
A. On October 25, 1999, Trump Hotels issued a press release armotmcing its results for the
third quarter of 1999 (the ''Earnings Release" or the "Release"). To announce those results, the Release
used a tJet ini;-Qme figure that differed from net income calculated in accordance with generally acc1:pted
accounting principles C'GAA.P"), Using that non~GAAP figure, the Release touted Trump Hotels'
p\upo11edly positive operating results for the quarter and stated that the Company had beaten analysts'
earnings expectations.
B. The Earnings Releas1o: was materially misleading bec.ause it c;reated the false and
misleading impression that the Company had exceeded earnings expectations primarily' through
operational improvements, when in fact it had not. The Release expressly stated that the net income
figure excluded a one-time charge. By stating that this one-time charge was excluded, the Company
(b)(5)
implied that no other significant one-time itemg were included in its stated net income. Contrary to that
implication, however, the stated net income inc;luded an undisclosed one··time gain of $17.2 million.
C. The misleading impression created by the referenc.e to the single one-time charge and e ' - -
undisclosed i11c:Jusion of the one·time gain \Vas reinforced by the comparison of the stated earn.in per·
shar~ figure with analysts' earnings estimates and by statements in the Releq.se that the Company een
successful in improving its operating performance. In fact, without the onewtime gain, the Company's
revenues and net rncome \vould have decreased from the prior year and the C.ornpany would have failed
to meet analysts 1 expectations. The undisclosed one·time gain was thus material, because it
represen1ed the difference between positive trends in revenues and earnings and negative trends in
revenues and earnings, and the difference between exceeding analysts' expectations and falling short of
them
D~ .By knowingly or recklessly issuing a materially rolslead1ng p:ress release, Trump Hotels
violated Section lO(b) of the Exchange Act and Rule !Ob-5 thereunder.
SETTLING RESPONDENT
3
12127Io1 Till' 17, 51 FAX (b)(6) (b)(7)(C) SEC OFC SECRETARY lill 005
Exchange. The Compa.n.y1 s executive offices are in New York City, and its business and financial
operations are centered in Atlantic City.
(bi(S)
12127/01 THU 17:51 FAX (b)(6),(b)(7)(C) SEC OFC SECRETARY !aJ 006
,FACTS
qu1:'. ·:r9.
e Earnings Release
G. On October 25, 1999 T1urnp Hotels issued the Earnings Release, publicly announcing its
re;:sult" for the third quarter of 1999. The Rel~ase, and the accompan;,.ing financial data, defined net
income, or net profit, for the quarter as income before a one-time Trump Worldts Fair closing e-ha.rge of
$81,4 million. Using this "pro forma" net income, 1 the Release announced that the Com{lany's quarterly
(b)(5)
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Although neither 1he text of the Release nor the accompanying financial data used the term ' 2ffi
~," the net income figure was pro forma in that it differed from 11et income ca1culated in
accordance with Gt\AP by excluding the one-time charge. (Accordingly, the net income figure
is hereafter referred to as "pro focrua net inc.ome'' and the eamings~per-share figure derived frorn
the £I2 forma net income is referred to as "pro forma EPS. ") The Release also used anothl'.r
pro fonna figure, EBITDA, ·which it defined as earnings before interest. taxes, depreciation,
amortization, corporate expenses and the $81.4 million Trump World's Fair closing charge.
The financial data contained in the Rt:lease also included figures for net income (Joss) and
earnings per share for the quarter that, in compliance with GAAP, included the World's Fair
charge. Those figures were, respectively, a loss of $67.4 million and earnings per share of ~
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12'27/01 THU 17:52 FAXl(b)(6),(b)(7)(C) SEC DFC SECRETARY ~007
H, The Release fostered the false and misleading impression that the positive results and
improvement from third-ql,Jarter 1998 arlllO\Ulced by the Company were primarily the result of
operational improvements. In the Release, 'frump Hotels' chief executive officer ("CEO") was quoted
as saying:
Our focus in 1999 was three.fold: first, to increase our operating margins at each operating
entity; .second, to decrease out marketing costs; and third, to increase our cash sales ftom our
non.casino operations, We have succeeded in achieving positive results in each of the three
categories. The third quarter and nine month results for the company indicate that we have
successfully instituted the program$ that we focused on during 1999.
I. The Release failed to disclose, however, that the Company's :J2tQ. !2m'u! net income for
the quarter included the one~time gain resulting; from the All Star Cafe lease termination. Accordingly, it
failed to disclose the impact of that $17.2 million one~ti.me gain upon the Company's $14 million Jll2.
fonna net income or upon any of the other figures cited in the Release. Not only wa.s there no mention
of the one~time gain in the text of the Release, bll:t the financial data included m the Release gavi;: no
indication of it> because1 as discussed below, all revenue items were reflected in a single line item.
J. In fact, without the one~timc gain, Tnunp Hotels' quarterly results would have reflected
a decline in revenues and net income and would have failed to meet analysts' expectations. The table
below ill11Strates the impact of the one-time gain on the trends reported in the Earnlngs Release:
K The E<ITT'llngs Release was misleading. The Release used pro forma numbers that
implied that all significant one-time ite!ns had been excluded, when they had not. The Release compared
the pro fonna EPS to analysts' expectations for quarterly EPS, which are generally and were in this case
calculated on the basis of cou6nuing,business operations, thus reinforcing the false implication that all
one-time items had been excluded. Moreover, the Release highlighted improvements in tht::: Company's
operations, i.e., the Company's irtcreased opera.ting margins, d1::creased marketing costs, and increased
$3 04,
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12/27/0l mu 11:52 FAX (b)(6),(b)(7)(C) SEC OFC SECRETARY
cash sales from non-casino operations.~ By mak1ng these representations about Trump Hotels' quarterly
performance, without disclosing the existence or impact of the one~tim.e gain, the Release created the
false and misleading impression that the Company's third~quarter :results had improved over the results
for third-quarter 1998 and had exceeded analysts' expectations primarily because management had
been effective in improving the Company's operating perforrnance, 4
L. Historic.ally, Trump Hotels announced its quarterly results in an eatning.s release that
included :financial data. presented in a format similar to that of a Form l OwQ or Form 1O~K financial
statement. Among other things. financial data irl these earlier earnings releases itemized revenues (on a
Company-wide basis and also by property) by '1Casino," "Rooms," "Food & Beverage." and '10ther."
In the third quarter of 1999, however, at the direction of the Co1npany's CEO, the Company adopted a
less detailed, or "str1.;amlined, 11 format for th.e financial data contained in its earnings releases. Unlike the
more detailed format used in earlier quarters, the new, streamlined format did not break out revenue
items, but instead disclosed revenue as a single line itrml for each casino. Thus, the stTe.amJined format
did not break ou1 "other revenue/' the line·item c:la.ssifieation in which the $17 million one~tim~ All Stn.r
Cate gain would have been reported under the old fonnat.
Although the statements about increased operating margins, deci:eased marketing costs, and
increased cash sales from non~c:asino operations were Jlominall~y true, in the context of the
Earnings Release they were misleading, because, without the $17.2 million one~time gain, the
increases in n1axgins and cash from non~casino operations were negligible. Excluding the one~
time gain, Tntmp Hotels' operating rnargins increased by 0.4°/o from third-quarter 1998 and it.s
non~gaming revenue tncreased by $1.8 million, or approximately 2.25°/u. The Cornpan;ls
marketing c;ost~ (as represented by promotional allowan<::es) decreased by approximately
$549,000, or approximately 1o/o.
See note 7, infri! (noting that the first research report by Deutsche Banc after the issuance of the
Earnings Release had reported that the Company's $0,63 third-quarter EPS was driven by
margin gains).
The contract of the CEO expired in June 2000 and was not renewed; he is no longer associat~d
with the Company. After t11e events at issue1 the Company established a procedure by which
earnings releases are reviewed by the Audit Committee before they are issu~d.
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12'27/01 THC 17:52 FAX (b)(6),(b)(7)(C) SEC OFC SECRETARY [itJ 009
million. The Company also knew that the Eamip.gs :Release used a proforma net income figure that
expressly excluded the $81.4 million one-time charge but did not disclose the existence or impact of the
$17 ,2 million one-time gain.
N. At 10:00 a.m. on Octobe< 25, 1999, the day the Earnings Release was issued, Trump
Hotels held a conference call \\tith analysts. Owing the call, the CEO told the analysts that increasing
non-casino sales at the Taj Mahal had been a priority over the past year, and cited the Taj Mahal's
third-quarter revenues as evidence that the emphasis had paid off. The CEO did not say that tbc Taj
Mahal's non-casino revenue had increased priniarily because of the All Star Cafe transaction. 6
0. Immediately after the issuance of die Earnings Release a:nd the conference call, analysts
began asking questions about the details of the Colnpany's increase in revenues_ Within hams of the
conference call Trump Hotels' CFO spoke to sevC('ai analysts who called with questions about specific
aspects of Cotnpany's third-quarter results, and ;h~ provided them wit111nformation about the Alt Star
CafC gain. Over the next few days, additional analysts raised questions about the quarterly r-esults, and
the lack of detail in the Earnings Release. As a result, the Company's CFO and Treasurer attempted to
speak to every analyst who had beer.ion the confeience call to explain the All Star Caf6 transaction, In
addition) the Company decided to accelerate the ~ling of its 10 ..Q for the quarter, which would contain a
description of the one--tim.e gain.
P. After leam:ing about the one-time 8ain, certain analysts infomJ.ed tht:ir clients of its
impact. One analyst at Boar, Stearns & Co. notified his clients on October 27, 1999 that the increased
third-quarter EPS resulted from the inclusion iri revenue of the one-time AU Star Cafe gain. On October
28th, analysts at Deutsche Banc Alex Bro\vn isSued a report on the effect of the one~time gain, which
wa.s disseminated to subscribers to Deutsche B.inc research over the Fjrst Call Research Network. The
Deutsche Banc analysts reported that Company.ni.'anagement had disclosed that day that roughly $0.4 7
of the $0.63 third-quarter pro fonna BPS the C0mpany had previously reported '"were not operating
.EPS but were actually tb.e result of an accounti~g gain." The analysts determined that after backing out
the one-time $17 million gain, Trump Hotels' net revenues would have fallen 2.7 o/o, (ather tlum rising
1.5 °;., :JS they did when the one-time gain was included. The Deutsche Banc report also ~xplained that,
without the one-time gain, the Company experiericed negative trends in Company-wide cash flows and
margins, as well as in T~i Associates' rcvenues:fi:Om operations, rat11er than the positive trends indicated
by the Earnings Release. Adjusting for the impa:Ct of the one~time gain, the Deutsche Banc analysts
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Without the$ 17.2 million one-time gaih. tnon-casino sales at the Taj Mahal increased by only
$300,000, or less than one percent, fron\ tfurd-quarter 1998 to third-quarter 1999.
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(b)(S)
o ered their 1999 RPS estimate from -$1.17, c~ritained in their initial report on Tn1mp Hotels' third
uarter results, to ~$1.64. 7 :
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Q, On October 25°', the day the Eanj.i4Ss .Release was issued, the price of the Company's
.__ _ __,,tock rose 1.8 % (from$ 4 to$ 4.3125), on vo1~e approximately five times the prevlous day's
volume. On October 28m, the day of the secondjtie·utscbe Banc analysts' report, the stock price fell
approximately 6o/o. on volume approximately fowl:times the previous day's volume, 5
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R. On November 4, 1999, Trump Hpiels filed its quarterly report on Form 10-Q. The 1O·
Q disclosed the existence and amount of the on~-time gain in a footnote to the financial statements.
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Trump Hotels Violatrd Section IO(bl of tbe :r.jxCb!f"O.t.E!_Jli!and Rule lOb-5 Thereunder
~ ~ortJo~
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The Deutsche Banc analysts first issued Trump Hotels' third-quarter performance
(a.Isa disseminated via First Call) on Oet~~er 261h. IThe earlier repcirt's headline 8lll10unced that
Trurnp Hotels had reported th.ird-quarter~ ckeratfu~ EFS of $0.63, driven by margin gains. The
analysts had also reported that net reven~is we~ up 1.5%, despite a 1.3 % decline in gaming
revenues at the Company's tbtee AtlantiJ CityproPerties. In the initial report, the analysts had
said that t~e n~t revenue .inc:r~ase w_as thf fcs~lt ·p~an increase in cash tlow an.d profita~ility at
the Atlantic City properties (1nclud1ng t~.c:j';J.'aJ Malial) and conclud~d that the increase 1n cash
flow indicated that the Company's emphasis on cokt reduction had been effective. As a result of
tl1e reported quarterly performance, in ttlclinitial .rJ.port, the Deutschte Banc analysts had raised
their 1999 EPS estimate. j ili :
October 28 1" was also the date on which
and the Company's failttre to disclose it
IJid ~he
article ctiscussing the impact of the one-time gain
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E3rilings Release appeared in the Atlantic City
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THU 17: 53 FAX (b)(6) (bJ(7)(C) SEC OFC SECRETARY (41011
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U.S. 838 (1982). Recklessness is detincd as "cap~uot wb~c:h is highly unreasonable and which
represents an extreme departure fro1n the standardS of ord~nary care , .. to the extent that the danger
was either known to the defendant or so obviou~ tfuat the 4efendant must have been aware of it" Rolf y,,
BMh. Eastman Dillon & Co., 570 F.2d 38, 47 (2d Cir.), cert. denied. 439 U.S. 1039 (1978); see also
7 F.3d 732 741 2d Cir. 19 8 a 'i '·n fullfreck\essness standard).
Rule 1Ob-5 is viola.led \vhenever asserti ·ri ·are made ... in a. manner reasonably calculated to
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inf.uence the investing public, e.g., b ial edia . . . , if such assertions are
false or misleading or are so lncomplete~aS·to mislead irrespective of whether the issuance of the
release was motivated by corporate offidi' 'S for Jterior purposes.
401 F.2d at 861-863 (emphasis odded) .S.e.6- all'I j er-Wallace Ine. Sec. Liti ., 150 F.3d 153
(2d Cir. 1998) (advertisements by issuer can b~l"/b conneCtion with" the purchase or sale of securities);
Sunbeam Corooration, Exchange Act Release~~ 443a's 1\May 15, 200l)(issuer violated Section lO(b)
and Rule lOb-5 when it disseminated roateriall)f lse anclj misleading ptess releases).
V. The omission from the E<lfllingstt !lease; jfthe infonnation rhat T:rump Hotels' pro form.a
net incorne included a $17.2 million one-time ;,k '!Was lriisleading, for severa.l reasoru:. 9 Absent
iµ
disclosure to the contrary, the use of nro forrna h ~bers an earnings release reasonably implies that
any adjustments to GAAP 11umbers were made-·b :a COJ].S~stent basis and do not obscure a signific:aut
result or a trend reflected in the GAAP numbe1 ,_ ~ere,;1)rump Hotels' express exclusion of a one-time
charge reasonably implied that no other signifi :a. •'one~titne item was included in the pro forma net
income figure. Thts implication was reinforcc1 :.the Ci~mpany's assertions in the ~elcai)e that its
(b)(5) '
12/'7 /01 THU 17' 54 FAX l(b)(6),(b)(7)(C) SEC OFC SECRETARY ~012
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quarterly results had exceeded analysts' EPS ~ ations'' which are generally, and were in this case, a
measure of expect~d operating performaric;e. Mi!>#>·vcr, ~e·misleading impression created by the use
of the pro forma net income figure without disc" g the·,nclusion of the oue-t1me gain was reinforced by
the statements in the Release about improvem . t the ompany's operating perfonnance, specifically.
im.provements in operating margins, marketing'' $,and. ales from non-casino operations.
W. In the context of the express exc ?n.fro· pro forna net income of the one-time
charge, the comparison to analysts' earnings e;.::; · ations' and the statements about the Cornpany's
operational improvements, the omission of infi ' tion a out the onc~timc gain was material, because
the undisclosed one-time gain represented the tence e-tween positive trends in revenues and
earnings and negative trends in revenues and e. gs, ~! the difference between exceeding 1U1alysts 1
expectations and falling short of them. Thus, t · missi · of informatior1 about the one-time gain
obscured a negative rre11d and a failure to meet· ysts' ' pectations, and therefore could reasonably
have led analysts and investors to draw fali;;e i; . sions bout Trump Hotels' quarterly results.
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X. Trump Hotels, through the T Hote!l~ officers involved in the drafting and issuance
o( the Earnings Release, knew that the estim.a.t 'r ma.T et value of the All Star Cafe lease termination
was recorded as part of operating income for quart 1999 and that the estimated fair market value
cf the transaction was $17.2 million. Trump H. t knC that the Earnings Release used a pro forrna
net income figure that expressly excluded the o' ime c. arge but did not disclose the existence or
impact of the one-time gain. Accordingly, T otels.' ew or recklessly disregarded that the
Earnings Relt:ase was materially misleading.
Y. While engaged in the i;;;onduct d ~bed:a' ovc, Trump Hotels, directly and indirectly,
used the means or instrumentalities ofinterstat' · e ·or the mails.
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Z. Trump Hotels committed or ca ils of Section lO(b) of the Exchange Act and
Rule 1Ob-5 thereunder by knowingly or reckle . J issu , the Earnings Release.
In view of the foregoing, the Commissi cems t appropriate lo accept the Offer of Sctt1ernent
submitted by Trump Hotels and impose the ce · d-d ist order specified in the Offer of Settlement
11/'7/0l THC 17:54 FAX (b)(6)(b)(7J(C) SEC OFC SECRETARY
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Accordingly, IT IS ORDERED, pursu to!Section 2!C of the Exchange Act, that Trump
Hotels cease and desist from committing or ca mg any violation1 and any future violation) of Section
l O(b) of the Exchange Act and Rule l Ob·S the der.
By the Commission.
Jonathan G. Katz
Secrclaxy
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12!'7t01 THU 17:54 FAX(b)(6),(b)(7)(C) --- - ... li1J 014
(b)(6! (b11.7)(C)
,V@cO
UNITED STA: ..ES OF :Ui};RJCA
Be re the
m(b~)(~5)c--~~~~~~~~~
ADMINISTRATIVE PROCEEDING
File No.
i
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In the Matter of
J.
Trump Hotels & Casino Resorts~ Inc, ('Trump Hotels» or '·Respondent'')~ pursuant to Rule
240(a) of the Commission's Rules ofPractjce 17 C.F.R §201.240(a)), hereby submits this Offer of
Settlement (nOffer") in anticipation of the ins . tion by the Corrunissicn of ceaserand~de~ist proceedings
against it pursuant to 21 C of the Securities Ex~h.ange Act of 1934 ("Exchange Act 11 ).
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This Offer is submitted solely for the P oso of settling these proceedings and with the express
understanding that it will not be used in arty Wyin these or any other proceedings unless the Offer 1s
accepted by the Counr:iission. If the Offer is a, t accepted by the Commission, the Offer is withdrawn
and shall not become a part of the record in th'. s:e or any·othor proceedings, except for the waiver
expressed in Section IV. \Vith respect to Rule. 4:fj(c)(S) of the Commission's Rules of Practice. [17
C.F.R. § 201-240(c)(5)]
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On the basis of the foregoing, Trump,' otels herciby:
12/HIOI THU 17''5 FAX (b)(6),(b)(7)(CJ SEC OFC SECRETARY ~015
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A, Admits the jurisdiction of the Co$miss~on over it and over the matters set forth in the
Order Instituting Cease-audrDesist Proceedir1S$ Pursuant to Section 21 C of the Securities Exchange
Act of 1934, Making Findings, Issuing Cease-~~-De$ist Order (''Order'').
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B. Solely for the purpose ofthose ~r~ceedings iUld "'Yother proceedings brought by or
on behalf of the Commission or in which the ~~:$tmission is a party, and without admitting or denying
the findings contained in the Order, except Pa{~Wapb .m. E. of the Order, which is admitted, consents
to the entry of the Order: ! 1
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1. Making findings that ,,
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SUMMARY ·'I
A. On October 25, 1999, Trump H~lf ls issued a press rekase aimou.neing it• results for
the third qt.1a:rter of.l 999 (the "Earnings. Rele~e j or th~ ."Release"). To ~ounce those re~ults, the
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Release used a net income f1gure that differed: ·, rn net 1ncome calculated 1n accordance with generally
accepted accounting principles ("GAAP"). U~ that(non"GAAP figure, the Release touted Trump
Hote1s' pu.xportedly positive operating results fo_ the qllarter and stated that the Company had bc;atcn
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10/27'01 THU 17:55 FAX (b)(6).(bl(7)(C) SEC OFC SECRETARY ~016
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FACTS
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F. In September 1999, Taj Mahal ll\ i es ("Taj Associates"), a Trump Hotels
subsidiary, took over the All Star Cafe located i the aj Mahal Casino from Plonet Hollywood
Intmnational, Inc. On September 15, 1999, Tij . s . 'ates, Planet Hollywood, and tho All Star Cafe,
lnc. reached an agreement pursuant to which, ~f ,.ot.ive September 24, 1999, the All Star Caff:'s lease
of space at the Taj Mahal would be terminated d Ai
Star would be relieved of its renJal oblig.alions
to Trump Hotels. In return, Taj Associates wciu r~~&ive the All Star Caf6's leasehold improvements,
?
alterations, and certain personal property. Be~a , t~ Taj Mahal was going to continue to use the
space as a restaurant, the Company's outside au "tpr;:Jrlvised, in acco:rdance with GAAP, that Taj
.4.ssoc~ates should rcco:rd as opera.ting i~cornel : r.41m.arket value of the ~ease~old improvements, (b)(5)
alterations and personal property reverting to r ·Assbc1ates. Based on thts advice and on an
independent appraisal, Taj Associates (and, o~ · '. o~lidated basis_, Trump Hotels) recorded $17,-,_ _ __,
million, the estimated fair market value of the e ss .:, as a component of operating income for hird~
quE'.l99.
(b)(5) 11 '
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G. On October 25, 1999 Trwnp Hot ls i ·. ed the Earnings Release. publicly annonncing
its results for the third quarter of 1999. TheRe ·as.e·;·
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the accompanying financial data, defined net
income, or net profit, for the quarter as incomb for' .a one-time Tn.:u:np World's Fair closing charge
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ll/ 27 /01 THr 17' 55 FAX l(b)(6\ (b)(7)(C\ SEC OPC SECRETARY ~017
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of $81.4 million. Using this "pro forrna" net ilicl~n.'~·1;:the Release announced that the Company's
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Oi.:.T focus in 1999 was three-fold: fi !m ase our operating roargins at each operating
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entity; second, to decrease our market" ¢.O ~ .and third, to increase our cash sates from our
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non~casino operations. We have succ e :4 ·::achieving positive results in each of the thr11:e
categories. The third quarter and ninelmJ~lj:~sults for the company indicate that we have
successfully instituted the programs :t ·' e '."cUsed on during 1999,
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I. The Release failed to disclose,jh4M:·'!l'lr'.; that the Company 1 s trrQ forma net income for
the quarter included the one-tiroe gain resulti g ~ ')the All Star Caf6 lease termination. Accordingly, it
failed to disclose the impact of that $17 ,2 mil i $ · ;~time gain upon the Company's $14 million lllQ
forr:Oa net income or upon any of the other fi ; ~- ..", .:in the Release. Not only was there no mention
of the one-rime gain in the text of the Release 't, '.,!financial data included in t11e Release gave no
indication ofit 1 bccausc 1 as discussed below, l "t:w: :·'~e items were reflected in a single line item.
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AJthough neither the text of the Rele e .accompanying financial data U;Sed the tcrrn "l?I2
forma, the net income figure was l!r;o1f<~~lt' that it ditl'ered from net income calculated in
11
accordanc.e with GAAP by excluding i :rime charge. (Accordingly, tho net income figure
is hereafter referred to as "pro forma ·, e" and the eamings~per~share figure derived
from the pro fOnn.a net income is re.fi
another pro forma figure, EBITDA, w
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depreciation, amortization, corporate x and the $81,4 million Trwnp World's Fair
closing charge.
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In fact, without the one-time g" •.P ij
: Hotels' quatterly results v.,·ould have reflected
a decline in revenues and net income and wou · ~·, ~ f~ed to meet analysts' expectations, The table
belo\v illustrates the impact of the onc~time ga n ~ e:·µends reported in the Earnings Release;
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implication that all one-tune Jtems had been e c udbd~ ;, oreover, the Release highlighted improvements
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Trump Hotels' quarterly performance, withou ~ silig the existence or impact of the one.. ~time g<1in,
the Release created the false and misleading i o :i that the Company>s third~quarter results had
b
improved over the results for third~quarter 19_ ~. W:'.exceeded analysts' expectations primarily
because management had been effective in i · ! 1 e Compn.ny's operating performance."
(bl(5) !
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..r.~p,~ration of the Eatllin"'" Releas I '
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Earnings Release they were mislead.in"'~ 1 without the $17.2 million one-time gain, the
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increases 1n margins and cash from n( fl c i'. perations were negligible. Excluding the one
time gain, Trump Hotels' operating m . . ': n · eased by 0.4% from third-quarter 1998 and its
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non~gaming revenue increased by $1. Ir l m~!·:>r approximately 2.25'!/o. The Company's
marketing costs (as represented by pr1 ~' a-:I Ilowances) decreased by approximately
$549,000, or approximately I%. I
See note 7, infra (noting that the first ~·riwrJ·~:Port by Deutsche Banc after the issuance of the
Earnings Release had reported that th~ s $0,63 third-quarter EPS was driven by
maxgin gains). !. i
THU 17: 56 FAX (b)(6),(b)(7)(C) SEC OFC SECRETARY
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L. Historically, Trump Hotels ~o its quarterly r~ults in an earnings release that
included financial data presented in a fonnai ~ 1.. , that of a Form 1o..Q or Fonn 10-K financial
statement. Among other things, financial dB.ta·
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a less detailed, or "streamlined," fonnat for th~ ' ·al data contained in its earnings releases. Unlike
the more detailed format u.sed in earlier qu~ , ,ew, streamlined format did not break QUt revenue
items, but instead disc.1osed revenUe as a sillgl'e 1 ' m for each casino. Thus, the streamlined format
did not break out "other revenue," the line-i~erp. 2cation in '"'hjch the $17 million one-time All Star
care gain would have been reported 1U1der th~ Q
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operating income. for third-quarter 1999 and t:J;ul 'stimated fair market value of the transaction was
Sl7.2 million. Tho Company also knew that lb )1gs Release used a p:ro forrna net income figure?
that expressly excluded the $81.4 million oner.ti .\i:rge but did not disclose the existence or impact
N. At 10:00 a.m. on October 2~, \9f;i~~: day the Earnings Release was i,,ued, Trump
Hotels held a conference call with analysts,! , . ' e call, the CEO told the analysts that increasing
non-casino sales at the Ta:j Mahal had been 6~ bver the pa5t year, and cited the Taj Mahal's
third-quarter revenl.\es as evidence that the~ :nd
paid off. The CE.O did not say that the Taj
Mal1al's non#casino revenue had increased Prlxn :
:ecause of the All Star CafC transaction. 6
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Q, Immcdiatc1y after the issuanbeio llmings Release and the conference call, analysts
began asking questions about the details of~,b lin.y's increase in revenues. Within hours of the
confert:nce call, Ttump Hotels' CFO spoke!t~·S '.analysts who called with questions about specific
aspects of Company's third-quarter results, :ad¢ ~'ided them with information about the All Star
Cafe gain. Over the next few days, add.ilia~~" taised questions about the quarterly results, and
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The contract of the CEO expired in~-~ ·land was not rene\ved; he is no longer
associated with the Company. Aftet ~
1
~ at issue, the Corop:any established a procedure
by which eamings releases are reviciw~ ~Audit Committee before tl1ey are issued.
Will1out the$ 17.2 million one~timj f "·'. '. i~ca.si~o sales at the Taj Mahal increased by only
5300,000, or less trum one percent,' l~quarter 1998 to third-quarter 1999.
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12127 /01 THU 17' 57 FAX (b)(B),(bi(7 JIC) I s~Ec Fe, ,SECRETARY
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S estimate from -$1, 17, contained in their initial
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report on Trump Hotels' third-quarter result , o.
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Q, On October 25", the day the elea.se was issued, the price of the C<Jmpany's
stock rose 7.8 % (from$ 4 to$ 4.3125), on roxim.ate1y five times the previous day's
volume. On October 28", the day of the sec d ehe Banc analysts' report, the stock price fell
approximately 6o/n, on volume approximatel fo. · s the previo11s day's volume.g
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The Di;utsche Banc analysts first iss on Trump Hotel.r;;= third-quarter perfonnance
(also disseminated via First Call) on '6111• 1'he earlier report's headline announced that
Trump Hotels had reported third-qu ing EPS of$0.63, driven by margin gains. The
analysts had also reported that net re re up 1.5%, despite a 1.3 o/o decline 1n gaming
revenues at the Company1s three Atl roperties. In the initial report, the analysts had
said that the net revenue increase w c i of an increase in cash fl.ow and profitability at
the Atlantic City properties {includi* .: j ahal) and concluded that the increase in cash
flow indicated that the Company's e1f!
h '. costireduction bad been effective. As a result
ofthe reported quarterly perfo:rrna:nc. , n · itial report, the Deutsche Banc analysts had
raised their 1999 EPS estimate.
October 28th \Vas also the da.te on w cle dJsc:ussing the impact of the one-time gaio
;:;~,:he Company's failure to disclo • t 1 Eamibgs Release appeared in the Atlantic City
12d7 /Ul THU 17: 57 FAX (b)l6),(b)(7)(C) OFC SECRETARY ~021
R OnNovember4, 1999, Trumai' led its quarterly report on Form lD-Q. The
l 0-Q disclosed the existence and amount of' e e gain in a footnote to the financial statcn1ents.
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T. To violate Section IO(b) oftlie eAct and Rule !Ob-5 thereunder. s
misrepresentation or omission must be mat ' ~ g that a reasonable investor would have
considered the misrepresented or omitted fa~i' · '. t when deciding whether to buy, sell or hold the
securities ifi question, See B · v. Le · 1u.s, 224, 231-32, 108 S. Ct. 978, 983
(1988). To constitute a violation, the mat rnent or omission must be made w)th scienter.
Aaron v. SEC 446 U.S. 680, 701-02, JOOS: t. 5 ':1958 (1980). Scientcr can be shown by
'
knowledge of the misrepresentation and 1 in~ ' Cir;;uit, by reek.less disregard for the truth or
falsity of a representation. irota v. Solitro ·.· e . s,. 673 F.2d 566, 575 (2d Cir 1982), cert.
denied, 459 U.S. 838 (1982). Recklessness d 1s : s "conduct which. is highly unreasonable and
which represents an extreme departure from'.' e · ds of ordinary care ... to the extent that the
danger was either known to the defendant of S 's tha.t the defc.udat1t must have been aware of
it." Rolf v. Blyth, Eastman Dillon & Co., SlO F 47 (2d Cir.), cert. denied, 439 U.S. 1039
(1978); see also SEC v. McNulty. 137 F.3d ii 2 •d Cir. 1998) (applying Rolf recklessness
standard). (b)(51
U. 1'hus, an i$suer that kri wing ·O s.s y makes false or misleading statements in
public announvements to investors, · clu · eases and other public statements, violates
Section IO(b) and Rule !Ob-5. Se EC v,, 9 F.2d 198 (2d Cir. 1972); Sf:Cy,, Great
American Jndustrie" Inc., 407 F.2d ~53 (2d ',cert, denjed, 395 U.S. 920 (1969). Svc also
SEC v. Texas Gulf Sulphur Co., 401F,2d8 i 1968) (on bane), cert. denied 394 US. 976
1984), the Commission reminded registrant ' antifraud provisions of the federal securities
laws apply to all public statements by pcl:'SO ·' on behalf of the registrant." The CommissJon
also made clear that public announcemehtS : leases constitute public statements Id. The
court in SEC v. Texas Gulf Sulphur Co., w ed a press release, similarly staled:
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securities); Sunbeam Corooration, Exchang l aseNo. 44305 (May 15, 2001 )(issuer violated
Section lO{b) and Rule 10b·5 when it diss terially false and misleading press releases).
V. The omission from the Eam1*~~ J e of the information that Trwnp Hotels' 12!Q
fomia net income included a $17.2 million ain was misleading? for several rea.sons. 9 Abs~nt
disclosu_re to the contrary, the use of!II!LJ!illflt in an ea.fnings release reasonably implies that
any adjustrr1ents to GAAP numbers were m c nsistcnt basis and do not obscure a significant
i:-esult or a trend ret1ected in the GAAP n_um , Trump Hotels' express exclusion of a one-time
charge reasonably implied that no other si ~tirne ite1n was included in the pro forma net
income figure. This implication was reinfo C~mpany's assertions in the Release that its
quarterly results had exceeded analysts' EP ons, which are generally, and were in this case, a
measure of expected operating performance: , the misleading: impression created by the use
of the pro forma net income figure without the inclusion of the one~titne gain was reinforced
by the statements in the Release about imp the CQmpauy' s operating performance,
specifically, improvements in operating m eting costs, and sales from non·casino operations.
W, In the context of the express l i from proforma net income of the one-time
charge, the comparison to analysts' earning' us. and the statements about the Cotnpany' .s
operational improvements, the omission of· n about the one~ti.me gain was material, because
the undist;losed or1e~tirne gain represented ce between positive trends in revenues and
earnings and negative tr-ends in revenues an and the difference between exceeding analysts'
expectations and falling short of them. Thu · sion of information about the one-time gain
obscured a negative trend and a fa1Jurc tom: s' expectations, and therefore could reasonably
have led analysts and investors to draw fals · i ns'.·about Trump Hotels' quarterly results.
X. Trump Hotels, through the tels officers involved in the drafting and issuance
of the Earnings Release, knew that the esti tu;ket value of the All Star Cafe lease termination
was recorded as part ofoperating income fo ~ 1999 a;nd that the e.stirr.1ated fair market
value of the transaction was $17.2 million. tels knew that the Earnings Release used a filQ
forma net income figure that expressly e}l;.cl e-time charge but did not disclose the existence
' (b)(.5)
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or impact of the one-time gain. Accordingly~'. p Hotels kne\V or recklessly disregarded that the
Earnings Release was materially mislcading;i::
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Y. While engaged in the conduclr e 'be~above, Tnunp Hotels, directly and indirectly,
used the means or instrumentalities ofinters!I':.
e ~merce or the mails.
Z. Trump Hotels committed or J':,· wolations of Section !O(b) of the Exchange Act
and Rule 10b-S thereunder by knowingly or ~
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S~lY issuing the
Earnings Release.
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2. Ordering that:
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Trump Hotels cease and desist from,, ·~mg.or causing any violation, and any future
violation, of Section 1O(b) of the Exchange , t d ule I Ob~5 thereunder.
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By submitting this Offer, Trump Bo · y acknowlc:dges its waiver of those rights specified
in Rule 240(c)(4) and (5) of the Cornmissio ,,; of Practice [17 C.F.R. §201.240(c)(4) and (5)].
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Trump Hotels represents that it has 4 understands the foregoing Offer; Trump Hotels
understands that final acceptance by the Co i :: of this Offer will be only by its Fmdings and
Order and Opinion, if any) issui;:d in this pr ,. and Trump Hotels avers that th)s Offer is made
voluntarily1 and that no promises, offersi tiu:. ~! nd~ceinents of any kind or nature have been made
by the Commission or any member, officer, I e, iigent, or representative of the Commission in
1
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Trump Hotels ackoowledges that it · infonned that the Commission, in its sole or
exclusive discretion, may refer or grant ace ·ii s matter, or to any infOr1hation or evidence gathered
in connection therewith or derived therefra :!: person or en1ity having appropriate civil.
administrative, or criminal jurisdiction. 11:
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Trump Hotels understands and agre .~' _pl~ with the Commission's policy 11
not lo permit a
defendant or respondent to consent to a jud Q' .order that imposes a sanction while denying the
allegations in the complaint or order for pro . ~ "(17 C.F.R. §202.5(e)). In compliance with this
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12i'7/0l THU 17,59 FAX l(b)(6),(b)(7)(C) SEC OFC SECRETARY rai 024
policy, Trump Hotels agrees nqt to take any act r to make or permit to be made any public
statement denying, directly or indirectlyi any all n ·in the Order or creating the impression that the
Order is without factual basis.. If Trump Hotels hes tlris agreement, the Division ofEnfOrcement
may petition the Commission to vacate the Ord restore this p(oceedin.g to its active docket
Nothing in this provision affects Trump Hotels 1 stimonial obligations; or (2) right to take legal
positions in litigation in which the Conuniss1on ta party,
Consistent with the previsions of 17 C. 202,S(f), Tromp Hotels waives any claim of
1
·. oceeding, including the imposition of any remedy
Double Jeopardy based upon the settlement oft
or civil p~alty herein.
Dated: , 2001
STATE OF )
) ss,:
COUNTY OF )
Notary Public
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12>21>01 THU 17:59 FAX libJ(6 Jlb\(7)(CJ I SEC OFC SECRETARY ~025
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CERTIFICATE CUMBl!NCY
Casino Resorts, lne.. , a Delaware corporation'. hr . certifies Iha! the follow:ing named person is an
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officer ofTnunp Hotels & Casino Resorts~ InC.: . e capacities hereinafter set forth and that the
signature of said officer appearing below opp9Si s name and offices is the true and correct signature.
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The undersigned further certifies that th' ! •
ve-natned officer was duly elected and has
qualified, and is acting in the offices set forthi '·l incumbent therein on the date hereof.
Dated: _ _ _ _ _ _ _ _ , 2001
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12 27/01 THU 17: 59 FAX l(b)(6),(b)(7)(C) SEC OFC SECRETARY ~OZ6
I' r
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iE RESOLUTION
!, ----~,,,,,,,,,,,,,,,,,,,,,_.I
ebr certify that I am the duly elected, qualified
,,
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nnd actmg Secretary ofTrump Hotels & Casin~, rts~:Inc., a Delaware corporation, ant that the
following is a complete and accurate copy of a tioh adopted by the Board of Directors of Trump
I
2000:
VOTED: T h a t - - - - - - -
of Trump Hotels & Casino Resorts, In~ "Cciir!'oratiM"), be and hereby is
authorized, for and on behalf of the Co' ·onj·to approve and exec::ute the "Offer of
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I further certify that the aforesaid resolution h~ beefi amended or revoked in any respect and is still
.I
in full force and effect.
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JN WITNESS WHEREOF, I have e~cc, this~Certificate a$ a sealed instrument as the dnly
,,!
elected, qualified, and acting Secretary ofTru telS' & Casino Resorts, Inc., hereunto duly
! I
authorized this day OOl
,,,
,,,
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UNITED STATES
SECURITIES AND F:XCHANGE COMMISSION
NORTHEAST REGIONAL OFFICE WRlTfll'~ llll<H"T fliAL
233 Broadway (b){6).{b)(7)\C)
Enclosed is a proposed Offer of Settlement, along with a copy of the proposed Order to
"'·hich your client i.vould consent, \vithout admitting or denying the findings therein. This version
of the Order differs very slightly from the version I previously faxed to you. See ne\v Paragraph
ill.Z., and the slightly revised ordering language on the last page of the Order. The Offer reflects
these changes.
The staff is providing these drafts for settlcrncnl purposes onl)'. The contents of the Order
and Offer is neither binding on the Commission nor admissible against the Commission in any
judicial or administrative proceeding whatsoever. J\ny settlement negotiated by the staff must be
approved by the Commission for the scttlcn1ent to becon1e effective.
lfyou have any questions or wish to discuss the c~~W'D1f~these ;apers, or to arrange for
deliver)' of executed settlen1ent papers, please call 1ne atr'--'-'-'b_''_'_'_ _,J
(u)(o),(u)(' )tc,)
Enc.: as indicated
VNITED STATES OF AMERICA
ADMlNISTRATIVE PROCEEDING
File No. 3- I , 2002
............................... x
CEASE-AND-DESIST
TRUMP HOTELS & PROCEEDINGS
CASINO RESORTS, INC., PURSUANT TO SECTION
21C OF THE SECURJTJES
EXCHANGE ACT OF 1934,
Respondent. MAKING FINDINGS, AND
ISSUING CEASE·AND
DESIST ORDER
I.
1'he Securities l.lnd Exchange Con1n1ission ("Comn1issionl>) deems it appro:t,ate that (b)(5)
cense-andMdesist proceedings pursuant to Section 21 C of the Securities Exchange ct of 1934
("Exchartge Act'') against Respondent Trump Hotels & Casino Resorts, Inc.\(b)(5)
"the Company") be, and hereby are, instituted.
II.
(bi(b)
(b)(5)
The Earnings Release
G. On October 25, 1999 Trun1p Hotels issued the Earnings Release, publicly
announcing its results for the third quarter of 1999. The Release, and the accompanying financial
data, defined net income, or net profit, for the quarter as income before a one~time 'frump
World's Fair closing charge of$81.4 million, Using this "pro forrna" net incorne, 1 the Release
ru1nounced that the Company's quarterly earnings exceeded analysts' expectations, stating:
Net income increased to$ 14.0 million, or$ 0.63 per share, before a one-tin1c Trump
World's _Fair charge, compared to$ 5.3 million or$ 0,24 per share in 1998. [Trump
llotels'] earnings per share of$ 0.63 exceeded First Call estimates of$ 0.54.'
Although neither the text of the Release nor the accompanying financial data used the
tenn '1pro forma," t11e net incorr1c figlu·e was pro foru1a in that it differed from net incotne
calculated in accordance with G,\AP by excluding the one-time charge. (Accordingly, the
net incon1e figure is hereafter referred to as "proforma net income" and the earnings-per
share figure derived from the proforma net income is referred to as "pro fonna EPS.")
The Release also used another pro forrna figure, EBITDA, which it defined as earnings
before interest, taxes, depreciation, amortization, corporate expenses and the $81.4 1nlllion
Tnimp World's Fair closing charge.
1'he financial data contained in the Release also included figures for net income (loss) and
earnings per share for the quarter that, in con1pliru1ce with GAAP, included the World1s
Fair charge. Those figures were, respectively, a loss of $67.4 million and earnings per
share of ·$3.04.
3
P;igo 0095 of 1240
ib)\5)
1b}(5·
1:bJ15'1
Q. On October 25'", the day the Earnings Release was issued, the price of the
Company's stock rose 7.8 % (from S 4 to S 4.3125), on volume approximately five times the
previous day's volume. On October 28 1\ the day of the second Deutsche Banc analysts~ report,
the stock price fell approximately 6'7~. on volume a.pproxi111ately four times the previous day's
volume. 8
R, On November 4, 1999, Trump Hotels filed its quarterly report on Form I 0-Q. The
10-Q disclosed the existence and arnount of the one-time gain in a footnote to the financial
state1nents.
Trump Hotels Violated S~ct.io!!.J.9Cbl of the Exchange Act and Rule !Ob-5 Thereunder
S. Section l O(b) of the Exchange Act and Rule 1Ob-5 thereunder make it unlawful, in
connection \Vi th the purchase or sale of securities, Tito make any untrue statement of a 1naterial
fact or to omit to state a material fact necessary in order to make the state1nents made, in light of
the cJrcumstanccs under \Vhich they were made, not misleading. 11
T. To violate Section !O(b) of the Exchange Act and Rule !Ob-5 thereunder, a
misrepresentation or omission must be material, meaning tl1at a reasonable investor \.vould have
considered the 111isreprcscnteJ or omitted fact important \Vhen deciding whether to buy, sell or
hold the securities in question. See Basic loc. v, Levinson, 485 U.S. 224, 231-32, 108 S. Ct 978,
983 (1988). ·ro constitute a violation, the material misstatement or on1ission must be made with
scienter. Aaron v. SEC, 446 U.S. 680, 701-02, 100 S. Ct. 1945, 1958 (1980). Seienter can be
shown by knowledge of the n1isrepresentation and, in the Second Circuit, by reckless disregard
for the truth or falsity of a representation. Sirola y. Solitron Devices, Inc., 673 F.2d 566, 575 (2d
Cir. 1982), cert. denied, 459 U.S. 838 (1982). Recklessness is defined as "conduct which is
highly unreasonable and which represents an extreme departure from the standards ofordinary
care ... to the extent that the danger wa..o;; either knov.11 to the dcfCndant or so obvious that the
defendant must have been aware of it" Rolfv. Blyth, Eastman Dillon & Co., 570 F.2d 38, 47 (2d
driven by margin gains. The analysts had also reported iliat net revenues vvere up 1.5~-Q,
despite a 1.3 !}O decline in gaming revenues at the Company1s three Atlantic City
properties. In the initial report, the analysts had said tllat the net revenue increase was the
result of an increase in cash flow and profitability at the Atlantic City properties
(including the Taj l\1ahal) and concluded that the increase in cash flov.' indicated t11at the
Company's emphasis on cost reduction had been effective. As a result of the reported
quarterly performance, in the itlitial report, the Deutsche Banc analysts ha<l raised their
1999 EPS estimate.
October 28 1h was also the date on which an article discussing the impact of the one-tin1c
gain and the Company's failure to disclose it in the Em11ings Release appeared in the
.A..tlantic City Press.
(b)(51
V. The omission from the Earnings Release of the infom1ation that Trump Hotels' illQ
fonna net incon1e included a S 17.2 tnillion one·time gain \Vas misleading, for several reasons. 9
Absent disclosure to the contrary, the use of pro forn1a nun1bers in an ean1ings release reasonably
implies that any adjustments to CTAAP numbers were made on a consistent basis and do not
obscure a significant result or a trend reflected in the GAAP numbers. Here, Trump Holels'
express exclusion of a one-time charge reasonably implied that no other significant one-time item
was included in the pro fonna net income figure. This implication was reinforced by the
Con1pany's assertions in the Release that its quarterly results had exceeded analysts' EPS
expectations, ~:hich are generally, and were in t11is case~ a measure of expected operating
' As explained in note l above, the Earnings Release did not use the tcnn pro fonna but the
figures in the Release were pro fonna numbers in that they differed from numbers
calculated in accordance with GAAP. Even if the Release had idenlified the numbers as
pro forma.<;, however, the Release would still have been misleading for the reasons
discussed above, The presence or absence o the term oro fbnna in and of itself is not
dispositive of the question ofw-hcther an earnings release or financial statement is
misleading.
s
performance. Moreover, the misleading impression created by the use of the pro 10m1a net
income figure wit11out disclosing the inclusion of the one-tin1c gair1 was reinforced by tl1e
statements in tl1e Release about improvements in the Company's operating perfonnance,
specifically, improvements in operating n1argins, marketing costs, and sales fro1n non-casino
operations.
W. In the context of the express exclusion from oro fOnna net income of the one-time
charge, the con1parison to anal;ysts' earnings expectations~ and the statements about the
Company's operational improven1ents, the omission of info1111ation about the onc~tin1e gain was
material, because the undisclosed one-time gain represented the difference between positive
trends in revenues and earnings and negative trends in revenues and earnings, and the difference
between exceeding analysts' expectations and falling short of them. Thus) the oniission of
informatio11 about the one:Mtin1e gain obscured a negative trentt and a failure to meet analysts'
expectations, and therefOrc could reasonably have led ru1alysts and investors to draw false
conclusions about Trump Hotels' quarterly results,
X. Trump l1otels~ through the Tnm1p Hotels officers involved in the drafting and
issuance of the Earnings Release, knew that the estin1atcd fair n1arket value oft11c All Star Cafe
lease termination \Vas recorded as part of operating income for third-quarter 1999 and that the
estitnated fair market value of the transaction \Vas $17.2 milJion. Tn1mp liotcls knew that the
Earnings Release used a pro forma net income figure that expressly excluded the one~timc charge
but did not disclose the existence or impact of the one-time gain. Accordingly, Trump Hotels
knew or recklessly disregarded that the Earnings Release \Vas materially misleading.
Y. While engaged in the conduct described above, Tn1mp Hotels, directly and
indirectly, U::ied the rneans or instm1nentalities of interstate commerce or the mails.
9
Accordingly, IT IS ORDERED, pursuant to Section 21C of the Exchange Act, that Trnmp
Hotels cease and desist from committing or causing any violation, and any future violation, of
Section lO(b) of the Exd1ange Act and Rule lOb-5 there.under.
By the Co1nn1ission.
Jonathan G. Katz
Secretary
IO
Before the
ADMJNISTRATIVE PROCEEDJNG
File No.
-----~------···---------~~----· x
bi the Matter of
I,
Trump Hotels & Casino Resorts, Inc. ("Trun1p Hotels" or "Respondent"), pursuant to
Rule 240(a) of the Commission's Rules of Practice [17 C.F.R. §201 .240(a)j, hereby submits this
Offer of Settlen1ent ("Offer") in anticipation of the institution by the c;on1mission of cease-artd
dcsist proceedings against it pursuant to 21C of the Securities Exchange Act of 1934 ( 11 Exchange
Act 11 ).
II.
This Offer is submitted solely for the purpose of!>ettling these proceedings and with the
express understanding that it will not be used in any \vay in tl1cse or any other proceedings unless
the Offer is accepted by the Cornn1issio1L lfthe Offer is not accepted by the Commission, the
Offer is withdrawn and shall not becon1e a part of the record in these or any other proceedings,
except for the waiver expressed in Section IV. \Vith respect to Rule 240(c)(5) of the
Commission's Rules of Practice. [ 17 C.F.R. § 201-240(c)(5J)
Ill.
A. Ad1nits the jurisdiction of the Con1xnission over it and over the matters set forth in
the Order lhstituting Cease-and-l)esist Proceedings Pursuant to Section 21 C of the Securities
Exchange Act of 1934, Making Findings, Issuing Cease-and-Desist Order ("Order").
B. Solely for the purpose of these proceedings and any other proceedings brought by
or on behalf of the Co1nmission or in which the Commission ls a party, and ,,,.:ithout adn1itting or
denying the findings contained in the Order, except Paragraph ID. E.. of the Order, \vhich is
admitted, consents to the entry of the Order:
A. On October 25, 1999, Trun1p Hotels issued a press release announcing its results
for the third quarter oft 999 (the "Earnings Release" or the "Release"). To announce those
results, the Release used a net income figure that differed front net income calculated in
accordance with generally accepted accounting principles ("GAAP"). Using that non~GAAP
figure, the Release touted Trump Hotels' purportedly positive operating results for the quarter
and stated that the Con1pany had beaten analysts' earnings expectations.
B. The Earnings Release was materially misleading because it created the false and
niisleading impression that t11e Company had exceeded earnings expectations primarily through
operational in1provements, when in fact it had not. TI1e Release expressly stated that the net
income figure excluded a one-time charge. By stating t11at this one~tin1e charge was excluded,
the Company imphed that no other significant one.time items were included in its stated net
incon1e. C(.)ntrary to that in1p11cation, ho\vever, the stated net income included an undisclosed
one-tiine gain of $17.2 mi11ion.
C. 'l'he misleading impression created by the reference to the single one-time charge
and the undisclosed inclusion of the one-time gain \Vas reinforced by the co1nparison of the stated
camings~per-share figure with analysts' earnings estin1atcs arid by state1nents in the Release that
the Company been successful in improving its operating perfom1ance. In fact, \Vithout the one
time gain, the Company's revenues and net incon1e would 11ave decreased from the prior year and
the Company would have failed to meet analysts' expectations. 'fhc undisclosed one-tin1e gain
was thus material, because it reprc.senled the difference between positive trends in revenues and
earnings and negative trends in revenues and earnings, and the difference between exceeding
ana1ysts' expectations an<l falling short of them.
SETTLING RE~.!'()NDENT
common stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act
and is traded on the New York Stock Exchange. The Company's executive offices are in New
York City, at1d its business and financial operations are centered in Atlantic City,
FACTS
G. On Octobi::r 25, 1999 Trun1p llotels issued the Earnings Release, publicly
aru1ouncing ils results for the third quarter of 1999. The Release, an<l the accompanying fina11cial
data, defined net income, or net profit, for the quarter as income befOre a one-time Trump
World's Fair closiug charge of $8 l .4 million. Llsing this "pro fo_rrn~" net income, 1 the Release
announced thal the Company's quarterly earnings exceeded analysts' expectations, stating:
Altfloug11 neitl1er the text of the Release nor the accompanying financial data used the
tenn "pro fom1a," the nel income figure was pro fonn~ in that it differed fron1 net income
calculated in accordance \Vith GA.AP by excluding the one-titne charge. (Accordingly,
the net income figure is hereafter referred to as ''pro fonna net incon1e" and the earnings~
per-share figure derived from the pro fonna net income is referred to as 1•pro fonna
EPS.") The Release also used another pro tOrrna figure, EBI1'DA, which it defined as
earnings before interest, taxes, depreciation, runortization, corporate expenses and the
$81.41nillion Tnunp World's Fair closing charge.
Net income increased to$ 14.0 millioni or$ 0.63 per share, before a onc~time Trump
World's Fair charge, compared to$ 53 million or$ 0.24 per share in 1998. [Tnunp
Hotels'] eamings per share of$ 0.63 exceeded First Call estimates of$ 0.54. 2
H. The Release fostered the false and n1is1eading impression that the positive: results
and ln1provement from third~quarter 1998 ai1nounccd by the Co1npany were primarily the result
of operational i1nprovements. In the Release~ Trun1p Hotels' chief executive officer ("CEO")
was quoted as saying:
Our focus in 1999 was three-fold: first, to increase our operating margins at each
operating entity; second, to decrease our n1arketing costs; an'd third, to increase out cash
sales from our nonwcasino operations. \Ve have succeeded in achieving positive results in
each of the three categories. ]'he third quarter and nine month results for the company
indicate that we have successfully instituted the programs that we focused on during
1999.
L 'J'he 'Release failed to disclose, however, that the Con1pany's w fonna net
income for the quarter included the one-titne gain resulting from the All Star Cafe ]case
lennination. Accordingly, it failed to disclose the impact of that $17.2 million one-time gain
upon the Con1pany's $14 million pro fonna net incon1e or upon any of the other figures cited in
the Release. Not only was there no tnention of the one~time gain in the text of the Release, but
the financial data included in the Release gave no indication of it, because, as discussed below,
all revenue items were reflected in a single line item.
J. In fact, without the one-time gain, 1·n1n1p Hotels' quarterly results would have
reflected a decline in revenues and net incotne and would have failed to n1eet analysts'
expectations. The table below illustrates the impact of the one-tin1e gain on lhe trends reported
in the Earnings Release:
The financial data contained in the Release also included figures for net income (loss) and
ean1ings per share for the quarter that, in compliance \Vilh GAAP, included the \.\'orld's
Fair charge. 'fhose figures were, respectively, a loss of $67.4 million and earnings per
share of -$3.04.
K. The Ean1ings Release was misleading, The Release used proforma numbers that
implied that all significm1t 011e~tit11e itt:.~rns had been excluded, ""hen they had not The Release
compared the pro fonna EPS to analysts" expectations for quarterly EPS, which are generally and
were in this case calculated on the basis of continuing business operations, thus rei11forcing the
false implication that all one-time items had been excluded. Moreover, the Release highlighted
in1provements in the Con1p11ny~s operations, i.e., the Company's increased operating margins,
decreased marketing costs. and increased cash sales from non-casino operations. 3 By making
these representations about Trump Hotels' quarterly performance, without disclosing the
existence or impact of the one-time gain, the Relea.<;e created the false and misleading in1pression
that the Con1pany's third~quarter results had improved over the results fOr third-quarter 1998 and
had exceeded analysts' expectations primarily because managen1ent l1ad been effective in
improving the Company's operating perfonnance. 4
·' Although the staten1ents about increased operating margins, decreased n1arketing costs,
and increased cash sales fron1 non..casino operations tvere nominally true; in the context
of the Earnings Release they were misleading, he.cause, without the $17 .2 millio11 one
time gain, the increases in n1argins and cash fro1n non-casino operations \vere negligible.
Excluding tl1e one-time gain, Trump Hotels' operating margins increased by 0.4?/o fron1
third-quarter 1998 and its non~gaming revenue increased by $1.8 million, or
approximately 2.25%. "fhc Con1pany's marketing costs (as represented by promotional
allowances) decreased by approximately $549,000, or approximately I%.
' S§£ note 7, infra (noting that the first research report by Deutsche Banc after the issuance
of the Earnings Release had report.ed that the Company's $0.63 third-quarter EPS was
driven by n\argin gains).
s
M. The Earnings Release \Vas prepared by the; Con1pany's corporate treasurer
("Treasurer") and its chief financial officer ("CFO"), under the supervision of the CEO, who had
final authority over the contents oftl1e Release.5 When the Release was issued, }'rump llotels
kne\v that the estimated fair n1arket value of the All Star CafC lease tenninatlon \\'ouJd be
recorded as part of operating income for third-quarter 1999 and that the estimated fair n1arket
value of the transaction was $17.2 million. The Company also knew tliat the Earnings Release
used a pro forma net income figure that expressly excluded the $81.4 mil1ion one-time charge but
did not disclose the existence or impact of the $17.2 million one-ti111e gain.
N. .l\t 10:00 a.n1. on October 25, 1999_, the day the Earnings Release \vas issued,
Trump Hotels held a conference call with analysts. During the call, the CEO told the analysts
that increasing non-ca..,;;ino sales at the Taj Mahal l1ad been a priority over the past year, and cited
the Taj Mahal's third-quarter revenues as evidence that tl1e ctnphasis had paid off. 'fhe CEO did
not say thal the Taj Mahal 's non-casino revenue had increased pr.imarily because of the All Star
Cafe transaction. 6
O. Immediately after the issuance of the Earnings Release and the conference call,
analysts began asking questions about the details of the Company's increase in revenues. \.Vithin
hours of the conference call, TnLn1p Hotels' CFO spoke to several analysts who called with
questions about specific aspects of Con1pany's third~quarter results, and he provlded them with
information about the All Star CafC gain. Over the next few days, additional analysts raised
questions about the quarterly results, and the Jack of detail in the Earnings Release. As a result,
the Cotnpany's CFO and Treasurer atten1ptcd to speak to every- analyst who had been on the
conference call to explain the A11 Star CafC transaction. In addition, the Con1pany decided to
accelerate the filing of its 10-Q for the quarter, which would contain a description of the one~tin1e
gain.
P. After learning about the one-time gain, certain analysts informed their clients of
its impact. One analyst at Bear, Steams & Co, notified his clients on October 27, 1999 that the
increased third-quarter EPS resulted from the inclusion in revenue of the one~time All Star Cafe
gain. On October 28th, analysts at Deutsche Banc Alex Brown issued a report on the effect of
the one-time gain, which was dissc1ninated to subscribers to Deutsche Banc research over the
First Call Research Network. The Deutsche Banc;. analysts reported that Company tnanagement
'lhe contract of the CEO expired in June 2000 and \\'as not renewed; he is no longer
associated with tl1e Company. After the events at issue, the Con1pany established a
procedure by which earnings releases are revic\ved by lhe Audit Committee before they
are issued.
Without the$ 17.2 million one-time gain, non-casino sales at the Taj Mahal increased by
only S300,000, or Jess than one percent, from third~quarter 1998 to third-quarter 1999,
had disclosed that day that roughly $0.47 of the $0.63 third-quarter pro forma EPS the Company
had previously reported "were not operating EPS but were actually tl1e result of an accounting
gain.'' The analysts dctennined that after backing out the one-time $17 n1illion gain, Trump
Hotels' net revenues \vould have fallen 2. 7 %.. rather than rising l ,5 (IAi as t11ey did when the onc
thnc gain was included. The Deutsche Banc report also explained that, without the one-time
gain, the Con1pany experienced negative trends Jn Company-wide cash flo\\1S and n1argins, as
\Vell as in Taj Associates' revenues from operations, rather than the positive trends indicated b)'
the Ean1ings Release. Adjusting for t11e in1pact of the one~time gain, the Deutsche Banc analysts
lo\vered their 1999 BPS estimate from -$1. l 7, contained in their initial report on Tn1111p Hotels'
third~quarter results, to -$1.64.
7
Q. On October 25'", the day the Earnings Release was issued, the price of the
Cornpany's stock rose 7.8 % (from$ 4 to$ 4.3125), on volume approximately five times the
previous day's volutne. On October 281h, the day of the second Deutsche Banc analysts' report,
the stock price ibll approxirnately 6%, on vo]ume approximately four times the previous day's
volume. 8
R. On November 4, 1999, Trump Hotels filed its quarterly report on Form 10-Q. The
10-Q disclosed the existence and amount of the one· time gain in a footnote to the financial
statements.
Trump Hotels Violated Section IO(bl_ofthe Exchange Act and Rule !Ob-5 Thereunder
S. Section lO(b) of the Exchange Act and Rule !Ob·5 thereunder make it unlawful,
in connection with the purchase or sale of securities, "to make any untrue staternent of a tnatcrial
' The Deutsche Bru1c analysts first i~sued a report on T'rump Hotels""' third~quarter
perfOnnance (also disseminated via F1rst Call) on October 26t11 • The earlier report's
headline announced that Trump Hotels had reported thirdMquarter operatit1g EPS of $0.63,
driven by margin gains. The analysts had also reported that net revenues were up l .5%,
despite a 1.3 o/ii decline in gan1ing revenues at the Cornpany's three Atlantic City
properties. In the initial report, the analysts had said that the net revenue increase was the
result of an increase in casl1 flow and profitability at the Atlantic City properties
(including the Taj Mahal) and concluded that the increase in cash .flow indicated that the
Company's etnphasis on cost reduction had been effective. As a result of the reported
quarterly perfonnancc, in the initial report, the Deutsche Banc analysts had raised their
1999 EPS estimate.
October 281h v.•as also the date on which an article discussing the impact of the one-time
gain and the Con1pany's failure to disclose it in the Earnings Release appeared in the
Atl~.t!tic Cjty Press.
fact or to on1it to state a material fact necessru:y in order to make the statements made, in light of
the circumstances under -w·hich they were made, not misleading."
T. To violate Se<:tion IO(b) of the Exchange Act and Rule 1Ob-5 thereunder, a
misrepresentation or on1ission must be material, meaning that a reasonable investor would have
considered the misrepresented or omitted fact important when deciding whether to buy~ sell or
hold the securities in question. ~Basic Inc. v. Levinson, 485 U.S. 224, 231-32, l 08 S. Ct. 978,
983 (1988), To constitute a violation, tl1e n1aterial misstaten1ent or on1issio11 must be ir1adc with
scienter. Aaron v. SEC, 446 U.S. 680, 701-02, 100 S. Ct. 1945, 1958 (l 980). Scienter can be
sho\vn by knowledge of the misrepresentation and, in the Second Circuit, by reckless disregard
for the truth or falsity of a representation. Sirnta v. Solitron Devices, Inc., 673 F.2d 566, 575 (2d
Cir. 1982), cert. denied, 459 U.S. 838 (1982). Recklessness is defined a.s "conduct which is
highly umcasonable and which represents an extreme departure from the standards of ordinary
care . , . to the extent that the danger was either kl1own to the defendant or so obvious that tl1e
defendant must have been aware ofit." Rolfv. Blvth. Eastman Dillon & Co., 570 F.2d 38, 47
(2d Cir.), cert. denied, 439 U.S. 1039 (1978); see also SEC v. McNultv, 137 F.3d 732, 741 (2d
Cir. 1998) (applying Rolfrecklessness standard).
401 F.2d at 861-863 (emphasis added). fu;£ also In re Carter-Wallace, Inc. Sec. Litig., 150 F.3d
153 (2d Cir. 1998) (advertisements by issuer can be ''in connection with'1 the purchase or sale of
securities); Sunbeam Co'l'oration, Exchru1ge Act Release No. 44305 (May 15, 2001)(issuer
violated Section lO(b) and Rule 10b·5 v. hen it disseminated niaterially false and misleading press
1
releases).
\'. The omission from the Earnings Release of the infOr1nation that Trump Hotels'
proforma net income included a $17.2 million one-time gain was misleading, for several
reasons, 9 Absent disclosure to the contrary, t11e use of proforma numbers in an ean1ings release
reasonably in1plics that any adjustments to GAAP numbers v.·ere made on a consistent basis and
do not obscure a significant result or a trend refleclcd in the GAAP numbers. Herc, Trump
Hotels' express exclusion of a one-tin1e charge reasonably in1plied that no other significant one
1in1e item was included in the pro fonna net income figure. This implicahon was reinforced by
the Company's assertions in the Release that its quarterly results had exceeded analysts' EPS
expectations, which are generally, and were in this case, a measure of expected operating
performance. Moreover, the misleading impression created by tlle use of the p:rQ__fonna net
inco1ne figure \vithout disclosing the inclusion of the one~time gain was rcinfOrced by the
statements in the Release about improvements in the Company's operating perfonnance,
specifically, in1proven1ents in operating marginst marketing costs, and sales fro1n non~casino
operations.
W. In ihe context of the express exclusion from pro fonna net incon1e of Lhe onc~tin1e
charge, the con1parison to analysts' earnings expectations, and the staten1c:nts about the
(:ompany's operational improvements, the omission of it1forn1ation about t11c one~tin1e gain V1ras
material, because the undisclosed one~time gain represented the difference between positive
trends in revenues and earnings and negative trends in revennes and earnings, and the difference
between exceeding analysts' expectations and falling short of them. Thus, the omission of
information about the one~time gain obscured a negative trend and a failure to meet analysts'
expectations, and therefore could reasonably have Jed analysts and investors to dra\v false
conclusions about Trun1p flotcls' quaitcrly results.
X. 'frump Ilotels, through the Trump Hotels officers involved in the drafting and
issuance of the Earnings Release, knew that the estimated fair market value of the All Star CafC
lease tem1ination was recorded as part of operating income for third-quarter 1999 and lhat the
esti111ated fair n1arket value of the transaction \Vas $17.2 million. Trump Hotels knew that the
Earnings RcJcase used a pro fOQ!!!! net incon1e figure that expressly excluded the one~ti1ne charge
but did not disclose the existence or impact of the oncMtin1e gain. Accordingly, Trump Hotels
knew or recklessly disregarded that the Earnings Release was materially misleading.
Y. While engaged in the conduct described above, Trump Hotels, directly and
indirectly, used the means or instrumentalities of interstate comn1erce or the n1ails.
, As explained in note 1 above, lhe Earnings Release did not use the tcnn pro fonn.I! but the
figures in the Release were pro fonna nw11bers in that they differed from numbers
calculated in accordance with GAAP. Even if the Release had identified the numbers as
pro forn1as, however, the Release would still have been misleading for the reasons
discussed above. The presence or absence o the tenn pro forrna in and of itself is not
dispositive of the question of whether ai1 earnings release or financial statement is
1nislcading.
2. Ordering that:
Trump Hotels cease and desist fro1n committing or causing any violation, and any fulurc
violation, of Section lO(b) of the Exchange Act and Ruic !Ob-5 thereunder.
IV.
By sub1nitting this Offer, 'frump Hotels hereby acknowledges its waiver of those rights
specified in Rule 240(c)(4) and (5) of the Commission's Rules of Practice [ 17 C.F.R.
§201.240fc)(4) and (5)].
v.
Trump Hotels represents that it has read and understands the foregoing Offer; Trump
Hotels underslands that final acceptance by the Commission of this Oiler will be only by its
Findings and Order and Opi11ion, if any, issued in this proceeding; and Trump Hotels avers that
this Offer is rnade voluntarily, and that no promises, offers) threats, or inducen1e1its of any kind
or nature have been made by t11e Con1mission or any nlember, officer, employee, agent, or
representative of the Commission in consideration of this Offer or otherwise to induce Trun1p
Hotels to submit this Offer.
VJ.
Trump Hotels ack11owledges that it has been inforincd that the Commission, in its sole or
exclusive discretion, may refer or grant access to this matter~ or to any infonnation or evidence
gathered i:'l connection therewith or derived therefrom, to any person or entity having appropriate
civil, administrative, or criminal jurisdiction.
Vil.
Trump Hotels understands and agrees to comply with the Commission's policy "not to
pennit a defendant or respondent to consent to a judgrr1ent or order that imposes a sanction while
denying the allegations in the complaint or order for proceedings" (17 C.F.R. §202.5(e)). In
cornpliancc wilh this policy, Trump llotels agrees not to take any action or to 1r1ake or pennit to
be made any public statctncnt denying, directly or indirectly1 any allegation in the Order or
creating the impression that the Order is without factual basis. IfTntmp Hotels breaches this
agreen1ent, the Division of Enforcement may petition the Conu11ission lo vacate the Order and
restore this proceeding to its active docket. Nothing in this provision affects Trump llotels' (i)
10
[b\(5)
testimonial obligations; or (2) right to take legal positions in hti anon m wmcn the Cornm1ss10n
is not a party. /.
VIII.
Consistent with the provisions of 17 C.F.R. §202.S(f), Trump Hotels waives any claim of
Double Jeopardy based upon the settlement of this proceeding, including the imposition of any
remedy or civil penalty herein.
Dated: , 2001
By
--~ .........•. __
STATE OF )
) ss.:
COUNTY OF )
Public
My Commission expires:-----
I1
CERTIFICATE OF INCUMBENCY
Casino Resorts, Tnc .. , a Delaware corporation, hereby certifies that the iOllowing natned person is
an officer of Trump Hotels & Casino Resorts, Inc" in the capacities hercinafier set forth and that
the signature of said officer appearing below opposite his name and offices is the true and correct
signature.
The undersigned further certifies that the ahove-nan1ed officer was duly elected and has
qualified, and is acting in the offices set forth and is incwnbent therein on the date hereof.
Dated:
qualified and acting Secretary of ·rrump Hotels & Casino Resorts) Inc., a Delaware coqJoration,
ant that the follo,ving is a con1plete and accurate copy of a resolution adopted by the Board of
Directors of"frurnp Hotels & Casino Resorts, Inc. by unanimous \vritten consent executed as of
- - - - - - - · 2000:
I further certify that the aforesaid resolution has not been an1cnded or revoked in any respect and
duly elected, qualified, and acting Sec.retary of1'rump Hotels & Casino Resorts, Inc., hereunto
LAW OFFICLS OF
1WENTICTH FLOOR
Re:
(b)(6),(b)(7){C)
To: .l
Fax number:
11 1
Telephone number: j'b " ·" m'C1
~~~~~~~---'
Message;
Fax operator: sc
THIS MESSAGE IS IN TENO CD ONLY FDR T~IE Us!" OF THE ADDRESSEE ,'\ND MAY CONTAIN INFORMATION THAT IS PRIVIL~G~D AND
CONFIDENTIAL IFYOU ARLNOTTHEINTENDED RECIPltNT. YOU ARt; ~ri~EBY NOTIFIED TH.AT ANY USE, COPYING OR DISSEW,INATION
OF THIS COMMUNICATION JS STA!CTLY PROHISilEO. IFYOU 11AVE RECEIVED T:-tlS COM:\.o!UNICATIOl\l IN ER110F!, PLl:ASE NOTIFY US
IMMEDIATELY. THANK YOU
12/26101 10: 49 FAX ULJ.Ll!L6008 LAW OFFICES @002/00J
MEMORANDUM
TO:
RE:
. "' ,_
to THCR and t~-'.bH 5 l.ib)·: 7 HCi Jwbo handled the matter with the NY office.
Io
~
(bli6),ib)(7)(C) (b)(6).{b)(7)(C)
I would remin specific remar:k that the Commission
'----___.}
has no intention of parring Mr. Trump.
On page 2 of the Order Instituting Cease aud Desist Proceedings (I have not
1
gone over the Offer of Settlement which 1 just received this morning by federal express) under
111 l would have a Dew A (with letters dropping dol\'D one) that would read "The action
complained of below was a one tirnc occurrence not reflective ot"THCR"s policy; rather, it was
..
Earnings Release contained a material omission because it created the misle.adiog impr('ssion
~ .. ,. '
Under summary f\;.OUtd have a new E that would state ''There is DQ evid<"nce
that what occurred was within the k-flowledge or consent of the company president, Donald J.
.,
Trump.'~
'" .. ~
..
l:i/26.101 10:49 FAX 212 983 ~008 L'l.W OFFICES !Q.Joo:.1100.1
On pnge 4 at H on the first line, J would take out ~'false nud." Right before the
quote I would have it read ""In the Relea!:ie Trump Hotels since dismissed chief executive
"
officer. 1'
On page SI would take out footnote 5 and under Ml "vould have "the Earning
Release was prepared by officials of the Compnny under the supervision of the CEO."
On page 61 under 0 I ,vould have "wit.bin hours of the conference call, Trump
Hotels CFO took corrective action .by speaking. to·--- At the end of 0 I "vould say "there is no
evidence that what oecurred here represented the policy of the Company or had been done on
Oo page 7 under RI would have ••on No"·ember 4, 1999) before the required
date for filing ,.,, The 10-Q ai::c:urately disclos!Z'd....
On page 8 unde~ ~. t~ere is la,.guage that would clearly tar THCR and ruu
(b)(6J,(bJ(7)(C , • •
counter to ""·bat said: would be the approach taken, namely to fi:x liability for the
omission .... With that in mind, I "'ould take out the antifraud word in the citation to Public
Statements by Corporate Representatives, starting the quote with «Provisions with the word
"tb.e~> preceding it and with respl.':~t to the indent quote, I would take out are false or
misleading or are.
HK§[JsEC'l..\1eruos\chul"l~es~2,wpd
PRES§ LIST
as of 11/0112001
l!.f!
Marcy Gordon 202-776-9506 SEND ALL CASES TO HER
202-776-9507 (fax) mgordon@ap org
a122m~~m
David Glovln 212-732-9245 SEND ALL CASES TO SOMEONE
SDNY courthouse Andrew Galvin 212-566-3427 (fax} AT BLOOMBERG
202-624-1363 (fax)
Neil Roland 202-624-1868
Vicki Stamas 202-624-1958 l!ll!SDJ9§@QfQQtil b;ti:g, O~l
202-624-1300 (fax}
~ew :J2011
Judy Burns 202-862-6692 SEND ALL CASES TO HER
202-862-6621 (fax) Judith.Burns@dowjones.com
212-556-4189(fax}
(late coverage) Seth Schieset 212-556-7135
Joyce Wadfer 212-556-4238 Metro--not a business reporter
212-556-5990(fax) jowadl@n~imes.com
PUBLICATION POINT Of CONTACT PHONE#
W1ll §l :JQYCll!!I
;ntemet stories Susan Pulliam 212-416-2761 SEND ALL CASES TO SOMEONE AT
212-416-2350(fax) WSJ
moved to Editorial Terzah Ewing 212-416-2237
212-416-2350(fax)
small cap stories Bill Power 212-416-3183
212-416-2350(fax)
Kathryn Kranhold 212-416-3243 kathiyn.kranhold@news.wsl.com
212-416-2653(fax)
SONY courthouse Jerry Markon 212-416-4935 Jerry.markon@wsi.com
212-416-4253(fax)
Susan Pulliam 212-16-2137
Michael Schroeder 202-862-6693
202-662-i:l648(fax) (b)(6j.(bj(7)
WSJ-Af/anta Chris Oster 404-865-4324 chris.oster@wsj.com {covered (C)
~--~
WSJ-LA John Emshwiller 323-i:l58-3822
323-658-3859(fax)
ABC News
Producer Chris Vlasto 212-456-4035
212-456-3732
Compliance Reporter
Mark Malyszko 212-224-3261
212·224-3666(fax)
Financial Times John Labate 212-641-6512 SEC his beat-has early deadline
212-li41-li515(fax) John.labate@ft.com
\b)t<ff
Pa;i• 0124o"1240
Withheld pursuan: to ~-~emptior
(b)•:!:\l
P11.;• 01<15o'1240
(b_1(5)
TWENTIETH FLOOR
Re:
(bH5l.{b)(7){C J
To: l.
l _____
(b)(6).(b)1!)1C)
Fax number: .__
. __)
Message:
Fox operator: sc
THIS MESSAGE IS INTENDED ONi,Y FOR THE USE OF THE ADDRESSEE AAD MAV CONTAIN INFORMATION THAT IS P~JVll.EGED AND
CONFIDENTIAL IF YOU ARE NOT THi;INThNDED f'tECIPll:Nf, YOU ARE l"iEREi;IY NOTl~l!OD IHAI ANY USE. COF"l'ING ORDISSEM\NATION
Ot' THIS COMMUN CAllON rs STRiCiLY PROHIBITEO. 1i:yau H.6,VE RECEIVED THIS COMMIJNICAT10N IN ERROR r'LEASE NOTIFY\)$
1
IMMEDIATELY. THAN\CYOU,
01/09/02 13:52 FAX 212 9BJ 6008 LAW OFFICES
.~.\.·····
,. ' '
TRUMP HOIRidS & Cl\SJNO RJ!SQRTS. JNC. k'W THE SECURIIIES AND
RXQIA.NGE C0'.11MJSSION RESOLVE THREE YEAR DISPfffE
The Securjties and Excbange Con1mission ("SEC ~) and Trump Hotels and
1
Casi.Do Resorts, Inc., (THCR") today agreed to settle a dispute going back to 1999,
when tbe then Chief Executive Officer, who is no longer with the company, issued a
pres:s release which failed to ,11 break out" operating income to include a one time
non-recurring item. Tllough promptly corrected, the Company a.greed to the
administrative penalty of a cease and desist order for the questioned )999 one time
event.
The cooJpauy neither admitted nor denied the allegations) but chose instead
to end the tbrce~year~old djspute by way oftllis settlement.
The Chairman of the Board and now President of THCR, Don~ld J. Trump
bad no kno,vlcdge and there was no finding that he kne""- of the Company's action
taken in 1999 which resulted in the order issued by the Commission .
.In the last quarter of 1999, the then Chief Executive Officer ofTH'CR, whose
eontrnct was not renewed at the eod of June 2000, issued a press release which
failed to dAsclose that operating income for the quarter included u one~ti1ne non
recurring gain which had resulted from the termination of a Jeasehold interest of a
ten.ant of THCR. While the Commission noted tbat competitors of THCR use the
same format for reporting earning5, which also do not break out revenue items 1 the
Commis:sion nonetheless detern1ined that the Release in question \Vas Dlisleading in
omitting the one time nature of the gain.
ib)(6) (b)i_7)(CJ
SEND TO: Name:
Company: ,IM!!,J~w:ilifili~nd Exchange Commission
i:bj(6) (l!){?)(C\
Facsimile No.:
NOTE:
January 9, 2002
VIA FACSIMll.E lib)( 6 l.(t:iH7 l(C)
ANDDHL
Fb)t6),1b)(7){CJ
233 Broadway
{b)\6Ub\17)(C)
Deor
~--~
Being faxed herewith are fully·exeeuted copies of the signature pages of the following
documents:
1. Offer of Settlement (the "Offer") of Trump Hotels & Casino Resorts, Inc.
(the "Co:rporation11 );
Please note that originally executed copies of the entire above~referenced documents are
bein sent to you today via Dill.. under separate cover. Please contact the uttdersigned atl(b)(6).(bl(l) I
(b)(6l, if you have any questions regarding this ruatter.
Enclosures
725 Fifth Avenue• New York. NY 10022 • 212-891· l 500 •Fax: 212·68·3~0397
.............
i '
vw.
Consistent with the provisio~s of 17 C.F.Jt. §202.5{f), TBCR waives a:oy claim of·Double
Jeopardy based 11pan the settle:ment ofthis pTt'lcreding, inclu.ding the: ixnposition of any remedy or
civil penalty htm:'ein.
(b)(6), (b )(7J(C)
By
(tl!\6),\b)(7)\C)
11
CERTIF1CATE OF INCUM13.ENCY
I
j (b)(6),(b)(7)(C)
The u:rulersigned, "·--------------~ofl'rump Hotels &:
Casino Resorts, Inc.,, a Delawat1!! co,tporation, hereby certifies !bat the following Ill'!l'.lled person is
,.,, officer ofTrwnp Hotels & Casino Resorts, Inc,. in the capacities h""'""ofter set forth and that
the signab,g:e of said of:fic:q app~g below opposite his n:a.:tne and offices is the true and oorrec:t
signature.
(bl(6),(b)(7)(CI
SigJ;Jature
(b)(6),(bl(I)
(Ci
The undmlgned further certifies 1ha:t dl• abOV"""""1cd officorwilS duly elected "Id has
qualified, and is acting i~ the ofilces set forth and is incumbont tho:rein•on the elate htrcof:
(bl(6)
(b)(7)
(C)
JHN~11':::J~;,,<1111.:' 14111b IHUMf-'
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·~_,_~~~~~~r--~·
, do htr•bY c=rtify th.all om the dul"y elocted,
qualified and acting Secret&y of Trump Hotel•&; Casino Resans, Inc., a Delaware corporation,
ao.1tha11he fuU.,,.,;.ng is a complete and a«:Unte copy of a resolution adopted by the Board of
Directors ofTrum:p Hotels & Casino Re£orts, Inc. byU11anitnous written consent exeC\Jted as of
l further codify that the aforesaid resolution has notbem mnr:nded or :cevokod ;,, any respect and
duly elocted, qual.i:lied, md 3"ting Socrel"(I' of Trux!l!> Hot•Js & Ca.sine Rt:soti&, Inc., l:ierounto
(b)(6) (b)(71(C)
TOTAL P.0$
. UNITED STATl1S . .
Name:
Date:
(b)(6).(b)(7)
Transmitted By: {Ci
NERO FAX#:
TIIANKYOU!
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Pa;i• 0134o"1240
Withheld pursuan: to ~-~emptior
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LAW orF1CCS or
JAY GOLDBERG, P.C.
250 PARK AVENUE
TWENTIETH FLOOR
NEW YORK, NY 10177·0077
Re:
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THIS w.ESSAGE IS INTEh'DED OML.Y FOFITHE 1,JSE Of THE ADDRESSEE AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED AND
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QFTHl5COMMUNJCATION 15 STn1CTLY !".iOHIBITt:D. lfYOlJ HAVE F1ECEIVE0 THISCCMMUNlCATION IN ERROR. t::'LEASE NOTIFY US
IMMEDIP.TflY. THANKYOU
Paga01~eo11:40
1b)1<fl
As we discussed, I am fonvarding herewith for your review a proposed order reflecting the
conten1plated settlement of this matter. 1 will shortly forward another document, an Offer of
Settlement, which your client will need to execute before the settlement can be submitted to the
Con1missio11 for its approval. (The Offer of Settletnent repeats the findings and relief ser forth in
the Order, and includes various waivers and acknowledgements.)
The staff is providing this draft order for settlement purposes only. 1'he contents of this
Report is neither binding on the Commission nor admissible against the Commission in any
judicial or administrative proceeding whatsoever. Any settlement negotiated by the staff n1ust be
approved by the Commission for the settlement to become effective.
7
If you have any questions or wish to discuss this, you can reach me ad(bH 5 L1bi\ llC)
Enc.: a~ indicated
UNITED STATES OF AMERICA
Before the
ADMINISTRATIVE PROCEEDING
File No. 3- I , 2002
ORDER INSTITUTING
CEASE-AND-DESIST
TRUMP HOTELS & PROCEEDINGS
CASINO RESORTS, INC., PURSUANT TO SECTION
2lC OF THE SECURJTIES
EXCHANGE ACT OF 1934,
Respondent MAKING FINDINGS, AND
ISSUING CEASE-AND
- - - - - - ....... - - - - - - - - - - - - ... - - -X DESIST ORDER
,,
IL
On the basis of this Order and the Offer, the Commission rnakes the following findings:
SUMMARY
A. On October 25, 1999, T1u1np Hotels issued a press release announcing its results
for the third quarter of 1999 (the "flamings Release" or the "Release"). To announce those
results, the Release µsed a net incon1e figure that differed from net income calculated in
accordance with generally accepted accounting principles ("GAAP"). Using that non·GAAP
figure, the Release touted Trump Hotels' purportedly positive operating results for the quarter and
stated that the Company had bcalen analysts' eaniings expectatio11s.
B. The Earnings Release was materially misleading because it created the false and
misleading impression that the Company had exceeded earnings expectations primarily through
operational improven1ents, \1,•hen in fact it had not. The Release expressly stated that the net
income figure excluded a one-time charge. By stating that this one-time charge was excluded, the
Company implied that no other significant one-titne items were included in its stated net income.
Contrary to that implication, ho\vcvcr, the stated net income included an undisclosed one-tirne
gain of $17.2 million.
C. The n1isleading impression created by the reference to the single one~time charge
and the undisclosed inclusion of the one-time gain was reinforced by the comparison of the stated
earnings-pcr~share figure with analysts' earnings estimates and by statements in the Release that
the Co1npany been successful in improving its operating perfonnance. In fact, without the one~
time gain, the Company's revenues and net income V>'ould have decreased from tl1c prior year and
the Company would have failed to meet analysts' expectations. 'fhe undisclosed one-time gain
was thus material, because it represented the difference between positive trends in revenues and
earnings and negative trends in revenues and earnings, and the difference between exceeding
analysts' expc~;lations and falling short ofthe1n.
SETTLING RESPONDENT
G. On October 25, 1999 Tnunp Hotels issued the Earnings Release, publicly
announcing its results for the third quarter of 1999. 1'he Release, and the accon1pa11ying financial
data, defined net inco1nc, or net profit, for the quarter as inco1ne before a one~ti1ne Tru1np
World's Fair closing charge of $81.4 million. Using this "proforma'' net income, 1 the Release
announced that the Company's quarterly ean1ings exceeded ru1alysts' expectations, stating:
Net income increased to$ 14.0 million, or$ 0.63 per share, before a one-time "frump
World's Fair charge, compared to$ 5.3 million or$ 0.24 per share in 1998. [Trump
Hotels'] ean1ings per share of$ 0.63 exceeded First Call estimates of$ 0.54.2
- - - - - - - ····--·-
Although neither the text of the Release nor the accompanying financial data used the
tenn 41 pro form£b" the net income figure was pro fom1.a in tltat it differed from net income
calculated in accordance witl1 GAA.P by excluding the one-time charge. (Accordingly1 the
net income figure is hereafter referred to as "pro fonna net income" and the eamings-per
share figure derived from the pro !Onna net income is referred to as "pro fomta EPS.'')
The Release also used another pro forme figure, EBITDA, which it defined as ean1ings
before interest, taxes, depreciation, amortization, corporate expenses and the $81.4 million
'l'run1p World's Fair closing charge.
The financial data contained in the Release also included· figures for 11et incon1e (loss) and
earnings per share for the quarler that, in coinpliance wilh GAAP, included the World's
Fair charge. Those figures \Vere, re.spectively, a loss of$67.4 million and earnings per
share of -$3.04.
3
H. The Release fostered the false and misleading impression that the positive results
and improvement from third-quarter 1998 annow1ced by the Company were primarily the result
ofoperational improvements. In the Release, Trump Hotels' chief executive officer ("CEO") \Vas
quoted as saying:
Our focus in 1999 was three-fold: firsti to increase our operating margins at each
operating entity; second, to decrease our marketing costs; and third, to increase our cash
sales from our non-casino operations. We have succeeded in achieving positive results in
each of the three categories. The third quarter and nine rnonth results for the contpai1y
indicate that \Ve have successfully instituted the programs that we focused on during 1999.
L ]'he Release failed to disclose, however, that the Company's nm forrna net income
for the quarter included the oneutime gain resulting from the All Star Cafe lease termination.
Accordingly, it failed to disclose the impact of that $17.2 million one-tirrie gain upon the
Company's $14 million pro fonna net income or upon any of the other figures cited in the
Release. Not only \\t"as there no mention of the one-time gain in the text oftl1e Release, but the
financial data included in the Release gave no indication of it, because, as discussed below, all
revenue iten1s were reflected in a single line item.
J. In fact~ without the one-time gain, Tn1mp Hotels' quarterly results ~·ould have
reflected a decline in revenues and net income and would have failed to meet analysts'
expectations. The table belo\v illustrates the irnpact of the one-time gain on the trends reported in
the Earnings Release:
K. The Earnings Release was misleading. The Release used pro forrna numbers that
implied that all significant one-time iten1s had been excluded, when they had not. The Release
compared the pro fonna EPS to analysts' expectations for quarterly EPS, which are generally and
were in this case calculated on the basis of continuing business operations) thus reinforcing the
false implication that all one·time items had been excluded. Moreover, the Release highlighted
itnproven1ents in the Company's operations, i.e., the Company's increased operating margins,
decreased marketing costs, and increased cash sales fTom non-ca.o;ino operations. 3 By making
Although the statements about increased operating margins, decreased marketing costs,
and increased cash sales frotn non-casino operations were nominally true. in the context of
4
these representations about 1'rump Hotels' quarterly performance, without disclosing the
existence or in1pact of the one-time gain, the Release created the false and misleading impression
that the Company;s third-quarter resulL" had in1proved over the results for third-quarter 1998 and
had exceeded analysts' expectations prin1arily because managen1enl had been effective in
improving the Company's operating perfo11nance, 4
the Earnings Release they were misleading, because, without the $17.2 million one~time
gain, the increases in margins and cash from non.,casino operations were negligible.
Excluding the one~time gain, Trump Hotels' operating margins increased by 0.4% from
third-quarter 1998 and its non-gaming revenue increased by $1.8 million, or
approximately 2.25%. The Company's marketing costs (as represented by promotional
allowances) decreased by approximately $549,000, or approximately I%.
~note 7, infra (noting that the first research report by Deutsche Banc after the issuance
of the Earnings Release had reported that the Company's $0.63 third-quarter EPS was
driven by margin gains).
' The contract of the CEO expired in June 2000 and was not renewed; he is no longer
associated wilh the Company. After the events al issue, the Company established a
procedure by which earnings releases are reviewed by the Audit Committee before they
are issued.
5
Publi~~Jj.9J!.J>f tbe Earnings Release and the Aftermath
N. At 10:00 a.m. on October 25, 1999, the day the Earnings Release was issued,
Trump Hotels held a conference call with analysts. During the call, the CEO told the analysts that
increasing non-casino sales at the Taj Mahal had been a priority over the past year, and cited the
Taj Mahal's third-quarter revenues as evidence that the emphasis had paid off. The CEO did not
say that tl1e Taj Mahal' s non-casino revenue had increased primarily because of the All Star Cafe
transaction, 6
0. Immediately after the issuance of the Earnings Release and the conference call,
analysts began asking questions about the details of the Cornpany's increase in revenues. Within
hours of the conference call, Trump Hotels' CFO spoke to several analysts who called with
questions about specific aspects of Co1npany's third-quarter results, and he provided them with
infonnatio11 about the All Star CafC gain. Over the next few days) additional analysts raised
questions about the quarterly results, and the lack of detail in the Earnings Release. As a result,
the Company's CFO and Treasurer attempted to speak to every analyst who had been on the
conference call to explain the All Star CafC transaction. In addition, the Company decided to
.accelerate the filing of its JOwQ for the quarter, which ¥.•ould contain a description of the one-time
gain.
P. After leanting abo11t the one-time ga1n, certain analysts informed their c]icnts of its
impa<>t. One analyst at Bear, Stearns & Co. notified his clients on October 27, 1999 that the
increased third-quarter EPS resulted from the inclusion in revenue of the one-time All Star Cafe
gain. On October 28th, analysts at Deutsche Banc Alex Brown lssued a report on the effect of the
one-time gain, \vhich was disseminated to subscribers to Deutsche Banc research over the First
Call Research Network. The Deutsche Banc analysts reported that Company management had
disclosed that day that roughly $0.47 of the $0.63 third-quarter pr0fo1111a EPS the Company had
previously reported ''w'ere not operating EPS but were actually the result ofan accounting gain."
The analysts determined tl::u't after backing out the one-time $17 million gain, Tromp llotels' net
revenues would have fallen 2.7 %, rather than rising 1.5 % as they did when the one-time gain
'\\1 as included. The Deutsche Banc report also explained that, without the one-time gain, the
Con1pany experienced negative trends in Company-v.ridc cash flows and margins, as well as in
Taj Associates' revenues from operations, rather than lhe positive trends indicated by the
Earnings Release. Adjusting for the in•pact of the one-time gain, the Deutsche Banc analysts
lowered their 1999 EPS estimate frorn -$1. 17, contained in their initial report on Trun1p Hotels'
third-quarter results, to -$1.64.'
' Without the S 17.2 million one-time gain, non-casino sales at the Taj Mahal increased by
only $300,000, or less than one percent, from third-quarter 1998 to third-quarter 1999.
The Deutsche Banc analysts first issued a report on Trump Hotels' third-quarter
performance (also disseminated via First Call) on October 261h. The earlier report's
headline arulo1u1c:cd that Trump Hotels had reported third.quarter operating EPS of$0.63,
6
Q. On October 25", the day the Earnings Release was issued, the price of the
Company's stock rose 7.8 % (from S 4 to S 4.3125), on volume approximately five times the
previous day's volume. On October 28th, the day oftbe second Deutsche Banc analysts' report,
the stock price fell approximately 6tl1~, on volume approximately four times the previous day's
volume. 3
R. On November 4, 1999, Trump Hotels filed its quarterly report on Fonn 10-Q. The
1O~Q disclosed the existence and amount of the one-time gain in a footnote to the financial
statements.
Trump Hotels Violated Section !Olb\ of the Exchange Act and Rule lOb-5 Thereunder
S. Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder make it unlawful, in
connection with the purchase or sale of securitiesi "to tnake any untrue statement of a n1aterial
fact or to omit to state a material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not rnislcadil1g."
T. To violate Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder, a
misrepresentation or 01nission must be material, meaning that a reasonable investor would have
considered the misrepresented or omitted fact important when deciding whether to buy, sell or
hold the securities in question. See Basic Inc. v. Levinson, 485 U.S. 224, 231-32, I 08 S. Ct. 978,
983 (1988). To constitute a violation, the material misstatement or omission must be made with
scienter. Aaron v. SEC, 446 U.S. 680, 701-02, 100 S. Ct. 1945, 1958 (1980). Scienter can be
sho\vn by knowledge of the misrepresentation and, in the Second Circuit, by reckless disregard
for the truth or falsity of a representation. Sirota v. Solitron Devices, Inc., 673 F.2d 566, 575 (2d
Cir. 1982), cert. denied, 459 U.S. 838 (1982). Recklessness is defined as "conduct which is
highly unreasonable and which represents an extreme departure from the standards of ordinal)'
care ... to the extent that the danger \Vas either k:no\ltn to the defendant or so obvious that the
defendant must have been aware of it." Rolfv. Blyth, Eastman Dillon & Co.. 570 F.2d 38, 47 (2d
driven by margin gains. 111.e analysts had also reported that net revenues were up 1.5%,
despite a 1.3 % decline in gaining revenues at tl1c Con1pany's three Atlantic City
properties. ln the initial report, the analysts had said that the net revenue increase was the
result of an increase in cash flow and profitability at the Atlantic City properties
(including the Taj Mahal) and concluded that the increase in cash flow indicated that the
Company's emphasis on cost reduction had been effective. As a result of the reported
quarterly perfom1ance, in the initial report, the Deutsche Banc analysts had raised their
1999 EPS estimate.
' October 28 1h \Vas also the date on which an article discussing the impact of the one-time
gain and the Company's failure to disclose it in the Ean1ings Release appeared in the
Atlantic City Press.
7
Cir.), cert. denied, 439 U.S. 1039 (1978); see also SEC v. McNu!ty, 137 F.3d 732, 741 (2d Cir.
401 F.2d at 861~863 (emphasis added). ~liliiQ In re Carter-Wallace, Inc. Sec. Litig., 150 FJd
153 (2d Cir. 1998) (advertisen1ents by issuer car1 be "in connection with" the purchase or sale of
securities); Sunbeam Comoration, Exchange Act Release No. 44305 (May 15, 200l)(issuer
violated Section lO(b) and Rule lOb-5 when it disseminated materially false and misleading press
releases).
V. The omission from the Earnings Release of the infonnation that Trump Hotels' I!£Q
forma net income included a $17.2 million one-time gain was misleading, for several reasons. 9
Absent disclosure to the contrary, the use of pro fonna numbers in an earnings release reasonably
itnplies that any adjustments to GAAP nu1nbers were niadc on a consistent basis and do not
obscure a significant result or a trend reflected in the GAAP numbers. Here, Trump Hotels'
express exclusion ofa one-time charge reasonably implied that no other significant one~timc item
was included in the proforma net income figure. This implication was reinforced hy the
Company's assertions in the Release that its quarterly results had exceeded analysts' EPS
expectations:, which are generally, and were in this case, a measure of expected operating
As explained in note 1 above, the Earning::; Release did not use the tenn pro fonna but the
figures in the Release were proforma numbers Jn that they differed fron1 n1unbcrs
calculated in accordance with GA.tj). Even if the Release had identified the numbers as
pro formas~ however, the Release \Votdd still have been misleading for the reasons
discussed above. The presence or absence o U\e lerm pro fonna in and of itself is not
dispos:itive of the question of whether an ean1ings release or financial statement is
misleading.
performance. Moreover, the misleading impression created by the use of the lltQ..fQD:!!!! net
income figure without disclosing the inclusion of the one-time gain was reinforced by the
statements in the Release about improvements in the Company's operating performance,
specifically, improvements in operating margins, marketing costs) and sales from non-casino
operations.
W. [n lhe context of the express exclusion from pro fonna net incotne of the one-time
charge, the comparison to analysts' earnings expectations, and the statements about the
Compat1y's operational improvements, the omission of infonnation about the one-time gain was
material, because the undisclosed one-time gain represented the difference between positive
!rends in revenues atld earnings and negative trends in revenues and earnings, ru'd the difference
between exceeding analysts' expectations and falling short of them. Thus, the omission of
information about the one-time gain obscured a negative trend and a failure to meet analysts'
expectations, and therefore could reasonably have led analysts and investors to draw false
conclusions about Trump Hotels' quarterly results.
X. Trump Hotels, through the Trnn1p Hotels officers involved in the drafting and
issuance of the Earnings Release, knew that the estimated fair market value of the All Star Cafe
lease termination was recorded as part of operating Income for third-quarter 1999 and that the
estimated fa1r market value of the transaction was $17.2 million. Trump llotels knew that the
Earnings Release used a pro fOnna net income figure that expressly excluded the one~time charge
but did not disclose the existence or itnpact of the one-time gain. Accordingly, Tn11np _Hotels
kne\V or recklessly disregarded that the Earnings Release \vas materially n1is1eading.
Y. While engaged in the conduct described above, Trump Ilotels, directly and
indirectly, used the n1eans or instrun1entalities of interstate cornmercc or the 1r1ails.
JV,
Based on the lOregoing, I'rurnp Hotels violalcd Section 1O(b) of lhc Exchai1gc Act ru:1d
Rule IOb-5 thereunder.
v.
In view of the foregoing, the Corrm1ission deems it appropriate to accept the Offer of
Settlement submitted by 'frump Hotels and impose the cease~and*desist order specified in the
Offer of Settlement.
Trump Hotels cease and desist from committing or causing any violation. and any future
violation, of Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder.
By the Conunission.
Jonathan G. Katz
Secretary
10
1212112001 13:26 FAX\b)( ).(b)( )1..,,) US SECURITIES & COMM l1ti 001
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. . 1JNliID STATES . .
SECURlTlllS AND EXCB;\NGE COMMISSION
NOJl.TIJEAST~ONALOl'l'ICE .
;wBflOADWAY
NEWv0R.K.N.Y. JO:n9
..
NOR'J'BEAST REGIONAL.OFFICE
FACSIMILE TRANSMISSION FORM
{b)(61.(b)/7)(CI
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Transmitted By:
NERO FAX#:
THANK YOU!
CONFIDENTIAIITY NOTE: This facsimile is intended only for the pecson or entity to which it is
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anyone· other than the intended recipient, is prohibited. If you have received this facsimile in error,
please notify us immediately by telephone and £<'.tum the facsimile by mail.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
NORTH>:AST ru:GIONAL OFf'lCE WltlTER'S nnu:CTDJAI,
233 Br-011.d\\-·ay j<bJ(6),(b)(1')\CJ I
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is addressed and n1ay contain inforrnatiOn that is privileged, confi<lential, or ot]1erwise protected
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facsimile in error, please notify us immediately by telephone and return the facsimile by mail.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
NORTHEAST REGIONAL OFFlCE WRITER'S Dm.ECT DIAL
Dear (bJ(6).(b)(71
{b)(Sl,(b H7)\C)
As I explained to Jay Goldberg and t the wrong version of the Offer of
Settlement was submitted to the Board. 1hc revised Offer, a copy of which is altached., differs
from the one executed yesterday in two respects: (1) Paragraph B. l .AA reads "Based on the
foregoing, THCR violated Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder by
knowingly or re.cklessly issuing the Earnings Release,n instead of"THCR committed or caused ..
. ;"and (2) The phrase "in accordance with GAAJ>" has been changed to "in conformity with
GAAJ>" tlu-oughout. I had discussed the first change with Jay Goldberg, and it is consistent with
the rest of the Offer (see, e.g., Paragraph B.l.D. and the heading on page 7).
Please (l) have libJ(S).(b)(ll lthe officer empowered by the corporate resolution to execute
any additional docurr1ents required, execute the attached Offer~ (2) please execute the attached
certificate ofincun1bency; and (3) have the both executed documents faxed back to my attention
as soon as possible. Please also arrange to get me the hard copy via overnight mail or by hand~
delivery.
l(b)(6) (b)\7)(C)
Please call me aq(bJ(G) Cti\(JJ('-:·, I· uestions, and to let me know that a fax
• • \b)(6/.(b/{7)(C)
ts coming. Faxes should be sent to me at~----~
" . .
b)(tl) (b){ 1)(\,.;)
(b)(6),(bJ(7)(C)
UNITED STATES OF AMERICA
Before the
ADMINISTRATIVE PROCEEDING
File No.
------------------------------ x
In the Matter of
I.
Trump Hotels & Casino Resorts, Inc, ("THCR" or "Respondent"), pursuant to Rule
240(a) of the Commission's Rules of Practice [17 C.F.R. §20L240(a)], hereby submits this Offer
of Settlen1ent (' 10ffcr") in anticipation of the institution by the Commission of cease-and-desist
proceedings against it pursuant to 21 C of the Securities Exchange Act of 1934 ("Exchange Act'1).
II.
This Offer is submitted solely for the purpose of settling these proceedings and with the
express understanding that it \vill not be used in any way in these or any other proceedings unless
the Offer is accepted by the Cotnmission. If the Offer is not accepted by the Comn1ission, the
Offer is withdrawn and shall not become a part of the record in these or any other proceedings,
except for the waiver expressed in Section IV. with respect to Rule 240(c)(5) of the
Commission's Rules of Practice. [17 C.F.R. § 201-240( c)(5)]
Ill.
A. Admits the jurisdiction of the Commission over it and over the matters set forth in
the Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities
Exchange Act of 1934, Making Findings, Issuing Cease-and-Desist Order ("Order'').
B. Solely for the purpose of these proceedings and any other proceedings brought by
or on behalf of the Comn1issjo11 or in which the Cotnmission is a party, and \\'ithout admitting or
denying the findings contained in the Order, consents to the entry of the Order:
SUMMARY
A. On October 25, 1999, THCR issued a press release a.tu1ouncing ils results for the
third quarter of 1999 (the "Eantings Release" or the "Release"), To rutnounce those results, the
Release used a net income figure that differed from net income calculated in confonnity with
generally accepted accounting principles ("GAAP"). Using that non·GAAP figure, the Release
touted THCR's purportedly positive operating results for the quarter and stated that U1e Company
had beaten analysts' earnings expectations.
B. 'f'he Earnings Release \Vas materially misleading because it created the false and
111isleading Jn1pression that the Company had exceeded earnings expectations primarily through
operational improvements, when in fact it had not. The Release expressly stated that the net
incon1e figure excluded a one..time charge. The statement that this one-time charge was excluded
implied that no other significant one~timc itc1ns were included in THCR 's stated net income.
Contraty to that implication, however) the stated net incon1e included an undisclosed one~tirne
gain of$17.2 million.
C. The n1isleading impression created by the rcfcrc11cc to the single one-time charge
and the undisclosed incluslo11 of the one-time gain was reinforced by the comparison of the stated
earnings-per-share figure with analysts) earnings estimates and by statements in the Release that
the Company had been successful ht improving its operating perfonnance. In fact, without the
one~time gain, the Company's revenues and net income would have decreased from the prior
year and the Company would have failed lo meet analysts' expectations. The undisclosed one
time gain \Vas thus material, because it represented the difference between positive trends in
revenues and earnings and negative trends in revenues ai1d earnings, and the difference between
exceeding analysts' expectations and falling short of them.
SETTLING RESPONDENT
the New York Stock Exchange. l'he Company's executive offices are in New York City, and its
business and financial operations are centered in Atlantic City.
FACTS
G. On October 25, 1999 THCR issued the Earnings Release, publicly announcing its
results for the third quarter of 1999. The Release, and the accompanying financial data, defined
net income, or net profit, for the quarter as i11comc befOre a one-time Trutnp World's Fair closing
charge of $81,4 inillion, Using this "pro forrna" net income, 1 the Release aru1ounced that the
Company's quarterly earnings exceeded analysts' expectations, stating:
Although neither the text of the Release nor the accompanying financial data used the
tcnn "proforma," the net incorne figure \vas pro fonna in that it differed frorn net incon1e
calculated in conformity with GAAP by excluding the one"tin1e charge. (Accordinglyt
the net incon1e figure is hereafter referred to as 11 p'ro fonna net income" and the eamings
per-share figure derived frorn the pro fo11na net inco1ne is referred tu as ~'pro forma
EPS. ") The Release also used another pro forma figure, EBITDA, which it defined as
earnings before interest) taxes, depreciation, amortization, corporate expenses and the
$81.4 million Trump World's Fair closing charge.
Net income increased lo $14.0 rnillion, or $0.63 per share, before a one-time Trump
World's Fair charge, compared to $5.3 million or $0.24 per share in 1998. THCR's
earnings per share of $0.63 exceeded First Call estimates of $0.54. 2
H. The Release fostered the false and misleading impression that the positi·ve results
and in1provement from third-quarter 1998 announced by the Company were primarily the result
ofoperational improvements. In the Release, THCR's chief executive officer ("CEO") was
quoted a.< saying:
Our focus in 1999 was three~fbld: flrst, to increase our operating margins at each
operating entity; second, to decrease our marketing costs; and third, to increase our cash
sales from our non-casino operations. We have succeeded in achieving positive results in
each of the three categories. The third quarter and nine month results fbr the company
indicate that we have successfully i11stituted the programs that we focused On during
1999.
l. The Release failed to disclose, however, that the Company's J1!l2 forma net
income for the quarter inclu<le<l the one-time gain resulting from the All Star Cafe lease
termination. Accordingly, it failed to disclose the impact of that $17.2 million one-time gain
upon the Gompany's $14 million pro forrna net income or upon any of the other figures cited in
the Release. Not only was there no n1entlon of tl1e one~tin1e gain in the text of the Release, but
the financial data included in the Release gave no indication of it, because, as discussed below,
alt revenue items \Vere reflected in a single line item.
J. b1 fact. quarterly pro forrna results that excluded the onc-tin1c gain as well as the
one-time charge would have reflected a decline in revenues and net income and would have
failed to 111eet analysts' expecrations. The table below illustrates the impact of the one-time gain
on the trends reported in the Earnings Release:
'rhe financial data contained in the Release also included figures for net income (loss) and
ea111ings per share for the quarter that, in con1pliance with GAAP., included lhe World's
Fair charge. Those figures were, respectively, a loss of $67,4 1nillion and earrlings per
share of -$3.04.
K. The Earnings Release was misleading. 1'he Release used pro fonna numbers that
implied that all sigrtificant one-time items had been excluded, when they had not. The Release
compared the pro fonna EPS to analysts' expectations for quarterly EPS, which are generally and
were in this case calculated on the basis ofcontinuing business operations, thus reinforcing the
false implication that all one-time items had been excluded. Moreover, the Release highlighted
improvements in the Company's operations, i.e., the Company's increased operating margins,
decreased roarkeling costs, a11d increased cash sales from non~casino opcrations. 3 By rr1aking
t11ese representations about l'HCR 's quarterly perfOrrnance, without disclosing the existence or
impact of the one~time gain, the Release created the false and misleading impression that the
Company's third~quarter results had improved over the results for third-quarter 1998 and had
exceeded analysts' expectations primarily because management had been effective in improving
the Company's operating perfonnancc. 4
Althour)) the statements about increased operating margins, decreased marketing costs 1
and increased cash sales from non-casino operations were nominally tme, in the context
of the Earnings Release they were misleading, because, without the $17.2 million one
time gain) the increases in n1argins and cash from non-casino operations \Vere negligible.
Excluding the one~titne gain, THCR's operating margins increased by 0.4% from third
quarter 1998 and its non-gaming revenue increased by $1.8 million, or approximately
2.25°/o. The Company's marketing costs (as represented by promotional allowances)
decreased by approximately $549,000, or approximately!%.
~note 7, infra (noting that the first research report by Deutsche Banc after the issuance
of the Earnings Release had reported that the Company's $0.63 third-quarter EPS was
driven by margin gains).
N. When the Release was issued, THCR knew that the estimated fair market value of
the All Star (~afe lease termination would be recorded as part of operating income for third
quarter 1999 and that the estimated fair market value of the transaction was $17.2 million. The
Company also kne\v that the Earrtings Release used a pro fom1a net income figure that expressly
excluded the $81.4 n1illion one-t1n1e charge but did not disclose lhe existence or in1pact of the
$17.2 tnillion one~time gain.
0. At 10:00 a.m. on October 25, 1999, the day the Earrrings Release was issued,
THCR held a conference call with analysts. During the call, the CEO told the analysts that
increasing non-casino sales at the Taj Mahal had been a priority over the past year, and .cited the
Taj Mahal's third-quarter revenues as evidence that the emphasis had paid off. The CEO did not
say l11at the Taj Mahal 's non-casino revenue had increased primarily because of the All Star CafC
transaction. 5
P. Immediately after the issuance of the Earnings Release and the conference call,
at1alysts began asking questions about the details of the Company's increase in revenues. Within
hours of the contCrcncc call, 1'HCR's CFO spoke to several analysts who called with questions
about specific aspects of Company's third-quarter results, and he provided them with intOnnation
about the All Star Cafe gain. Over the next few days, additional analysts raised questions about
the quarterly results, and the lack of detail in the Earnings Release. As a result, the Con1pany's
CF'O and Treasurer atternpted to speak to every analyst who had been on the conference call to
explain the All Star Cafe transaction. In addition, the Company decided to accelerale th<: filing
of it~ l 0-Q for the quarter, which would contain a description of the one-time gain.
Q, Afler learning about the one-time gain, certain analysts informed their clients of
its impact. One analyst at Bear, Steams & Co. notified his clients on October 27, 1999 that the
increased tltird-qua11er EPS resulted from the inclusion in revenue of the one-time All Star Cafe
gain. On October 28th, analysts at l)eutsche Banc Alex Brown issued a report on the effect of
the one-time gain, \Vhich was disse~inated to subscribers to Deutsche Banc research over the
In addition, after t11c events at issue 1 the Company established a procedure by which
earnings releases are reviewed by the Audit Com1nittee before they are issued.
Without the$ 17.2 million one-time gain, non-casino sales at the Taj Mahal increased by
only $300,000, or less than one percent, from third-quarter 1998 to third-quarter 1999.
First Call Research Network. 1'he IJeutsche Banc analysts reported that Company manageme11t
had disclosed that day that roughly $0.47 of the $0.63 third-<Juarter proforma EPS the Company
had previously reported "\vere not operating EPS but were actually the result of an accounting
gain." The analysts detennined that after backing out the one-time $17 million gain, THCR's net
revenues would have fallen 2. 7 %1 rather than rising 1.5 % as they did \Vhen the one-time gain
was included, The Deutsche Ba11c report also explained that) without the one~time gain, the
Company experienced negative trends in Cornpany-wide cash flows and margins. as well as in
Taj Associates• revenues from operations, rather than the positive trends indicated by the
Earnings Release, Adjusting for the itnpact of the one-time gain, the Deutsche Banc analysts
lowered their 1999 EPS estimate from M$1.l 7, contained in their initial report on TfICR's third~
quarter results, to -$1.64. 7
R. On October 25tl', the day the Earnings Release was issued, the price Of the
Company's stock rose 7.8 % (from$ 4 to$ 4.3125), on volume approximately five limes the
previous day's volume. On October 28th, the day of the second Deutsche Banc analysts' report,
the stock price fell approxitnately 6%, on volun1e approximately four times the previous day's
volume. 8
S. On November 4, 1999, THCR filed its quarterly report on Form 10-Q. The 10-Q
disclosed the existence and amount of the one-time gain in a footnote to the financial statements,
THCR Violated SectionlO(b}i>i the Exchange Act and Rule IOb-5 Thereunder
T. Section IO(b) of the Exchange Act a:nd Rule !Ob-5 thereunder make it unlawful,
in connection with the purchase or sale of securities, "to make any untrue statement of a material
., The Deutsche Banc analysts first issued a report on 'fH(~R's thirdMquarter performance
(also disseminated via First Call) on October 26 1h. The earlier report's headline
announced that THCR had reported third-quarter operating EPS of$0.63, driven by
margin gains. The analysts had also reported that r1et revenues were up 1.5%~ despite a
1.3 o/0 decline in gan1ing revenues at the Company1s three Atlantic City properties. In the
initial report, the analysts had said that the net revenue increase was the result of an
increase in cash flow arid profitability at the Atlantic City properties {including the Taj
Ma11al) a11d concluded that the increase in cash flow indicated that the Company's
emphasis on cost reduction had been effective. As a result of the reported quarterly
performance; in the initial report, the Deutsche Banc analysts had raised their 1999 EPS
estimate.
October 28(11 wa."> also the date on which an article discussing the impact of the one~time
gain and the Con1pa:ny's failure to disclose it in the Earnings Release appeared in the
Atlantic City Press.
fact or to omit to state a material fact 11ecessary in order to make the statements made, in light of
the circumstances under which they were 1nadc, not 1nisleading."
U. To violate Section lO(b) ofthe Exchange Act and Rule lOb-5 tl1ereunder, a
misrepresentation or omission must he material, meaning that a reasonable investor would have
considered the nlisrepresented or omitted fact importan.t \Vhen deciding V.lhcther to buy~ sell or
hold the securities in question. See Basic Inc. v. Levinson, 485 U.S. 224, 231-32, 108 S. Ct. 978,
983 (1988). 'fo constitute a violation, the material misstaternent or omission must he made with
scienter. Aaron v. SEC, 446 U.S. 680, 701-02, l 00 S. Ct. 1945, 1958 (1980). Sci enter can be
sho\VIl by Ia1owledge of the n1isrepresentation and, in the Second Circuit, by reckless disregard
for the truth or falsity of a representation. Sjrota v. Solitron Devices Inc., 673 F.2d 566, 575 (2d
Cir. 1982), cert. denied, 459 US. 838 (1982). Recklessness is defined as "conduct which is
highly unreasonable and which represents an extreme departure from the standards of ordinary
care ... to the extent that the danger was either known to the defendant or so obvious that the
defendant must have been aware of it." Rolfv. Blyth, Eastman Dillon & Co., 570 F.2d 38, 47
(2d Cir.), cert. denied, 439 U.S. 1039 (1978); see also SEC v. McNulty, 137 F.3d 732, 741 (2d
Cir. 1998) (applying Rolf recklessness standard).
W. 1'he omission fron1 the Earnings Release of the information that THCR's filQ
forma net income included a $17.2 million onc·timc gain was misleading, for several reasons. 9
Absent disclosure to the contrruy, the use of pro fonna numbers in an earnings release reasonably
As explained in note 1 above, the Earnings Release did not use the term pro fonna but the
figures in the Release were pro forma numbers in that they differed from numbers
calculated in conformity with GAAP. Even if the Release had identified the numbers as
pro fonnas, however, the Release would still have been misleading for the reasons
discussed above. The presence or absence of the tenn pro fonna is not, in and of itself,
dispositive of the question of whether an earnings release or financial statement is
n1l~leading.
implies that any adjustrrtents to GAAP numbers were made on a consistent basis and do not
obscure a significant result or a trend reflected in the GAAP numbers. Herc, THCR's express
exclusion of a one~time charge reasonably implied that no other significant one~time item was
included in the proforma net income figure. This implication was reinforced by the Company's
assertions in the Release that its quarterly results had exceeded analysts' EPS expectations,
\Vhich are generally, and were in this case, a measure of expected operating performance,
Moreover_, the n1isleading impression created by the use of the pro fonna net inco1ne figure
without disclosing the inclusion of the one~time gain was reinforced by the statements in the
Release about in1provements in the Company's oper.,iting performance, spccifically1
improvements in opera.ting margi11s, marketing costs 1 and sales from non-casino operations.
X. J11 the context of the expres..-. exclusion from proforma net income of the one-time
charge, the cornparisox1 to analysts' earnings expectations. and the statements about the
Compru1y' s operational improvements, the omission of infonnation about the one-time gain was
material, because the undisclosed one-time gain represented the difference between positive
trends in revenues and earnings and negative trends in revenues and earnings, and the difference
between exceeding analysts' expectations and falling short of them. Thus, the omission of
information about the one-time gain obscured a negative trend and a failure to meet analysts'
expectations, and therefore could reasonably have led analysts and investors to draw false
conclusions about THCR's quarterly results.
Y. THCR, through the THCR officers involved in the drafting and issuance of the
Earnings Release, knew that the estimated fair market value of the All Star Cafe lease
termination was recorded as part ofoperating income for third~quarter 1999 and that the
estin1ated fair tna.rket value of the transaction \vas $17 .2 million. THCR knew that the Earnings
Release used a pro forma net income figure that expressly excluded the one~time charge but did
not disclose the existence or impact of the one-time gain. Accordingly, THCR kne\V or
recklessly disregarded that the Eamings Release was materially misleading.
Z. While engaged in the conduct described above, THCR) directly and indirectly,
used the means or instn1mcntalities of interstate commerce or the mails.
AA. Based on the foregoing, THCR violated Section lO(b) of the Exchange Act and
Rule 1Ob·S thereunder by knowingly or recklessly issuing the Earnings Release.
2. Ordering that:
THCR cease and desist from co1runitting or causing any violation, and any future
violation, of Section lO(b) of the Exchange Act and Rule !Ob-5 thereunder.
IV.
By submitting this Offer, THCR hereby acknowledges its waiver of those rights specified
in Rule 240(c)(4) and (5) of the Commission's Rules of Practice [17 C.F.R. §201.240(c)(4) and
(5)].
v.
THCR represents that it has read and understands the foregolng Offer; THCR understands
that fmal acceptance by the Commission of this Offer will be only by its Findings and Order and
Opinion, if any, issued in this proceeding; and THCR avers that this Offer is made voluntarily,
and that no promises, offers, threats, or inducements of any kind or nature have been made by the
Comtnission or any n1en1ber, officer, employee, agent, or representative of the CommisSion in
consideration of this Offer or otherwise to induce THCR to submit this Offer.
VI.
THCR acknowledges that it has been informed that the Commission, in its sole or
exclusive discretion, may refer or grant access to this matter, or to any information or e\•ide.nce
gathered in connection therewith or derived therefrom, to any person or entity having appropriate
civil, administrative, or criminal jurisdiction.
VII.
THCR nnderstands and agrees to con1ply with the Commission's policy "not to permit a
defendant or respondent to consent to a judgment or order that imposes a sanction while denying
the allegations in the complaint or order for proceedings" (17 C.F.R. §202.5(e)). In compliance
with this policy, THCR agrees not to take any action or to make or permit to be made any public
staten1ent denying, directly or indirectly, any allegation in the Order or creating the impression
that the Order is without factual basis. IfTHCR breaches this agreement, the Division of
Enforcen1ent may petition the Commission to vacate the Order and restore this proceeding to its
active docket. Nothing in this provision affects THCR 's (i) testin1onial obligations; or (2) right
to take legal positions in litigation or reglllatory proceedings in which the Commission is not a
party.
10
VIII.
Consistent with the provisions of 17 C.F.R. §202.S(f), THCR waives any claim of Double
Jeopardy based upon the settlement oftltls proceedit1g, including the hnpositio11 ofany remedy or
civil penalty herein.
Dated: , 200
By
STATE OF )
) ss.:
COUNTY OF )
Notary Public
My Commission expires:------
11
CERTIFICATE OF INCUMBENCY
Casino Resorts, Inc ... a Delav1are corporation, hereby cerlifies that the following named person is
an officer ofTrump Hotels & Casino Resorts, Inc,, in tl1c capacities hereinafter set forth and that
the signature of said officer appearing below opposite his name and offices is the true and correct
signature.
1'he tmdcrsigned further certifies that the above~nan1ed officer wa.<; duly elected and has
qualified, and is acting in the offices set forth and is incwnbent therein on the date hereof.
Edgar Filing
retur11 to filings
•Document
tJi. Base
Is. CQY_Q[_Pagg:
• I.ahle.oLC.@.t~ms
I> Part I
I> Exhibits
"' Eiwllfia!Datasi:Ml!.Yl«.17.J.
UNITED STATES
SECUR:C':'IES AND EXCHANGE COMMISSION
Washington, D,C. 20549
FORM 10-Q
{x} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15{d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For t:i.e quarterly period ended: September 30, 1998
OR
( ) TRA.~SITION REPORT PURSUAl\i"T TO SECTION 13 OR 15{d) OF THE SECURITIES EXCHANGE
ACT OF 1934
DELA1i'IARE 13-3818102
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Boardwalk
Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip Coded
1609) 441-6060
Not Applicable
DELAWARE 13-3818407
(State or other jurisdiction of (I.R.S, Employer
incorporation or organization) Identification No.)
2500 Boardwalk
Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip Code)
(609) 441-6060
Not Applicable
DET,l\WARE 13-3818405
{State or other jurisdiction of (I.R.S. Employer
incorporation or organization/ Identification No.)
2500 Board\':alk
Atlantic City, New Jersey 08401
(Address o5 principal executive offices) {Zip Code)
(609) 441-6060
Not Applicable
lndicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 cturi'.19' t:r.e preceding 17. months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes _x_ No
The n·.unbt:!r of outstanding shares of Common Stock, par •:alue $. 01 per share,
of Tru~p Hotels & Casino Resorts, Inc. as of November 13, 1998 was 22,195,256.
http:/1206.181.209.22/ga/cdgar/EdgarHTMLFiling.asp 11/28/2001
Edgar Online Filing Page 3 of 28
per share, of Trump Hotels&: Casino Resorts, Inc. as of November 13, 1998 was
1,000.
The number of outstanding shares of Common Stock, par value $.01 per share,
of Trump Hotels & Casino Resorts Funding, Inc, as of l'Jovember 13, 1998 was 100,
AND
PAGE NO.
ao <>f Sept.,,.b.,i; !O, l~~· <"na"die~<'O u\t l'l&e(llll)x>r 31. 1~~7... • ....•••.••••••••••••••.
con& .....to4 t'Qlll!Ol~tod itllt-nt• <;>t (lw•,.,•tto1u ot T'°"""' lot"l~ ' Clt.>1'1ll0 1t111oru, mo.
to" tlw W'i'$ ,;QI\ tfl.,JIQ ll<,>nth!p ltl:1ded 8e11t-r la, 19~8 alill 1997 (Wl&uditod) ••.•..•••••••••.•••••••••.
C<>n<l<l""od C<>Ul!l<>lidat•d 11tat11W1D.t ot etoc:1<1101<10:tt' EW.>itY 0£ Trl.UOI) HOt.l!l.1! " ca.,i.b.o H".l!orca, Inc.
tor ttl• Niti.0 )IQl;ltla fi:Adod SOJ,>t<Plbllr l~. 1~,$ (\\Bn11dit•d) ................. ,,.,,, •••••••...••.
co11dQ11fo"- Con.t11oli~t"" l!tAt..,,,.,nt• of caoh Fl""'" of Tnuop BotftlB ~ ca11l.no 11.<\aott,., l=.
tot ttl6 ldl1ft MOnth.1! Brl.d"d B • p t - r 3~, l9tff lltld 1991 iUM™1i1:o(l) •••••.•••.••.•
Co""'11,..H1d Couao1id<n:u<l llt•t-ut• of QOoretAQ>" <>t T.,_ llot.,l• l C••ln<> llA.•ort" l!l:oldiu11•, L.P,
loi; tll• t'll;:ee !lm'I UJ.<IO Ml>nth' Eiid.'d a•pt81lll><or 3~, 1998 and 1997 (wiaucl.ited)., ••••••••••.
COU<UllllOcl C:OAS011deted Stilt-II" (>f Part""""' Gapi-o,.l "f Trllq> 110,,.. i .... Ca&ino Re&o>:tn
lloid1t1.:ia, t..F. to., tb6 Nine K<>atb• EDi:l.114 SeptlmlM!r 30, ~~,$ (""""dttn.,) . . . . . . . . . . . . . . . . . . . . ,,,.,
c=dnMn<I con11.olid•t<'d 5to.t"""'""'" at c .. nb i'l""" ot Tr;wiq;> ll<>t<1l1> ~ ca..1= lw.11.9rtl> Bol<\i;iuru, i,,p,
tor the Nin<> l'l<>nttlb llladoi:t Supt<Ullb<lt )0, 19t& a"'1 1~91 (uM."dltodJ.... •• • • • • . • • • , , , ••••••••
'trtuQP llotele • C•eit10 IUl8ort• ll<>lcl.1t111•. L.P. and Tnl!OI) HOtQlf' C•1J..ao l!elOrt•
!\ND
TRUMP HOTELS & CASINO RESORTS ?UNDING, INC.
PAGE NO.
SIGNATURES
C1nJltZm MSCT;'l1
c .... i:. """' <>•sh .. ,....1.val .. nt• ...........•...•••••. ' ••••.• ' ' lU7, 5j8 u.o,l~a
----------
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JWll:lln!IWT tU IZllWl'l~ !IAll.llOll, L. L .C .. , , , , ,, ,, , , , 11.~~~ •3.$~$
mvEl!'l'Mll:li/T tN TJlUHf'lt CAirt'L!l Plk llO'l'£a, •• ••••• ••••• Sl,190 SJ 1 3il
Pl!OPER'l"f /\Jffl E\!UIPMENT, lll!T. . . . . ,,"' .... , , . , .... , , . , , , , , , , l.97J,095 i.00,,151
CA.IJ!ll IUlWfR'.lCTJlll FOii Vll'ttllt8 COll'5T!\IJC"l'1QJ( • • • • • • • • • , , , , ••••• , B,~D7 13,000
D>:F-.iu:b llO!ttt Mill 1.0"'1 t~OOAQCJI! COS'l'S, N2'1' ••••••• 3g,101 45,071
mm mOK Af'l'ILIJ\.T&S. ),772 l,,,a
l7l'HER A~SETB, •.•• , • , , ••• , , , , , • , , , , ,. ,, •• , ,. , , •••• 13,)97 60,1!~~
·······--- ---·-·····
....... .. .............
--~ ~.
cmuu:N'I' t.JUlti1:1't1:$<
C!U:t:t....t ""'t:U:titi•M <>f 1<>'1!1-t•rlll ll•bt •• •• 13,088 21, 89U
-'<:<:<>Unt• P•Yllbl• a!>d •<:<:1'.u&:I <l><P<llUl"S· ••••• , ••••• , • , 119,ij~l 109,,~~
Mei:u&d !"""'""~" £1"Y"blo ........................... . at, 661 2~,038
.,~r~•,•r-
··"······· ···-~·-·~·
ll'l'OC:lllml.llimP' llQtll'I"/;
c"""""'" Btook, s.01 par v•lua, 1s.ooo,ooo alH•HI
autborizu4, 24,20~,756 J.ga,.ui: and wtatan4J.ng
01••• a c ........n Sto<:k, $,01 par ,,..luo, 1,0Q~ all&r•n "' "'
•utbori2"4, iasued and outatandin11 ...
llt.C.ditio,..l 1'•.f.d. bi Capit<'ll • ••.•• ,"""." t5~,6'5 '55,~•5
Accumul•tud O(ifioit.. • ••.••.••••••• tl}),0~.l) no~,1261
Total Sto..:tl\Qldl!ra• EQUity ••••• "., •• , ••• ,,,,,, •.•••••..•••• JOl,l$8 ~1t.ta~
----------
.............
$~;504,475
~. ~ .. .. ..
$2,,12,
~ ~~~~
)6~
~
(UllAtmrtED)
1997
-·
""'"""'
l\""""' . . . . . . . . . . . . . . . . . . . . . . . .
Fo<>l &WI. ll-ovill'.&11111
Oth91'. ,.,.,, .................... ..
. ........... .
••..•..•••••
l,4,0?1
2~.at1
40,9~S
13,121
341,QbD
2,,34G
41,9,7
14 ,.t9a
971,GOG
7~.9)Q
11G,4'1
33,545
99'.~~s
17,149
11S 18l6
J6,ll2
·--
o...mJ.1111 " ... ' ' . . . . . . . . "
20.319
ij06,~5'
~l,Gtl
17,987
l~~.3-~
~1.$4$
621,141
2l,JOI
11,,19
~03,l,9
6$,6$4
······-··---
lJl.7,1
········--·· -···-···-··· ·····------ ~~1.~11
······-·····
318,~ll
····------··
9J2,ti92
···-···-·· ........ ,., ..
···········-
l~3,31l)
-------·--·-
(5l.~15)
-··-·-···--·
1,,)
(1~9,
--··-···-·
(1~1,363)
8, J7S
··-······--·
•,783
·-·-·-·-··-·
(3~,172)
--·-·--·-·
~2l,153)
Minority 1ntat<1at ••••.••.•••••••• , ..... , •• , . (3, 06l) Ci,149) lJ,•J• a.~~G
.
_,. ......................., ........................ ............. ..
11~ J,03•
cH ....................
~
!23,JJeJ
(1, GS)
~l,,117)
~
1.$~)
22,195,256
~~~ ~~ ~ ~~ ~
..............
12,20$,428
~ ~ ~
""""'~
Woigll.to<I OV<l<'&lfO ab&~oa •••••••• 1~.soo,2se 23,e~i.222
0000~~--a~ ~nacaca-cc ccc=cccc=c ==c==cacc=
,_,
_., COMMU
·~ CM'lTAL
IJ)l):M'lONA:.,
·~· "
J.CCV)IQ[,A,1'1!D
-~·
~-
~
~· -~
DBFICI'I'
--------- ------------ ----------- ---------
1,000 ~4.SS, ~45 $(10~,12G) ~(17,:!:7&) $l:l:8 1 BB§
llm:U.11ca, 0..Clltml>io:t
"· l997. i•,l06,1~6 $1•1.
Pur<:llllll> O( c .. 0111v.rv
"' coat
····················· (2,259) ( ~. 2S9\
(~l,)!$) (;l3,33Sl
~·
i:.o11 .• ' ••.
---------- --------
Ml,.nce, Poope-.b•,.· ..... $~4~ $4$$, 64S S!l~~.O~(l ~C19,$~$)
'"· l~~a
..................
~•.~oi;:,1~g 1. 000
..................
$)i;lol,288
1997
Mjuet:mo1>ta tc :c:accncile UBt losB to met caah fl°"" fratll operat1'11l' activitLea'
llino>:ity 1ne<1or.. &t in n"'t 1"~"., .••• ", .•• , •. Ul,t36l (&, Ql~)
lD, 51-n
,,1
~·~ i,
~.
)~1
d61
6, 393
(1.
'"
6~3)
rn.::rfl"9fl in "''"'ou..n~~ l'"YAl>l" Mtd .. ~,, .... ~"- 6"l>"""""·, ... ~. ~~1 10,355
(l,0.~1~)
I, 013
(11,515)
(1,e6'l'l
(lG,S12.)
(7,715)
Net 1n<a.,.o.u• ("·'-"""""ueJ in """h atld ~a•b •Quivb.l*'>tt.,,,,,,,,,, •.• ,.,, •• ,.,,
$1&7,S99
Pttr<0b.&"e of prcpa.rty and eqoipnent llllllor cl!pital l5aeB obli11atim>a,,., •• , • , , ••• , .• , . $ 2,192
(ffi.fAL-OITF.D)
CURRENT ASSETS:
Cash and cash equivalents .... $ 187,594 $ 140,324
Receiv;;ibles, net 71.,589 68,075
Inventories ....... . 13,463 13,011
Du~ from affiliates, net 12,307 13,173
Prepaid expenses and other current assets 20,154 13. 892
CURRENT LIAB~LITIES:
Current maturities of long-term debt . ,, . $ 13,088 $ 21,890
Accounts payable and accrued expenses ... 119,801 109,489
Accrued interest payable ...... . 81,661 29,03B
PAR'l'NERS' CAPI'l'.t\L:
Partners' Capital .. 652,503 652,503
Accumulated Deficit (194, 700) 1157,92$)
Less treasury stock (19,535) (17,276)
POR 'l"llE l'RIU!g ll.l'ltl >Jl:l<l'& MOtl'HIS lml)ED Sll'3TEIGD 3~, 1998 AND 1997
(Wl/\QDll:lm)
1~98
~9?,279 375.596
----------
1.057,944
---·~··-··
1,QtS,962
-~········ ········-
fhming , . , .. 221,JBl 20~,766 6C8,85J 621,141
t,J73 t,17, 2l.~4~ 2l,le•
TO<Kt ..,<l II~""'"•"* .• lJ,777 ll.~99 ~7.9~7 ~7,01~
<){!>1fnr•l •"" ~fll~tY•tiv~ ,
t!ltilprAei•ti~n ~ml Amortization. . . .• , , , •• , • , ,
70,,~.
20, 796 ''·''' .. ........
10,j7jl
l~D
•1,848
1 3~2
66, 6,,
..........
2~~.105
J;<L"-f!I"'""" ""l"'""" •. '. >' > >.' H' '<' - ' . ' ' ~S2,S65l
!166, 67,)
(28~)
!lS,,!Jfl
llml' l~ (toS&l
• '· 1e3 ~ ........
<36,77~!
~~
(2~.$5,1
-~-~~·····
'l'Ol:!ll
$(17,276)
Mnt Lon•••••·•·
Mj'111UM11t• t<> ro.,0110118 ru;t lo•!I t<> 11at <:••h fl""" from op6tati1111 •o:tiviti""'
l:q;ulty 1'1 1<>BU <lf lh1ffin11to11 ll1u;-b<J:;-, L.L.C •••.••••••••.••••••••• ' •••••••••• 2,225 2,1~~
lO.~tO
'· )')
'.Jne"""•" in """'"-iv•hl""
(1.,0,2) (1~,l,~I
~"0"illl-~'! in inv"nt-ori<>~ (t~)l (l,t2~1
R.e~tri..ted
, , .
<i4all •• , .• , , , , , , •.••••••.
.~
(lD,27~)
.
... 112)
,.,Qll
ni,51~)
(1,857)
(10,572)
\29,9All (8l,Dll)
--------- ---------
l7,l70 (~~.445)
42,1~~ ~•,o~s
together with the THCR Common Stock as a single class. The n~mber of votes
represented by the THCR Class B Common Stock is equal to the nwnber of shares of
THCR Conunon S'::ock issuable upon conversion of Trump's partnership interest in
THCR Holdings into THCR Common Stock. Upon conversion, the corresponding voting
power of shares of THCR Common Stock p~ovidcs Trump with a voting interest in
THCR equal to his equity :.ntcrcst in 'l'HCR Holdings' assets represented by his
limited partnership interest. The accompanying consolidated financial statements
include those of (i) 'l'HCR 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") and Tr\l!f1p Taj Mahal Associ<'.'.tea ("Taj
Associates"). Plaza Associates owns and operates the Trump Plaza Ho~el and
Casino ("Trui:rtp 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. Ta.j Associates was acqulred on Apr.il
17, 1996.
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 Holdir.gs and its
subsidiaries, is the exclusive vehicle through which Tru.~p engages in new gaming
activities in emerging or established ga.ming jurisdictions.
Basic loss per share is based on the weighted average number of shares of
THCR Common Stock outstanding. Dilutive earnings per share are the same as basic
earnings per share as c:omrnon stock equivalents have not been included as they
would be anti-dilutive. 'l'he shares of THCP.'s Class B Colll1T\on Stock, par value
$. 01 per share (''the THCR Clas::; B Common Stock" J owned by Trump have no econo1nic
interest and therefore are not considered in th~ calculation of weighted average
shares outstanding.
Reclassifications
During the second quarter of 1997, Plaza Associates. Taj Associates and
C¢stle Associates revised their estimates of the useful lives of buildings,
building improvements, furniture and fixtures which were acquired in 1996.
Building and building improvements were reevaluated to have a forty ye.;i,r life
and furniture and fixtures were determined to have a seven year life. During the
third quarter of 1997, Trump Indiana revised its estimates of the useful life of
the riverboat and its improvements from fifteen to thirty years. THCR believes
these changes more appropriately reflect the timing of the economic benefits to
be received from these assets during their estimated useful lives. For the nine
1no1lths ended September 30, 1998, the net effect of applying these new li·ves was
to decrease net loss by $2,300,000 a~d decrease loss per share by $.07.
( 3) LONG-TERI'! DEBT
(the "Working Capital Loan"). Both the New Castle Senior Notes and the Working
Capital Loan are guaranteed by Castle Associates.
10
( 4) FINANCIAI, INFORMATION
............
11
THCR has decided to adopt the new standard in the first quarter of 1999.
Had THCR adopted the new standard as of September 30, 1998, the net. loss of
$23,338,000 for the nine months ended September 30, 1998 would have increased by
$1,091,000 for the f:'!cf:'.'.,ct of the write-o:'f of capitalized costs incurred through
the third quarter of 1998 and $1,872,000 for costs incurred through December 31,
1997, to an adjusted net loss of $26,301,000. The corresponding earnings per
share effect would increase the net less per share as reported of $1.05 for the
nine months ended September 30, 1998 by $.05 for the write-off of capitalized
costs through the third quarter of 1998 and $.08 for costs incurred through
December 31, 1997, to an adjusted loss per share of $1.18.
RESULTS OF OPERATIONS
http:i/206.181.209.22/ga!edgar/EdgarHTMLFiling.asp 1112812001
Edgar Online Filmg Page 15 of 28
Capital expenditures for Trump AC were $14,708,000 and $63,449,000 for the
nine months ended September 30, 1998 and 1997, respectively. Capital
expenditures for improvements to Trump Plaza's existing facilities were
$8,338.000 and $24,798,000 for the nine months ended September 30, 1998 and
1997, respectively. In addition, in 1997, Plaza Associates exercised its option
to purchase from Se-ashore Four Associates, an entity beneficially owned by
Trump, one of the parcels of land underlying Trump Plaza's main tower, pursuant
to tho terms of a lease, the payments under which were terminated upon the
exercise of such option. The purchase price and associated closing costs were
$10,144,00J.
r·he expansion at the 'I'aj Mahal (the "Taj Mahal Expansion") consisted of the
construction of a new 14-bay bus terminal which was completed in December 1996,
a 2,400 apace expansion of the existing self parking facilities, which was
completed in May 1997, and an approximate 7,000 square-foot casino expansion
\o;it:h 260 slot machines, which was completed in July 1997, The total costs of. the
Taj Mahal Expansion including amounts expended in 1996 and 1997 were
app:roxirn.~tely $43,500,000 and have been funded principally out of cash from
operations.
12
On April 17, 1998 Castle Funding refinanced its Old Castle Senior Notes and
its Term Loan by issuing the New Castle Senior Notes. The proceeds from the
issuance of the New Castle Senior Notes were used to redeem all of the i$Sucd
and outstanding Old Castle Senior Notes and 100% of their principal amount and
to repay the Term Loan in full. In conjunction with this refinancing, TCH!, a
New Jersey corporation and the general partner cf Castle Associates, obtained a
Working Capital Loan. Both the New Castle Senior Notes and the Working Capital
Loan are guaranteed by Castle Associates.
During the quarter ended September 30, 1998, THCR Holdings advanced a loan
to Trump in the amount of $11,000.000 and prepaid 1999 fees and expenses in the
amount of $1,500,000 to Trump in accordance with the Executive Agree1nent. Such
loan is secured by a pledge of certain receivables due to Trump. On October 19,
1998, THCR Holdings loaned 'l'rurnp $13,500.000. Such loan tvas offset in its
entirety when Trump advanced $13,500,000 to THCR Enterprises, L.L.C. ("THCR
Enterpriscsft), which then purchased Trump's indebtedness to Donaldson Lufkin &
Jenrette Securities Corporation. In connection with such purchase, THCR
Enterprises was assigned a pledge of Trump's and Trump Casinos, Inc.'s {nTCI")
equity interests in THCR and THCR Holdings.
'I'HCR has assessed the year 2000 issue and has begl.ln implementing a plan to
insure its systems are year 2000 compliant. Analysis has been made of THCR's
various customer support and internal a&ninistration systems with appropriate
modifications having been made or underway. Testing the modifications will be
ongoing dur:ing 199$ and is expected to be c:ompleted dur.i.ng early 1999. THCR is
approximately 50% complete in its modifications.
THCR believes that the issues of concern are predominantly software related
versus hardware related. Further, THCR relies upon third party suppliers for
support of their individual systems provided to THCR. These are primarily
support of property, plant and equipment, such an telephones, elevators and fire
safety sys::ems. Contact: has been made with ~ll significant system suppliers and
THCR is at various stages of assessment, negotiation and implementation. When
necessary, contracts have been issued to update these systems so as to insure
year 2000 compliance. The cost of addressing the year 2000 issue is not expected
to be matc~ial, and will be funded out of operations.
It THCR did not: assess the year 2000 issue and provide for its compliance,
it would be forced to convert to manual systems to carry on its business. Since
THCR expects to be fully year 2000 compliant, it docs r..ot feel that a
contingency plan is necessary at this time.
The indenture governing the Senior Notes (the ''Senior Note Indenture"} as
well as indentures of the subsidiaries reslrlct the ability of THCR Holdings and
its subsidiaries to make distributions to partners or pay d1vidends, as the case
may be. unless certain financial ration are achieved. Further, 'l'HCR's futur.e
operar:ing ~esults are conditional and could tluc:::.1.1ate, given the rapidly
ch~nging competitive environment.
http:/1206.181.209.22/galedgar/EdgarHTMLFiling.asp 11128/2001
Edgar Online Filing Page 17 of28
13
All business activities of THCR and THCR Holdings are conducted by Plaza
Associates, Taj Associates. Trump Marina and Trump Indiana.
Comparison of Three~Month Periods Ended Septewher 30, 1998 and 1997. The
following tables include selected data of Plaza Associates, Taj Associates,
Trump Indiana and Trump Marina,
·~
AllllOCll.TEI
----------
'M
li.llOClAT!ll
----------
n-
llltll.t.ID.
~
~~
=·
C(l!lllOt.lUA'l'KO•
-------------
tOOt.WWll IN l'Q:Lt.t(lllll)
1oi.1
28.6
1t6. c
J2 .1 • ...
38,2 1t.l
1~.::i: • l,.1..1
ao.~
'lP.OSS ~I'''""""'"'
Lese' Pr01110t:lono.l All""'""""'" ........•..•.•••••
••••••••••••••••••
ll,. 7
lijO.l
1e. o
1~2.1
.. '
l~.u
38.8
13.4
11.7
~1. 7
,,,~.n
''·'
3t7 .b
... ...
(1""'11111 •••.•••••...•.•••.•••. "."." •..•• - • "" •.•••••• 62.0 84.t 11.a 41.0 111.&
CIBDer~l " Administrat:Lve ••••••• , • , ••••• ,
l'lopuait.tic~ "' t.illorti1<1.tl.m •.••••••.••
19.!I
••• ,_,
2l .l
•••
,_, ..,
l~·" 70.~
~0.3
l'.lthu ••••••••••...•.••••••.
••• '·' l~ .1
•••
(ll. ~l
3~.s
,_,
\al. ~l
•••
'·'
(l.l)
.. ,
1c.11=
(12.9)
...
lj~.5
<~~.u
.'
Intercompa~y eliminatio~s and expenses of THCR and THCR Holdings are not
separately shown.
Al!BDCI..TEa ASSOC~ATE'1
'~
_,M ¢01'1'90Lll'>AT!tl'.I•
137,I 14,6
"'''° ~5. 3 ""
°" 18. 7 ' 3•1.l
IS.S
IJWI'~ REVENUll"B . . . . . . . . . . .
m
"
11Ll
io.~
1~2.3
...
l0.6 91.~
ll-6
19.1
4.25.ti
51.0
375.6
10 · '
(.'OWi'$ mP GXM:W0S$:
g,,,
... .".,'
ei. 5
.",,'
OUl.11117 • •• •• • • • • • • •
~o., , •• 6 209. B
O•ll•r•l r. """'1n>atratiV<I ..... 17.~ 21.~ 16.6 ti6.9
121-~
,,,, 69-1 ~l~. 6
"
Non"operating lnr."""' •.
ue•reat lilXXf""&" , , , , • , •
" ...
(12.2)
JO,,
01.1) "'
'"
,,,
(~.3)
10.6
•••ei
(J.~.
97.l
'·'
(Si.~!
Ll.~I (l,Q)
t!ICOO (UlSllJ
MnmRI'l"I' JurmtE/IT
Minority Inb•x-e•t
~J:l'OM
,,,
Intercoropany eliminations and expenses of THCR and THC~ Holdings are not
separately shown.
14
•u~
r.S80C:ut.Tll8
'~
ADBOGIATI!H
n
UIDIAHA
_,_
~- =·
CO>;S()t,ttl.llTRtl
---------· (OOLl.J\.RB r:N N:lLLlOHSI
-----------
T/UILll (JAMii RilVENllEB . . . . . . . . . . . . , . . . , ••••
"'"" (DA<:rl """'" p.-lo:r po:r:lo4 •••
,,,
27.' 6b. l
11-3 "'
•••
10.a
(2.3)
111.3
11.4
T/l.blo Q"""' O""V••••••••••••••••••••••
tucr (Ooil<:r) ovor JU'ior variod.
177. g J2&. $
,,,
54. 9 lJi. 7
\).1)
~,,a.o
tQ.S)
"' (lM .OJ
T<\l>~I
~r
Witi t ..rc ..ntll.QQ.
i=r tl><l<:r) ovu p;i;l.o;i; v11ri.;;.<l.
of Tai>:!."'~ ...................... .
!=r (D<o":r) <>'l'Rr prinr pR..-i<td,.,.
...
15.7%
~l>t•.
18 .2%
1vt•-
"'
e2.s'
.'"
l.5.,..
(i.ll1>t•·
15. 7..
(l.3)"~·-
"
1~-~"
1. &pt•.
"'
,,,'"
(lt)
Glor R!IVMtnea.
rn.cr (Dl\or) ovor l.U'lor perio4.
'"
75. A 29.7 5).4 240.4
ll.O
Blor ruu1d1e •••• ,, . . . . . . . . . . . . . . . . , •• , "'
DJ9 .4
(1••• )
1,011.6 '"
451. J 650.~ J,Qla.3
Irn:r (Dll<:rl <:>Yor i;irior pe:.-iod,,.,,,,,
lllot Ille ?orcontoqo •• , , . , , , , , , , , , , . , ,
(:D<><:rl "'""" ""ior pario(I.
(3,1)
·-~"
1 vt•.
1~.1
a.2..
~)pt•.
l~~-1
~.,
l)pto.
. l~.l
a.1..
0.1.:ita.
1!11.i
7.9 ..
(O.i)Pt.IJ.
%iwi:
" "
."'•••..
~" of Slot Mll<=l>ti'.1<>~ ••..••••••.••• l,iOl l,136 1,375 2,170 11,e~s
••"
0th'"' clou!J.ng 11.......,,......
Inc" (D&er) oveT pTlor p!lrioll.
=11r. af.lntlU lUWl!)f(J"'ll - . . . . . . . . . . . . . . .
'"
"'
l-$ .o
,,.
]8.~ lGl.1
IllCR (DEC:ll) OVER PRIOR rrn:rop••
lQl '1
10 .1
'·' "• ~l.O
"'
'~'
AllSOC:lATEB
............. AS90CU.TES
.......... ·~-
(Ii(ILLJIM lf.T !C:LLlON'1
""'"' CONSOL? DATED
172.7
1• .e'\.
"'
$
' "'
)f~.5
14..l% 11" l ..
"
13S.9
..
17 .o..
102.s
15.1%
m
lllot lto"cnua8, •••••• , •••••
75 .2
982. ~
a.1..
t,0510
$
64.l
~P6-~
e·'"
t,lJ~
21.5
)ll.l
6.1\\
1.U..6
l8.6
~o~. ~
s.o~
~.lt2
....,..
22~-·
i,.,1.1
:i.1.1et
Othor Gaming Rovt>>NnH.,. .. , , • ,, , , , , • , • ,
TOTAL GJIJ!lNG kBVl!NUEJI,. , " • , , , , , , , • , , • , • '"
100.a
•••
1l1. 8 '"
29.J
•••&
?~. 3tl.1
Gaming revenues are the primary source of THCR's revenues. The year over
year increase in table game revenues was due primarily to the increased table
win percentages at Trump Plaza and the Taj Mahal. Table games revenues represent
the a1nount retained by THCR from amounts wagered at table games. The table win
percentage tends ~o be fairly constant over the long term, but may vary
significantly in the short: term, due to large wagers by "high rollers". The
Atlantic City industry table win percentages we:re 15,'3% and 14.6% for the
quarters ended September 30, 1998 and 1997, respectively. The increase in slat
revenues is primarily attributed to higher slot handles at TrUJup Indiana and
Trump Marina in 1998.
Gaming costs and expenses were $221,381,000 for the three months ended
September 30, 1998, an increase of $11,615,000 or 5.5% from $209,766.000 for the
comparable period in 1997. Trump Indiana incurred an increase of $7,364,000 or
36.1% to $27,786,000 for the three months ended September 30, 1998 as a result
of increases in costs related to player promotions and special events caused by
the expansion of gaming in Indiana. Gaming costs and expenses for Trump Marina
were $46,941,000 for the three months ended September 30, 1998, an increase of
$2,336,000 or 5.2% from $44,605,000 for the comparable period in 1997. This
increase is primarily the result of an increase in promotional and complimentary
expenses as well us incx·oasod entertainment expenses.
General and administrati,.re expenses were $70.464,000 for the three months
ended September 30, 1998, an increase of $3,569,000 or 5.3% from gener~l ~nd
administ.r·ative expeinses of $66,895,000 for the comparable period in 199/.
15
Comparison of Nine-Month Periods Ended September 30, 1998 and 1997. ~·he
following tables include selected data of Plaza Associates, Taj Associates,
Trump Indiana and Trump Marina.
)>Lt.U. Tll.J
US~lA1't:& ASS<:M::tATES
118V>:Nl1E1l '
$~&~.~ $)9~.t $1~8.U
Gtrll'!illg •• "'' ,,,,,,, . . . . . . . . . . . . . . . . . . .
77.1 ~ .... 9 4~. 8 ' 911.G
21•. 9
Q...,,l.u11 . . . . . . . . . . . . . . . . .
Oqn.q:r11l I Al:laiui•tr•ti'Wo .• , •••••.
112. 5
5Q.7
2J7.0
t~.ij
73.9
21.Q ,,,8
12§,!j 60t.9
100.4
~pn1c111.tlou ' llm<>o:t1"nt:l.cn •.
Otbe"·· ..•••••.••.•.
18.7
~4.2
~1-l
:15.l '·'
,.. ll.4
'·'
,1.1
61.5
...
~~-~ 1L) u ll.1 125. 3
ll.i.
LOSS,,.,.,.,.,.,,,,,,,.,,,,.,,,,,,
N1fT
' lll.J)
Intercoropany eliminations and expenses of 'l'HCR and THCR Holdings are not
separately shown.
-·
1997
m-
l;I'fE Ml)llTHB RRIIED SEPTEMBER 30,
l\ll'VRllVEll •
G!llllliog.
Ot.ll"""
$~as.s
Al. 7
$'00.1
,!, 3
$103.3
,_, $205.l
49,4 ' 99,.ti
~~~-~
'~'. 1 105. 5
·-·
31.S
223.2
137.~
1,oes.9
COSTS JUI!) EXl'E!fll.11:
O......t.111;1. · .- " . , . , . , , . . . . . . . . . . • llN,'/ ~·$-'1 ~e.e 110.1 ~21.1
a .....,,..1 ' lldl.o111i11tr'1tivo,.
tleatnic:i<1t.ion .C. Amortlz<1t.io11 ..•...•.• , • , •
~V.t
lE.l
G•.~
~~-9
,_,
al. I
,..
&$.~
12.~
20l.1
66.1
Otbe,.,,,,, ,,,,,,,, ,. ~J.~ ~,.~
••• 60.8
U,BJ (~ ,•J
····-·
• 0 •• ,., ittS,31 na. u
'·"
U4.1J
Inte:rcompany eliminations and expenses of THCR and TI-ICR Holdings are not
separately shown.
16
•uu
........... ASSOCU.TtS
ASSO.::lJ\.'raS
..........
•M rn~
'~-
m-
""'"''
=·
COlU{lLIDA'l'ED
············
(D0tt.1UUJ 1N l!ltLt.t0119, Eltl:IPT STATISTICAL llllTA)
0
~)
4 5 .2}
11$1.9
4 ~ .2}
{(i.8]
J4$. J
()5.6)
n.t.ll
l,t9S.U
{137.9)
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Gaming revenues are the primary source of THCR's revenues. The year over
year decrease in gaming revenues was primarily due to Taj Associ~tes' first
quarter results for last year which included an unusual, approximately $8
million dollar, table game win from one premium player, a decline in high-end
international ~able game players due to Asian economic conditions and the
decline in slot revenues at both the Taj Mahal and Trump Plaza. Trump Marina's
decrease in table game revenue is due to increased capacity in the Atlantic City
Market as well as management's decision to reduce promotional gaming costs in an
ef'.£ort to elirninate less profitable programs. Table gar.ies revenues represent the
amou:::lt retained by THCR from amounts wagered at table games. The table ;.;in
percentage tends to be fairly constant over the lo~g term, but may vary
significar!tly in the short ter1n, due to la1·ge i,;age.rs by "high rollers". The
Atlantic City indust:::y table win percentages ''1ere 15. 3% and 14. 9% for the: nine
months ended September 30, 1998 and 1997, respectively. Decreases in revenue at
Trump Indiana are attributed to the new facilities and capacity added over the
past year.
17
Durlng- the second quarter of 1997, Plaza Associates, Taj Associates and
Castle Associates revised their estimates of the useful lives of buildings,
building improvements, furniture and fixtures which were acquired in 1996,
Bc.iilding and bi,1ilding improvements we;::·e reevaluated to have a forty year life
and furniture a:id fixtures were determined to have a seven year life. During the
third quarter of 1997, Trump Indiana revised its estimates of the useful life of
the riverboat and its improvements from fifteen to thirty years. THCR believes
these changes more appropriately reflect the timing of the economic benefits to
be received from these assets during their estimated useful lives. For the nine
months ended September 30. 1998, the net effe-ct cf applying these new lives was
to decrease net loss by $2,300,000 and decrease loss per share by $.07.
Additionally, Taj Associates' depreciation decreased due to furniture and
equipment classifications becoming tully dep:r:eciated.
SEASONALITY
THCR and certain of its subsidiaries, affiliates and ~mployees 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
a.mounts pald or incurred in satisfaction of settlements, judgments, fines and
penalties) incurred by them in said legal proceedings. Such persons and entities
are vigorously defending the allegations against them and intend to vigorously
contest any future proceedings.
18
As pa.rt of its approval and on the b¢.sis of its powers of eininent domain,
th~ CRDA, during 1994,
initiated cArtain condemnation proceedings in the
Superior Court of New Jersey, Atlantic Cot:nty, :::o acquire five small parcels of
land ,,.,ithin the project site. Pl<iz~ Aosociutes ho.s since acquired two of the
parcels and proceedings with respect to those parcels have been concluded. The
court, in a July 20, 1998 opinion, directed entry of judgments dismissing the
CRDA actions with respect to the remaining three parcels, which if acqi.iired 1
would be included in the public park and parking area of the project, on the
basis of its determination that the CRDA had failed to establish that a valid
primarily public purpose justified acquisition of the parcels. Written orders of
dismissal v<ere entered by the court on July 28. The right of the CRDA to appeal
these ji.1dgments expired on September 11, 1998. 'l'he judgetnents were not appealed.
Trump Indiana. Cowmencing in early 1994, Trump Indiana (which was then
wholly owned by Trump), through its Indiana counsel, ~lad discussions witl:1 eight
Indiana residents regarding the potential purchase by such residents of
non-voting stock of Trump Indiana, representing a total of 7.5% of the equity in
'l'rump :ndiana. 'l he purchase price of the stock was to have been paid with a
1
promissory note secured by the stock purchased, although the purchase price and
other material terms of the proposed purchase wore never agreed upon. Such
discussions did not result in an agreeme~t for, or the purchase of, any stock by
the res:idents. It was subsequently determined to include Trump Indiana as a
wholly owned subsidia:i:-y of THCR Holdings in connection with the June 1995
Oiferings. The residents then asserted a right to purchase stock in Trump
Indiana. Trump Indiana and THCR did not agree with the residents' assertions of
any such rights with respect. to the st;ock of Tru;np Indiana. o;r otherwise, and so
advised the residents. Although discussions had been ongoing with respect to the
resolution of this matter, on March 29, 1996, in the matter entitled Keshav D.
Agga:i::-v.•al, et. al. v. Donald J, Trump, Trump Hotels & Casino Resorts, Inc., Trump
Hotels & Casino Resorts Holdings, L.P. and Trump Indiana, Inc., such residents
filed a complaint with respect to this matter in the United States District
Court, Southern District;. of Indiar:.a, seeking, among other things, compensatory
and punitive damages in an unspecified amount and that the court order the
defendants to transfer ownership of 7.5% of Trump Indiana to the plaintiffs.
Trump, THCR, THCR Holdings and Trump Indiana filed an answer to the complaint on
M(l.y 31, 1996. Cross-motions fo:i:- summary judgment have been filed by all parties
and a decision regarding each rr,otion is expected in the near future. Monetary
set.tlements have been reached between all defendants and six of the plaintiffs.
The remaining plaintiffs voluntarily dismissed their demands for the transfer of
OW'.'.1ership in ':'rump Indiana. A trial date has been set for February 1999. 'l'HCR
and the other de±endants intend to vigorously c:ontest the allegations against
thern. Further, management believes that the further resolution of these claims
will not have a material adverse eifect on THCR.
Various other leqal proceedings are now pending against THCR. Except as set
forth herein and in THCR's Annual Report on Form 10-K for the year ended
December 31, 1997, THCR considers all such proceedings to be ordinary litigation
incident to the charac~er of its busi~ess and not material to its business or
financial condition. THCR believes that the resolution of these claims, to the
extent not covered by insurance, will not, individually or in the aggregate,
19
None.
Common Stock
For Withheld
All 1,000 shares of Class B Common Stock were voted in favor of Proposal 1.
None.
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Edgar Online Filing Page 26 of 28
A. EXHIBITS;
R~turn to Navigatoo•.~l __Tabl" <.>£ Cont,;fll.S
(1) Filed only with the Quarterly Report on Form 10-Q of THCR for the quarter
ended September 30, 1998.
(2 I Filed O!'\ly with the Quarterly R~por_·t. on FoLnt 10-Q o[ 'l'HCR Holdings and THCR
Funding for the quarter ended September 30, 1998.
The Registrants did not file any Current Reports on Form B-K during the
period beginning July 1, 1998 and ending September 30, 1998.
20
SlGN/l.'i'URES
21
SIGNATURES
Pursuant to :;he requirements of th'rl SecuriLies Exchange Act o[ 1934, <J.S amended,
the regisLrant has duly co.used this report to be signed on its behalf by the
Date: November 13, 1998 By: 'l'RUMP HO'I'ELS & CASJNO RESORTS, INC.,
its general partner
22
SIGNATURES
23
<AllTJCCL-!i>
<CH!.> OOR0943lla
,_, TJUIMP DQTEL& " CJ.nUIO RESOPTB, DIC.
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~TOTAL~REVENUE~> 1, 186, 5:11
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<O'.mlm··UP.EmSl':S> 262,210
<WSS•PIW\ttlHOll> 10,510
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return to filings
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... .,.
Trump Hotels & Casino Resorts: Directors and Executive Officers Page 1 of 1
"
l:'x~cutn~ O!Jke1
Mark A. llroll-·n
\\lallace H. Askins
Dlr~,~ror C~1.;fOper::i1111~ Q.!Jirer
Robert M. Pickus
E.ucmfr~ Vice' f'r<>sui<'!ll, General Couus,,f ,{
Don M. Thomas
S~mw· e',cc l'r,,.11Jen1,>j Cmpu1al<' Ajf1111$
rhe l'c[l"!i .('uh H'111\int: Cn
(lfN(\\ Yr•rk
Joseph A. Fusco
Ewcm/ve I 'i•C!' l'n•r.i<kllt oj G1Acr11111rm &
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_.
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.. ~UJJllllil
.,. Base
Ill- Cover_P_age
• Table of Contents
Ir. Business
air. Properties
" Legal Proceedings
lllJio Submission to a Vote
• Marke.t_(or Common Equity
• Sel~Jed Financial_Data
• Management Discussjgp
It- Financial Stmnts/SuJ,lPl Data
• Changes in Accountlng
• Directors and Executj ve Officers
• Executive Compensation
• _s_~_Q1!ri1y __Q.w_n~x~J:!Ip
Ito Related 'fransartions
• E~hilliJs_~mUl<lJl.Qll§
• List of Exhibits
1J1. Financial Statement~
1J. Report of Auditors
• Balance Sheet
• Income Statement
• Cashflow Statement
• Financial Footnotes
• Exhibits
• Exhibit Index
• ,S_ub~isij_aries 21
ti. Financj_al Data Schedule 27. l
UNITED STATES
FORM 10-1<
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(Mark One)
DEI,A~'1ARE 13-381$402
(State or other Jurisdiction of tI.R.S. Employer
Incorporation or Organization) Identification No.)
2500 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(Address of principal executive office) (Zip Code)
Df:I,AWARE 13-3818407
(State or other Jurisdiction of (I.R.S. Employer
Incokporation or Organization) Identifi~ation No.)
2500 BOARDWALK
ATLANTIC CITY, Nill-1 JERSEY 08401
(Address of principal e:>-;ecutive office) (Zip Code)
DELAWARE 13-3818405
(State or other ,Turisdiction of (I. R. S. E:r_ployer
Incorporation or Organization) Identification No.)
2500 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(Address of principal executive office) (Zip Code)
Indicate by check mark whether the registrant (l) has filed all .r.epo:rts
required to be filed by Section 13 or lS(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required t:o file such reports), and (2) have been subject to such
filing requirements for the past 90 days. Yes~x 2 No{ }
The aggregate market value of the voting stock of Trump Hotel$ & Casino
Resorts, Inc. held by non-affiliates as of March 25, 1999 was approximately:
$88,942,937
As of March 25, 1999, there were 22,195,256 shares of Trump Hotels &
Casino Resorts, Inc. Common Stock 0'.J.tstanding.
Y()ll.lf 10-J;
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t:011Q;tllu'"" with ll<mtJ.on l.'(11.J of tho llm::ud.tJ.•• 11o«;;b;u1p llct <>f 1914,,,,,,,,.,SS
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ii
PART I
ITEM 1. BUSINESS.
RECEN·T EVENTS
On January 13, 1999. Trump Hotels & Casino Resorts Holdings, L.l'.
("THCR Holdings") entered into an agreement with Hilton Hotels Corporation and
Flamingo Hilton Riverboat Casinn, L, P, {"Flamingo-Kansas City") to acquire a
riverboat casiDo facility located in Kansas City, Missouri and substantially all
of the other assets, properties and rights of every kind and nature of
GENERAL
THCR Holdings, Trump Hotels & Casino Resorts Funding, Inc. (•THCR
Funding") and Trump Hotels & Ca.sino Resorts, Inc. ("THCR") were organized under
the laws of the State of Delaware in Marc~ 1995. The partnership agreement
governing THCR Holdir1gs p:r:ovidc·s that all business activities of THCR must be
conducted through THCR Holdings or subsidiary partnerships or corporations. As
the sole general partner of THCR Holdings, THCR generally has exclusive rights,
responsibilities and discretion in the management and control of THCR Holdings.
THCR, through THCR Holdings and its wholly owned subsidiaries, owns and operates
the T~ump Plaza Hotel and Casino ("Trwnp Plaza"), which also includes Trump
World's Fair, and the Trure1p 'l'aj Mahal Casino Resort (the "Taj Mahal" l, each
located on The Boardwalk in Atlan~ic City, New Jersey, the Trump Marina Hotel
Casino (~Trwnp Marina''), located in the marina district of Atlantic City, New
Jersey (the "Marina District"), as well as a riverboat casino located at
Buffington Harbor on Lake Michigan in Indiana (the "Indiana Riverboat~), making
THCR one of the largest casino entertalnment:. companies in the United States. In
addition, THCR continues to be the exclusive vehicle through which Donald J,
Tr.t1mp ( nTrumpR) engages in new g1;1ming eictivities in both emerging and
established gaming jurisdictions.
o TAJ MAHAL. Management believes that the acquisition of the Taj Mahal
on April 17, 1996 (the "Taj Acquisition") has strengthened THCR's
position as a leader in the casino en~ertainment industry through
its ownership of two successful land-based casino hotels on 'rhe
Boardwalk. Furthermore. the Taj Acquisition has enhanced THCR's
presence in the growing Atlantic City gaming market (the
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lli,295
~ ·~
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TRUMP PLAZA
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Management believes that Trump Plaza's f'ive Star Diamond A>-rard from the
American Academy of Hospitality Sciences reflects the high quality amenities and
services that '!'.rump Plaza provides to its casino patrons and hotel guests. These
amenities and services include a broad selection of dining choices, headline
entertainment, deluxe accommodations, tennis courts and swimming and health spa
facilities.
Trump Plaza's location an The Board<Nalk et the end of the main highway into
Atlantic City makes it highly accessible for both "drive-in" and "walk-in"
patrons.
As part of the Trump Plaza Expansion, Trump Plaza opened the Ocean View
Casino and Bar and a total of 349 rooms, including nine super suites, located at
Trump Plaza East, which is fully integrated into Trump Plaza. Trump Plaza East
has approximately 15,000 square feet of casino space. Trump Plaza also completed
construction of a new entranceway to '!'rump Plaza to provide easier access by car
to Trump Plaza.
=~ ==·
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Trump Plaza. Trump Plaza East has been integrated into Trwnp Plaza and
together the two are operated as a single casino hotel facility. Trump Plaza
presently intends to cont:t.nue the 1narket.lng strategies it has found successful
in the past, including targeting lucrative high-end drive-in slot customers.
Management believes the additional hotel rooms and gaming facilities at Tru."np
Plaza East better enable Trump Plaza to accommodate the more profitable weekend
drive-in patron, who tends to wager mere per play and per visit than the typical
walk-in or bus patron.
contains a 500-seat buffet- style restaurant and a casino with 508 slot
machines. The bus terminal and dedicated casino facilities allow Trump World's
Fair to serve efficiently a high volume of bus customers. The second floor of
Tr.ttmp World's Fair has app:roximately 559 slot machines along with additional
restaurants. Moreove:.r.-, with its prime location adjoining the original Atlantic
City Convention Center and near the new Atlantic City Convention Center, and its
room base of 500 rooms and approximately 50,000 square feet of total gaming
space, management believes that Trump World's Fair is ideally suited to attract
convention vil:litor t.r·affic.
Trump Plaza and Trump World's Fair have separate marketing identities.
Trun1p Plaza caters to the mid to high level segment while Trump World's Fair
focuses on the nrniddlc" market. Trump Plaza's concentration of special events,
entertainment, suites and variety of gourmet restaurants define its presence and
highly perceived image. Trump Plaza's suite product, high end slot clubs and
fine dining restaurants indicate Plaza Associates' commitment to this segment of
the market. 'While Trump Plaza strives to accommodate the more lucrative drive-in
patron, Trump World's Fair offers a fun, r.ela.xing experience which is extremely
appealing to the bus rider. A combination of lower slot denominations, including
Atlantic City's largest nickel lounge, lower table limits, sweepstakes, bus
bingo programs, on-floor tournaments and a premier buffet make this possible.
Trump Plaza designs promotional offers, conveyed via direct mail and
telemarketing, to patrons expected to provide revenues based upon their
historical gaming patterns. Such information is gathered on slot wagering by the
Trwr.p C<.~rd and on tr;i.ble game •·lagering by the casino game supe:rvisors.
Prorr,otio::ial activities include the rrcailing of vouchers for co:r.plimentary slot
play. Trump Plaza also utilizes a special events calendar (e.g., birthday
parties, sweepstakes and special competitions) to promote its gaming operations.
Trump Plaza. The casino in Trump Plaza's main tower currently otters
103 table games and 2,124 slot machines. In addition to the casino, Trump
Plaza's main tower consists of a 31-story tower with 555 guest rooms, including
62 suites. Trump Plaza's n1ain tower also offers 10 restaurants. a 750-seat
cabaret theater, four cocktail lounges, 28,000 square feet of convention,
ballroom and meeting Yoom space, a st11imrning pool, tennis courts and a health
spa,
The entry level of Trump Plaza's main tower includes a cocktail lounge,
three gift shops, a deli, a coffee shop, an ice cream parlor and a buffet. The
casino level houses the casino, a fast food restaurant, an exclusive slot lounge
for high-end patrons and an ocean view ~igh-end slot area. An enclosed walkway
co11nects Trump Plaza at the casino level ·,.;ith the original Atlantic City
Convention Center and with Trump World's Fair.
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Trump Plaza's guest rooms are located in two towers which afford most
guest rooms a viev: of the ocean. While rooms arc of vanring size, a typical
guest room consists of approximately 400 square feet. Trump Plaza's main tower
also features 16 one- bedroom suites, 28 two-bedroom suites and 18 "Super
Suites.'' The Super Suites are located on the top t·,.;o floors of Trump Plaza's
main to'.ver and offer luxurious accomlT'odations and 24-hour
butler and maid service. The Super Suites and certain other suites are located
on the "Club Level" which requires guests to use a special elevato.r. key for
access, and contains a lounge area that offers food and bar facilities.
Trump Plaza and Trump World's Fair are physically connected to the
original convention center. By the summer of 2001, the East Hall of this
convention center will undergo a $i2 million renovation funded by the CRDA,
Those im9rovements will convert the East Hall into a modern special events
venue, and will benefit both Trump Plaza and Trump t-Jorld's Fair.
HISTORICAL BACKGROlJl'JD
The 1995 and 1996 Events. In connection with the initial public
offering (the "June 1995 Stock Offering") of 10 million shares of THC:::<. Conunon
Stock, THCR Holdings repurchased and redeemed the $60 million aggregaLe
pri:'lCipal amount ot 12 1/2% Pay-In-Kind Notes due 2003 {the "Plaza PIK Notes")
and the warrants to acquire an aggregate of $12 million in principal amount of
additional Plaza PIK Notes (the ''Plaza PIK Note Warrants"). In addition, in
connection with the June 1995 Stock Offering and the offering by 'fHCR Holdings
and its wholly O'NI'led finance subsidiary THCR Funding, of $155 million 15 1/2%
Senior Secured Notes d\le 2005 (the wsenior Notes") (the "June 1995 Note
Offering• and, together with the June 1995 Stock Offering, the ~June 1995
Offerings"), Trump transferred, pursuant to a contribution agreement, to THCR
Holdings his ownership interests in Trump Plaza Funding, Inc. (~Plaza Funding")
and Trump AC. Upon the consummation of the June 1995 Offerings, 'I'HCR Holdings
owned Plaza Associates. In connection with the Taj Acquisition, THCR Holdings
became the owner of both Plaza Associates and Taj Associates, the owner and
operator of the Taj Mahal, through its ownership interest in Trump AC. As part
of the 1996 Offerings (as defined), Trump AC and its wholly owned finance
subsidiary, Trump Atlantic City Funding, Inc., a Delaware corporation ("Trump AC
Funding"), issued the TAC I Notes (as defined).
The 1997 Events. In December 1997, 'I'rUI:lp AC and Trump Atlantic City
Funding II, Inc., a Delav·U:>re corporation ("Funding II"), issued the TAC II Notes
(as defined) and Trump AC and Trump l\tlantic City F\1nding III, Inc., a Delaware
coi-po:i;-ation ("Funding III"), issued the TAC II! Notes (as defined).
The Taj Mahal ranked first a:mong all Atlantic City casinos in terms of
total gaming revenues for the year ended December 31, 1998. The Taj Mahal
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 Five Star Diamond Award from the American Academy of
Hospitality Sciences. Management belie\•es that the breadth and diversity of the
'l'aj Mahal's casino, entertainment and convention facilities <:3.nd its status as a
"must see" attraction will enable the Taj Mahal to benefit from growth of the
Atlantic City market.
General, The Taj Mahal currently has approximately 147,720 square feet
of gaming spa.ce, 211 table games and 4,152 slot machines, which includes an
approximately 12,000 square-foot poker, keno and race simulcasting room with 64
poker tables, W'hich was added in 1993 and expanded in 1994, The casino's
offerings include blackjack, craps, roulette. baccarat, rnini baccarat, sic-bo.
pai gow, pai gow poker, Caribbean stud poker, big six, mini big six, mini dice
and let it ride poker. In December 1995, the Taj Mahal opened an Asian themed
tabl~ game area which offers 16 popular Asian table games catering to the Taj
Mahal's growing Asian clientele. In May 1996, the Taj Mahal opened the Sultan's
Palace, a h.:.gh-end slot loi1nge, In A~1gust 1996, the Taj Mahal
opened the relocated and expanded President's Club for high-end slot players in
conjunction with the Sultan's Palace,
In December 1996, the Taj Mahal opened a new bus terminal with 14 bays.
In Neivember 1996, the Hard Rock Cate opened at the 'T'aj Maha1 adjacent to the
casino and The Boardwalk. In March 1997, the All Star Cafe opened at the Taj
Mahal. A Warner Brothers Studio Store opened in May 1997. An additional
simulcasting facility featuring horse racing was completed in June 1997.
Construction of an approximately 7,000 square-foot casino expansion with 260
slot machines, with Boardwalk frontage, was completed in July 1997. In October
1997, the Stage Deli of New York opened at the Taj Mahal. In addition, as a
special bonus to high-end players, the Taj Mahal offers three clubs for the
exclusive use of select custo1rte.rs: Lhe Maharajah Club for· high-end La.ble ga1ne
players, the President's Club for high-end slot players and tho Bocgal Club for
other preferred slot players.
The casino hosts assist patrons on the casino floor, make room and
dinner reservations and providG general assistance. They also solicit Trump Ca.rd
(a player identification card) sign-ups in order to increase the Taj Mahal's
marketing base.
The Taj Mahal also plans to continue the development of its slot and
coin programs through direct mail and targeted ,marketing campaigns emphasizing
the high-end player. "V.:otorcoach Marketing," the Taj Mahal' s customer bus-in
program, has been an i~portant component of player development and will continue
to focus on tailoring its player base and 1naintaining a low-cost package.
T·he Taj Ma~'lal designs promotional offers, conveyed via direct m.;iil .;inC
telemarketing, to patrons expected to provide revenues based upon their
'!'he Taj Mahal conducts slot machine and table game tournaments :in '.11hich
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 tend to play at their own expense during "off-hours" of the
tournament. At times, tournament players are also offered special dining and
entertainment privileges that encourage t.hern to remain ~t the Taj Mahal.
10
EMPLOYEES
TAJ ACQUISITION
On April 1·1, 1996, a subsidiary of THCR was merged {the "Taj Merger~)
with and into Taj MaI'..al Holding Corp., known after the Taj Acquisition as THCR
Holding Corp. (ftTHCR Holding Corp."). As a result of the Taj r~crger and the
related transactions discussed below, THCR Holdings acquired Taj Associates. The
Taj ~cquisition included, among other things:
11
TRUMP MARINA
Castle Associates owns and operates Trump Marina, a luxury casino hotel
located on 14.7 acres in the Marina District approximately two miles frorn The
Boardwalk. Trump Marina is approx.it'.lately one-quarter mile frora the H-'l'ract.
Trump Mar1na consists o: a 27-story hotel tower with 728 rooms, including 153
suites, 97 of w'.'1ich are "Cryntal Tower" luxury suites, and contains
approximately 7.S, 900 Sq'utare teet of gaT.ing space. Trump Marir.a offers 2, 167 slot
MARKETING STRATEGY
12
City mar-ket increased frow. 54.6% of the industry g.;irning reven\1e in 1988 t.o 70,8%
of industry gaming revenue in 1998. Trump Marina experienced a similar increase,
with slot revenue increasing f::rom 52.5% of gaming revenue in 1988 to '71.4% of
gaming revenue in 1998. In response to this trend,, :l'.anagfi'ment devoted more of
its casino fJcor space to slLit Il'.achines and betw,,,.en 1994 and 1998 and has
replaced substar.tially all of its slot rr.achines with new~r ntachines. 'l'rurr.p
Marlna has also responded to this trend by intYoducing its Monte Carlo clvb for
high~end slot players.
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Player Development and Casino Hosts. Trwnp Marina has contracts with
sales representatives in New Jersey, New York and other states to promote the
cusino hotel. 'l'rump Marina has 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 developme~t personnel host special events, offer
incentives and contact patrons directly in an effort to attract high-limit table
garne patrons.
The casino hosts at Trump Marina assist table game patrons, and the
slot sales representatives at Trump Marina assist slot patrons on the casino
floor, make room and dinner reservatjons and provide general assistance. Slot
sales representative$ also solicit Marina Card (the frequent player
identification slot card) sign-ups in o.rder to increase Trump Marina's inarketing
base.
Trump Marlna designs promotional offers, conveyed via direct mail and
telemarketing, to patrons expocted to provide revenues based upon their
historical gaming patterns, Such information is gathered on slot wagering by the
Marir.a Card and on table wagering by the casino games snpRrvisor. Trump Marina
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conducts slot machine and table game tournamen~s in which c~sh prizes are
offered to a select group of players invited to
participate in the tournament based upon their tendency to play. Such players
tend to play at their ovm expense during "off-hours" of the tournament. At
times, tourniJrnent players are also offered special dining and entertainment
privileges that encourage them to remain at Trump Marina.
HISTORICAL EACKGROUND
General. Castle Funding was incorporated under the laws of the State of
New Jersey in May 1985 and is wholly owned by Castle Associates. Trump's Castle
Hotel & Casino, Inc, ( "TCHI") was incorporated \lnder the laws of the state of
New Jersey in 1985; it is wholly o'WOed by THCR Holdings and is the general
partner of Castle Associates. Castle Funding was formed to serve as a financing
corporation to raise funds as an agent of Castle Associates. Since CastJe
Funding and TCHI have no business operations, their ability to service their
indebtedness
14
PIK Note Acquisition. On June 23, 1995, Castle Associates entered into
an agreement with Hamilton Partners, L.P. ("Hamilton") which granted Castle
.t\.ssociates an option (the "Castle Option" l to acquire the Increasing Rate
Subordinated Pay-in-Kind Notes due 2005 of castle Funding (the "Castle PIK
Notes") (which are currently subordinated to the New Castle Senior Notes {as
defined), the )~orking Capital Loan (as defined) and the Castle !>1ortgage Notes
tas defined)) owned by Hamllton (the "Castle Option Agreement"). The Castle
Option was granted to Castle Associates in consideration of $1.9 million of
a.ggregate payments to Hamil.ton. The CastJe Option was exe:rcisable at a price
equal to 60% of the aggregate principal amount ot the Castle PIK Notes delivered
by Hamilton, with accrued but unpaid interest, plus 100% of the Castle PlK Notes
issued to Hamilton as interest subsequent to June 23, 1995. Pursuant to the
terms of the castle Option Agreement, upon the occurrence of certain events
within 18 months of the time the Castle Option is exercised, Castle Associates
was required to make an additional payment to Hamilton of up to 40% of the
principal amount of the Castle PIK Notes. On May 21, 1996, Castle Associates
assigned the Castle Option to THCR Holdings, which, on that same date, exercised
the Castle Option and acquired approximately 90% o"f the then outstanding Castle
PIK Notes for approximately $38. 7 niillion, in exchange fo:::- which THCR Holdings
received an aggregate of approximately $59.3 million principal amount of Castle
PTK Notes.
15
Loan"), and its 11 1/2% Senior Secured Notes due 2000 (the "Old Castle Senior
Notes~) by issuing 10 114% Senior Secured Notes due 2003 (the •New Castle Senior
Notes~). The proceeds from the issuance of the New Castle Senior Notes were used
to redeem all of the issued and outstanding Old Castle Senior Notes at 100% of
their principal amount and to repay the Castle Term Loan in full. In conjunction
with this :cefinancing, TCHI obtained a r;1orking capital credit facility (the
"Working Capital Loan"). Both the New Castle Senior Notes and the t-Jorking
Capital Loan are guaranteed by C<Jstle Associates. The New Castle Senior Notes
have an outstanding principal amount of $62,000,000 and bear interest at the
rate of 10 1/4% per annum, payable semi-annually each April and October. The New
Castle Senior Notes mature on April 30, ?.003. The Working Capital Loan has an
out$tanding principal amount ot $5,000,000 and bears interest at the rate of
10-1/4% pe:::: annum, payable semi-annuc1lly each Ap:til and Oct0ber. The entire
principal balance of the Working Capital Loan matures on April 30. 2003.
INDIAKA RIVERBOAT
THCR foc.:usss its marketing efforts for the Indiana Riverboat on the
micidle 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 exciti,ng r.'er.-reation and entertainment and who typically i;vager less, on an
individual basis, than high-end patrons. Through the use of the "Trump" na:ne and
systematic marketing programs, THCR has been attracting this middle market
cu::tomer.
The operation of a gaming riverboat in Indiana is subject to Indiana's
Riverboat G~mbling 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
River.boat. The r..iverboat casinos in Indiana are permitted to stay open 21 hours
per day, 365 days p~r year and to extend c~edit and accept credit charge cards
with no loss or wagering limits.
In June 1996, the !ndie.na Geming Commission (the "IGC") granted 'i'rurr,p
Indiana a riverboat o\'ffler's license for the ownership and operation of a gaming
vessel at Buffington Hai::bor, which must be renewed by June 2001.
Sale with J,ehigh Portland Cement Company {"Lehigh''), dated May 10, 1995 (the
"Site Sale Agreement"), approxirnately 88 acres of land at Buffington Harbor (the
"Buffington Harbor Site") for $13.5 million. Pursuant to an agreement between
Lehigh and Trump Indiana, Lehigh granted Trwnp Indiana a lease for a term of up
to ten years for the use of the harbor and certain of Lehigh's property adjacent
to the Buffington Harbor Site for the doc~ing of the Indiana Riverboat Vessel.
No lease payments v.•ere due to Lehigh during the first 30 months of the lease.
Pursuant to the Harbor Lease Agreement, Lehigh is entitled to receive lease
payments in the amount of $125,000 per month for the use of the property during
the renaining term of the lease, if the use continues beyond the initial 30
month period. The initial period has expired and the lease payments are
currently being paid to 1,ehigh, Trump Indiana contributed the Evffington Harbor
Site and its rights under the Harbor Lease Agreement to BHR in connection with
the formation of BHR. Pursuant to the BHR Agreement, BHR >V"ill own, develop and
operate all common l~nd-basQd 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 developrnent and the
operating expenses of BHR.
TRADEMARK/LICENSING
license the 'rru.'Tlp Narr.es in connection with services and ptoducts other than
casino services and products.
The license is for a term of the later of: (i) June 2015; (ii) such
titno as Trump and his affiliates no longer hold a 15% or greater voting interest
in THCR; or (iii) such time as Trump ceases to be employed or retained pursuant
to an employn'lent, management, consulting or similar services agreement with
THCR. Upon expiration of the terr:i of the license, Trump will grant THCR a
non-exclusive license for a reasonable period of transition on ter~s to be
mutually agreed upon between Trump and THCR. Trump's obligations under the
License Agreement are secured by a security agreement, pursuant to which Trump
granted THCR a first priority security interest in the Marks for use in
connection v. ith casino services, as t'fell as related hotel, bar and restaurant
1
services.
1.,
The Senior Notes mature on June 15, 2005. The Senior Notes are not
redeemable prior to June 15, 2000, except pursuant to a Required Regulatory
Redemption (as defined in the indenture pursuant to which the Senior Notes were
icsued (the "Senior Note Indenture~)), Thereafter, the Senior Notes may be
redeemed at the option of the THCR Obligors, in whole or in part, at any time on
or after June 15, 2000 at the redemption prices set forth in the Senior Note
Indenture, together with accrued and unpaid interest to the date of redemption,
'l'hc obligations of the THCR obligors under the senior Note Indenture
are secured by (1) an assignment and pledge to the Trustee under the Senior Note
Indenture {the "Senior !'rote Trustt>e") of (a) 100% of the general partnership
interests in Plaza Associates, (b) 100% of the capital stock of Plaza Funding,
(c) 100% o'.:' the general partnership interests in Taj Associates, (d) 100% of the
membership :interests in Trump Conununications, (e) 100% of the capital stock of
TACC, which owns a 1% general partnership interest in Plaza Associates, a 1%
general partnership interest in Taj Associates and a 1% membership interest in
Trump Communications, (f) 100% of the membership interests in TCS, which owns a
99% membership interest in Trump Communications, (g) 100% of the capital stock
of Trump AC Funding, (h) 100% of the general partnership interests in Trump AC,
which owns 1% of the capital stock of TACC, 99% of the membership interests of
TCS, a 99% general partnership interest in Taj Associates, a 99% general
partnership interest in Plaza Associates and 100% of the capital stock of Tr~1mp
AC Funding, (i) 100% of the capital stock of Trump AC Holding, a direct wholly
owned subsidiary of THCR Holdings which owns a 1% general partnership interest
in •rrump AC. {j) 100% of the capital stock: of Trump Indiana, (kl 100% of the
capital stock of THCR Funding, (ll 100% of the partnership interests in Castle
Associates, (m) 100% of the capital stock of TCHI, which owns a 1% general
partnership interest in Castle Associates, (n) other equity interests issued
from time to time by THCR Holdings or any of its Subsidiaries (as defined in the
Senior Note Indenture), (al the Cas~lc PIK Notes held by THCR P.oldings and (p)
promissory notes issued by THCR Holdi_:1gs or any of its subsidiaries, excluding
Uni;-estricted Subsidiaries (as det'ined in the Senior Note lndenture) , from time
to time directly owrted or acquired by THCR Holdings; and (2) certain proceeds
TAC III Notes. In December 1997, Trump AC and Funding III issued
$25,000,000 principal amount of the Mortgage Notes which mature on May 1. 2006
(the "TAC III Notes"), The TAC III Notes include restrictive covenants
prohibiting or limiting, among other things, the sale of assets, the making of
acquisitions and other investments, capital expenditures, the incurrence of
additional debt and liens and the payr11ent of dividends and distributions,
Non-compliance could result in the acceleration of such indebtedness.
18
Plaza Notes. The Plaza Notes were retired in connection with the 'l'aj
Acquisition. The Plaza Notes were issued by Plaza Funding, with Plaza Associates
providing a full and unconditional guaranty thereof. The Plaza Notes were
retired through repurchase and defeasance and Plaza Funding and Plaza Associates
were releo.1;H;;:d f.rom their obligations under all financial and negative CO\tenants
and certain other provisions contained in the ind~nture under which the Plaza
Notes were issued (the ''Plaza Note Indenture"), and the Plaza Note Security (as
defined in the Plaza Note Indenture) was released against the deposlt of cash or
U.S. government obligations in an amount sufficient to effect the redemption on
June 15, 199$ of all of the Plaza Notes so defeased, at a redemption price of
105~ of the principa.1 amount thereof, together with accrued and unpaid interest
to such date.
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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, semi- annually at the rate of 7% through September 30, 1994 and 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. The Castle PIK Notes may be redeemed at Castle Funding's
option at 100% of the principal amoi.1nt unde.r certain conditions, as described in
the indenture governing the Castle PIK Notes, and are required to be redeemed
from a specified percentage of any equity offering which includes Castle
Associates. Interest has been ace.rued using the effective interest method. On
May 15, 199B and November 15, 1998, the semi-annual interest payments of $5.6
million and $6.0 million, respectively, were paid by the issuance of additional
Castle PIK Notes.
On April 17, 1998, Castle Funding refinanced the Castle Term Loan and
the Old Castle Senior Notes by issuing the New Castle Senior Notes. The proceeds
from the issuance of the New Castle Senior Notes were used to redeem all of the
issued and outstanding Old Castle Senior Notes at 100% of their principal amount
and to repay the Castle Term Loan in full. In conjunction with this refinancing,
TCHI obtained the \-,forking Capital Loan. Both the Ne\" Castle Senior Notes and the
Working capital Loan are guaranteed by Castle Associates. The New 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
New Castle Sen:,or Notes mature on April 30, 2003. The Working Capital r,oan has
an outstanding principal amount of $5,000,000 and bears interest at the rate of
10 1/4% per ann:nn, payable semi-annually each April and October. The entire
principal balance of the Working Capital Loan matures on April 30, 2003.
19
7he terms of the working Capital LJoan, the Castle Mortgage Notes, the
Castle PIK ~otes and the New Castle Senior Notes include limitations on the
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The Atlantic City Market has demonstrated continued growth despite the
recent proliferation of new gaming venues across the country. The 12 casino
hotels in Atlant ~.c City generated approxirnatf.ily $4. 05 billion in gaming revani.1cs
in 1998, an approxirr.ately 3. 3% increase over 1997 gaming revenues of
approximately $3.91 billion. From 1992 to 1998, tot.al genning revenues in
Atlantic City have increased approximately 25.8%, while hotel rooms increased by
34. 0% during that period. Although total \•isitor volume to Atlantic City
remained relatively constant in 1998, the volume of bus customers increased to
9.9 million in 1998, still representing a decline fro1n 11.7 million in 1991. The
volume of customers traveling Lo ALlanLic ClLy has gro\~TI irom 20.4 million in
1992 to 24.4 million in 1998.
Casino revenue growth in Atlantic City has lagged behind that of other
tradition~l gf,l.ffiing markets, principally Las Vegas, for the last five years.
Management believes that this relatively slower growth is primarily attributable
to two key factors, First, there were no significant additions to hotel capacity
in Atlantic city until 1996. Las Vegas visitor volumes have increased, in part,
due to the continued addition of new hotel capacity. Both markets have eYhibited
a strong correlation between hotel room inventory (lnd tot:(ll casino revenues.
Secondly, the regulatory environment and infrast:ructure problems in Atlantic
City have made it more diffic\llt and costly to operate, Total regulatory cos~s
and tax levies in New Jersey have exceeded those in Nevada since ince~tion, and
there is generally a higher level of regulatory 0•1ersight in New Jersey than in
Nevada. The infrastructure problems, manifested by impaired accesaibilicy of the
casinos, downtown Atlantic City congestion and the condition of the areas
su~rounding the casinos have made Atlantic City less attractive to the gaming
customer.
The regulatory environmer:t in J.l.tlantic City bas improved over the past
several years. Most significantly, 24-hour guming has been approved, poker and
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keno have been added and regulatory burdens have been reduced. In particular,
comprehensive amendments to New Jersey gaming laws were made in January 1995,
which have eliminated duplicative regulatory oversight and channeled a certain
portion of operator's funds through 2003 from regulatO:!'."Y support into uses of
the CRDA. Administrative costs of !'.'egulation •Nill be reduced while increasing
funds will be available for new development in Atla~tic City, In addition. in
1994, legislation was enacted which eliminated the requirement that a casino
consist of a "single room" in a casino hotel. A casino may now consist of "one
or more locations or rooms'' approved by the CCC for casino gaming.
20
COMPETITION
21
Total Atlantic City gaming revenues have increa$ed over the past five
years, although at varying rates. In 1993, nine casinos experienced increased
gaming revenues compared to 1992 (including the Taj Mahal), while three casinos
(including Trump Plaza) experienced decreased revenues. In 1994, ten casinos
experienced increased gaming revenues compared to 1993 (including tho Taj
Mahal), while two casinos (including Trump Plaza) experienced decreased
revenues. During 1995, all 12 casinos experienced increased gaming revenues
compared to 1994. During 1996, Sl.X cas1nos (including Trurnp Plaza and the Taj
Mahall experienced increased gaming revenues compared to 1995, while six casinos
experienced decreased revenues. In 1997, eight casinos (including Trump Plaza,
Trurnp Marina and the Taj Mahal) experienced increased gami,ng revenues comp.axed
to 1996, while four casinos experienced decreased revenues. In 1998, seven
casinos experienced increased gaming revenues compared to 1~97 (including Trump
Plaza), while five casinos experienced decreased revenues (lncluding the Taj
Mahal and TYump Marina).
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devoted to poker, keno and race simulcasting). The 1994 decline was due, in
part, to the increase in cas.ino floor space in Atlantic City as a result of
expansion of a number of casinos and to the severe weather conditions which
affected the Northeast during the winter of 1994. Between April 30, 1993 and
December 31, 1995, many operators in Atlantic City expanded their facilitie.s in
anticipation of and in connection with the June 1993 legalization of
simulcasting and poker, increasing total gaming square footage by approximately
181,200 square feet (23.3%) of \olhich approximately 136,200 square feet is
currently devoted to poker, keno and race simulcasting. D~ring this same period,
172 poker tables and 5,500 slot mac~ines were added, During 1996, a total of
approximately 65,870 square feet of casino floor space was added, an increase of
47.2%, including Trump World's Fair's 49,211 square feet. Slot machines
increased by approximately 1,911 units during 1996 and table games increased by
approximate.ly 44 units during 1996, of which Trump Vlorld's Fair accounted fo;r
1,518 units and 16 units, respectively. During 1997, a total of approximately
51,870 square feet of casino floor space was added. Slot machines increased by
approxinately 2.153 1.1ni.ts and tabJe games increased by approximately 82 units
during 1997. 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 ga1nes decreased by approximately 71 units during 19.98.
22
slot machines allowed at the three racetracks. At the end of 1998, there was a
total of approximately 3,000 slot m~chines installed and the additional approved
machines have become operational during the first quarter of 1999. West Virginia
also permits slot machines at racetracks, and t=ack owners in several other
states, i11cluding Maryland and Pennsylvania, are seeking to do the same. In
December 1996, the temporary Casino Niagara opened in Niagara Falls, Ontario.
Ontario officials expect that two-thirds of Casino Niagara's patrons will come
from the United States, predom.i.nf.intly f:rom western New York. 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 Atlantic City Properties may also face competition from
various forms of internet gambling.
23
The Oneida Nation opened a hotel in October 1997 that inclu~ed expanded gaming
facilities, and has constructed a golf course and convention center.
Representa~ives of the St. Regis Mohawk Nation signed a gaming compact with New
York State officials for the opening of a casino, without slot machines, in the
northern portion of the state c1ose to the Canadian border, The St. Regis
Mohawks ha'Je also announced their intent to open a casino at the Monticello Race
Track 1n the Catskill Mountains region of New York; however. any Native American
gaming operation in the Catskills is subject to the approval of the Governor of
New York. The Seneca Nation plans to negotiate with New York State to open a
casino in Western New York; however, the proposed casino would be subject to the
purchase of additional property that is declared reservation territory by the
federal government. The Narragansett Nation o= Rb.ode Island, which has federal
recognition, is seeking to open a casino in Rhode Island. The Aquinnah Wampanoag
Tribe is seeking to open a casino in Massachusetts. Other N:itive American
nations are seeking federal recognition, land and negotiation of gaming compacts
in New York, Pennsylvania, Connecticut and other states near Atlantic City.
24
tirne to l:irne been introduced in the New Jersey St.ate Legislature relating to
types of statewide legalized gaming, such as video games with small wagers. To
date, no such legislation, which may require a state constitutional amendment.
has been enacted. Management is unable to predict whet.her any such legislation,
in New Jersey, Indiana, Illinois or elsewhere, will be enacted or whether, if
passed, it would have a material adverse irnpact on THCR.
25
through May 1999. rn June 1996, the CCC granted TCS a casino ltcense through
July 1997, which license has been renewed annually through July 1999. Timely
applications have been filed for renewal of the Plaza Assoc~ates, TaJ
Associates, Castle Associates and TCS casino licenses, and a petition has been
filed with the CCC seeking consolidation of the l:tear.Lngs on the casino license
renewals. It is anticipated that the CCC will act favorably on the petitiQn
seeking consolidation of the license renewal hearings, and extend the casino
licenses allowing for a consolidated hearing on the license renet~als to be
conducted ln Juno 1999.
Each casino license entitles the hold~r to operate one casino. Further,
no person may be the holder of a casino license if the holding of such license
will result in undue economic concentration in Atlantic City casino operations
by that person. On May 17, 1995, the CCC adopted a regulation defining the
criteria for determining undue economic concentration which codifies the content
of existing CCC precedent with respeC"t to the sl..i.bjec-t. In April 1995, Plaza
Associates petitioned the CCC for certain approvals. In its May 18. 1995
declaratory rulings with respect to such petition, the CCC, among other things,
{i) determined that Trump World's Fair is an approved hotel permitted to contain
a maximum of 60,000 square-feet of casino space, that the 40,000 square-feet of
casino space therein is a "single room" and that its operation by Plaza
Associates would not result in undue economic concentration in Atlantic City
casino operations; (1i) approved the operation of Trump World's Fair by Plaza
Associates under a separate casino license subject to an application for and the
issuance of such license and approved the proposed easement agreements with
respect to the proposed enclosed Atlantic City Convention Center walkway; (iii)
approved in concept the proposed physical connection and integrated operation by
Plaza Associates of Truinp Plaza's nain tower., Trump Pl<O\za E<ist and Trump World's
Fair; and (iv) determined that the approved hotel comprised of the main tower
and Trump Plaza East is permitted to contain a maximum ot 100,000 square feet of
casino space. In addition, on December 13, 1995, Plaza Associates received CCC
authorization for 49,340 square-feet of casino space at Trump World's Fair.
Plaza Associates' casino license with respect to Trump world's Fair has a
renewable term of one year for each of its first three years and thereafter is
renewable for periods of up to four years. Subsequently, in December 1996, the
CCC approved Plaza Associates' license to operate Trump Plaza and Trump World's
Fair under one casino license through May 1999.
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outstanding debt of the company, (y) the securities are equity securities and
represent less than 10% o:E the equity securities of a casino licensee's holding
or intermediary companies or (zJ 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,
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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 investmc~t intent, or if the CCC finds reasonable cause to believe
that it may be found unqualified, the Institutional Investor may ta~e 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."
Under· the ter·ms of the indentures pursuant to v.•hich the Senior Notes,
the TAC I Notes (the "TAC I Note Indenture"), the TAC II Notes (the "Tl\C II Note
Indenture~), the TAC III 1'1otes (the "TAC II! Note Indenture"), the New Castle
Senior Notes, the Cas~le Mortgage Notes, and the Castle PIK Notes were issued,
and the terms or the Working Capital Loan, if a holder of such securities 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'::i Certificate of Incorporation '11.'ith respect to the THCR Common Stock.
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The CCC may grant interim casino authorization where it finds by clear
and convincing evidence that: ( i) statements of co111pliancs have been issued
pursuant to the Casino Control Act; (ii) the casino hotel is an approved hotel
in accordance with the Casino Control Act; (iiil 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 ia authorized, to sell,
assign, convey or otherwise dispose of the property subject to the trust to such
pers.ons who are licensed or qualified or shall therr.selves obtain interi:n casino
authorization.
distributed to the unqualified holder may not exceed the lower of their actual
cost to the unqi.;alified holder or their value calculated as if the invest;nent
had been made on the date the trust became operative.
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
beconte 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
29
such persons do not have the ability to exercise significant control over the
building or the operation of the casino therein.
Agreement for Management of Casino. Ea<::h party t,o an agreement for the
management of a casino is required to hold a casino license, and the party '"1ho
is to manage the casino 1nust own at least 10% of all the outstanding equity
securiti~s 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 and independence and rnanagement. of t;be
casino.
License Fees, The CCC is i;i.UChorized 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, und rnay not be less than $200,000 for a four-year casino license.
Additionally. casino licensees are subject to potential ass~ssments to fund any
annual ope'.:"ating deficits incurred by the CCC or the Divisi::in. There is also an
annual license fee of $500 for each slot machine maintained for use or in use in
a:1y casino.
million, $41.7 million and $41.1 million, respectively, and its license,
investigation and other fees and assessments totaled approximately $5.0 million,
$3.9 million and $4.4 million, respectively. For the years ended December 31,
1996, 1997 and 1998, Castle Associates' gross revenue tax was approximately
$19.9 million, $21.1 million and $21.1 million, respectively, and its license,
investigation and other fees and assessments totaled approximately $4.0 million,
$3.5 million and $3.7 million, respectively.
For the first ten 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 pr.ice 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 {iii 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%
of its eligible tax credit in any one year .
.F'rom the monies made available to the CRDA, the CRDA is required to set
aside $175 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% of the
cost to casino
30
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Atlantic City F'und, 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 ce~tain 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.
Gaming Credit. The casino games at the 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 I·ecording counter checks which have been exchanged, redeemed
or consolidated.
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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.
unless the transfer complies with applicable rules, and no riverboat gaming
operation ~ay operate unless the appropriate licenses and approvals are obt~ined
from the IGC. Under current Indiana law, a maximum of 11 riverboat owner's
licenses may be in effect at any time. No person or entity may simultaneously
O\lm an inc:erest in more than two riverboat owner's licenses. A person or entity
may simultaneously own up to 100% in one riverboat owner's license and no more
than 10% in a second riverboat owner's license.
32
Control Persons and Operational Matters. The IGC has implemented strict
recrulations 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 ~o va~ying degrees of background
investigations. Likewise, comprehensive s~curity measures, including video
surveillance by both random and fixed cameras. are required in the casino and
:mor1ey counting areas. Additionally, the IGC has delinea~,ed proced',1res for the
recorlciliation of the daily revenues a:id tax remittance to the state as further
detailed below·.
33
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%
or more of any class of voting securities of a publicly-traded corporation that
owns a riverboat o~ner's license or 5% or more of the beneficial interest in a
riverboat licensee through any class of the voting securities of an~' holding or
intermediary co~pany of a ~iverboat licensee shall notify the IGC within 10 days
after the institutional investor acquire's the securities and shall provide
additional information and may be subject to a finding of suitability as
required by the IGC.
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rGC Action. All licensees subject to the jurisdiction of the IGC have a
continuing duty to :naintain 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
garning lav:s 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.
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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 ~aintain detailed records (including the names, addresses, social security
numbers and other inforl'J\.ation with respect to its gaming customers) dealing
with, among other ite:r.s, the deposit and withdra1.<1al of funds and the maintenance
of a line of credit.
In the past, the Service had taken the position that gaming winnings
from table games by nonresident aliens were subject to a Joi 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
35
In addition, ~he Federal Merchant Marine ~ct cf 1936 and the Federal
ITE:M 2. PR:)PERTJES.
THCR
'I'HCR has entered into a ten year lease with The Trump-Equitable Fifth
Avenue Company, a corporation wholly owned by Trump (the "Trump-Equitable
Companynl, dated as of July 1, 1995, for the lease of office space in The Trump
Tower in New York City, which THCR may use for its general, executive and
administrative offices. The fixed rent is $115,500 per year, paid in equal
monthly installments, for the period from ,July 1. 1995 to ,Tune 30, 2000 and will
be $129,:1.~iO per year, paid in equal monthly installments, for the period from
July l, 2000 to June 30, 2005. In addition. THCR will pay as additional rent,
among other things, a portion of the property taxes due each year. THCR has the
option to terminate this lease upon ninety days' written notice and payment of
$32,312.50.
TRTJMP PLAZA
Plaza Associates owns and leases several parcels of land in and around
Atlantic City, New Jersey, each of t.;hich is used in connection with the
operatinn ~f 'I'rump Plaza and each of which is subject to the liens of the
mortgages ~ssociated with the TAC I Notes, the TAC II Notes and the TAC III
Note::;; {collectively, the "Plaza Mortgages") and certain other liens.
36
'l'he Plaza casino Parcel consists of four tracts of land, three of which
are currently ov.nted by Plaza Associates and one of which is leased by Plaza
Hotel 1".:anagement Company ( "PHMC") to Plaza P.ssociates pursuant to a
non-renewable ground lease, which expl1:es on Dece1nber 31, 2078 (the "?HMC
Lease" ) . T:1e land ·which is subject to the PHMC Lease is rcforrod to as the
"Plaza LeaB-ehold T:r:o.ct." Seasho.i:a:: Four Associate::::: ("Seashore Four") and Trump
Seashore A:;sociates (nTrump Seashore") had leased to Plaza Associates two of the
tracts which are now owned by Pla7a Associates. Trump Seashore and Seashore Four
are 100% beneficially owned by Trump and are, therefore, affiliates of THCR.
Pla:za Associates purchased the tract. f::om Seashore Four in January 1997 and the
tract from Trump seashore in Septer:iber 1996 for $10.l million and $14.5 million,
respectively.
Tilt::: PHMC Lea8e iK iii "net lease" p'Jrt:Juant to which Plaza Associates, in
addition to the payment of fixed rent, is responsible for all costs and expenses
with resp~ct to the use, operation and owner~hip of the Plaza Lcasc~old Tract
and the improvements now, or which day in the future be. located thereon,
inclu<iing, but not limit.ed to, all macintenance and repair cc-sts, insurance
premitullS, ;:eul 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), o\>r.'l.ership of such improvements w.tll vest in PHMC. The PHMC
Lease also contains an option pursuant to which Pla:::.a Associates may purchase
the Plaza Leasehold Tract at certain times during the term ::if such PHMC Lease
i.inder certain c.i.rcumstances.
37
M1_ssissippi Avenue, Atlantic Avenue- and Missouri Avenue. Plaza Associates has
constructed tbe Transportat::ion FaciliLy on the Plaza Ga!'age Parcel. An e:-iclosed
pedestrian ;,.;alkw-ay from the parking- garage accesses Trump Plaza at th~ casino
level, Parking at the parking garage is available to Trump Plaza's guests, as
Plaza Associates has fi:ianced 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 curren';:ly owns the parcels of land ·,.;hich are used in
connect.ion with the operation of the Taj Mahal. Each of these parcels is
encumbered by the mortgages securing ~he TAC I Notes, the TAC II Notes and the
TAC III Notes.
The Casino Parcel. r·he land comprising the Taj Mahal site consists of
approximately 30 acres, bounded by The Boardwalk to the south, vacated former
States Avenue to the 0ast, Pennsylvania Avenue to the west and Pacif.ic Avenue to
the north. The Taj Mahal was opened to the public on April 2, 1990.
38
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 co~pletion dates of the improvements of the Steel Pier based upon the same
interim use of the Steel Pier as an amusement park pur$uant toe sublease ("Pier
S9bleage") with an amusement park operator. The Pier Sublease terminates on
December 31, 1999 unless extended.
Parking. The Taj Mahal provides parking for approximately 6,950 cars of
whlch 6,725 spaces are located in indoor parking garages and 225 surface spaces
are located on land purchased from Realty Corp. in connection with the Taj
Acquisition, In addition, Taj Associates entered into a lease agreement with
South Jersey Transportation Authority for employee parking facilities.
All Star Cafe, rnc, ("All Star") has entered into a twenty-year lease
(the "All Star Ca~e 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 Le:ase is
$1.0 million per year, paid in equal monthly installments. In addition, AJl Star
will pay percentage rent in an amount equal to the difference, if any, between
(i) 8% of All Star's gross sales made during each calendar month during the
first lease year, 9% of All Star's gross sales made during each calendar month
during the second lease year and 10% of All Star's gross sales made during each
calendar month during the third through the twentieth lease years, and (ii)
one-twelfth of. the annual basic rent. The All Star Cafe opE:lned in March 1997.
Stage Deli of Atlantic City, Inc. ("Stage Deli") has entered into a
ten-year and five-month lease commencing July 7, 1997 (the ustage 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 T,ease
was amended to eliminate the basic rent provisions and provide for monthly
percentage rents of 8% or 10% of gross monthly sales based on actual average
sales volumes as defined in the Stage Deli Lease.
Time warner has entered into a ten··year lease (the "Time Warner Taj
Lease") with Taj Associates for the lease of space at the Taj Mahal f.or a Warner
Brothers Studio Store. Time Warner has an option to rene·..i the 'l'ill'.e Warner Taj
Lease for two additional five-year terms. Time Warner pays percentage rent
monthly in an amount equal to (il 7.5% of gross annual sales up to $5.0 rnillion
and (ii) 10~ sales of gross annual sales in excess of $5.0
39
million. No minimum or "base" rent is payable under the Time Warner Taj Lease,
The terms of the lease give 'l'ime Warner the right to terminate the lease if (i)
gross annual sales are 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 (iil the Taj Mahal ceases to operate as a first class hotel.
'l'he Wt;l.rner Brothers Studio Store opened in May 1997.
TRUMP MARINA
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1996, 1997 and 1998, respectively, The facility also offers eight restaurants, a
540-seat cabaret theater, two cocktail lounges, 58,000 square-feet of
convention, ballroom and meeting space, a swimming pool, termis courts and a
sports and health club facility. •r\rurr.p Marina has been designed so that it can
be enlarged in phases into a facility containing 2,000 rooms and a 1,600-seat
cabaret theater. trump Marina also bas a nine-story garage providing on-site
parking for approximately 3,000 vehicles and a helipad which is located atop the
parking garage, making Trump Marina the only Atlantic Ci.ty casino with access by
land, sea and air.
40
The Parking Parcel. Castle Associates also at.ms an employee parking lot
located on Route 30, approximately ";:WO miles from ?rump Marina, which can
accommodate approximately 1,000 cars.
INDIANA RIVERBOAT
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Indiana legal counsel, had discussions with eight Indiana residents regarding
(1) the potential purchase by such .cesidents of r1onvoting stock
41
The plaintiffs claim that the directors of 'l'HCR breached their fiduciary duties
in connection with its acquis.:i.tion of Castle Associo.tes (the "Castlc
Acquisition") by purchasing these interests at an excessive price in a
self-dealing transaction. The co1nplaint sought to enjoin the transaction, and
also sought damages and an accounting. The injunction was never pursued. These
plaintiffs so:r:vcd a notice of dismissal in the Delaware cases on December 29,
1997. The Court of Chancery has not yet ordered the Delaware cases dismissed.
The Delaware cases were amended and refiled in the Southern District of
New York and consolidated with the federal action for all purposes, including
pr€trial proceedings and trial. On or about January 17, 1997, the
42
Other Li:::igation. On March 13, 1997, THCR tiled a 1awsuit in the United
States District Court, District of Nev.: Jersey, against Mirage, the State of New
Jersey ("State"), the New Jersey Deparcnent of 'l'ransportation (''NJDOT"), the
South ,Tersey TransporLat~.ion Authority ( "SJTA"), the CRDA, the New Jersey
Transportation Trust Fund Authority and othc~s. THCR was seeking declaratory and
injunctive relief to recognize and :r:irevent violations by t:r.e defendants of the
casino clause of the New Jersey State Constitution and various federal
securities and env.ironmental laws relating to proposed infrastructure
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improvements in the Atlantic City marina area. While this action was pending,
defendants State and CRDA then filed an action in the New Je:r:"sey State Court
seeking a declaratory judgment as to the claim relating to the casino clause of
the New Jersey State Constitution. On May l, 199'7, the United States District
Court dismissed the federal claims and ruled that the State constitutional
claims should be pursued in State Court. On April 2, 1998, the United States
Court of Appeals tor the Third Circuit affirmed the dismissal and THCR's
petition to the Thi.rd Circuit for a rehearing was denied. On May 14, 1997 the
State Court granted judgment in favor of the State and CRDA. On March 20, 1998,
the Appellate Division affirmed. THCR intends to seek review in the State
Supreme Court, which heard argument on January 21, 1999.
On June 26, 1997, THCR filed an action against NJDOT, SJTA, Mirage and
others, in the Superior Court of New Jersey, Chancery Division, Atlantic County
(the •chancery Division Action"). THCR is see~ing to declare unlawful and enjoin
certain actions and omissions of the defendants a~ising out of and relating to a
certain Road Development Agreement dated as of Janua~y 10, 1997, by and among
NJDOT, SJTA and Mi.r-3.ge (the "Road Development Agreement") and the public funding
of a certain road and tunnel project to be constructed in Atlantic City, as
further described in the Road Development Agreement. THCR moved to consolidate
this action with other previously filed related actions. Defendants opposed
THCR's motion to consolidate the Chancery Division Action, initially moved to
dismiss this action on procedural grounds and subsequently rnoved to dismiss this
action on substantive grounds. on October 20, 1997, the Chance:tY Court denied
the defendants' motion to dismiss this action on procedural grounds, but entered
summary judgment dismissing this action on substantive grounds. This decision is
currently being appealed.
43
Amcr.g other things, Mirage contends that the defendants filed several
frivolous lawsuits and funded others that challenge the p~oposed state funding
mechani:::;m::; for the const..ruct.i.on o.C a pr-oposed r-oadl';ay and tunnel that 'i•lould be
paid for chiefly through government funds and which would link the Atlantic City
Expressway with the site of Mi1'age's p~oposed new· casino resort. On November 10,
1997, ~HCR and Trump moved to disniss the complaint. On December 18, 1998 the
Court denied t:'le motion to dismiss brought by Tr·..1mp ar.d THCR.
PART II
THCR. The THCR Co::nmon Stock is listed on the New York Stock Exchange
("NYSE") under the symbol "DJT. • The initial public of':::ering price of the THCR
Common Stock was $14.00 per share on June 7, 1995. The following table reflects
the high and low sales prices of the 'l'HCR Common Stock as reported by the tv'YSE.
HIGH LOV/
1996
1997
1998
44
THCR has never paid a dividend on the THCR 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 partnership agreement governing THCR Holdings) and THCR otherwise
has no current intention of paying dividends to the holders of THCR Common
Stock. In addition, the TAC T Note Indenture, the TAC II Note Indenture, the TAC
III Note Indenture, the Senior Nate Indenture, the indenture governing the
Castle PIK Notes, the indenture governing the Castle Mortgaae Notes and the
indenture governing the Working Capital Loan c:ontain certain covenants,
including, without limitation, covenants with respect to li:nitations on the
p~yment of dividends, which limit~tions would limit THCR's ability to obtain
funds from THCR Holdings 'IJit:h which to pay dividends. Pursuant to these
indentures, there are restrictions on the payment of dividends unless, among
other things, (il no default or event of default has occurred and is continuing
under the indenture, (ii) certain entities:. meet certain consolidated financial
ratios and (iiil the total amount of the dividends does not exceed certain
amounts specified in the indentures.
T!!CR Funding. TllCR Holdings owns 100% of the outstanding shv.res of THCR
Funding's common stock. There is no estab:ishcd trading market for THCR
F·.<nding's common stock. The Senior Note Indenture restricts the ability of 'T'HCR
Funding to declare or pay dividends.
45
1'llQM l:~&:PTIQlf
JOllll ll, 1995
'lUlll FROM TlllWOOB
1'1llllW JANUAll'X l, l,95• tll\'Cl:!WWft 31, ~"
:t>SX:EIGEI\ ll, 1'1lll0t10H ' 199~ ~CDIBl!!lt ll,
1~94 ~ 12, 1~n~ • (lft}'l1i; 1i 1998
l)o""""i•~i<>n •n<l """'rti~•ti<on 15.653 G, '~' ~' ~lj 6~,0l~ a~.094 n~.~~3
P1no•opllnio11
POV•l-'1t COltl
ll,aJ9
t,6C7 "'
----------- -----------
2~1,,,8 116,0JO 872,ll& l,15,,11i 1,l,$,64S
----------- ----------- -----------
lnc"""' fr<11111 oi;>nr~~iono , •.• , , , . •l.415 21, 818 9•,619 143,~~o 1$4' ,73
°"""~ "'"'~Oll .. ~Btlo11 ~ti><J.>UDMO) iuotouO(O) (,,9jl\ (l,649J t•,tG!l ~l,028) \l, ~9J)
L<)tll ht :loi11t v0ntuto \925) 13,418) (~, 969}
1><r.,11.ol<diD.Ary (lo,sl 1111.inO>l (9, l50l {~0,7J~)
( .l~)
(65,677)
~··········
(!.~7)
......................
(~2.128)
!LBS)
(l~,718)
(l. 7t)
""""""""""" ·~···••<>••~ ----------
l0,081,llZ ~:.194,~21 21.~G),61?
·~•ccn~c=c= c========== ccccccccccc
'l'atal..,.5lltol .•..••.••.•.• l7~,U.3 3,4, OBS 584, 5,5 2, 4SS, '43 2,t73,~0~ 2,,29,578
'l'Ot11<l l~nq-tflni ~ool>t, 11.llt of eu.t:.t:llllt •• t03,214 111,142 494,,,1 1. 113. ·~$ l,Sl?,S6~ l.$16,4~2
!Mt'llritiBB
1dno:<it)' bi.tll:r9$t ......... . l72,60t 148,tlB 125. 5t0
T<>tal e:&pit~l ('1.lfie1tl , ••• , ••.•••.•. n•,stll ~~.5,1 3~~.G'S 3~8.$8$ ~d6, 9Q8
Note 1: THCR was incorporated on March 28, 1995 and conducted no operations
until the June 1995 Stock Offering and contributed the proceeds
therefrom to THCR Holdings in exchange for an approximately 60% general
partr.ership interest in THCR Hold.ings. At the consummation of the June
1995 Stock
46
Note 2: On April 17, 1996, a subsidiary of THCR was merged with and into
THCR Holding Corp. which represented 50% of the economic interest in
Taj Associates. Trump held the remaining 50i interest in 'l'aj Associates
and contributed such interest in Taj Associates to Trump AC in exchange
for limited partnership interests in THCR Holdings. All of the
outstanding shaJ:"es of THCR Holding CoJ:"p, Class C Comn1on Stock held by
Trwnp were canceled and all of the outstanding shares of THCR Holding
Corp. Class B Common Stock were redeemed in connection with the Taj
Acquisition, In connection with the Taj Acquisition, Taj Associates
became a wholly-ovmed subsidiary of Trllr.lp AC. On October 7, 1996, THCR
Holdings acquired from Trump all of the outstanding equity of Castle
Assoclates. Therefore, the financial data as of December 31, 1996 and
for the year ended December 31, 1996 reflect the operations of THCR and
Plaza Associates for the full year, Taj Associates for the period fro;r.
Apri1 17, 1996 to December 31, 1996, Castle Associ~tes from October 7,
1996 to December 31, 1996, and Trump Indiana for the period June 8,
1996 (the opening date of the Indiana Ri·..rerboatl to December 31, 1996.
(a) Other non-operating expense for the year ended December 31,
1994, for the period January 1, 1995 through June 12, 1995 and
for the period Ju.~e 12, 1995 through December 31, 1995
includes $4.9 million and $2.1 million, ~espectively. of real
estate taxes and leasing costs associated with Trump Plaza
East. Other non-operating (income) expense for the year ended
December 31, 1995 also includes $2.0 million in costs
assoclat.ed with Trump llJorl<l' s Fair. Other non-operating income
for the year ended December 31, 1996 includes $1.0 million of
costs associated with cer~ain litigation.
(c) Basic loss per share has been calculated for all periods
presented in accordance with Statement of Financial Acc:ounting
Standards Board No. 128 "Earnings per Share." Earnings per
share is based upo~ average shares outstanding, shares and
phanto::n stock units awarded to the Chief Executive officer of
THCR under the 1995 Stock Plan (as defined) and common stock
equivalents, if dilutive, rep:resents net income (loss) divided
by such amounts. The shares of THCR Class B Common Stock o"'Tied
by Tru.1-np have no economic interest and. therefore, are not
considered.
47
The Senior Note lndenture rest!'."icts the ability of 'I'HCR Holdings and
its subsidiaries to make distributions to partners or pay dividends, as the case
may be, unless certain financi1:1l z;-atios are achieved. Further, given the rapidly
changing competitive environment, THCR's future operating results are highly
conditional and could fluctuate significantly.
Capital expenditures for T~wnp AC were $54.8 milli3n and $20.9 million
for the years ended Decer:fuer 31, 1997 and 1998, respectively. Capital
expenditures for improvements to 'l'rump Pla7a's exist..ing facilities were $13.3
million and $12.0 million for ~he years ended December 31, 1997 and 1998,
respecL.i.vely. In addition, in 1997, Plaza Associ;.::ites exerci3ed its option to
Castle Associates' capital expenditures for 1997 and 1998 were $1.8
million and $2.8 million, respectively and principally consisted of hotel room
renovations, as well as ongoing casino floor improvements, parking garage
upgrades and Trump Marina leasehold improvements. In addition, during 1997,
Castle Associates completed a $4.2 million project to retheme the property with
a nautical ernphaois and rename it Trump Marina.
On April 17 1 1998 Castle Funding refina~ced its Old Castle Senior Notes
and its Tenn Loan by issuing the New Castle Senior Notes. The proceeds from the
issuance of the New Castle Senior Notes were used to redeem all of the issued
and outstanding Old Castle Senior Notes and 100% of their principal amount and
to repay the Term Loan in full. In conjunction with this refinancing, TCHI, a
New Jersey corporation and the general partner of Castle Associates, obtained a
Working Capital Loan. Both the New Castle Senior Notes and the Working Capital
Lo~n are guaranteed by Castle Associates.
48
semi-annually each April and October, The entire principal balance of the
working Capital Loan natures on April 30, 2003.
The ability of THCR to repay its long-term debt when due will depend on
the ability of Plaza Associates, Taj Associates, Castle Associates and Trump
Indiana to generate cash from operations sufficient for s\1ch purposes or on the
ability of THCR to refinance such indebtedness. Cash flow from operations may
not be sufficient to repay a substantial portion of the principal arr,ount of the
indebtedness upon maturity. The future operating performance and the ability to
refinance such indebtedness will be subject to the then prevailing economic
conditions, industry conditions and nwnerous other financial, business and other
factors, many of which are beyond the control of THCR. There can be no assurance
that the future operating performance of Plaza Associates, taj Associates,
Castle Associates or Trump Indiana will be sufficient to meet these repayment
obligations or that the general state of the economy, the status of the capital
~arket$ generally or the receptiveness of the capital markets to the gaming
industry will be conducive to refinancing or other attempts to raise capital,
During the quarter ended September 30, 1998, THCR Holdings advanc~d a
loan to 'l'rurnp in the amount of $11, 000, 000 and prepaid 1999 fees and expenses in
the amount of $1,$00,000 to Trump in accordance with the Executive Agreement.
such loan is secured by a pledge of certain receivables due to Trump, On October
19, 1998, THCR Holdings loaned Trurrp $13,500,000. Such loan was offset in its
entirety when Trump advanced $13,500,000 to THCR Enterprises, L.L.C. ("THCR
Enterprises n) , which then purcha:;;ed Tru.ntp' s indebted.."less to Donaldson Lufkin &
Jenrette Securities Corporation. In connection with such purchase, THCR
Enterprises wus assigned a pledge of Trump's and '!'Cl's equity interests in THCR
and THCR Holdings.
YEAR 2000
'I'HCR has assessed the i.'car 2000 issue and has begun implementing a plan
to insu.re its $ystems ar.e year 2000 compliant, Analysis has been made of THCR's
various customer support and internal administration system with appropriate
modifications having been made or underway. Testing the modifications is
expected to be completed during 1999, THCR is approximately 80% complete in its
modifications.
THCR believes that the issues for concern are predominantly softw·a.re
related versus hardware related. Further, THCR relies upon third party suppliers
for support of property, plant and equipment, such as comrr'.unications equipment,
elevators and fire safety systems. Contact has been made with all significant
system suppliers and THCR is at various stages of assessment, negotiation and
implementation. \r'Jhen necessary, contracts have been issued to update these
systems so as to insure year 2000 corr.pliance. The cost of addressing the year
2000 issue is not exp~cted to be m.9.te~ial as modifications are being made with
e:x:ist.ing syst.Rms personnel and no significant exriectati.ons for new hardware or.
software are expected. Any additional costs will be funded out of operations.
If THCR did not assess the year 2000 issue and provide for its
compliance, it would be forced to convert to manual cyr;;tems to carry on its
business. Since 'fHCP. expects to be fully yea:c 2000 compliant, Jt does not. feel
that a continge:-1cy plan is necessary at this time. However, TECR will
conlinually be assessing ~he siLua~~on and considering whether a contingency
plan is necessary as the millennium approaches.
49
1999 in accordance with Staff Accounting Bulletin 1-fo. 74 and, where applicable,
disclosures h~ve been provided in the financial statements. Additionally, THCR
has also reviewed the impact of accounting standa:r_-ds whic:h w~nL inLo ellect
during 1998 and, where applicable, THCR h1;1s provided the required disclosures.
SEASONALITY
The gaming industry in Atlantic City and Indiana is seasonal, with the
heaviest activity occurring during the period from May through September.
Consequently, 'I"HCR' s oper.;!ting re$Ults during the t1.;ro quarters ending in March
and December would not likely be as profitable as the two quarters ending in
June and Se:pterr-ber.
INFLATION
50
1,,. 1!96
,,_1996
,,_
1Jt6 1!!96 19~~
·~~ '~ ~
"~
,~.
---------- '"'
---------- -------------
(IN M!Lt.lQ)IS)
'"' -----------·
0.U>ft~ ll(W(>llUft
Le••: Prcmcticwil All""""c&
•••••• , • , , • , , , , , , • , 9t) .~
lll. 7 ,
•l.O
..
32.1
.
60.~
S4.8
·'
i,oeg.~
122.l
~61.0
......
'It• Qti'>nina •••••••••• ••• "'
1s.1 1s.~
ll.lt
<,l,.n.,rnl" "'1:mini•tr.,tiv<I •.• ,.,,,, •• ,,,,, a;.;
0
1(1, $
"'
"' ""
V<1pr11~l•tlnn ' AmnrtizAtim~ ~).
other. .. . . . . . . . . . . . . . . . . . . . . . . . . . . 2e ·'
"'
to,, 51.2 912.4
llllt Ln"e., ••• ,.,, " , , , , , , " , , , . , , " . , ... ,, •••• (~$,1)
51
1Q~1
·~
A•$OC:t!\'1;'1!;~
~·········
1997
'M
Jt.8800tJt.TI:$
-----~M•••
n-~
1~~'
COJioSel~lPll'l'IW
~-·······~-~·
19~?
n
:tNCl%A.NI<
(!IJ Ml:Lt.tOHS]
l~~l
~
-·~ -1li,1
CQWIQf.olDATECI*
............
lt6'V.,nu•n:
n.Mno .. ·, · , " ..
Ocher. ... ' ' ' . ' ... '''. ·
$170. 7
lDB.O
$~18,,
123.2 ' 819. l
~31.2
$12~.7
,.. t241. 4
6i.i
$1,250.2
29~-~
Net Rllvenu..... .... ..... ... 41,,] 5~7. ~ ~&2.2 132.i. 26&.7 1,J99.i
costs ~ ~ .......... ,
... -· ...
aounina ... ...................... ... '
Oont1r11l •
h<!m.inint:<at1v9. , , , , , , , .
t>uP:<9~1ot1Qt> r. /lll><>>'ti~oti<>"
Oi.bor. " ........
.•. ······-······
................
'' 2ll.t
·~.2
2i.i
32.Q
321.6
$&.O
,1.
]] .
A
~
~5~.
1$$.1
56.0
&~. ~
5
...
i&.2
)1.S
'·'
170.~
6l.1
17,1
ii.~
e1o.'
i11.1
99 .1
e1.l
DloVBlOpmoD.t CDRt•.
•••
Tot1.i. CoJtn •"4 R><p............ ............ 310.i •ut. ~ ijS5. l 124.S 26).2 1,~S&.2
((B.6)
...
8! · '
(t4.7)
121.l
"'
(1,4.1\
'·'
tlO. &l
...
21.~
j4~.9l
1t1.2
(211.5)
'.;
Tl>tfll NOll•OJ:>$(f.ting ~"~'· (il.0) (91. 6) cu.1.2) (lV. 5 I u~.•l (l06 .01
.., ..
~··
~
in Joint V•nt:un•.
' (14.1)
•
0.5)
...
Mincriey
t.o!iB.,
Dl~8r8Bt.
52
11............. ,
CIWna
other ........
............ $374.5
101.5
$51•. 0
11~. 1
889. 5
~20. 7
,_,
~\ll.t $261. 6
&1.0
"'''""' llllV!lllU!I
IA••< l"rWl<>tl<mo.1 1'.11.,..un;:o " .. '.'" ".'. .. '
•1~.1
6).4
633.l
6~.7
l,109.2
1)0.1 ...
141 .4 3i~.$
38.1
~·
Revetw.e .. ..................... ... •12.7 566.' li7S.l. t•0.6 283 .~
...
C<>&t• ...,4 -11&88;
o...u.""
Oi;icn.l.ng
OGIMl,,l
•
11'11PJ.111at>'lltiv$
...........
128.8
7,.l
~16.1
8!i.2
s•s.2
lfi8.2
...
,,,7
33.B
lGij.5
G0.1
soi.•
•••
i74.4
s•.1
tlfl\\J'llOi&ti<m Ii llla4':rtiz•l:it>U
Othe' ..
~•.1
32.¢ ~~-·
33.B
~1.~
66.2 '·'
'.'
\~.6
1~.g 8~.g
..,
..........
•••
M~-oc":r•tiua IllO-
lllUl~ll&I' Olml"fl~<I ...... "'
,,7.1) "'
li,.l) (154..S) '·'
(~.Ol (5!.3) C221.1)
~·· '"
w•• ..........
00< ll.llf11r11 Min11riey .lll.tnr1111t
Jtln<:1rity Int.,rMt ... '''''' ... ' " " ' '·' $(1.l)
' (11.1) $(10. 2) ~(23.i)
22.9
53
T6J>l" 0 - Rlllv"»"~'·
1~~6
·~
MSOCtAT'l!:S
""""""""""
101.1
•M
'"
1~~6
AllOOtil\'l'IS
..........
1~1
rn-
l~t6
"
COll'llO!.!OATll:ll
............
'"
1gg6
rn-
nnllA»A
~~ .1
(o)
ig~&
rn-
~'~
1,,,
),,,~
CON!lOt.IllATl:l>
............
~0}. i
Ta:ble .,._ Prop., •.•. 6$6., ,,2.'9s 2 66' 0
l,~2,.t 12&.0 lOl. 2 l,Bli0.6
'111111• win P•n:•ntn11• •••.
NWW~r of T~bl• '"'""'~·
15.2'\ 11.2'1!i
m
l~.
,,, l'I 17.S'ri t•.4'\ l~.1"'
m
"' " "
1,~~7.7
1t97
'M
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,,_1~'' ,,_
1~~7 1,97
no•
"~
ASSOCIATES
.......... ..........
ASBOc:IATES """"'
CONSIJLIPATKil
............ '~-
_,~
COll'ilOLillATE:D
•~.a
1 2~~.l
~J3.l •' "u '' "" ' $ •1:l .•
$ 110.•
T•bl." G"""' D1t<>1l ••••••• , •.••
CD•~"'
x,..,. """"
P"io-,;- "'"l'""·
'l'•l>l• Win l'•~•ot•~· .............. .
$65•.t
$(32.5)
14.7%
$1, 279
$336 .fi
1s. ~"'
1,g33,5
$104.1
1, .$%
•• m
"'
18.l'\ ''
4'18. 5
3'1~.3
1~.)%
$ 2.~•5.2
$ 7$4.~
ts. 6"
%i>er (!'leer) ove" prior periDd ... . ro.s)pt11. (1-,l)pt'.A. (0.ll)pt8. O.Gpe~. o.9vta. (0.7h>ts.
m rn m
Nlullt!<l'r of 'l'l\blf! ll.,...., •.
Iner (llf!Gr) """'"' prie.T pe ..J.04 ••. (10) {12) (2))
'"" "• "'
Ull
•• •'
lllot R•v•nu•lf, ,, •, • • ~174. J z,1,4 571.7 91.l I 1~:.i.a $ s•~.o
:u1cr (V.Gr) ovor P"~o.Y pert'>(t.
Slot llnMlG· · · ·· · · · · · ·· · · · · · · · · · · ·
• "'
$l,l81.1 $3,583.1
91.~ l~O. 1
6,964.8 $1,351.1•
3~.7 141.5
$i.~~7.0
$ 211.0
$1~.5~~.~
xn.,;" (n.erl O'l'nr prior l"!riod.
Slot Win Parcant"-~·,,, .•••• , ...... • ~Ql,'
8.1%
$1,013.4
B.il%
l,a74,7
s.:.. • ,_,..
4JS.S $1.1~~-~
B.l"t
$ 3,,,s.i
B- C"
J:acr (Pllcr) c:rvor prio.- i;iv>0iod,,.,
Hllmb!lr of Hlot Ml.cbirmo •••••.•••••••
lnc:< !Pac.-J ""'~" pd.....- PB:<lod. • • • ...
(0.2)P~A·
t.oa1
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•• lJt
"'
fQ,J,.)ptB,
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m
0.4pt•.
l,tJO
(62)
O.?vt1,
l,l!I$
(1,1)
Q.QQt-1
,..
\1,3•7
~a~.1 m lGl.4
'·'
TG>t&l GIUldng R<1vBnv.<111 •• $)70 '1
J;p~i; (~ci;) <;>v~r pxio:r: p&ricd.
• '·" l.l~ .1 .t36. 9
" 210-~
54
·~
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~~----M•••
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ll.fHl()CJ.-.TR9
1110XP AC
CONOOLIDA'l'llD 'w~
=~
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'l'llhl"
'"'"" pd.ox: voxtod.,.,
D""'P···· .... ............. ~tl.C • c•.1l
$l.20d.~ it. 817 .•
(3.2)
·~2. 6
(~.o
l,~11.~
t=•
Slot li'i.u
(Dll~•) PY<ll< 11.rio.r 110.r.iod.
··~
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-.o.-oi ~1ot »oo~l>in<i•.
(Plier) <WUI:' pd,<:>r Dfl~it>(I ••
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•• l-41
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(D<><'r) <Wtx pxlot l)fli"iod •• "'
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'·' ,,.
'" ~ 0.1)
22.•
http:l/206.181.209.22/ga/edgar/EdgarHTMLFiling.asp 111281200 I
Edgar Online Filing Page 72 of 83
RESULTS OF OPERATIONS F'OR 'rHE ¥EARS ENDED DECEMBER 31, 1996 AND 1997
Gaming revenues are the primary source of THCR's revenues. The increase
in gaming revenues is primarily attributable to the acquisitions of Taj
Associates on April 17, 1996, Trump Marina on October 7, 1996 , and the opening
of the Indiana r<ivP.rboat on ;June 8, 1996.
Gaming costs and expenses were $810.3 million for the year ended
December 31, 1997, an increase of $271.9 million or 50.5% from $538,4 million
for the comparable period in 1996. This increase is proportionate to the
increase in gaming revenues from the comparable period in 1996.
General and adrni)1istrative expenses were $271.l million for the year
ended December 31 1 1997, an increase of $79.0 million or 41.1% from general and
administrative expenses of $192.1 million. The acquisition of Trump Marina on
October 7, 1996 accounted for $47.1 million of the increase and Trump Indiana,
which commenced operations on June 8, 1996, accounted for $15.$ million of the
increase.
0·1ring the second quarter of 1997, TB.CR revised its estimates of the
useful lives of buildings, building improvements, furniture and fixtures wh.1.ch
were acquired in 1996. Building and building improvements were reevaluated to
have a forty year life and furniture and fixtures were determined to have a
seven year life. During the third quarter of 1997, Trump Indiana revised its
estimates of the useful life Of the rivet;boat o.nd its improvements from fifteen
to thirty years. THCR believes these changes more appropriately reflect the
timing of the economi.c benefits to be received from these assets during their
estimated ·.iseful lives. For the years ended December 31, 1997, the net effect of
applying t:1.ese new lives was to decrease THCR Holdings' and THCR'$ net loss by
$10.5 million and $6.6 rr.illion, respectively, and decrease basic and diluted
loss per $:1are by $.29.
55
The extraordinary loss of $60.7 million for the year ended December 31,
1996 includes $59.l million for the redemption of the Plaza Notes and the
write-off of un<:tmortized deferred financing costs on April 1'7, 1.996, and $1.6
million relating to the loss on retirement of $10 ~\illion of Senior Notes nn
November 7, 1 996 by TECR Funding and T:ICR Ho 1.dir.gs,
RESULTS OF OPERATIONS F'OH Tl-JE: YEARS ENDED DECEMBER 31, 1997 A.ND 1998
Gaming revenues are the primary source of THCR' s rc\renues. 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 va:y significantly in the short terro, due to large 'Nagers by "high
rollers."
Gaming costs and expenses were $806.4 million for ths year ended
December 31, 1998, a decrease ot $3.9 million or .5 % frout $810.3 rnillion for
the comparable period in 1997. Decreases in marketing and promotional costs at
the Atlantic City casinos were partiall't· offset by increases at Trump Indiana.
G~neral and administrative expenses were $274.4 million for the year
ended December 31, 1998, an increase of $3.3 million or 1.2~ from general and
administrative expenses of $271.1 :million in 1997.
During the second quarter of 1997, Taj Associates, Plaza Associates and
Castle Associates revised thei~ estimates for the useful lives of buildings,
building improvements, furniture and fixtures which were acquired in 1996.
Building and building improvements were re-evaluated to have a forty year life
and furniture and fixtures were deterroineid to have a seven year life. During the
third quarter 1997, Trump Indiana revised its estimates of the useful life of
the riverboat and its imp.rovements fr.om fifteen to thirty years. THCR believes
these changes more appropriately reflect the timing of the economic benefits to
be received from these assets during their estimated useful lives. For the year
ended December 31, 1997, the net effect of applying these new lives was to
dec:rease THCR Holdings' and THCR's net loss by $10.5 millio:i. and $6.6 million,
respectively, and decrease basic and diluted loss per share by $.29. For the
year ended December 31, 1998, the net effect of applying these new lives was to
decrea!;le THCR Holdings' and THCR' s net loss by $13. 4 millio:1 and $8. 5 million,
respectively, and decrease basic and diluted loss per share by $.38.
MA:~KE r
1
ITEM 'JA. QUA.NTI'l'ATIVE A.ND QUALI'l'ATIVE DISCLOSURES A.800'1' RlSK.
56
http:/1206.181.209.22/ga/edgar/EdgarHTMLFiling.asp 11/28/2001
Edgar Online Filing Page 74 of 83
TBCR Holdings and THCR Funding will periodically review its compliance with this
disclosure requirement to >.:he extent applicable.
None.
57
PART III
MANAGEMENT OF THCR
Trump Plaza GP and the rnanagi~g general partner of Plaza Associates prior to
June 1993. Trump was Chairman of the Executive Committee and Presldent of Plaza
Associates from May 1986 to May 1992 and v.•as 8 general partner of Plaza
Associates until June 1993. Trump has been a director of Trwnp AC Holding since
February 1993 and was President of 'l'rurnp AC Holding from F'ebruary 1993 until
December 1997. Trump was a partner in Trump AC fror:i February 1993 until June
1995. Trump has been Chairman of the Board of Directors cf '!'rump AC Funding
since its formation in January 1996 and the Chairman of the Board of Directors
of Funding II und Funding III since their formation in November 1997. Trt1mp has
been Chairman of the Board of Directors of THCR Holding Corp. and THCR/LP since
October 1991; President and Treasurer of THCR Holding Corp. since March 4, 1991;
Chairman of tho Board of Directors, President and Treasurer of TCI since June
1988; Chairman of the Executive Committee of Taj Associates from June 1988 to
October 1991; and President and sole Director of Realty Corp. since May 1986.
Truntp has been the sole director of TACC since March 1991. Trump was President
and Treasurer of TACC from March 1991 until December 1997. Trump has been the
sole director of Trump Indiana since its formation. Trunip has been Chairman of
the Board of Partner Rep:resentatives of Cast)e Assoc.1ates, the partnership that
o.,.;ns 'T'r1mtp Marina., stnce May 1992; and was Chairman of the Executive Committee
of Castle Associates from June 1985 to May 1992. Tru.mp is the Chairman of the
Board of Directors of Castle Funding, and served as President and Treasurer of
castle Funding until April 1998. Trump is the Chairman of the Board and
Trea$urer of TCHI. Trump is the President, Treasurer, sole director and sole
shareholder of TCI-II. Trump has been a Director of 'I'HCR Enterprises since its
fo:rmation in January 1997. 'Trump is also the President of The Trump
Organization, which has been in the business, through its affiliates and
svbsidiaries, of acquiring, developing and managing real estate properties for
more than the past five years. Trump was a member of the Board of Directors of
Alexander's Inc. frorn 1987 to March 1992.
58
May 29, 1992 and was a director and Vice P:r.:·es.Ldent of Trump Plaza GP front May
1992 until June 1993, Mr. Ribis served as Vice President of Trurnp AC Hold:ing
from February 1995 until Dece!'l'.be:r: -1997. Mr. Ribis has s0rved as Pres.iden'::'. of
Trump AC Holding since Decembe'l'.' 1997. Mr. Ribis has served as a director of
Trump AC Holding since June 1993. Mr. Ribis has been Chief Executive Officer,
President and a director of Trump AC Funding since its formation in January 1996
and Chief. Executive Officer, President and 11 director of Funding II and Funding
III since their formation in November 1997. Mr. Ribis served as \'ice President
of TACC until December 1997. Mr. Ribis has :-,;erved as the Prr:::s.idenr:. of TACC since
December 1997. Mr. Ribis has been the President and Chief Executive Of:iccr of
Trurr.p Indian;;i. since its formation. Mr. Ribis has been a Director of THCR/LP and
THCR Holding Corp. since OctobeY 1991 and was Vice President of THCR/LP and THCR
Holding Corp. until June 1995; Chief: Executive Officer of Taj Associates since
February 1991; Vice President of TCI since February 1991 and Secretary of TCI
since September 1991; Direc'::or of Realty Corp. since October 1991; ar.d a member
of the Executive Committee of Taj AsSC>Ciatcs from Aprll 1991 to October 1991.
Mr. Ribis has served as Vice President of THCR/LP and THCR Holding Corp. since
February 1998. He has also been Chief Executive Officer of Castle Associates
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since March 1991 and President of Castle Associates until April 1998; me:rnber of
the Executive Committee of Castle Associates fron1 April 1991 to May 1992; member
o!'. the Board of Partne.r: Representatives of Castle Associates since May 1992; and
has served as the Vice President and Assistant Secretary of TCHI since December
1993 and January 1991, respectively, until April 1998. 1'1r. Ribis is now a
director of TCHI. Since April 1.998, Mr. Ribis has served as President and Chief
Executive Officer of 'rCHl and Castle F'.lnding. Mr. Ribis has served as Vice
President of TCl··II since December 1993 and had served as Secretary of TCI-II
from November 1991 to May 1992, Mr. Ribis has been Vice President of Trump Corp.
since September 1991. Mr. Ribis has been the President and a director of THCR
Enterprises since January 199·;, From January 1993 to January 1995 Mr. Ribis
served as the Chairman of the Casino Association of New Jersey and has been a
member of the Board of Trustees of the CRDA since October 1993. From January
19-80 to January 1991, Mr. Ribls was Senior Partner in, and from February 1991 to
December 1995, Vi-'il.S Counsel to the law firm of Ribis, Graham & Curtin (now
practicing as Graham, Curtin & Sheridan, A Professional Association), which
serves as New Jersey legal counsel to all of the above-named companies and
certain of their affiliated entities.
59
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October 1996. Mr. McCarthy was Vice President of Finance and Accounting of Trump
Plaza GP from October 1992 until June 1993, Senior Vice President of Finance and
Administration of Plaza Associates from August 1990 to June 1994 and Executive
Vice President of Finance and Administration of Plaza Associates from June 1994
to October 1996. Mr. McCarthy previously served in a variety of financial
positions for Greate Bay Hotel and Casino, Inc. from June 1980 through August
1990.
Funding since April 1996 and a director of Funding II and Funding TIT since
December 1997. He has 9.lso been the Senior. Vice President of Corporate Affairs
of the Pepsi~Cola Bottling Co. of New York since January 1985. Mr. Thomas was
the acting ChairmaP. and a commissioner., of the CRDA from 1985 through 1987, and
a Commissioner of the CCC from 19130 through 1984 during a p::;r::ion of which time
Mr. Thomas served as acting Chairman of the CCC. Mr. Thomas was a director of
Trump Plaza GP until ,rune 1993 and has been a director of Trump AC Holding since
June 1993. Mr. Thomas is an attorney lice'nsed to practice law in the State of
New York.
Peter M. Ryan····Mr. Ryan, 60 years old, has been a director of THCR and
THCR Funding since June 1995. He has also been the President of each of The
Marli~ Group, LLC and The Brookwood Carrington Fund, LLC, real estate financial
advisory g~oups, since January 1995. Prior to that, Mr. Ryan was the Senior Vice
60
President of The Chase Manhattan Bank far more than five ye~rs. Mr. Ryan has
been a director of the Children's' Hospital FTD since October 1995.
All of the persons listed above are citizens of the United States and
have been qualified or licensed by the CCC.
Set forth below are the names, <'tges, positions and offices held with
Plaza Associates and a brief account 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.
Fred A. Buro--Mr. Buro, 42 years old, has been the General Manager of
Fl;;i.z1;1 A""""ociat..es since September, 1998. Mr. Buro served as the E:xecuti ve Vice
Presicient of Marketing of Plaza Associates since May 1994. Mr. Buro previously
served as the President of Casino Resources, Inc., a. r.asino rnarketing,
management and development organization from 1991 through 1994. Prior to that,
Mr. Buro served from 1984 through 1991 as the President of a professional
All of the persons listed above are citizens of the United States and
are licensed by the CCC.
61
Set forth below are the names, ages, positions and offices held with
Taj Associates and a brief account of the business experience duriLlg the past
live years of each of the executive officers and certain key employees of Taj
Associates other than those who are also directors or executive officers of
THCR.
Larry \•J. Clark--Mr. Clark, 54 years old, has been F.xecut...'ive Vice
President, Casino Operations of Taj Associates since November 1991, Senior Vice
President, Casino Operations of Taj Associates from May 1991 to November 1991,
and Vice President, Casino Administration of Taj Associates from April 1991 to
May 1991 and from Janua:::y 1990 to November 1990. Pr:ior to join1.ng the Taj Mahal,
Mr. Clark was Vice President, Casi~o Operations of the Dunes Hotel & Country
Club from November 1990 to April 1991 and Director of Casino Marketing and Vice
President, Casino Operations of the Showboat Hotel & Casino from November 1988
to January 1990.
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All of the persons li$ted above are citizens of the united States and
are licensed by the CCC.
62
Set forth below are the r::.ames, ages, positions, and offices held with
Castle Associates, and a brief account of the business experience during the
past five years of each inember of the Board of Partner Representatives and the
executive office::s of Castle Associates other than those who are also directors
or executive officers of THCR.
63
serv:ice organization for the performing arts. Since ,July 1992 Mr. Leahy has
served as Chairnan of 'JT Properties, Inc., a privately-:ield corporation which
invests in literary, stage, and film properties.
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The sole director of '!'rump Indiana is 'l'rwnp. Set forth below are the
names, ages, positions and offices held with T;r;:wnp 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
o:r. e:x:ecutive officers of THCR.
MANAGEMENT OF TCS
Set forth below are the names, ages, positions and offices held with
'T'CS and a briet account of tre busi,ness experience du-ring the past fi.ve ).'ea.rs of
each of the executive officers o:: TCS, other than those who a:!'.'e directors or
Kevin s. Smith--Mr. Smith, 42 years old, has been the Vice President of
Corporate Litigation of TCS since October 1996. Mr. Smith was the Vice
President, Genexal Counsel of Plaza Associates from February 1995 to
64
October 1996. Mr. Smith was previously associated with Cooper Perskie April
Niedelman Wagenheim & Levenson, an Atlantic City law firm specializing in trial
litigation. From 1989 until February 1992, Mr. Smith handled criminal trial
litigation for the State of New Jersey, Department of Public Defender, assigned
to the Cape ~ay and Atlantic County Conflict Unit.
l1bJ( 6 ).(b){?J(C) lis sub1nitting this letter in anticipation of the issuance by the
U,S, Securities and Exchange Comtnission (the 11 Commission") ofa Report oflnvcstigation (the
"Report") pursuant to Section 21 (a) of the Securities Exchange Act of 1934 in the above
captioned matter. The undersigned has read and understands the copy of the attached Report.
Without admitting or den ing any matter set forth in the Report, and solely for purposes of
resolving this matter(bl'.G).!b) onscnts to the Commission's issuance of the Report.
l~~;)~\' 101 lagrees not to take any action or to make or per1nit to ~e made any public statement
denying. directly or indirectly, any matter set forth in the ReportJi~;~~\tb) ffurther agrees not to take
any action or make any public statemenl which creates. or tends to create, the iinpression that any
matter set forth in the Report is wilhout factual basis. Nothing in this provision affects the
testimonial obligations of any person o~:~;)~;'' 1 ~ight to takf :~al ~r factual positions in litigation
in v-.rhich the Commission is not a party, nor does it prevent (b)(6), r his representatives from
making public statements not inconsistent witl1 the foregoing.
{b1.'1))
In giving consent ioi(1i'.:c cknowledges his waiver of those rights specified in Rule
240(c)(4) and (5) of the Commission's Rules ofPractice, 17 C.F.R. §20 l.240(c)(4) and (5).
Consent cfrbJ(S).(b)ii)(Ci
Page 2
1611 1
7)
'"' lso represents t hat he gives
c b . h"1s consent vo Iuntar1"Iy, and t hat no promises,
. of!iers, t hreats,
or induce1nents of any kind or nature have bee11 made by the Commission or any member,
officer, cn1ployee, agent, or representative thereof to induce him to give its consent.
Respectfully submitted,
l(b)'6).(b)(7)(C,I
Dated: '2001
State of )
) ss.:
County of )
Trump Hotels & Casino Resorts, Inc, ("THCR") is submitting this letter in anticipation of
the issuance by the U.S. Securities and Exchange Commission (the "Commission,,) ofa Report
oflnvestigation (the "Report") pursuant to Section 21 (a) of the Securities Exchange Act of 1934
in the above-captioned matter. The undersigned has read and understands the copy of the
attached Report. Without adntitting or denying any matter set forth in the Report, and solely for
purposes of resolving this matter, TI ICR consents to the Commission's issuance of the Report.
Tl·ICR agrees not to take any action or to make or permit to be made any public statement
denying, directly or indirectly, any matter set forth in the Report. THCR further agrees not to
take any action or make any public staternent which creates, or tends to create, the impression
that any matter set forth in the Report is vvithout factual basis. Nothing in this provision affects
the testimonial obligations of any person or THCR1s right to take legal or factual positions in
litigation in which the Commission is not a party, nor does it prevent THCR or its representatives
frorn n1aking public staternents not inconsistent \Vith the foregoing.
In giving consent, THCR acknowledges its waiver of those rights specified in Ruic
240(e)(4) and (5) of the Commission's Rules of Practice, 17 CER. §20L240(c)(4) and (5),
Consent of Trump Hotels & Casino Resortsi Inc.
Page2
THCR also represents that it gives its consent voluntarily, and that no promises, offers, threats1 or
inducements of any kind or nature have been made by the Commission or any member, officer,
employee, agent, or representative thereof to induce 'I'HCR to give its consent.
Respectfully submitted,
By:
Title:
Dated: , 2001
State of )
) ss.:
County of )
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BY HAND
(b1(6J,(b Ji.7){C)
13'" Floor
\Ve are grateful to have another opportunity "· +l.:- _ A .... A with you and
• Hl>J,{b)\1 HLl)
I
we look forward to seeing you next week, ·
Enclosures
llb)(6l, (b )(?)(Cl
cc:
Ntw York
Wailiing:wn, DC
London
ll UNITED STATES OF AMERICA
Before The
;I
In the Matter of
11
Trump Hotels & Casino Resorts, Inc.
Case No. MNY-6625
"I
,I
'.I
Richard L. Posen
Thomas R Golden
Andrew M. Wasserman
l
CONFIDENTIAL TREATMENT REQUESTED
)
.'
' 1
EXHIBIT
'' THCR's Report on FOrm·io:o:·Novcmber 3~ 1999, A
• I
Mirage Resorts I999 First Quarter Earnings Release, PR Newswire, May 10, B
1999.
:I
Park Place 1999 First Quarter Earnings Release, Business Wire, Apr. 28, 1999. C
UNITED STATES
' I SECURITIES AND EXCHANGE COMMISSION
Wuhington. D.C. 20549
FORMlO-Q
[xJ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF TirE
OR
( ] TRA.NSITION REPORT PLrruiltAN'l' TO S£C'I10N 13 Oll l~(d) OF TIIE SECURITIES .EXCHANGE ACT OF 1934
Noc Applicable
(Fomi:r n.unc, lbrm.:-r :u:idn::s:. and formn- flM:l!J ye.v-, ifclwigcd llooG ]11$t rtp<:>rt)
Nol Applitablc
(FQ!Tlli:T nruni:, formcr t.ddms Ind formtt f~l ye#, ifclungod siM! last repoc'I)
INlkatc by rht!Ck ll'lllrll: .,..h<-thtr IM rt"tblrAlll.J (J) M~e fl.ltd ..U r-eport:I f'T<llllrtd to bot flkrd by~" 13 or JS(d) or~~
E1rMntt Act oft ~34 ih1rin1 tM pr«:rdlns 12 mof\llu (or for 1\M:b lliorttr JWlrkMI th:it the: refbtnuita Wttt "1,11.lrtd ta rut JUCb rtP"ro).
and (l) luive bttn 1uh.J«t to ......:h llllnc ffi!ulttmeats Cot the: put 90 dip. Ya X No_
'IM m1m~r of 01111.t~~IAI IM,n,s ofC1.1m11um ~!.;, .,._r val'"' $,01 p<r llhan:, or Tramp Ho«b & C..,J.no RtM:trtt, Jn<•., or
Novemlotr 4,tm wu 12,1%256..
The 1>1.unbor .,r ouuandlnc lh<lrn o!Chss D Comman Stock, par valu~ $.01 l"'f shar-e, ofTnunp Hotc:b Ii C"IM R~rt.s, lne. a o!
No,.cmb.ert,Jm "11,000.
Tbt nwnbtr oroutstandlnc 11.luuu otCot11MOh Slock, par vah1t S.01 p.cr 1h<lrt, of' Trump Hot.th I< Clllllno Rtt01U Fundfnr;, In(. u or
N°OYtm~r4,1999 wa.slOO.
TRUMP HOTELS & CASINO RESORTS, INC.,
AND
Condensed Consolidated Balance Sheets of Trump Hotels & Casino Resorts, Inc,
Condensed Consolidated Statements of Operations of Trump Hotels & Casino Re$1Jrf~. Inc.
for the Three and Nine Months Ended September 30, 1998 and 1999 (unaudited) . . . . . . . . . . . . 2
CondensOO Consolidated Statement of Stockholders' Equity of'Trump Hotels & Casino Resorts, Inc.
for the Nine Months Ended September j0, 1999 (unaudited)........................... 3
Condensed Consolidated Statements of Cash Flows of Trump Hotels & Casino Resorts, Inc.
for the Nine Months Ended Septe1nber 30, l998 and 1999 (unaudited) . . . . . . . . . . . . . . . . . . . 4
Condensed Consolidated Balance Sheets ofTrwnp Hotels & Casino ResortS Holdings, L.P.
Condensed Consolidated Statemen!s of Operations of Trump Hotels & Casino Resorts Holdings, L.P.
for the Th.tee and Nine Monlhs Ended September 30, 1998 and 1999 (unaudited) ....•..• , , , . 6
Condensed Consolidated Statement of Partners' Capital. of Trump Hotels & Casino Resorts
Holdings, L.P. for the Nine Months Ended September 30, 1999 (unaudited) . . . . . . . . . . . . . . . 7
Condensed Consolidated Slatemenls ofCas!t Flows of Trump Hotels & Casino Resorts Holdings, L.P.
for the Nine Months Ended September '.10, 1998 and 1999 (unaudited) . . . . . . . . . . . . . . . . . . . . 8
Notes to Condensed Consolidated Financial. Statements of Trump Hotels&: Casino Resorts, Inc.,
Trump Hotels & Casino Resons Holdings, L.P. and Trump Hotels & (:asino Resorts
Funding, Inc. (unaudited) ....................·... . . . . . . . . . . . . . . . . . . . . . . . . . . . • . 9
INDEXTOFORMl(}.QCONT'D
''
Page No.
SIGNATURES
Signature - Trump Hotels & Casi.no Resorts, In¢. , .. , ...... , .... , .... , , . , .. , ... , . , . . . . . . . . . . . . I9
Signature -Trump Hotels & Casino Ilesorts Holdings. L.P...................... , . . . . . . . . . • . . . • . . 20
Signature -Trump Hotels & Casino Resorts Funding, Inc, , , , , . , , , , , , .. , ... , ... , .... , .. , , .. , . , . . 21
PART I-FINANCIAL INFORMATION
ASSETS
DecCJ11ber 31, Septt.:mbcr 30,
199~ 12211
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents ............. , .............. , . , ..• $ I 14,757 s 179,611
Receivables, net .... ,,, ... , ......•.......... , ........... . 70,951 60,159
(11ventories ..•.......................................... I2,804 12,848
Ouefromaffiliates,nel ......................... , . ,,, . ,, .. . 12,774 24,230
Prepaid e,.-penses and other cum:nt assets ........•... 18 679 12 942
iocal Current Assets ....................... . • 229,965 289,790
CURRENT LIABILITIES:
Current maturities of long-term debt ........ , . , .•.. , , , . , , . , .. . s 10,504 $ 14.346
Accounts payable and accrued expenses ... , ...... , ...... , .... , , 118,597 143,480
Accrued inten:st payable .......................... , .. , .... . 30 379 81 316
Total Cum:nt LiabiUties , .... , .......... , .• , . , • , ... , , . 159,480 239,142
STOCKROLDERS' EQUITY:
Common Stock, $.01 par value, 75,000,000 shares authorized.
24,206,7.56 issued and 011tstanding . , .. , ....... , .. , .. , , , , •.. 242 242
Class B Common Stock, $.Ol par va1ue, l,000 shares
authorized, issued and oat.st.anding . , ..•. , ...... , ........•...
Additional Paid in Capital , .. , .• , , .•••... , . , ......... , , . , •.. 455,645 455,645
Accumulated Deficit , .................................... . (I49,444) (248,7)))
Less treas1JJy stock, 2,011,SOO shares of lHCR Common Stock, at cost (19 535) (19 5351
iota! Stockholders' Equity ..........•.. , .. , .. , ..•.... , .. , ... 286 908 !87 619
Total Liabilities and Stockholders' Equity ..•....• , ............. , . s 2.428 464 $ 2.3.66 30J
The accompanying notes arc: an integral part of these condensed consolidated financial statements.
FOR THE 'l'HR.£E ANl> NINE MONTHS ENDED SEPTEI'tfBER 30, 1998 AND 1999
' . (u.naudited)
(dQllm in thousands. ueept share data)
122! 1222
REVENUE:
Ga.m.ing •.....•..............•..... ·
$ 364,172 $ 35-0,308 $ 971,945 $ 972,529
Rooms .. , ........................•
26,841 28,569 70,930 72,262
Food and Beverage ................... .
40,927 40,429 110,443 109,52)
Other ............................. .
13 132 30,902 33 ..5.56 51 442
Gross Revenues ..................... .
445,072 450,208 1,186,874 1,205,756
Less - Promotion.al allowances ......... .
47 685 41,136 128 578 125,522
Ne1 Revenues ....................... .
397 387 403 072 I 058 296 l 080 234
Average number of shares outstanding .... , . 22 195 256 22 125 256 22 206,ill 22 195 256
The accompanying notes are an integral part -0f these condensed consolidated financial sr.atements_
.' TRmfi' HOTELS & CJ.SINO RESOR1'S, INC.
(unaudited)
(dollan ln thousandJ)
Balance, Scpten1ber 30, 1999. 2l 206,7lfi .l.Qllll ll4l i~~~ &4~ ~(2!~ 2JJ) SCJ2 ~J~l ~1~2 ~12
'!
The accompanying notes are an integral part of this condensed consolidated financial statement
TRUMP HOTELS & CASINO RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE l'dONTRS ENDED SEPTEl'dHER l<J, 1998 AND 1999
(unaudited)
(dollars in thousand.I)
Im
.. CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss .... , •...• , ••.••.. , ••.•. , •. , .......•. , •.• , . , , , , , , , , •. , ,
Adjustments to reconcile net loss to net cash flows from operating activities:
$(23,338) s (99,289)
The ::iccompanying notes are an integral part of these condensed consolidated financial sta1ernents.
4
.'
. ''
TRUMP HOTELS & CASINO RESORTS HOLDINGS, I. P•
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars In tbouwult)
•I
ASSETS
December 31. September 30,
1998 1992
; ) (unaudited)
CURRENT ASSETS:
Casbandcashcquivalenl.$ ....... , ......•••• , ••..•.• , .••..•. $ 114,753 $ 179,607
Receivables, net ....•.•.. , ........•......•.•...•.•...... , . 70,951 60,1S9
' ' Inventories .••......•••.........•...•....•.. ~ •••.••••••• 12,804 12,848
Due from affiliates, net ..•............................... , . 12,774 24,230
Prepaid expenses and other current assets ....•...•....•...••.•• 18 679 12 942
' '' Tota1CurrentAsseti .•.•....•.•..•....•••..••.•••••.• 229,961 289,786
CURRENT LIABILITIES:
Current maturities oflong-tenn debt .................... , ... , , s 10,504 s 14,346
ACCOl.l.Jlts payable and accrued e>."}'Cns.es .........•.............. 118,597 143,480
Accrued interest payable ....................... , , .. , , • , , ..• 30.379 81 316
Total Current Liabilities .... , ................ , ... . 159,480 239,142
PARTNERS' CAPITAL:
Thi: accompanying notes arc an integral part of these ~ondensed consolidated financiaJ statc111ents.
5
TRUMP HOTELS & CASINO RESORTS HOLDINGS, I..P.
FOR mE THREE AND NINE MONmS ENDED SEITEMBER 30, 1998 AND 1!199
(unaudlt<d)
REVENUES:
Gaming .....•... , •................. $ 364,172 s 350,308 s 971,945 $ 972,529
' ' Rootn.S •............ . ......... . 26.841 28,569 70,930 72,262
Food and Beverage ................... . 40,927 40,429 110,443 109,523
' I
Other ............................. . 13 132 30.902 33 556 51.442
' I Uss - Promotion.al allov.<lllces .•...•.... 47 685 47.136 128 57& 125 522
I
.' Nc:1Rc:vcnues ........•..•............ 397 387 403 072 l.OS8 296 l 080.234
' $ (JO§
'
The accompanring notes are an integral part of these condensed consolidated financial statements.
6
. I TRUMP HOTEL'l & CASINO RESORTS HOLDINGS, LP•
.. ' CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 19!>9
(unaudited)
(dollao: in thnwandll)
: I
Partners' Acaunlllated THCR
Qmilill .l1Wi! ~mmonStock Tof.11
.'
• I Balance,December3l, 1998 ... , .. ,., ........ $652,S03 $(220,$24) $(19,$3$) $412,444
' '
................................ fll6 53))
Net Loss (156 533>
Balance, September 30, 1999 ... $QS2 503 S(312 O.SZl $<!? 515) i2SS 211
The accompanying notes are an integral part of this c:ondensed consolidated financial stalcmcn.L
7
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
,....dlt<d)
' ' (dollan lo lhouuad.I)
1999
CASH FLOWS FROM OPERATING ACTIVITIES:
NetlAss ... , ...........................................•.•..... $(36,772) s (156,533)
Adjustments co reconcile net loss to net ca.sh Oows from operating activities:
Cwnulative effect ofchange in accounting principle ..•..•.....•.•.•.••• S,620
Issuance of d¢bt in exchange for accrued interut ..... , .•.•... , •• , • , , , • l,612 6,418
Interest income - Castle PIK Notes ..................•...•.....•••.. (7,809) (8,930)
Equity in loss of Buffington Harbor, L.L.C.•...• , •. , •.•.• , ..•••..•.. , 2,225 2,246
Depreciation and amortization ............................••. , , • , • 62:,657 63,367
Accretion of discounts on mortgage notes .....•..........•.•.•••.•..• 3,343 3,738
Amortization of deferred loan costs .•......••• , . , , .•.•.•.•.• , ..•.• , S,997 .S,398
Provision for losses on receivables ........ , , .. , . , , , .... , .• , •.•.•••. 10,510 . 10,581
Valuation allowance of CRDA investments and amortiz.ation of Indiana
gaining costs, .. , ... ,, .•. , .... , .... , .. , .. , .......•.. ,, ... , .. . 6,'63 1,050
Gain on disposition of property ..•........................... , .... . (385)
Gain on property received upon termination of lease ................. . (17,200)
Wri1e-olfofnet book value of Trump \Vorld's Fair assets , , , ....• , , . , .. , . 97,682
(Increase} decrease in receivables ........... , ...... , ..... , , .
(J;,0)2) 211
Increase in inventories ............................. , ..... ,, ..•. ,,.
(453) (44)
(lncn::.ase) decrease in other current assets . . .... , , • , .. , , , ...... , .. ,
(l,601) 663
Decreascinduefromaffiliates ......... ,....... . ....•.. , . , . , ,
552 355
Increas.einotherassets .... ,,, ... , ....•.... ,, . , ........ , .... .
(9,997) (174)
Increase in .accounts pay.able and accrued e~penses . , .... , . , , , , , . , .. , .•..
9,967 24,192
rncreaseina.ccrued interest pay.able ....... ' .. '.' .. ' ..... "... ' .. '.' ..
52,622 50,937
(Decrease) increase in other long~tenn liabilities ................. ,
__illi!l) ~ 22i
Net cash flows provided by operating activities . , • . . . .... , • , . , . 84 928 28,l2§
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition ofproperty and equipment. net of prQperty received on lease
tennination . . . . . . . . . . .......•. , .... , , •......•...
(25,772) (18,669)
Proceeds from disposition of property .......... , ... , , . , , .. , . , .
4,502
Investment in Buffington Harbor, L.L.C.. , ... , , •. , .. , . , .... , , .• , .. , .
88 (335)
CRDA InvcstJnents . . . . . . . . . . ..•........ , .. , .. , ....... , .. , •.
(10,272) (IO,l24)
ResUictedcash ......... ,, .......•. ,, ... , .... , , ............... .
6 013 2 523
Net cash flows used in investing acti\.ities .•. , .. , .. , .• , ......•.• , .. £29.943) (22.503)
Purchase of property and equipment under capital lease obligations .... , ••. , .. ,
$ 2 192 ~ 12 gzz
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
' ' TRUMP HOTELS & Ct.SINO RESORTS, INC.,
AND
. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Th~ accompanying condensed consolidated financial statements include those of Trump llotels & Casino
Resorts, Inc. ("TiiCR~), a Delaware corporation. and Trump Hotels &. c.asino Resorts Holding.s. L.P. (•TIICR
,I
Holdings~), a Delaware limited partnership, and its wholly owned subsicliaries. niCR Holdings is currently owned
approximaldy 63.4o/~ by TIICR. as both a general and limited partner, and approximately 36,6% by Donald J. Trump
(~Trump"), as a limited partner. Trwnp's limited partnership interest in TIICR Holdings represents his ceonornic
inten::sts in the assets and operations oCTIICR Holdings, Such limited partnership interest is convertible at Trump's
option into 13,918,723 $hares otnlCR's (,X)mmon stod. (the "THCR Conunon Stock") (subject to certain adjustments).
representing approximately 38.5% cf the outstanding shares ofnJCR Common Stock Accordingly, the accompanying
condensed consolidated financial statements include those of (i) TI-ICR and its 63.4% own~ subsidiary, ntCR
Holdings, and (ii) THCR. Holdings and its wholly owned subsidiaries.
All significant interoompany balances and transactions have been eliminated in the accompanying condeIL..00.
consolidated financial statements.
The accompan)ing condensed consolidated financial statemenlS have been prepared lvithout audit. In the
opinion of management, all adjustments, consisting of only normal recnrring adjustments necessary to present fairly
the financial position,. the results of operations and cash flows for the periods prcsen!cd, have been nuuie.
The aco::impar1)ingoo:ndertSCd consolidated financial statements have been prepared pursuant to the rules and
regulations of the Socurities and Exchange Commis.sion r'SEC"). Accordingty, certain information and note disclosures
normally included in financial statements prepared in conformity with generally accepteO accountine principles have
been condensed or omitted.
These conOensed consolidated financial statements should be read ln conjunction \\ith the consolidated
financial statemenlS and notes thereto included in the annual report on Form 10-:K for the year ended December 31,
1998 filed v.ith the SEC.
llie casino industry in Atlantic City is seasonal in nature; accordingly, ri:su1ts of operations for the three and
nine inonlh periods ended September 30, 1999 are no! necessarily indicative of the opcrat.ing results for a full year.
THCR and TIICRHoldings commenced operations on June 12, 1995. THCR. THCR Holdings and Trump
Hotels & Casino Resorts Funding, Inc. ("lHCR FUllding") have no operations and their ability Io service thcir debt is
depen&:nt on the successful operations of lheir \\'holly ov.-ned subsidiaries; Trump Atlantic City Associates (''Trump
AC''), "'·hich owns Trump Taj ~Wiat Associates ("Taj Associates") and Tcwnp Plaza Associates ("Plaza Associates");
Trumpllldi.an.a, lac. C'Trump lndima") and Trump's Castle Associates, L.P, \Castle Associates"). which operates the
Trump Marina Hotel Casino ('Trump Marina"), TllCll, through TilCR Holdings and its subsidiaries, is the exclusive
vehicle through which Trump engages in new gaming activities in emerging or cstnblishcd gaming jurisdictions.
Basic earnings (los.s) per share is based on the weighted average number of shares of THCR Common Stock
outstanding. Diluted earnings (loss) per share are lhe sa.ine as basic earnings (loss) per share as common stock
cqufvaJents have not. been included as they would be anti.<filutive. The shares of TiiCR 's Class B Common Stock owned
by Trump have no economic interest and therefore are not considered in the calculation ofv.·eighted average shares
OUtS(,'lllding,
Recfassijlcafions
Certain reclassifications have been niade to prior year financial stalcments to conform to the current year
presentation.
9
'I TRUMP HOTELS & CASINO RESORTS, INC.,
TRUMP JIOTElS & CASINO RESORTS HOLDlNGS, LP.
, I
AND
TRUMP HOTELS & CASINO RESORTS FIJNl>ING, INC.
' I NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
' '1
(uo.audlted)
' I
I 1998 1999
Net Income
Plaza Associates is: appealing a real estate ta-.: a.'i.SeS.sment by the Ci!y of Atlantic City. Included in other assets
is $7,264,000 "h.ich Plaza Associates estimates will be recoverable on the settlement of the appeal.
On April 9, 1998, the American Institute of Certified Public Accountants ("AlCPA") is.<;ued Statement of
Position ('SOP") 98-5 "Rqx:uting on the Costs of Start-Up Activities". The new standard amended previous guidance
from the AICPA that permitted capitalization of it.art-up costs in certain industries and requires that all
nongovernmental entities expense the costs or sta.n-up activities as those costs are incurred. Under the SOP, the term
"strut..up" bas been broadly defined to include pre.operating, pre.opening and organization activities. At adoption, a
company mus:t record a cumulative etred of a change in accounting principle to write off any unamortized start-up costs
that existed as of the beginning of the fiscal year in which the SOP is adopted and an operating expense for those eosts
\\1hich were incurred since the beginning of the fiscal year and adoption of lhe SOP.
THCR adopted the new standard in the first quarter of 1999, Had THCR adopted the new standard as of
September 30, 1998, the net IO&S of $23,338,000 for the nine month.<; ended September JO, 1998 would have increased
by $1,091,000 for the effect of the write.off of nine months capitalized costs. The corresponding earnings per share
effect ·would increase the net loss per share as reported ofSl.05 by $.05 for the write-<ilfofnine months capitalized costs
to an adjusted. loss per share of St.IO for the nine mcntltS ended September 30, 1998.
10
. !
. I
TRUMP HOTELS & CASINO RESORTS HOLDINGS, LP•
AND
(unaudited)
' '
The Janwiry 13, 1999 agreement entered into by THCR Holdings with Hilton Hotels Corporation and
Flamingo.Kansas City to acquire a riverboat casino facility and related assets and rights located in Kansas City,
,I Missouri expired in accordance with its terms on August 31, 1999,
' I
I .
(6) All Star Cafe Transaction
' '
All Star Cafe, Inc. ("All Star") had entered into a twentywyear lease (the ..All St.at Cafe Lease") with Taj
Associates for the lease of space at the Trump Taj Mahal Casino Resort ("the Taj Mahal") for an All Star Cafe. The
basic rent under the All Star C'.afc Lease was $1.0 million per year, paid in equal monthly installments, In addition, All
S!Ar was to pay percentage rent in an amowtt equal to the difference, if any, be: tween (i) 8% of All Star's gross sales
made during each calendar month during the first lease year, 9"/o of All Sta.r's gross saJes made during each calendar
mooth dw-ing the seo:ind lease year and 100/o of All Star's gross sales made during each c:a.lendar month during the third
through the nventieth lease years, and (ii) oneMt\\elfth of the annual basic rent. The All St.a.r Cafe opened in March
1991.
On September 1S, 1999, an agreement v.·as reached behveen Taj Associates, All Siar and Planel Hollyv.·ood
Interr.ational, Inc. to terminate lhe All Star Cafe Lease eff~tive September 24, 1999. Upon tcnnirmtion of the All Star
Cafe Lease, all improYements. alterations and All Star's personal property with the exception of Specialty Trade Fb."tUres
became the property of Taj Associates. Spe.:;iaJty 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 or up to 120 days \~ithout charge. Taj Aswciates recorded the estimated fair
market value ofthese assets in other revenue based on an independent appraisal in the amount of$17,200,000.
Subsequent to the e:..11iration of the 120 day period. Taj Associates intends to continue operating the facility
be named Trump City Cafe,
a.<; a theme restaurant tent.a.lively to
On 0.."'tober 4, 1999, TIICR closed Trump \.\.'orld's Fair. The estimated cost of closing Trump World's Fair
isS128.J75,000 which includes $97,682,000 for the writedoy,n C1fthe assets and $30,693,000 of costs incuned and to
be incurred in connection "'ith the closing and demolition of the building.
THCR is continuing its effort.~ to sell one or more of its properties with lhe intention of reducing TIICR
Holdings' indebtedness. Currently, THCR is in discussions with polential bU)-ers. There can be no assurance that any
trans.x:tion will be completed.
1'HCR has decided to e,.1end its stock repurchase program unlil the end of 200-0 when and to the extent
pennissible.
11
RESULTS OF OPEl<ATIONS
' '
I
' I Capit~ Resource.s and Liqµjdity
'! Ca.sh flows from operating activities~ TIICR's principal source of liquidity. rnCR cxpeci.S to have sufficient
liquidity to meet its obligat1M$ and intends to reduce debt by buying back bonds in the open market. when perml$$ible.
Cash flow ls managed based upon the seasonality or the operations. Any excess cash flow achieved from operations
du.ring peak periods is utilized to subsidize non~peak periods where necessary.
' '
!
TiiCR is continuing its efforts to sell one or more of its properties with the intention of reducing IBCR
Holdings' ~ Cwrently, THCR is in discussions with potential buyers. There can be no assurance that any
transaction will be completed.
TiiCR has decided to e)(lend ir.s stock repurchase prosram until the end of 2000 when and to the e."<tent
pennissible.
The indenture governing the Senior Notes (I.he "Senior Note Indenrutc") ~well as indentures of TIICR
Holdings' s:ubs:idiaries restrict the ability of1HCR Holdings and its subsidiaries to make distributions to partners or pay
dividends., as the case may be., W'lless cert.a.in financial ratios are achieved. Fwthcr, 111CR's future operating rcsuILs are
conditional and could fluctuate, given the rapidly changing competitive environment
In addition, the ability of Plaza Associates, Taj Associates and Castle Associates to make payments of
dividends or di!'itributions to IBCR Holdings may be restricted by the New Jersey Casino Control Commission ("CCC"),
Similarly, the ability of Trump rndia.na to make pa)ments o( dividends or distributions to THCR Holdings may be
restricted by the Indiana Gaming Commission.
Capital expenditures forIBCR l\'Crc $25,772,000 trn.d SlS,669,000 for the nine months ended September 30,
1998 uid 1999, respectively.
Year 2000
THCR has assessed the Year 2000 issue and has implemented a plan to ensure its systems are Year 2000
conipliant. Analysis has been made of THCR's various customer support and internal administration systems and
appropriate modifications have been 1nade or are W'l.derway. Testing the modifications is expecied to be completed
during 1999, THCR is approximately 98% complete in its modifications,
ntCR believes that the issues. of ooncem a.re predominantly software related as opposed to hardware related.
Further, UiCR relies upon third party suppliers for support of property, plant and equipment. such as communications
equipment,. elevator.. and fire safety systems. Contact has been made with all significant system suppliers and THCR
is at various stages of implementation. Wben necessary, e.ontracts have been issued to update these systems so as to
ensure Year 2000 compliance, The cost of addressing the Year 2000 issue ls oot expected to be material as
modifications are being made with existing systems personnel and no significant expenditures for new hardware or
software are expected.
If TliCR did not assess the Year 2000 issue and provide for its compliance, it y,·ould be forced to convert to
manual systems to carry on its business. Since THCR e:q>eets to be fully Year 2000 compliant, ir does not feel that a
contingency plan is neo:::ssary at this time. However, TIICR will continually assess the situation and evaluate whether
a contingency plan is n*ssary as the millennium approaches.
This Year 2000 disclosure constitutes Year 2000 readiness dis.;los1.1ro ,...;thin the meaning of the Year 2000
Information and Readiness Disclosure Act.
12
All OOsiness-oCTilCRand TIICR Holdillgs areO>lldu<:ted by PW. Associates, Taj As.sociau:s, Trump
' ' Marina and Trump Indiana.
Campor'fson o/Three~Monlh Periods Ended &ptember JQ, 1998 and 1999. The following table:; include
selected data of Plaza AssoeWes. Taj Associates, Trump Indian.a and Trump Marina.
' l
Three Months Ended §eet~m~r 301 )298
Plaza Taj Trump Trump mCR
Associate! A!soclate11 Indiana M!!:in! '29ll2lidated
(doUan In millions)
Table Ga.me Revenues , ...• , •• s 27,9 s 60.1 $ 8.S $ 20.8 s 117.3
Table Game Drop .•.•• s 177.9 s328.S $ 54.9 $ 132,1 $ 694.0
Table Win Percentage ....•.•.... , 15.7% 18.3% lS.4% 15.7% 16.9o/a
Number of Table Games ..• , .... IOI 156 60 91 408
Slot Revenues .... ,, ., ,, -· .... s 75,8 s 82.S $ 29,7 $ 51.S $ 240.S
Slot Handle ....... ,, .. , •. ,,, .. $ 929.4 s 1,011.6 $ 457.3 $ 650.0 $ 3,048.3
..
Slot Win Percentage ' ' . ' ' .. - ... 8.2°11. 8.2% 6.5% 8. 1o/o 7.9%
Number of Slot Machines ....
' ' ... 4,204 4,136 l,375 2,l 70 ll,885
Other Gaming Revenues . , • , . , . , . , NIA $ S,4 NIA s LO $ 6.4
Total Gamiag Revenues ..•.... , . , s 103.7 s 148.0 s 38.2 s 74,3 $ 364.2
Gaming revenues are the primary source of TI:ICR's revenues. Tiie year over year decrease in gaming revenues was
due primarily to a decrease in table game revenues at the Taj Mah.a.I $a result of a decline in high-end international
table game players due to economic conditions. Taj Associates' t.ablc game revenues declined $19,252,000 or 32.0%
from the comparable period in 1998 a.s a result -0f a decline in both the table game drop of $45,302,000 or l3.8% and
a decline in the table win percentage to 14.4% from IS.Jo/a in the comparable period in 1998. The table win percentage
decline resulted in a year over year reduction in table game revenues of approximately $11,043,000 of the $19,252,000
d~line. Table games revenues represent the amount retained by TIICR from amounts wagered at tat>le games. The
table '"in percentage teods to be f.a.itly constant over the long tenn, but may vazy significantly in the short tenn, due to
large wagers by "higtt rollers". The Atlantic City industry table "A-in percentages were 15.5% and 14.9<'/ii for the quarters
ended September 30, 1998 and 1999, respectively,
13
A1I Star care. Inc. (""All Star"') had entered into a twenty.year lease with Taj A.s5odates for the tease of spai;:r:: B1 lhe
Taj Mahal for an All Star C.afe. The basic.: rent u.ndet the All Star Cafe Lease was $1.0 million per year, paid in equaJ
mQnthly installtuents. In addition. All Star was to pay percentage n:nt in an ~t equal to the differenoe, if any.
bet\rreen (i) ~Ai of All Slat's gross sales made during each calendar month during the first lease year, 9"'/o of All Star's
gross sales made during each calendar month during the second I.ease year and IOO'A. of AU Star'$ gross Wes made
<lurlJ18 ..:h cal4ndar monlh cluri"8 the thin! tlm>ugh the CMnticth lease Y<2"' and (li) on<Hwelllh oftbe annual basU:
rent The All Sw Cafe opcwl in March 1997.
On Scp<ember JS, 1999, an agreement was reached between Taj Associates AU Star and Plaoet Hollywood
lnlcmatiooal, Inc. "' """1inale Ille All Sw Cafe Lease effedive Sepl<lnher 24, 1999. Upon termination of the All Sw
Cafe Lease all imp""""1Cll a1""111ions andA!l 5"ir'$ pcrsonal proportymth the <><"'Pilon of Specialty Trade Fixtun:s
bo:ame lhe plq)Orty of Taj Associates. Specialty Trad< Fixtul<s, wbkb included signs, emblem.<, logos. m<morabilia
and other material with logos of the Official All Star Cafe presently cfuplayed at the premises, could be c:ontiaucd to
be us.ed by Tuj Associates for a period of up to 120 days without charge. Taj Associates recorded the estimated fair
marlcet value of these assets iD other revenue based on an independent appraisal in the amount of $17,200,000.
Subsequent to tho expiration ofthe 120 day period, Taj Asso:iates intends to continue operating the facility as a theme
restaurant tentatively to be named Trump City Cafe.
Gaming expenses were $210,945,000 for the~ months ended September .30, 1999, a docrcase of $9,901,000 or
4.5% from $220,846,000 for the oompa.rable period in 1998. This decrease is primarily lhe result of lower coin,
promotional and regulatory costs.
On October 4, 1999, UlCR closed Trurnp World's Fair. The estimated cost of closing: Trump World's Fair is
$128,375,000 \\·hich includes $97,682,000 for the v.Titedo~11 of the assets and $30,693,000 of costs incu.rred and to be
incurred in connection with the closing and demolition oflhe building.
14
Comparison ofNine.Month Periods Ended September 50, 1998 and 1999. The following tables include selected data
of Plaza Associates, Taj Associates:, Tmmp Indiana and Trump Marina.
I r
Hi!!S·M!!D!h! En~g! §s:Rl~mh:st:!!!* 122!
Pl>.ut Taj Tnunp Trump THCR
d~!:S!Siatg A'socj!!~ IAdillll l'!l!rini ~112lid11!id
(doUan ln miW011.1)
' Table Game Revenues .•..•.••.... $ 76.3 $ 149.3 s 2l.7 $ l3.6 $ 304,9
'
Table Game Drop ............ , .. s 48l.6 $ 903.0 $ 161.9 $ 345.3 $ l,895.8
Table Win Percentage ...•.•..... , 15.7% 16.5% 15.91'.4 15.5% 16.1%
NumberofTableOames .......... 110 lll 60 92 417
Slot~·enucs .... , .•..•.......• $ 207.6 $ 22U s 7S.6 s 144.9 s 650.6
Slot Handle ...................• $ 2,l62.3 $ 2,742.6 $ 1,186.1 $1,763.S $ 8,254.l
Slot Win Percentage ..• , ..•....• , 8.1% 8.2% 6.4°/o 8.1% 7.9%
Nwnbec of Slot Machines ......... 4,124 4,137 l,37l 2,163 11,799
Other Gam.i.og Revenues .... , ..... NIA $ 14.6 N/A s 1.8 $ 16.4
Tobl Caming Revenues .......... s 283.9 $ 388.4 s 101.J s 198.3 s 971.9
Nine Months Ended Se(!tember 3-0~ 1999
Plu.a Taj Trump Trump THCR
&!!2£l!dt! 6~li!Siats~ Indiana Marina Consolidated
(dollan in millions)
Table Game Revenues ... $ 76.0 s 124.4 s 23.3 $ 554 s 279.I
Iner (Deer) over prior period .. s (0.3) s (24.9) s (2.4) s LS s (25.8)
Table Game Drop .... $ 471.7 s 787.4 s 140.7 $ 362.1 $ 1,761.9
Iner (Deer' over prior period , .. s (13.9) s (115.6) s (21.l) s 16.8 $ (133.9)
Table Win Percentage ... 16.lo/o IS.So/~ 16.6% 1S.3o/o 15.8 %
Iner (Deer) over prior period , .. OA pis. (0.7) pts. 0.7 pts. (0.2) pts. (0,3) pt5.
Number of Table Games ..... 99 U8 50 87 384
Decrease O\'cr prior period , ...... (11) (7) (10) (5) (33)
Slot Revenues .......... $ 205. I s 240.2 s 81.S $ 148.4 s 675.2
Iner (Deer) over prior period ... $ (2.5) s 15.7 s S.9 s 5.5 s 24.6
Slot Handle .................. S 2,579. I s 3,004.7 $ 1,256.6 $ 1,878.9 $ 8,719.3
Increase over prior period . , • , , .. s 16.8 $ 262.1 s 70.5 s lll.4 $ 464.8
Slot Win Percentage ............. 8.0 % 8.0% 6.5 % 1.9% 7,7%
Iner (D~r) over prior period ... , . , . (0.1) pts. (0.2) pts. 0.1 pts. (0.2) pts. (0.2) pts.
Number of Slot Machines ... '.' .. ' 4,202 4,278 1,300 2,145 11,925
Iner {Deer) over prior period .. , .... 78 141 (75) (18) 126
Other Gaming Revenues ...• , ..•.• NIA s 16.S NIA $ 1.7 s 18.2
Iner (Deer) over prior period ..•...• NIA $ 1.9 NIA $ (0.1) s 1.8
Total Gaming Re't·eoues .......... s 281.1 s 381.1 s 104.8 s iOS.5 s 972.S
Iner (Deer) Ol''Cr prior period , .•.. $ (2.S) s (7.3) $ 3.5 s 7.2 s 0.6
Oan\ing revenues are the primary source ofntCR's revenues, The yearovcryc.ar decrease in gaming: revenues was
due primarily to a decrease in table game revenues at the Taj Mahal as a teSl.llt ota decline in high-end lnlemational
t.1ble game playen due to rx;onomie ronditions and last year results \.\'hi<:h included an unusual $8 million dQllar table
game win from one premium player. Taj Associates' table game revenue declined $24,899,000 or 16.7% from the
cornp.nble period in 1998 asa result ofa decline in OOth the table game drop of$115,633,000 or 12.8% and a decline
in the table win ~ge to 15.8% from 16.5% in the comparable period in 1998. The table win peroentage decline
resulted in a year over year reduction in table game revenues of approximately $S,Sl2,000 of the $24,899,000 decline.
Table games revenues represent lhe amount retained by nrCR from amounts wagered at table games. ibc table win
percentage tends to be fairly constant over the long tenn, but may vazy significantly in the short temt, due to large
'Wagers by "high rollers... The A1la:ntic City industry table v.in percentages were 15.3 % and 15.4% for the nine months
ended September 30, t 998 and 1999, respectively.
AH Star Cafe, Inc. (" AJI Star") had entered into a twenty.year lease wlth 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 $1.0 million per yw, paid in equaJ
monthly installments. tn addition, Alt Star was to pay percentage rent in an amount equal to the difference, if any,
bcrneen (i) 8"/a or All Star's-gross sales made during each calendar month during tlle first lease year, Wo or All Star's
gross sales made during each calendar month during the second lease year and 10% of All Star's gr0$$ sales made
15
'i:luringeacb calendar month during the third through the twentieth lease years. and (ii) one-twelfth of the annual basic
rent. The All Star C.afe opened in Much 1997.
On September lS, 1999, an agreement v.as reached between Taj As.sociate.1, All Star and Planet Hollywood
lnlema1ional. Inc. to terminate the All Star Cafe Lease effective September 24, 1999. Upon termination of the All Star
Cafei.-, all~ ;Ut<:rarloos and All Stu's P""'nal prop<II)' wilh Ille exception of Specialty Trade Fixl=s
bo:ame the prop::rty of Taj Associates. Specialty Trade FlxtutC$, wb.ich Ulcluded 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 1;:harg:e. Taj As.sociat=;; recorded the estimated fair
market value of these as.sets in other revenue based on an independent appraisal in the amount of $17 ,200,000.
:s~uent to the expiration of the tlO day period, Taj Asro.;;iates iati:nds to continue op¢n1ting the facility as a theme
ccstaurant tent.advely to b¢ named Trump City Cafe.
Ganting e;icpenses were $598,238,000 for the nine months ended Septe.tnbef 30, 1999, a decrease of $9,663,000 or
J.6o/ofrom $607,001,000 fortbeo:imparable period in 1998. Thlsdecrease is primarily due to lower promotional costs
in 1999.
General and administrative expenses were $209,212,000 for the nine months ended September 30, 1999, an increase
of$8,664,000 or 4.3% from $200,548,000 for the comparable period in 1998, This increase is pritnarily UlC result of
higher entmairunent and insurance coru: at the Atlantic City properties and increases in corp0rate development costs
\'i'hich were deferred prior to 1999.
On October 4, 1999, TIICR closed Trump World's Fair. The estimated cost of closing Trump World's Fair is
$128,375,00'.I which includes S97.682.000 for the writed0\.\-1\ of the assets and $30,693.000 ofcosts incurred and to be
incurred in connoction with the closing and demolition of the building.
Non-operating expense inc:ludt.'S the $1,334,000 jury sctt1cn1ent a\varded on M'arch 3, 1999 to residents of Indiana
who had asserted c:laims to ownersh.ip of 7.$% oft11e value ofTrun1p Indiana.
Seasonality
The casino industry in Atlantic City and Indiana is seasonal in narure; accordingly, the results of operations for the
three and nine month periods ending September 30, 1999 are not necessarily indicative of the operating results for a
full year,
The Private Securities Liti_gati(ln Refonn Act of 1995 provides a '·safe harbor" for foNard·looking statements so long
as those statements arc identified as forward·looking and are accompanied by meaningful cautionary statements
idt:ntifying imporu:mt factors that could cause acrual results to dilTer niaterially from those projected in such statements.
In oorulection """ith certain forward~looklng statements contained in this Quarterly Report oo Form 10-Q and those that
may be made in the future by or 90 behalf of the Registrants, the Registrants note that there are various factors that could
cause actual results to differ materially from those set fonh in any such forward~looking stalemenlS. The forward~
looking statements oontained in this Quarterly Report were prepared by management and are qualified by, and subject
to, significant business, economic, competitive, regulatory and other wtcertainties and contingencies. all of which are
difficult or ~Ole to predict and many of which are beyond the control of the Registrants. Accordingly, there can
be oo assurance that the forward..tooking statements contained in this Quarterly Report will be realized or that actual
results will not be significantly higher or lower. The statements have not been audited by, examined by, compiled by
or subjected to ag.reed-upon proc:edures by independent accountants, and no fltirdiW'tY bas independently verified or
revieY•ed such statements. Re.aders ofUtls Qu.anerty Repon should consii:1er these facts in evaluating the information
contained hcn::in. In addition. the bu.sine$ and operntions of the Registrants are subject to substantial risks which
increase the WlO:!rtainry inherent in lhe forwlilld~looldng statements contained in this Quarterly Report. The inclusion
of the forward·looking staiements contained in this Quarterly Report should nol be nigarded as a representation by tbe
Registrant or any other person that the forward~looking statements contained in the Quarterly Rep0rt v.ill be achieved.
In light of the foregoing, readers of this Quarterly Report are cautioned not to place undue reliance on the forward·
looking statements contained herein.
16
Management bas reviewed the disclosure requllements fot Item 3 and. based upon mCR. 'IHCR Funding and rnCR
Holdin~' CUJmll QPital strud.UTe, scope of operations and financial statement structure, management belim!$ th.at such
disclosure is not v.arrant.ed at this time. Since conditions may change, THCR. THCR Funding and THCR Holdings v.i.ll
periodically review their complianec: with this disc:losurc requirement to the extent applicable.
General. ntCR and certain of its employees have been. involved in various legal proceedings. Such persons
are vigorously defending: the allega1ions against them and intend to contest vigorously any fUtu.rc proceedings. In
general, 1HCR has agi:wj to indr:mnify such persons against any and all losses. claims, damages, expenses (including
~le costs.. disbursements and counsel fees) and li:t>ilities (Including amounts pa.id or incurred in satisfaction of
settJemcnts, judgments, fines and penalties) incurred by them in said leg.al proceed..ings,
$1einer A<:tiM. On or about JuJy 30, 1999, William K. Stcinl:::t, a stockholder o!THCR, filed a derivative action
in the Court ofChancery in Delaware (Civil Action No. 1733GNC) against each member of the Board of Di.rectors of
TifCR. The plaintiff claims that the directors breached their fiduciary duties by approving certain Joans from TIICR.
to Trump. The complaint seeks to rescind the loans, and also seeks an order requiring the defettdants to a@uru to
THCR. for losses and damages allegedly resulting fronl the loans. The defendants believe that the suit is without merit
and on October l, 1999, defendants moved to dismiss the complaint The parties have not yet established a briefing
schedule with respect to the motions.
Various other legal proceedings are now pending against THCR. Except as set forth herein and in n!CR's
Annual Report on Form lO·K for the year ended Deeembcr 31, 1998, IBCR considers all ruch proceedings to be
ordinary litigation incident to the character ofirs business and nol material to its business or financial condition. TiiCR
believes that the resolution of these claims, to tlte extent not covered by insurance, will not. individually or in the
aggregate, have a material adverse effect on its financial condition or results of operations ofTIICR.
From time to time, Plaza Associates, Taj Associates, Castle Associates and Trump Indiana may be involved
in routine adrninistrat.ive p~gs involving alleged violations otcenain provisions otthe Nev• Jersey Casino Control
Act (the" Casino Control Act") and the Indiana Riverb¢at Gambling Act, as the case may be. liowever, management
believes. that the fin.al outcome of these proceedings will not, either ind.i\idually or in the aggregate, have a material
ad:vef'S¢ effect on TIICR 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 Conuol Act or the Indiana Riverboat
Gan1bling Act, as tlte case ffi<iY be, for the operation of Trump Plaza. tlte Trump Taj Mahal, Trump Marina and the
Trump lndiana Riverboat, respectively.
Al the 1999 Annual Meeting of shareholders on August 27, 1999, the stockholders of TIICR voted on the
following two proposals:
Proposal I. The stockholders ofIBCR re-elected each of tlte Directors of nICR. The number ofvotes. cast
for each of the no1ninees \>.'etc are follo\\-s:
Common Stpck
EP.r withheld
All J,000 sh.arcs of Class B Common Stock were voted in favor of Proposal I.
PropoSal 2. The appointment of Arthur Andersen'll.P as: lhe independent public acc.oontants of1HCRCor
lh<fucal)':OJ:codiJ!g°"""1bof 31, 1999,... ratificdbya VOO:of34,ll2,ll4 sJlatcs oCCommon Sto<:kfor, and ISS,964
shares against. with 149,039 share$ abstai ing.. All 1,000 shares afClau lJ C.Ommoa Stock were voted in favor of
0
Proposal 2.
a. Exhibit.I:
(1) Filed only with the Quarterly Report on Fonn 10-Q ofTIJCR for the quarter ended September JO, 1999.
(2) Filed only with the Quarterly Report on Form 10-Q ofIBCR Holdings and lHCR Funding for the quarter
ended September 30, 1999.
The Regi.strants did not file any Current Reports on Form 8·K during the period beginning July l, 1999 ending
September 30, 1999.
18
SIGNATURES
Pt.ln:ua.nt to the requircmcntS of the SOCurities Exchange Act of 1934, as amcn&d, the registrant has duly caused this
report LO be signed on its behalf by the undersigned tb~unto duly authorized,
19
SIGNATURES
. '
Pur.;uant to the requin:mcnls of lhc Securities Exchange Act of 1934, as amecded, the registrant has duly causal this
report to be signed on its bebaltby the undmigned thtreunto duly authorlud.
Date: November4, 1999 By: TRUMP HOTEL.S & CASINO R.EsoRTS, lNC.,
its general partner
20
.'
••
SIGNATUR£5
Pursuant to the rtquirements of the Securities Exchange Act of 1934, as amended, the registrant bas duly caused this
report to be signed on its beb.alf by the undersigned thereunto duly authorizt:d,
2l
Page 3
BODY:
Mirage Resorts (NYSE: MIR) announced today fi:t"st quarter earnings of $0. 28
per share before charges associated with preopening and related promotional
costs, an increase of :27% ove:r:· the $0.22 per share earned before an
extraordinary loss in the prior-year period. Total revenues rose 7J%, while
operating cash flow (EBDIT) increased 70%.
The growth in revenues and operating profit was attributable primarily to the
company's Sellagio resort, which opened on October 15, lSSS and generated $282
million of total revenues in the first quarter. Mirage Resorts believes this to
be the highest qua:rterly revenues of any casi.no in Nevada history. Its
non~casino rev011ues in the quarter of $145 million are thought to be the highest
such revenues of any resort in history. The company's Reau Rivage resor.t on the
Mississippi Gulf Coast also opened successfully on March 16, 1999 and
contributed to the increase in revenues for the quarter.
The company-wide table games win percentage was 20. 2%, versus
Page 6
PR Newswire, May 10, 1999
expense (0.ll)
~xtraordinary loss on early retirement
of debt (O. 02)
Cumulative effect (to January l, 1999)
of change in method of accounting
for preopening costs (0 .16)
Net income per share $0.01 $0 .20
LANGUAGE: rnNGLISH
BODY:
Ap;r;i._l ;za, l.9.9.9···Park Place Entertainment Corp. (NYSE;PPE) reported net income
and diluted earnings per share before pre·opening charges of $ 49 million and $
0.16 for the first quarter ended March 31, 1999, compared with pro forma net
income of $ 43 ~illion and diluted earnings per share of $ 0.14 for the first
quarter of J.999.
The 1999 increase wa$ driven by strong operating performance in the Western
and regions. In the Western region, EBITDA increased 26 percent and 59
Mid~south
percent at the Flamingo Hilton Las Vegas and the Las Vegas Hilton, respectively.
Western Region
premier location, brand name and successful penetration of the market segment it
targets.
The Las Vegas Hilton reported ~eITDA of $ 27 million in the first quarter of
1999, compared ~ith last year 1 s $ 17 million. Continued success in marketing
through international- and domestic-sales networks increased table game drop by
15 percent over last year. A 7- percentage-point increase in hold levels also
contributed to the improvement in the quarter.
sally's Las Vegas reported EBITDA of $ 24 million for the first quarter. of
1999, roughly flat. with last year's $ 25 million as higher slot handle offset an
iPcrease in operating expenses.
"Las Vegas is a deep market that has proven its ro0:silience over the years,
and we expect it ta grow with the recent supply additions over the next 12-18
months, " said Gold.berg.
Eastern Region
Bally's Park Place reported EBITDA of $ 33 million for the first quarter
1999, down from$ 37 million in the prior year. The lower EBlTDA reflects· a
lower: hold percentage and higher marketing costs.
The A'.:lantic City Hilton generated $ 6 million in EBITDA for the first
q\tarter, up from $ 4 million in the first quarter 1996. This property continues
to focus on providing an upscale experienc~ and ~ttracting a higher~end customer
base.
Mid-south Region
Grand Gulfport reported $ 10 million in E8ITDA for the first quarter 1999,
in line with last year's results. Construction on the GOO-roam Oasis Hotel
addition at Gulfport remainc on budget and should open later in the summer,
International
Page 5
Business Wire, April 28, 1999
corporate Items
Meanwhile, in the capital markets, Park Place bought back approximately 1,7
million of its shares in 1999 at an ave1·age price of $ 7. 50 and .acquired
appr8ximately one-third of the outstanding Aladdin Gaming ~oldings bonds at a
steep discount to face value.
On Dec. 31, 1998, Park Place Entertainment was created through the tax-free
distribution of Hilton Hotels Corp, 's gaming division to its shareholders and
the subsequent merger with the Mississippi operations of Grand casinos Ine.
The financial information for the 1998 period is presented on a pro forma·
basis as if the Dec. 31, 1998, distribution by Hilton and subsequent merger with
the Grand Properties had occurred on Jan, i, 19~8. The company believes the pro
forma information is a more meaningful presentation than the historical results
for comparative reasons.
In 1999, the company will own or have an interest i:1 17 gaming properties
located throughout the United States and in Australia a~d Uruguay, with a total
of l.4 million square feet of gaming space and approximately 23,000 hotel rooms,
and their intended results, and similar statements concerning anticipated future
events and expectations that are not historical facts. The forwardMlooking
statements in this news release are subject to numerous risks and uncertainties,
which could cause actual results to differ materially from those expressed in
or implied by the statements herein. Additional information concerning potential
faetors that could affect the company's future financial results is included in
the company's J\nnual Report on Form lO~K for the year ended Dec. 31, 1998, ~o~
March 31,
lSISISI 1998
Corporate expense 8 a
Operating income 119 109
Net income $ 45 $ 41
March 31,
1999 1998
WESTERN REGION
Flamingo Las Vegas $ 32 $ 25
Bally's Las Vegas 24 25
Las Vegas Hilton
Other "
12
17
13
95 80
EASTERN REGION
Bally's Park Place 33 37
Atlantic City Eilton
39 ' 4
41
MID~SOUTH REGION
Grand :ailoxi 20 18
Grand Tunica 13 11
Grand Gulfport 10 lO
Other 11 9
Regional Overhead 12 I 171
52 41
INTERNATIONAL
Uruguay and Australia 15
March 31,
19.99 l.998
WESTERN REGION
Average Daily Rate $ 82
occupancy Percent.age
••• $ "
86%
EASTERl.J RP:G!ON
Pages
Business \Vire, April 28, 1999
MID-SOUTH REGION
Average Daily Rate
Occupancy ~ercentage
INTERNATIONAL
$
...
60 $ 58
90\
Today's News On The Net - Business Wire's full file on the Internet
URL, http://WWt;.·husinesswire.com
LANGUAGE: ENGLISH
PR Newswire
BODY:
Chuck Scharer, president and chief executive officer of Harveys Casino Resorts announced today that for the first
fiscal quarter ended Febni11ry 28, 1999, the company posted net inco1ne, excluding merger related costs and non
recurring items, ofSI.9 million, on net revenues of$75.6 million, a ne\v fir!it quaner record, compared to net income of
$1.5 million on net revenues of$68.8 million for the same period a year ago. Jn addition, the company achieved a first
quarter record EBITDA (operating income, excluding non-recurring items, plus depreciation and amortization) ofSJ4,7
mil Hon <:ompartd to last year's $11.9 million for a 23.9% increase,
The first qw1rter results (or 1999 have been adjusted to exclude the combined effects, net of tax, of$13.8 million of
merger related costs anct non-recurring items and S869,000 for the loss on the early retirement of debt.
lnduding the effects of these merger related costs and non-recurring items, net of tax, the company posted a first
quarter net Joss of$12.7 million.
"The results for our first quarter of 1999 are very satisfying," said Scharer. "On February 2, 1999 \VC were elated to
announce the completion of the merger between llarveys Casino Resorts and an affiliate of Colony Capital. Inc, In
completing this merger, the company amended its bank facility and bond indenture and in so doing incurred costs that
must be reflected in our operating results for this quaner. Jf we exclude these costs, the company once again achieved
record quanerly resuhs," Scharer added
fo'Unded in 1944, Han·eys Casino Resorts oper;ttt!s Harve)'S Resort Hotel/Casino, a AAA Four-Dii\mond full-service
resort at Lake Tahoe, Nevada; Harveys \\lagon Wheel lfotel/Cusino in Central City, Colorado; and llarveys Casino
Hotel in Council Bluffs, lo\va. '
Harveys Cashio Resorts press releases are available through Company Ney.·s On-Call by fax, 800-7.58-5804,
cxten~ion
349787, or at http://wy.·w,pmewsv•ire.com/(I1VY).
{unaudited)
EBITDA(a)
Hirveys Resort $5,702 $4,555
He.rveys \Vagon Wheel 3,324 4,126
tlarveys Casino Hotel 8,417 6,294
Corporate and Development (2.7l6) (3,084)
Total EBITDA $14,727 $11,891
LANGUAGE' ENGLISH
Correction Appended
HEADLrNE: Hollywood Park Reports Record lst Quarter Revenue and Earnings;
Highlighrs:;
* Earnings before interest, tax:es, depreciation, amortization and non- recurring expenses increas:td to $35.9 million
from S8,7 million in the first quarter of 1998. •Revenues for 1999's 1st quarter \Vere $172 million, an increase of 120%
over the 1998 quarter. • Earnings Per Share increased to $0. 16 in 1999's first quarter from a loss of ($D.05) in the 1998
quarter.• Churchill Down~ signed a definitive agreement on May 5, 1999 to acquire the Hollyn·ood P:ai-k race track for
S140 million in cash, with the closing expected in the third quarter of l 999.
BODY:
Holl)'\YOod Park, Inc. (NYSE: HPK) today reported higher earnings before interest, taxe~, depredation, amortization
and non-recurring expenses ("EBITDA"), revenues, and net income for the first quarter of fiscal year 1-999, ended
Match 31, 1999 conipared to the same period in 19.98. These improved results reflect the acquisition ofCa$Jno Magic
Corp. on October 1$, 199$ {recorded under the purchase method of accounting),- \Vhich sho\ved significant
improvements in revenue and EBlTDA over its first quarter 1998 results. In addition, each of Holly"·ood Park's other
casino and card club p1ope1tics posted improvements over their prior year EBITDA performance.
For the first quarter, EBJTDA for all' operations was $35.9 million, compared to $8.7 million for the first quarter o(
1998. Revenues for the first quarter were $172 million, an increase of 120~1.. Net incon1e increased in the quarter lo
S4.l million con1pared to a loss in 1998's first quarter of(Sl,2) million. Hollywood Park earned $0.16 per basic and
diluted share in the 1999 quarter over a loss of($0,05) per basic and diluted share in 1998's firsl quarter.
The strong perfonnances at the Boomtovm properties retlecc various accomplishments, including the ne\v hotel and
expanded gaming floor at the Reno, Nev. location, a full quarter of earnings from the larger rivetboat at the New
Orleans property, and gr0\\1h In the local market in Bilox.i, Miss. (benefitting both the Boomtown and Casino Magic
lo.cations). The increase in interest expense in 1999 cornpared to the tirSt quarter o( 1998 is due to the assumption of
Casino MagJc debt and the ne\\' Senior Subordinated Notes issued in February, 1999.
"Our strong financial perfom1ance \Vas lhe outcome of several fa.::tors, all of which reflect progress in accordance with
our strategic plan,'' said R.D. Hubbard, Chaitman and CEO of Hollywood Park. "This quartet includes the contribution
from the properties we acquired last October in the Casino Magic a<.:quisition and improved results at our other casinos
and card clubs,"
Churchill Downs Acquires Holly.vood Park Racetrack
On May 5, 1999, Hollyv.·ood Park and Churchill Do\vns signed a definitive
agreement for Churchill Oo~vns to acquire the Holl~·ood Park race track in
lngle,vood, California, and a n1ajority of the surrounding acreage.
The Ho!Iywood Park assets 'Viii be sold to Churchill Do\vns for $140 million
in cash. The transaction is subject 10 certain closing conditions, including
th<:> approval of1he California r1orse Racing Soard, and is expected to close in
the lhird qua11er of 1999. Churchill Down$ will acquire 240 of Hol l)'\YOOd
Park's 378 acres at the southern California landn1ark. Included in the
acquisition will be the Hollywood Park Race Track, real es1ate related to the
racing operation, and the l-Io!lywood Fark casino. Churchill Do·wns will grant
Ho\lyv.·ood Park a \ong·term lease •Vith a renewal option at a lease rate of$3
million per year for the casino.
"This transaction is a major step toward the attainment of our corporate
objective of focusing on the growth of our gaming businesses. The Boomtown
and Casino Magic acquisitions, the investments made in 1998 and early in 1999
for hotel construction and other improvements, and our strengrhened financial
position through our debt refinancing should produce continued grotvth for
Hollywood Park in 1999 and beyond," remarked R.D. Hubbard, CEO of Hollywood
Park.
Hollywood Park is a diversified gaming company that owns and/or operates
eight casinos (four with hotels) and two card casinos at twelve locations in
Nevada, Mississippi, Louisiana, California, Arizona, and Argentina, and two
pari~mutuel horse racing facilities, one of which is the subject ofa pending
sale transaction. The Company has a!so been approved to receive a license to
conduct riverboat gaming on the Ohio River in Indiana and has begun
development ofa hotel/casino and golf resort at a site in s ....·itzerland County,
Ind,, 35 miles south~vest of Cincinnati, Ohio. In addition to the Company's
operating properties, Hollywood Park has significant excess !and available for
future :sfJ!e or development at four of its properties.
{The Private Securities Litigation Reform Act of J 99.5 provides a "safe
harbor" for forward-looking statements. Forward-l_ooking information involves
important risks and uncertainties that could significantly affect future
result$ and, accordingly, such results may differ from those expressed in
f(H\l'ard-looking statements made by or on behalf of the Company, including
statements rcla1ed to the ongoing performance of the BoomtO\Vn and Casino Magic
properties or the ~ale of the Holl}'"\l'ood Park race track. For rnore inforrnation
on the potential factors that co11ld affect the Company's financial results,
reviev» the Comp:iny's filings \Yhh the Securities and Exchange Commission,
incl1.1ding the Company's annual report on Fonn IO·K and the Con1pany's other
tilings vdth the SEC.)
Revenues:
Hollywood Park, Inc.~ Casino Division $14,025 $13,211
Crystal Park and HP Yakama, Inc, 589 JOO
Boomtown Reno 14, 142 13,435
Boomto\vn New Orleans 25,721 22,695
Boomto\vn Biloxi 17,799 15,873
Casino Magic Bay St Loui:s, 22,963
Casino Magic Biloxi 24,631
Casino Magic Bossier City 33,852
Casino Magic Argentina 5,327
Hollywood Park Race Track 5,465 5,478
Turf Paradise, Inc. 6,786 6,810
Holl)"vood Park, Inc.~ Corporate 698 354
171,998 78,157
Expenses:
Hollywood Park, Inc. ~Casino Division 11,839 11,707
Crystal Park and HP Yakama, Inc. 26 46
Boomtown Reno 13,198 14,299
Boomtown New Orleans 17,269 15,796
Boomtown aitoxi 14,086 ll,354
Casino Magic Bay St. Louis 16,753
Casino Magic Biloxi 17,587
Casino Magic Bossier City 25,477
Casino Magic Argentina 3,155
Hollywood Park Racetrack 7,184 7,242
Turf Paradise, Inc, 4,205 4,374
Hollywood Park, Inc. -Corporate 5,307 2,657
116,086 69,475
Non-recurring expenses:
Pre-Opening costs- Indiana Riverboat Project 707
Real Estate lnvestmenc Trust restructuring 469
Depreciation and amortization:
HollY'vood Park, Inc,· Casino Division 665 698
Crysta! Park and HP Yakama, Inc, 485 510
Boomtown Reno 1,659 1,469
Boomtown New Orleans 1,425 1,191
Boomtown Biloxi 993 882
Casino Magic Bay St. Louts 1,438
Casino Magic Biloxi 1,739
Casino Magic Bossier City 1,889
Casino Magic Argentina 372
Holl)"\\'Ood Park Race Track 1,090 1,065
Turf Paradise, Inc. 295 296
Holl)"\\'Ood Park, Inc., Corporate 1,317 444
13,367 6,555
''
.' Operating income 21,8)8 1,658
• I
(in ihousands)
1999 1998
(unaudited)
A~sr.t'!:
Cash and short-tenn investments $\ 07,989 $47,413
, I CORRECTION:
In CGTU036, Hollywood Park (NYSE: HPK) Reports Record Ist Quarter Revenue and Earnings, moved earlier
today, we are advised by a representative of the company that in th.e tabular material titled HOLLYWOOD PARK, INC.
CONDENSED CONSOLlDATED BALANCE SHEETS, the column heading should read "March 31, 1999
(unaudited)" and "December 3 t, 1998" rather than MThree M:onths Ended March 31, 1999 and 1998 (unaudited)" as
originally issued,
' I
I Also, the line item for Total liabilitie$ and stockholders' equity for March 31, 1999 should read "$962,047" rather than
''$562,047" as lncorreetly transmitted by PR Ne\\o'Swire. The corrected table follows:
HOLLYWOOD PARK, INC.
' I CONDENSED CONSOLIDATED BALANCE SHEETS
(in 1housand$)
'l
March 31, December 31,
I999 1998
(unaudited)
Assets
Cash and short·tenn iovestmen\s $107,989 $47,413
Other assets 251,727 241,014
Fixed assets 602,331 602,912
Total assets $962,047 $$91,339
LANGLIAGE: ENGLlSH
BODY:
Mandalay Resort Group (NYSE; MEG) today announced its results for the second
quarter ended July 31, 1999. For the quarter, the company reported earnings per
share on an operating basis of $.29 against $.27 in the same quarter last year,
The quarter included write-offs of $4.3 million for preopeni.ng expenses for the
company's joint venture casino project in Detroit, slated for a fall debut, and
its timeshare project in La$ Vegas, which reduced per-share earnings to $.26.
Among the company's strongest performers in the quarter were the Gold Strike
in Tur1ica, which turned in a record $9.6 million in operating cash flow (versus
$7.9 million) and the Grand Victoria (Sot owned by Mandalay) in Elgin, Illinois,
which posted $23.2 million against $19.4 million in the second quarter a year
ago. The recent legislation in lllinoiG permitting dock~ide gaming has been a
positive force for casino revenues at the Grand Victoria.
For the first half of this fiscal year, the company has
produced approximately $280 million in operating cash flow, a record pace set to
Page ts
PR Ne\Yswire, August 24, 1999 FOCUS
PR Newswire
HEADLfNE: The Sands Regent Announces Improve<! Fiscal 1999 Second Quarter Earnings
BODY:
The Sands Regent (Nasdaq: SN DSC) today announced results for the fiscal 1999 second quarter ended December
ll, 1998,
The Company reported a net loss of $619,000, or $.14 per share for the second quarter, \vhich is an improvement over
the prior year second quarter loss of $1.3 million, or $.28 per share. Net operating income also i1nproved from a loss of
$1.4 mfllfon in the second quarter of fiscal J998 to a net loss of $3 15,000 in the second quarter of the current fiscal year.
Revenues for the second quarter of fiscal 1999 were $13.2 million, as compared to $13 .5 million for same quarter of the
prior fiscal year,
Improvements in net earnings and income from operations are attributable to both the Sands Regency and the Copa
Casino, which \l'as sold by the Company on December 23, l998. The Sands Regency reduced its net loss from
$810,000 in the sei;ond quarter of fiscal 199& to $659,000 In the second quarter of fiscal 1999. The Copa Casino
improved it~ results from a $445,000 net loss in the prior years' second quarter to a net profit of$40,000 for the san1e
period of1hc current year. Earnings improvements at the Sands Regency are directly attributed to improved methods of
opera1ions and increased efficiences.
Ferenc 13. Szony, Pre~idcnt and CEO of The Sands Regent commented, "We are pleased with our improved operating
result~at the Sands Regency, particularly during this quarter which has traditionally been a very soft quarter in the Reno
market. We believe th;it our efforts to improve the \vay \.Ve operate are paying off. Throuzh effective cost controls we
have improved operating margins on slightly lower revenues.
"We anticipate that 1he remainder of 1999 will be a challenging year with further pressures on our revenues. This is
the one year out of three in \vhich Reno \\'ill not be hosting a major !ong-tenn bo111·1ing event that has been very strong
for our Reno property. Furthermore, there arc several new mega~resorts opening in Las Vegas in next tweh·e months.
Some of our visitors will likely take fewer trips to Reno this year in order to experience these 'must~see' facilities.
"Nonetheless, we remain optimistic about our futu~e. We are continuing to improve our operating practices and
imple,11ent further cost controls. Additionally, we are pursuing aggressive promotional strategies to attraet both loeal
patrons and new vi~itors from Northern California, a prime target marke1 for Reno. This promotional campaign
ineluCes significant radio and print advertising as \Veil as tailored value:-added packages ,.,.hich reward guests for staying
and gaming with us.
"As previously announced, \ve recently sold our Mississippi operation, the Copa Casino, for $8.5 rnillton. We are
pleased that this sale has resulted in the successful settlement of costly and protracted litigation. It also allows us to
concentrate our effons on our Reno property and on exploring other opportunities to enhance shareholder value. In
addi1ian to improving our balance shee1, terms of the Copa sale will yield The Sands Regent a cash flo\\' of
approximately $750,000 in this year and $500,000 per year 1hereafter, until ihe full pur<:hase price of $8.5 million has
been 1eceived.
.'
. I
The Sands Regent owns and operates the Sands Regency Hotel and Casino in downtO\Vn Reno, Nevada. The Sands
'' Regency is a 1,000 room hotel and casino with 27,000 square feet of gaming space offering table games, keno and slot
machines. tn addition to complete amenities and on-site brand-name restaurants, the Company's property also includes
a 12,000 sq1.1are foot convention and meeting center which seats close to I000 people.
Statements contained in this release, which are not historical facts, are "forward-looking" statements as contemplated
by the Private Securities Litigation Reform Act of l995. Such forward-looking statements are subject to risk$ and
uncertainties, which <:ould cause actual results to differ materially from those proj('Cted or itnplied in tile forward·
looking statements.
THE SANDS REGENT
FINANCIAL HIGHLIGHTS
(In thousands except per share data)
Comparative Prope11y
Financial Highlights
Revenues
The Sands Regency(Reno) $7,393 $7,723 $15,897 $17,281
Copa Casino (Gulfport) S,815 5,787 11,453 11,571
Income (LO$s) from Operations
LANGUAGE: ENGLISH
BODY:
While Donald ~rump has the media buzzing about a possible presidential rl,Ul,
Wall Street is bu~zing about a story that's a lot less flattering for The
Donald.
Some analysts and inventors in Trump Hotels & Casino Resorts Ine. think the
company either pulled ~ fagt one when reporting its third-quarter earnings, or
its accountants have a very creative definition of revenue.
The company last week pasted what looked like impressive earnings - 63 cents
a share, excluding a one-time charge - but they were boosted significantly by
$17 million listed as "other revenue" in a press release.
When analysts discovered that the "other revenue" was actually a on•·timoa
gain - which may not be worth $17 million anyway - there were some angry phone
calls to Trump execs.
"It's confusing and I think it's misleading to have it as revenue," said Mai·k
Levin, an analyst at Imperial Capital. "They created a lot of ill-will and now
they have a lot to prove to the investment community."
The $17 million in question is an All-Star Cafe in the Taj Mahal casino that
was turned over to Trump when Planet Hollywood - which owns the chain ~ w~nt
bankrupt.
But naniel Davila - who covers the company for Southcoast Capital, and was
with Trump CEO Nicholas Ribis when the exec found out about it ~ said he thought
it was nothing more than an error.
Page6
The New York Post November 2, 1999, Tuesday
A spokesman for Trump Hotels & Casino Resorts did not return calls. Shares
closed at 45/16 when the earnings were <mnounced Oct. 25, but had slid to 33/4
.' yesterday, down l/S for the day .
GRAPHIC: THE DONALD: Analysts who examined Trump Hotels and Casinos• earnings
report had doubts about the accounting methods used. New York Post: David Rentas
LANGUAGE: ENGLISH
' '' .l
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l l
UNITED STATES OF AMERJCA
Before The
l) SECURITIES AND EXCHANGE COMMISSION
Northeast Regional Office
ll
11 In the Matter of
Il
:I
!I
WELLS SUBMISSION FILED ON
BEHALF OF TRUMP HOTELS
Il & CASINO RESORTS. INC
l
WILLKIE FARR & GALLAGHER
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
J Richard L. Posen
Thon1as H. Golden
J
CONFIDENTIAL TREATMENT REQUESTED
, l
,_,.
' I
Before The
' !
-------------------------------------------------------------- x
In the Matter of
L
!NJJS.QQ\LC.I!QN
On October 25, 1999, Trump Hotels & Casino Resorts ("THCR" or the
"Company") issued a press release (the "Earnings Release") concerning its third quarter results.
The Earnings Release accurately reported $403 million in net revenues, and a loss of $67
million, for the qua11cr. In accordru1ce with written ad vice from Arthur Andersen, THCR's
As part of ongoing discussions to resolve the Staff's inqwiries without enforcement action, THCR subinits
th ls memorandum pursuant to Section 202.S(c) of Title 17 of the Code of Federal Regulations. The
existence and contents of this men1orandu1n are entitled to confidential treatment pursuant to 17 C.F.R.
§203.5 and are ei.;empt fron1 the disclosure requirements of the Freedom of Information Act pursuant to 17
C.F.R. §200.80(b)(7) and 17 C.F.R. §200.83.
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793908.5
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reported net revenues included $17.2 million of non·recurring operating income (the "All Star
' I
Gain") resulting from THCR's acquisition of certain assets in connection \Vith the lease
That the numbers in the Earnings Release are accurate and that the accounting of
, I
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.I the $17.2 million All Star Gain is correct are not in dispute. Nonetheless, the Staff seeks
. I permission to commence an injunction action against ~rHCR,lrbHPJ,.:biai-:cJ
violations of
. I
I Section l O(b) and Rule 1Ob-5 arising out of statements made in the Earnings Release. The
Staffs proposed action would be based on the fact that the Earnings Release, \Yhile accurate) did
not include a separate state1nent that THCR 's total net revenues included the non~recurring All
Star Gain. The Staff also contends that THCR committed a separate lOb-5 violation v.:hen, in
advance of the filing of its 10-Q (containing the details of the AH Star transaction), it informed
the market of the All Star Gain by contacting analysts directly rather than by issuing a
inappropriate in this case and that a close review of the facts and the prevailing law, and the
application of administrative discretion, should result in a detennination that the conduct at issue
here falls far short of what Section !O(b) and Rule !Ob-5 were designed to address. The
omission of a separate statement indicating the non-recurring nature of the All Star Gain was not
a fraud; it \Vas, at worst, a n1istake or error in judgment. It was not intended to deceive and there
is little if anything in the record to suggest that any investor was deceived. Indeed, in light of the
fact that THCR reported a loss of $67.5 million in the third quarter I 999, the failure to break out
-2
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793908.S
'I
the $17,2 million All Star Gain did not mislead anyone as to the Company's profitability for that
' ''
quarter.
: I As discussed more fully below, the following factors all militate against the
, I
application of Rule !Ob-5 in this case:
' I
I
• There was no intent to mislead investors; at t11e time of the Earnings Release,
' I
THCR officials intended to discuss the All Star Gain in the Company's I O·Q,
' which they knew would be filed just a few weeks later.
' '
• None of the "badges" of fraud traditionally associated with 10b~5 enforcement
action arc present here. Thus, there \VOS no insider trading by any THCR
official, nor was there any other transaction by v~1 hich THCR or any of its
officials benefited based on a misimpression as to THCR's third quarter
' '
results.
• Nor were the "books cooked" as is common in many recent financial fraud
cases. The accounting treat1nent of the $17.2 million All Star Gain was
appropriate.
• The Earnings Release was factually accurate and did not mislead investors as
to the Contpany's earnings or trends, since the $17.2 million gain at issue was
overwhelmed by THCR's $67,5 million loss that quarter,
• The Staffs suggestion that THCR committed a separate Rule lOb-5 violation
by failing to issue a subsequent press release regarding the All Star transaction
amounts to retroactive (and therefore impennissible) application of new
Regulation FD. \\.'hat is more, even under Regulation FD the mere disclosure
to analysts only, \Vithout more, would not constitute a 1Ob-5 violation.
• There is no risk of repetition. Shortly after the Earnings Release was issued,
THCR, on its own initiative, adopted safeguards requiring all quarterly
earnings releases to be vetted by the audit committee of its board of directors.
In addition, THCR is a good "public citizen'1 with no history of infractions of
any provision of the securities Jaws.
• THCR is a highly regulated company in the gaming industry, Even the mere
commencement ofa fraud action could have far-reaching and tmintended
collateral consequences for the Company and its sl1areholders.
The failure to disclose the All Star transaction in the Earnings Release was the
result of the confluence of several factors. First, the Company had recently decided) without
.3.
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t.I
793908.5
;I considering the All Star Gain, to adopt a more streamlined fonn of earnings release to be
I !
consistent ,..,ith the practices of its competitors. In addition, Company officials were of the view
' ! that the Earnings Release did not need to mention the All Star Gain because the Earnings Release
was accurate and because full disclosure would come shortly thereafter in the Company's lO~Q
1 i , llbl(6) (b)l7J(C\ ~
: i
filmg. ~._ _ _ _ _ _ _ _ _ _ _ _ _ __,;id not fully understand the accounting
treatment of that transaction or its impact on the Company's third quarter earnings.
THCR had nothing to gain by misleading investors through not breaking out the
All Star Gain in the Earnings Release. Neilher THCR nor any of the officials involved in the
Earnings Release sold THCR stock after the press release or stood in any other manner to gain
from a momentary increase in the price ofTHCR stock. And such an increase was bound to be
momentary, as T'HCR>s officials surely would have understood had they considered the issue,
because they knew the Earnings Release would be followed in short order by the Company's
l O~Q. ·rhus, the fraudulent sche1ne that the Staff ascribes tol._(b_J.:.6_1_··:.b_11_71_1c_1_ _ _ _ _ _..Jlwould
not have accomplished anything for them or the Company, and simply \\'ould not have made
sense.
The notion that THCR's officials acted v1ith fraudulent intent is also belied by the
6 11 61 1 110 1
fact tha~L(___'b_'_"___-'lcandidly discussed the All Star Gain with analysts in response to their
inquiries just a few hours after the Earnings Release \Vas issut!d. And, .once THCR officinls
realized that the Earnings Release caused the reaction it did in the investment conununity, they
took prompt steps to ensure that the market was apprised of the one.time gain through a series of
conversations with individual analysts. While these measures did not include the issuance of a
second press release, the Company's response ensured that the market was infonned of the fact
and implications of that gain. In addition, THCR accelerated the filing of its Fonn 10-Q, in
-4
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d 793908.5
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\vhich the details of the transaction were fully discussed. Despite the disagreement of the Start:
' I
those corrective measures were appropriate and adequate.
'. I Finally, there is no evidence to suggest that the problems regarding the Earnings
Release are likely to recur. After the issuance of the Rarnings Release and the investment
, '
'
' ' comn1unity•s reaction to it, the Company adopted significant changes regarding its issuance of
' '
,I earnings releases. 'Most significantly) earnings releases are now reviewed by the Audit
'I
Committee of the Company's board of directors before they are disseminated. An injunction
i
would also have potentially serious ramifications for THCR 1 s ability to maintain its gaming
licenses. The injunctive relief the Staff seeks is not warranted and based on current law would
IL
BACKGROUND
A, The Relevant Parties,
ov.Tis and operates the-Trump Plaza Hotel & Casino (the "Pla7..a") 1 the Trump Taj !v1ahal Casino
Resort (the "Taj Mahal") and the Trump Marina Hotel Casino (the "Marina"), each located in
Atlantic City, New Jersey, as well as a riverboat casino located on Lake Michigan in Indiana
("Indiana"). The Company's executive offices are in New York City, but its business and
. l(b){6,i.(bJ(7J.~C)
2
(bj(&),{b)(7)(C)
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793908.S
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{0)<6 ).<b){7HCl
; ~
, I
, I'
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3.
l(b)(6) (b)(7)(C)
l(b)(6),(b)(7)(C)
!
' I
ro1101.101{1)l-.)
.' I
(tiHti),(b):1 JjC)
. I
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' B. "fHCR Acquires The Leasehold In1provements Of The All Star Cafe Restaurant. And Is
Advised By Arthur Anderson To Record Their Fair Market Value As Operating Income.
In 1997, Taj Associates, a subsidiary of the Company and the direct owner of the
Taj Mahal, entered into a twenty-year lease v.·ith All Star Cafe, Inc. ("All Star"), pursuant to
which All Star leased space at the Taj Mahal in which lo operate an All Star Cafe restaurant {the
"All Star Cafe"). (See THCR's Report on Form I0-Q, November 3, 1999, submitted herewith as
Exhibit A to the Appendix ("App. Ex. A"), at p.11.) The lease provided for All Star to pay Taj
Associates $1 million per year, payable in equal monthly installments. (!!Ll The lease also
recited that All Star would pay THCR additional amounts if the All Star Cafe met certain
revenue targets, but those payment obligations \Vere never triggered. (!s1)
At various points in 1998 and 1999~ THCR had discussions v:ith representatives
of Planet Hollywood 1 Inc. ("Planet Holl)'\vood"). All Star's parent, regarding an early
-6
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..
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79390!:1.5
..
,I (b)(6) (b)\7)(C)
termination of the lease. r, at 24-25.) Those discussions were prompted by Planet
Hollywood's severe financial difficulties and looming bankruptcy filing. The spectre of such a
filing worried IBCR because the All Star Cafe played an important role in the Taj Mahal's
(bH6),{b)(7!(C1 h, .
customer flow and overall business. l · I"· at 30-32.) THCR feared that 1f a
bankruptcy case were commenced with respect to Planet Hollywood, it would interrupt the All
Star Cafe's business, which in tum would disrupt the Taj Mahal's ability to attract and service
I
I
casino patrons. (IQJ Consequently, THCR officials engaged in negotiations v.ith Planet
Hollywood with a view towards ensuring that the All Star Cafe or an acceptable substitute
All Star Cafe's leasehold improvements from Planet Hollywood and operating the restaurant
itsclf. l{bJ(61.(b117)(C 1 ~r. at 17.) In the spring of l 99S, \vhen that possibility \Vas first raised,
THCR sought advice from Arthur Andersen, its rf'gular outside accounting firm, as to the
appropriate accounting treatment of such a transaction. (See id. at 18.) Arthur Andersen advised
THCR that, as long as the company intended to continue to operate the space as a restaurant, it
should recognize as operating income the fair market value of the leasehold improvements. This
advice was reflected in a May 18, 1998, memo fro~\bJl 6 ).(b)\ 7 l(C! pr Arthur Andersen stating:
.,_ _____
~~!Wlcjn!ll.JJ~
~
today by1''"' ·'' i7l<CJ 1 1
To the extent that the Taj Mahal will continue to operate the space
utilized by the All Star Cafe as a restaurant, then the Taj should
recognize[J as operating inco1ne the fair market value of the
leasehold ~.m._proven1ent transferred.
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793908,S
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' ln September 1999, as THCR and Planet Hollywood neared completion ofan
' '
: ! agreement that would result in the transfer of the All Star Cafe to Taj Associates, THCR again
asked Arthur Andersen for its opinion on the appropriate accounting treatment of such a transfer.
I I
' Arthur Andersen responded by sending THCR a copy
i
' I thereby reiterating its advice that THCR record as operating income the fair market value of the
I
'l leasehold improvements. (See i4:.)
I '
On September 15, 1999, Taj Associates, All Star Cafe and Planet Hollywood
reached an agreement pursuant to which, effective Septe1nber 24, 1999, the All Star's lease
would be terminated and All Star v.·ould be relieved of its rental obligations to THCR. In return,
THCR would receive the All Star Cafe's lqasehold in1proven1ents, alterations, and certain
income the fair-market value of the leasehold improvements it received, THCR retained
Appraisal Group International ("AGI") to conduct an independent appraisal of those assets. AGI
appraised the value of the leasehold improvements at $17.2 million. (00001-00004.) Arthur
Andersen reviewed the appraisal report, confirmed certain issues with AGI, and satisfied itself
that the appraisal supported THCR's recording all $17.2 million in third quarter operating
, , l\b)(6).(b)l71(C) h
tflCOffiC as a result of the All Star transaction,"---·_·--~11r. at 30.) Based on Arthur
Andersen's advice and AGl's appraisal, THCR recorded the entirety of the $17.2 million All Star
References are to the Bates numbers of documents produced by the Company to the Staff in connection
with the infonna! phase of the Staffs investig;ition of this matter.
-8
793908.5
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Gain as operating revenue in the third quarter of 1999. THCR's accounting treatment of the All
,( ).( ) '(vl
~~~~~~~~~~~~~~~~~
understood that the All Star transaction
resulted in THCR's recording $17.2 million in operating revenue in the third quarter of 1999.
(b){6) )7) (bH6J.1bJ\7)
{CJ .{ti ' owever, did not. Whil tCJ was aware that the transaction resulted in the Taj
Mahal's acquiring the All Star Cafe's leasehold improvements and other assets, and that those
assets were appraised at approximately $17.2 million, he did not understand that the entire
an1ount of the gain would be recorded as revenue in the third quarter.r61161 ·1biUHC! ~r. at 41·42.)
C. Even With The All Sta;Q~jn, THCR's Loses $67 Million In The Third Quarter.
For the third quarter 1999, THCR recorded total gross revenues of $450.2 million.
After deducting for promotional alto\vanccs, 'fHCR recorded net revenues of$403.l million,
which included the $17.2 million All Star Gain. Thus, the All Star Gain constituted just 3.8
percent of THCR's total gross revenues, and less than 5 percent of its total net revenues. (00103·
00107.)
For the third quarter 1999, THCR posted losses of$67.5 million, or $3.04 per
share. That loss reflects $128 million in costs associated with the Compariy's closing of the
D. THCR Decides To Change The Foqnat Of Its Earnings Release To Match Its
Competitors. Without Considering The Impact Of The All Star Gain.
earnings release that provided a fairly detailed account of the Company's financial perfonnance.
THCR's earlier earnings releases would break out revenues (on a Company~wide basis and also
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'" 793908.5
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by casino) by ''Casino,'' "Rooms/' "Food & Beverage;~ and "Other. 11 Jn addition, the Company
I '
would provide detailed infonnation regarding each Casino's performance in terms of slot
machine play, table game play, and poker, keno, and race wagers. It would also provide
infonnation regarding each casino's number of hotel rooms soldj average room rates, and
' '
occupancy rates. Thus, this format contained a significant amount of information from which
come to release their earnings in a much rnore summary fashion. For instance, \Vi th its May I0,
1999 earnings rclease 1 Mirage Resorts, Inc. changed its fonnat to one which provided less detail
about its performance, and which omitted previously-provided infonnation regarding table
games win percentage, average room rates, and occupancy rate. (See Mirage Resorts 1999 First
Quarter Earnings Release, PR NewS\Virc; i\1ay 10, 1999, submitted herewith as Exhibit B to the
Appendix.) The new Mirage format \\'as considerably less detailed than the format THCR had
historically used.
Similarly, Park Place Entertainment Corp, changed the format of its earnings
release in early I999, and as a general matter issued earnings releases that lacked the kind of
details THCR historically provided. Thus 1 beginning with its April 28, 1999 earnings release,
Park Place omitted disclosure of its table hold percentage rates. (See Park Place 1999 First
Quarter Earnings Release, Business Wire, Apr. 28 1 1999, submitted herewith as Exhibit C to the
Appendix.) In addition, unlike the format THCR had been using, Park Place simply disclosed
~ net
1
revenue1' as a single line item, without breaking it down into its constituent components.
·10
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793908.S
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In addition, other publicly-held casino companies, including Harvey's Casino
' I
Resorts, Hollywood Park, lnc. 1 Mandalay Resorts Group, and the Sands Regent, all issued
: I earnings releases in the first several months of 1999 that simply reported revenues as single line
items for their various casinos. CW Harvey's Casino Resorts 1999 First Quarter Earnings
Release, PR Newswire, Apr. J5, 1999; Hollywood Park, Inc. 1999 First Quarter Earnings
Release, PR Newswire, May JI, 1999; Mandalay Resorts Group 1999 Second Quarter Earnings
Release, PR Newswire, Aug. 24, 1999; and the Sands Regent 1999 Second Quarter Earnings
. I
I
Release PR Newswire, Feb. 16, 1999, all submitted herewith as Exhibit D to the Appendix.)
Over the several months that preceded 'l'HCR's October 25 Earnings Release,
officials, including"lb__ _·"__ _c__ _ _ _~1 observed and discussed the fact that
1 1161 11 711 1
'rHCR
THCR's practice of issuing press releases that were generally more detailed than those of its
lb)(6) (b)ll)(C) (b)16),1b)(7)1C)
competitors put it at a competitive disadvantage. Tr. at 44~46; Tr. at
36·38.)
During the week prior to the issuance of the Earnings Release, Harrah's issued an
earnings release that, consistent with those of other industry leaders, provided a more
streamlined presentation of its financial results than was provided historically by TIICR. In
particular, tiarrah's simply disclosed, by regio~ lump-sum items for «Revenues," "Operating
Profit," and "EBITDA." It did not break out its revenues along the lines of the categories THCR
had used, and it did not disclose the kind of information THCR historically had put out regarding
(b){6).{b)(7){C)
slot and table play and hotel occupancy figures. Upon reviewing the Harrah 1 s release,
'----'
observed that the fonnat would work well for THCR, given THCR's multiple casino properties,
(bH6).ib\(7)1C1 I ,b,1(. (b){l)
and decided to adopt it. (See.l .Tr. at 37; 1c1 Tr. at 44.) Consequently, on
~--~
!_,I
793908.5
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,I (b){6).ib)(7)
October 20, 1999, 1ci aused a fax to be sent to THCR's Atlantic City offices infonning
. I • , (b)(6),(b)(7)(C) ( \ J.\bJ(7)(C)
(b)(6).(b)(/){C)
'
,______, id not have in mind the All-Star Cafe Gain when he decided to change
, , d {b)·~6).·~b)(?) fth . fth . (b)16),ib)(7)1C)
. I
·~bH61.1bl\7HC)
Tr. at 46, 48.) estimony confinned that the All Star Gain was not considered when
{b)(6).(b)(71(C)
' I the Company decided to change the format of its earnings release. · r. at 38, 42.)
(b)(6) (b){7)(C)
I I E. The Passi ilit Of Disclosin The All Star Gai
{b)16J,1bJ{71
Ad vance OfThe lo- ut .~ ecides Not To Do So Unaware Of The Full
fmpact Of The Gain On THCR's Third Quarter Revenue.
disclosing, in advance of the filing of THCR's 10-Q, the All Star Cafe transaction and the fact
Tb)(6).(6)(7J(CJ I_
that it resulted in a gain to THCR. l(b)iBi.ibJ(i){CJ .Tr. at 41-42.)._._
1 _ _ _..JFxpressed the
I
view that the Company should consider making such an announcement, because he saw it as a
• • (bJ\6),\b)(7)(Ci (b)(6),(b)(7J
postttve development for the Company. Tr. at 43.) (Cl (who, as noted
'------'
above, did not understand that the transaction resulted in a $17.2 million gain in the third quarter)
\Vas of the vic\V that such disclosure was unnecessary. (See ii) Such disclosure would be
~,,~,,~,,~(h~),
inconsistent with the desire to streamline the format of the Company's earnings release. (7J(C\
l ·J,lbj(7)
·~Cl id not press the issue further because 1 while he believed disclosure was advisable, he
• , , JOl{61.(b)J71{C)
did not consider it to be required in advance of tl1e 1O~Q filing. (IQJ Moreover,
~----~
understood and agreed with the Company's general desire to streainline its earnings releases.
(b)(6j,(b)(7J:CJ I (b)(i;;) (b)(7)(C)
(Sl e e , T r , at 36.) Thus, because knew that the 10-Q would be filed
1bl\6).{b)i7].~C)
shortly and that it would include a description of the All Star transaction, believed
it was appropriate to defer to his superior on the question of whether it was advisable, from a
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793908.S
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' ' business standpoint, to discuss separately the All Star Gain in advance of the lO~Q. (See id. at
,I
44.)
' I
.' !' F. The Eamjngs Release Is Drafted In New York Without Mention OfThe All Star Gain.
Toward the end of October 1999, THCR prepared its quarterly Earnings Release.
' I
The preparation of the Earnings Release involved THCR's New York and Atlantic City offices,
' ' with the two groups focused on separate aspects of the Earnings Release. The Atlantic City
I I bl ed t hereIevant quarter1y fi1nanc1a. I
offiice, l(b)(6).(b){7){C)
L ._ _ _ _ _ _ _ _ _ _ _ _ _ _ _Jassem
, • , , {b)(6) (b){?)(':.:.1 (b){6).{b)(7){C)
1nformatton and provided 1t to the New York office. Tr. at 51; Tr.
at 36.) The staff in the New York office then put the financial data in the appropriate fonnat for
(b)i ),i )( )l ) (b)l I.lb)( Ji )
inclusion in the Earnings Release. Tr. at 20-21, 37, 44, 48; Tr. at 35;
ib)(6l.(b){7)(C\
"")
Tr. at-'·'· M eanw h"l .~IC::bi!...16-i.l-bi-17-1.r·dl(b)(6).(bl(7i(C)
1 e (C\
'--------' ---------------
.
~prepared the text of the Earnings Release, and appended to that text the financial
6
information prepared from the data provided by the Atlantic City office. {DH 1.Jbi.:?HC) Tr. at 35;
Tr. at 40.)
~--~
The text Qfthe Earnings Release did not mention the All Star Gain. What is more,
as a result of the format change Ll(b_l_(6_1._lb_ll_7_1(C_l_ _ _ _ ___,I in which the company's various
itetns of revenue were collapsed into a single line item, the All Star Gain was not apparent from
net revenues of$403 million for the third quarter of 1999. (See illJ It also accurately reported
that THCR's EBITDA (which the Earnings Release defined as earnings before interest, taxes,
depreciation, arnortization 1 a charge for the closing of the World's Fair casino, and unenun1erated
corporate expenses) \Vas $106.7 million, and that net income increased to $14 million or 63 cents
-!)
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793908.$
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.I per share, exceeding First Call estimates of 54 cents per share. (~ill.) The Earnings Release
did not purport to provide any infonnation regarding the cornponents of the Company's net
'i
revenues, nor did it characterize THCR1 s revenues in any manner.
:i
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• 1bH6J,{bH7j
The Earnings Release also quoted iC) s stating that THCR '"succeeded in
' ''
i ' ' achieving positive results., in the following categories:
(00103.)
results in these categories were accurate. Even \\'ithout the All Star Gain, operating margins on a
Company.\vide basis increased from 22.76 percent for the third quarter J 998 to 23.16 percent for
the third quarter 1999. 2 (00108-00112.) Similarly, on a Company-wide basis, marketing costs
(as represented by "promotional allowances") decreased from $47.685 million in the third
quarter 1998 to $47. 136 million in the third quarter 1999, (See id.) Finally, even excluding the
All Star Gain, non-gaining revenue on a Cornpany-\vide basis increased from $80.9 million in
the third quarter 1998 to $82.7 million in the third quarter 1999. (See ill.)
The Earnings Release did not state that each goal was achieved at each of its
various properties, nor did it purport to quantify the Company's success in achieving these goals.
rbH61,\b)·'7)\Ci
With this in mind,' · ' statement that the Company achieved success in implementing
Calculated as follows: THCR's third qua1ter net revenues (rninus the $17.2 mlllion All Star Gain) were
SSSS.9 million; the Company's EBITDA for that period {again, n1inus the All Star Gain) was $89.4 million;
or 23 .16 percent of revenue, By comparison, the Company's total net revenues in the third quarter 1998
were $391.5 million, and its EBITDA for that period was $90.S million, or 22.76 percent of revenue.
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7939085
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.' ''
those goals is fair and accurate even when viewed on a property-by-property basis. [n this
; i' regard, even without the All Star Gain, non-gaming revenue at the Taj increased from $32.1
: ! million in the third quarter 1998 to $32.4 million in the third quarter 1999; it increased at the
Plaza from $28.8 million to $29.1 million; and it increased at Indiana from $0.8 million to $2.5
million. Only at the Tromp Marina was there a decrease in non-gaming revenue. (See iQJ
' '
Similarly. although operating margin would not have increased at the Taj without
'' .
the All Star Gain, operating margin did increase at the Plaza from 21.3% for the third quarter
. '
'' 1998 to 26.5% for the third quarter 1999; it increased at the Marina from 18.7% to 23.5o/o; and it
increased at Indiana from 12.4% to 14.3%. Finally, while marketing costs increased at the Taj
Mahal and Indiana from the third quarter 1998 to the third quarter 1999, they decreased at the
Plaza from SI 7.8 million to $17 million, and at the Marina frorn $1.7 million to $0.6 million.
(~id.)
lo
l (b)i6),{b)(7){C)
G . f Arthur Andersen Comments On The Draft Press Release. But
OpiQ~?..Qn]y That The All Star 0~.!n..Be Disclosed Jn J'hc Con1pany's tJpcoming 10-0.
•
On Thursday and Fnday, October 21and22, 1 9 9 9 , o fArthur
l\b)(6),\bj(7)(C) I
Andersen and certain of his colleagues were ,.vorking at THCR's Atlantic City facilities to
disinclination to announce the All Star transaction in advance of the lO~Q, and consistent with
the desire to streatnline the Company's ean1ings releases generally, THCR officials in New York
had made the decision not to include the All Star transaction.11bJ(e).ib){JJiC) Irr. at 46.)
-15
,I
!.I
793908.5
:I
' '
Upon receiving the draft press relcase~(biii5J,(bJ( 7 )iCJ ~lso showed it to :i~::~\·lbJ
I , b 6 ,_ l{b){6J,(b)i7)(C) I
l\bJ( 6 ) (b)•. 7 )(C) ITr. at 46.)I1 i: J,:bH?J:ci !fJ.Sked. t.'hy the draft did not
mention the All Star Gain, an~lbJ(B1,(bHi) . C) ~esponded that the Earnings Release would not
''
(b)(6),(b)(7){C) h Id lbl{6),(b){7j{C)
include such a discussionJi 6J(B1,(bHihCl ITr. at 47-48.) t en to
~----'
i I (I)'
', i
that disclosure of the gain would have to be included in the Company's upcoming 10-Q, artd (b1(1j(
""'""'""'' l(b)(6).(b)(7)(C) I (bj(6) (b)l7j(C)
. I 1c,J1( i.tbll?J assured him that it would bc.~______,_Tr. at 48.)~----~did not1
~--~
I
. I \b)(G) (b)\7)(Cl
however, und~rstand to be opining that the Earnings Release, as opposed to the
{b)i6i,ib1('J
10-Q, had to include mention of the All Star Gain. (Id.) Indeed, in informin iCI f
:b)(6J,(b )(7j(C)
Arthur Andersen's advice on the subject, tated that Arthur Andersen's vie\v was
~-----
that the All Star Gain had to be disclosed in the 10-Q. {bJi61.ibH?iiCJ Tr. at 27.)
~---~
(b)l6L!b11i)IC) L
l
We understand that the Staff is of the view that~-----~~estimony in this
regard \\·as contradicted byrb){GJ.(bJ-:l)\C) ~e understand from discussions with the Staff that
(b){6),{b)(7){Cl
testified that he thought the Earnings Release should have disclosed the All Star
~--~
Gain, and that \b)(O).(Pl\lHC) initially suggested tha ~~H 6 l.ibJ(l) id nol want to disclose the gain
even in the l O·Q, but tha~ibJ(S).(b){i)(C) /was able to prevail on the latter point. Dased on our
understanding o~(bl(BJ.lbJl 7 llCI ~estimony. we believe the Slaff reads too much into it.
suggests that the only thing he said to l(b)rGi,1bJ(iHC) pn this subject was that he did not
understand why the Earnings Release would not discuss the All Star Gain in vicv; of the fact that
the upcoming 1O·Q certainly wouldrbJ(S).(b){t)(CJ lwas not privy to the discussio11s among THCR
officials regarding the adoption of a more streamlined fonnat for its earnings releases in keeping
{b)(6),(b)(71(_,)
\Vith the prevailing industry practice. In any event, it \Vas reasonable for · to
-16
..
' 793908-5
understand tha~(bHt-J,(b)(iJ(CJ lwa.s not opining on what the Earnings Release must includei but
. I
only on what the I0-Q must include.
Indeed~Jbl\t:J.',bHiJiCJ !testimony itself. as \VC understand it, supports the view that
16)16),(b){iHC) I
he was focusing only on the requirements of the upcorning 10-Q.asserted
1
that, had
he believed the Company was not going to disclose the All Star Gain in the 10-Q, he would have
(b)(6).(b)(7) • • - • • f .
(CJ ook no actlon whatsoever in the three days prior to the issuance o the Earnings Release
to try to convince the Company to include the All Star Cafe disclosure in it.
~~~~~~~
ian all testified that there was never any
"--;;;::::;:;::;:;;,...,
(bi<6),jb)(71 l(b){61,{b1(7){C) I
doubt that the iten1 would be disclosed in the 10-Q. .:c1 at 28, 29;,_ _ _ ___,Tr. at
~b)(6) (b]~7)(C) • ,
43, 44, 46, 54, 56; Tr. at 49-50, 67, 85.) And, of course, the Company did disclose
H. The Issuance Of The Earnings Release And The Subsequent Conference Cal1 With
Analysts.
THCR's public relations firm, The Marcus Group, caused the Earnings Release to
be disseminated over Business Wire at around 8:30 a.m. on Monday, October 25, 2000. (00103
(b)(BJ.(bJ·:7J
00107.) Later t11at morning .:cJ conducted a conference caII for analysts, members of the
ib)t6J.(b)(7J(GJ
press, and certain investors to discuss the Company's third quarter results.•--------'
{bH6J,1b){7)
l
\bJ(6) (b)\7)(C)
present in New York wit :c1 uring the call. (00100-00102.)
'-----~
{ ll ),l J-:1)
During the conference call (Cj ernonstrated his lack of understanding of
(b){6),{b)(7)
the accounting treatlnent of the All Star transaction. Thus (C) penly admitted that
793908.5
'. !
gaming revenues for the third quarter were down significantly at the Taj Mah.al, from $148
·:bH l.1b)·:7J
million in 1998 to $137 million in 1999. (00223.) (Ci lso stated that non-gaming
revenues increased by approximately $16 million from the third quarter 1998 to the third quarter
1b1i6\JbH71 ~
1999. (l!t) As noted above1(C) rid not did not realize that the increase in non-casino
(0)(6),\b)(7)(Cl
i \
revenue was due largely to the All Star Gain. (Se Tr. at 41-42.)
• (b){6j,{b)(7)
Indeed, dunng the conference call :c1 howed not only his lack of
• I {b)(G)
7
familiarity regarding the details ofTHCR's results~ but also his comfort with allowin lbJ( J
1Pi(6J,(b)171 , , , •
1c) to discuss those details directly wtth analysts. Thus, when asked to walk the analysts
( ) (bj{7) (b)i6),
through expense reduction at the various properties (CJ replied ""I'll be glad to have (b)(7J
1Pi',6L',bH7)(Cl • • • ,
o that with you directly." (00228.) S1mtlarly, when asked about "the ADR at the Taj
1bi{6),.:bH7i
and the quarter and what percentage was cash versus comp/' iC) eplicd:
(b)C6) (b)(7)(C)
I don't have that and l don't kno\.v if has that.
don't think v. e have that ... but you can call (b)i6l.ibl\7)(C1
1
\bH6J.iPH_7HC)
Most significantly for present purposes, whe as asked to explain how
it was that the Taj Mahal's net revenues increased $5 million despite the $11 million decrease in
• jb)(6),(b)17)
• (b)(6) (1:!)171
I don t know l worked off the numbers (Cl , · ave me but he
could reconcile (them], why don't you ca 1m 1rcctly?
(00229.)
1b)(6),(b)17J
jC) hen ended the call with a general invitation to ·the participants to call
=~~~~
(~)\t.J,\bJ(7) directly and he'll try and help you with the infonnation.
-18
I
" '
793908.5
' I
• I
(00235.)
• l(bJt6) (b)ifj(Cj
Almost immediately after the conference call,,_____ began receiving
I
telephone calls from individual analysts with questions regarding specific aspects ofTHCR1 s
j(ti)161,lb1(7){C)
third quarter results. Thus, within an hour after the conference callj,_·_·_·_·- - - - - -
I
(bH61.1b1i7J<C) h (bJ(FJ) (b)(7)(C)
. I l"·____.spoke by tclep one t.-c.._ _ _ __, f Lehman Brothers, and in their conversation
(b){6),{b)(7)(Cl , {bH6J,(b){7)1C)
,______,dv1se that a portion ofTHCR's third quarter revenues resulted
L
l
~b.1(6),(b)\7){CJ
. ·' from the acquisition of the All Star Cafe....______fir. at 55.)
The next morning, Tuesday, October 26, 1999, Goldman Sachs issued a research
report which recognized that the Earnings Release should be viewed with caution because it did
not purport to give a detailed presentation ofTI-ICR's results. The Goldman Sachs report
cautioned that:
Without the usual detailed revenue line items, our analysis of the
increase in non~gaming revenues leads us to extraordinary
assumptions about ADRs and promotional allowances. Therefore,
we will not make significant changes in our 40:99 or 2000
estimates until we can get a better hand~. on these revenues.
-19
.. I
793908,S
' I
61 1 7
~ Jib)l6J,lb)(7HC) I
conversation.l(b_H__· b_l\__i.:c_i_~~nformedl~.----~that $17.2 million ofTHCR's third quarter
' ,
revenues ca1ne from the All Star transaction.
ib)·:6j..:b)(7J{CJ
The next morning, Wednesday, October 27, 1999 issued a research
report referring to the increase in the Taj Mahal's net revenues to $167.7 million. (00278~
00280.) Like the Goldman Sachs report from the previous dayr""·"l<71tC! ftated that the
' ,
Earnings Release had raised questions in his mind:
(00280.)
fbll 61 ·161(1J(C) fhen reported the fact and implications of the All Star Gain:
C!s!J
research report which also discussed the All Star transaction. (00256-00260.) Notwithstanding
issued immediately after the conference call but before learning of the All Star Gain. C!slJ
-20
793908.5
Also on October 29, 1999, the Atlantic Citv Press published an article regarding
''
: ~ the All Star Gain. Significantly, the article confirmed that, in light of the Earnings Release's
compressed format, analysts recognized that the numbers should be viewed cautiously: "How
. I
could net revenue at [the Taj] rise by $5.6 million while casino revenue decreased by $11
million?" Then, referring t :~~)1161 .<b)(l) onfused attempt to explain the discrepancy during the
~--~
conference call, the article reported that "the analysts didn't buy it." (SJ'~ Joe Weinert,
' '
,I
"Gaming/Analyst: All-Star Cafe Transfer Lifted Trump Results," Atlantic City Press, Oct. 28,
ibH6J.(bJ-~7)
The Atlantic City Press arti\le also confinns tha 1c1 as not engaged in a
fraudulent scheme and instead was simply confused about the numbers. A quote attributed to
{ )( ).(b){7J • • ~· • . ' •
c in the Atlantic (,Jtyfr.~0.$. article confirms that he sunply dtd not understand the issue:
"It's not $17 million. If it's a gain, I've asked the accounting people to give it to me and they
Indeed, according to a November 2, 1999, article in The New York Post, Daniel
Davila, an analyst vvho covers THCR for Southwest Capital, \Vas wit
(b)(6) (b)(7)
(b)(6),(b)(7)
(CJ ·he __
{b):6).\b)(?J
.._
{C) _,
learned of the issue, and Mr. Davila concluded that (CJ imply made a mistake: "There
was nothing disingenuous that occurred. I would characterize it as a mistake and a very honest
one." ~Jesse Angelo, "Trump Playing with a Stacked Deck? Revenue Value is Questioned,"
The New York Post. Nov. 2, 1999, submitted herewith as Exhibit F to the Appendix.)
!. The Company Moves Quickly And Successfully To Ensure Full Disclose OfThe All Star
Qi!iJb
(b){6).{b1(l){C)
Given the level and tone of inquiries from the press and analysts,.~-----...J l
rn/.:b"!("'s1"<s"1"':1"'Hc°"<-----~,
. determined that the Company should take immediate steps to ensure
'
'
''
793908.5
' ,
that the investment community had full knowledge of the All Star transaction and its effect on
'.)
the Company's third quarter results. Those THCR officials concluded that the most effective
(b)(6\_(b){7)
' ' response would be to speak personally with the various analysts on the conference c.a}L {C) ~--~
Tr. at 60, 85.) Thus, while THCR historically had always filed its
~--~
10-Q on the last allowable day, this time it caused its 10-Q to be filed on November 4, 1999, 11
Following the All Star Cafe episode 1 THCR changed its inten1al procedures
regarding the issuance of ean1ings releases, so that such releases are now reviewed by the Audit
l1bH15J,.:bJl7J·:CJ
Con1mittee of the Company's board of directors before they are released. (~Se~tj"------'
Tr, at 75.) 'fhe company also now asks its outside auditors to opine on earnings releases before
IIL
LEGAL ANALYSJS
The Staff has suggested that the Company committed three distinct Rule 1Ob-5
(b){ti),( )( )
violations: first, by issuing the Earnings Release; second, due to certain statements (C)
~--~
made during the conference call with analysts; and third, by contacting analysts directly rather
than issuing a second press release to discuss the All Star Gain. We respectfully submit that
none of those claims would survive a motion to dismiss in the district court) much less prevail at
.. I
793908.5
trial. The Commission v.,rould be unable to prove that any THCR officer intended to mislead, that
' I
the omission ofa separate statement regarding the All Star Gain was material, or that THCR had
t !
a legal obligation to issue a second press release discussing the Alt Star transaction.
' I evidence to suggest a recurrence ofthe All Star episode; indeed, the Compahy's change in its
' I
procedure for issuing earnings releases after the Earnings Release supports the opposite result
'i
And, because an injunction could jeopardize TIICR's gaming licenses, such relief could have
far.reaching and unfair consequences for TIICR and its shareholders. Indeed., even the
A. TJ.ICR's Actions \Vith R~§p~ct To The Earnings Release Do Not_Warrant lOb-5 Action.
A review of recent IOb-5 actions brought by the Corn1nission in this region shows
that this case does not resemble the kind of wrongdoing that prompts 1Ob-5 enforcement actions.
Those cases, unlike this one, involved either insider trading, an issuer's making false factual
statements regarding its financial performance and doing so in a manner that enabled it to profit
Indeed, a case filed just this week by the Commission alleging violations of
Section I O(b) and Rule I Ob-5 illustrates the wide gulf between the case at bar and those
traditionally targeted by the Commission for injunctive relief. In SEC y. Alexand.~_r, et at.. 00
Civ. 7290 (S.D.N.Y. filed Sept. 27, 2000), the Commission alleged that defendants engaged in an
extensive insider trading scheme pursuant to which they reaped hundreds of thousands of dollars
Commission alleged that defendants, several of whom had been convicted of securities violations
in connection with an earlier illegal insider trading ring, ru1d several others who were registered
-23
793908.5
securities brokers, bought and sold securities of both U.S. Shoe Corporation and Luxottica,
' '
S.p.A., in advance of Luxottica's tender offer for U.S. Shoe. Defendants• transactions in
Luxottica and U.S. Shoe securities were based on material non-public insider information
obtained from another defendant, a senior I~uxottica executive. (See Complaint, SEC v.
Tn SEC v. DCT Telecommc. Case No. 00 Civ. 4664 (S.D.N.Y. filed June 23,
2000), the Coinmission alleged that defendant DCI "improperly accounted for seven acquisitions
'I
and grossly overvalued a purported $15 million contract and a $5 million promissory note." SEC
Litigation Release No. I6609, 2000 WL 815669 (SEC), at *I (June 26, 2000). That improper
accounting caused the financial statements in five ofDCI's Forms 10-K, and twelve of its Fonns
10-Q, to be materially false and misleading, ill. It also allowed DCI to raise $9 111illion in equity
financing and to acquire a distribution contract that it subsequ!!ntly sold for an additional
S9 million. Id. In addition, DCI insiders profited by selling DCI shares during the fraud. Here,
by contrast, the accounting treatment of the All Star Gain was correct, the Earnings Release
contained no misstatement, the fact and in1plication of the All Star Gain v.·ere disclosed \Vithin
hours of the Earnings Release, and neither THCR nor its officers gained in any way from the
omission of a separate statement in the Earnings Release regarding the All Star Gain.
Jn SEC v. Steinberg, Case No. 99 Civ. 6050 (E.D.N.Y. filed Sept. 28, 1999), the
Conunission alleged that defendants engaged in a scheme to falsify and inflate the financial
condition of Power Phone Inc. and its successor, 'I'MC Agroworld Corp., by filing fraudulent
financial statements with the Conunission and by issuing false press releases. SEC Litigation
Rdeasc No. 16303, 1999 WL 766105 (SEC) (Sept. 28, 1999). Among other things, Power
Phone's audited financial statements improperly included $4 million in assets that Power Phone
·24~
793908.S
did not ov..n. Those assets accounted for 95% of Power Phone's total assets. In addition1 Power
••
Phone issued press releases falsely stating that Power Phone and TMC Agroworld owned a plant
: i in Argentina worth $74 million; in fact, neither Power Phone nor TMC Agroworld ever owned
that asset. Finally, and without any reasonable basis for such a statement) TMC Agroworld
' .
claimed in press releases that it had entered into certain contracts that would yield a $405 million
' ' profit to the company. Id. Here, there is no suggestion that the Company improperly claimed
ln SEC v. Banks, Case No. 99 Civ. 8855 (S.D.N.Y. filed Aug. 12, 1999), the
Commission alleged that Jerald Banks engaged in a fraudulent scheme with the Senior f\..1anager
revenue through "various 'revenue-generating' transactions having secret side agreements that
required Livent to pay back amounts advanced by the counter-parties to the transaction." SEC
Litigation Release No. 16251, 1999 WL 606717 (SEC), at •I (Aug. 12, 1999). Banks and other
former Livent managers were alleged to have concealed the side agreements from Livcnt's
auditors "in order to improperly record revenue from the transaction and inflate the Con1pany's
revenues." If!:. Here, by contrast, 11-ICR properly recorded the All Star Gain as operating
income based on advice from Arthur Andersen. In addition, far from concealing the Earnings
Release from Arthur Andersen, THCR showed Arthur Anderson a draft of the Earnings Release
Similarly, in SEC v. Enter. Solution Inc., Case No. 00 Civ. 2685 (S.D.N.Y. filed Apr. 6, 2000), the
Commission alleged that "defend311t Enterprises Solution, Inc. ('ESI') and certain of its ins:iders made false
and misleading claims about ESI's products: and customers," and that an ES! insider sold hundreds of
thousands of shares ln the market, including sales: "during a recenr surge in the price and trading volume of
the stock." SEC Litigation Release No. 16506, 2000 WL 354368 (SEC), at• 1(April 7, 2000). ln SEC v,
Sunon. eta!, Case No. 99 Civ. 3889 (S.D.N.i'. flled May27, 1999), the Commission alleged that fonncr
officers of Happiness Express, Inc:. falsified the company's so k:s and net income figures, and repented the
-25
793908.S
' I
I
, I
The contrast between these cases and the present one is dramatic; they are fraud
' I
' i cases and this one is not. In those cases, the financial statements of the issuers involved were
! I
: I themselves false) and corporate insiders sought direct pecun.iary gain from publication of the
I
(b)\6),{b)(7)
falsehoods. Those factors are not present here. While hindsight prompte (CJ o consider
' I
it a mistake not to have discussed the All Star transaction in the Earnings Release, there is
nothing to indicate that the omission was designed to defraud investors. What is more, neither
THCR nor any of its officers stood to gain from misleading investors regarding the Company's
'
I' financial perfonnance. And as noted above 1 the omission in the Earnings Release was an
I
isolated incident \.vhich THCR promptly and voluntarily remedied. There was no omission in
B. The Failure To Discuss The All Star 'fransaction In The Earnings Relq_l1§_~ Or During The
Analyst Conference Call Did Not Constitute A 10b*5 Violation.
The Staff appears to be of the vie\v that, \\'bile this case does not approach the
pattern of misconduct seen in other Rule 10b~5 cases, 10b~5 action is nevertheless appropriate
because, as a pleading matter, the eletncnts of such a cause of action could be met We
false figures in initi~I public offerlng documents and in several SEC filings. The SEC also alleged that one
of the fonner insiders engaged in illegal insider trading and tipping. SEC Litigation Release No. 16164,
1999 WL 335409 (SEC) (May 27, 1999). As a group, the defendants allegedly received more than
$1 million in p1·otits trom their fraudulent schemes. ld.. In SEC y, Chester Holdings. Ltd" 41 F. Supp. 2d
505 (O.N.J. 1999), defendants, officers and directors of a company. Aqua Buoy, engaged in five
acquisitions involving cash and Aqua Buoy stock, In connection with ~ach transaction defendants
intentionally and knowingly overvalued Aqua Buoy's stock to enhance the value of the acquisitions. After
each transaction, defendants reported the acquisition, including the overvaluations, in SEC filings and press
releases. In connection with the transactions and SEC filings, defendants' independent auditors \Yarned
them that their valuation of Aqua Buoy's stock was vastly overstated, lacked foundation and required
correction. On at least one occasion, Aqua Buoy's independent auditors infonned defendants that Aqua
Buoy was "materially misstating" the fair value of its stock. Not only did defendants ignore their
independent auditors' warnings, but on two occasions, defendants fired their independent auditors after
receiving such criticism. Here, Arthur Andersen's only insistence \Vas that the AU Star Gain be disclosed
in the IO~Q, which it '"'as.
·26·
l,
793908.:5
; i
1. None QfThe Parties Acted With Scienter.
' '
We believe that the Commission would be unable to prove that any THCR official
' I
1 : acted with the intent to defraud investors in issuing the Earnings Release or in the ensuing
conference call v.ith analysts. As the Commission is well awaret the scienter needed in
' I
' .
colUlection with securities fraud is intent to deceive, manipulate or defraud, or knowing
misconduct. In re Carter-Wallace. Inc. Sec. Litig., 220 F.3d 36 (2d Cir, 2000). Thus, scienter in
' '
' ' the 1Ob-5 context means not just that defendants intended to omit the infonnation at issue, but
I '
that they intended to mislead.' See Reiss v. Pan Am. World Airway~. 711F.2d11, 14 (2d Cir.
1983) ("[t}o prove scienter, more than a conscious failure to disclose must be shown. Rather,
there must be proof that the non-disclosure \Vas intended to 1nislead."). Here, we believe the
evidence belies the suggestion that there was an intent to mislead investors.
Even before issuing the Earnings Release, THCR knew that the All Star
transaction would be discussed in the Company's upcoming Fonn lOMQ. The decision not to
disclose it in the Earnings Release reflected THCR's decision to confonn to industry practices b•y
issuing a more strean1lined, sun1mary earnings release. Jn THCR's view, the place for disclosure
was not a bare~bones earnings release, but rather the 1nore expansive, statutorily~required 10-Q
That 1b)(6).~b)(7)\CJ
'------'
showed1' 6116 l· 16 J',rHCi la copy of the draft Earnings Release the
" lt
weekb e.1.ore . was released shows tha~1bF6J
' .'bH7VCJ n ' µid not expect the Earnings Release to be
• E\'en v.•hen the plaintiff proceeds under a recklessness theory, the defendants' actions must approximate an
actual intent to aid in the fraud being perpetrated and 1nust be established to such an extent that a
"reasonable finder of fact could actually infer fraudulent intent from it." Chill v General Etf?f. Co., 10 I
F.3d 263, 269 (2d Cir. 1996); ~ filQ Noyak v. Kasa.ks, 216 F.3d 300, 312 (2d Cir. 2000) (recklessness is
"a state of mind approximating actual intent, and not merely a heightened fonn of negligence").
·27
':
.I
793908.5
'I
I
, I
7
<:bJW) (b)l J(CJ actions also show that he was not trying to !~ide the All Star Gain. During the
' I
I conference call i~1/ 61 · 1 b 111 l discussed the decrease in gaming revenue at the Taj, and that the
' !
increase in revenues resulted from significant increase in non~gaming revenue.
' I
' I
li~\:ti.\bHt) latso repeatedly invited the participants in the conference call to contact
1.b)(G) (b)(')(CJ
directly v..•ith questions about the specific aspects of the Company's financial
~-----J
(bH6),jbj(7HC)
'' perfonnance. Those invitations are inconsistent 'With an intent to mislead. as is
~-----'
candor with analysts immediately after the conference call. Rather than try. to prev~nt the
,I (bi(o).(b)('l')(C)
analysts from learning of the transaction~-----'volunteered infbrrnation about it when
Indeedi the claim that THCR -w·as trying to mislead investors is belied by the
absence of any logical motive on THCR's part to do so. This alone would make it highly
unlikely that the Con1mission would be able to prove that THCR acted with scicnter. See In re
Burlington Coa.t..f..actory Sec. Litig., 114 F.3d 1410, 1418 (3d Cir. 1997) ("[p]laintiffs must
accompany their legal theory \Vith factual allegations that make their theoretically viable claim
plausible."); see fil§.Q. Coates v. Heartland Wireless Communications. Inc., 55 F. Supp. 2d 628,
643 (N.D. Tex. 1999) (dismissing I Ob-5 complaint where, among other things, the "alleged
n1otive to commit fraud is not plausible as pleaded"). Neither THCR nor its officials sold or
intended to sell THCR stock at the time, and so they had nothing to gain by a temporary increase
in THCR's stock price. See SEC v. Shattuck Denn Mining Qim., 297 F. Supp. 470, 476
(S.D.N.Y. 1968) (declining to award injunctive relief against corporate defendant where there
was "no sho\ving that [the corporation] derived any benefit from such nondisclosure, or that its
purpose was to affect the market price of[the corporation's] stock to the advantage of[the
-28
;
'" 793908.5
,I
Undoubtedly, at any given time THCR would like its stock to trade as high as
possible, but that is not a sufficient motive for lOb-S purposes. "Plaintiffs could not proceed on
J : motives possessed by virtually all corporate insiders1 including. , . the desire to maintain a high
corporate credit rating ... or otherwise sustain 'the appearance of corporate profitability ..."'
, I
.I Novak v. Kasaks, 216 F.3d 300, 307 (2d Cir. 2000) (citation omitted). What is more, THCR
, I officials would have known that the increase would be short#lived, since the details of the
transaction \\'Ollld be disclosed in a matter of weeks when the 10-Q was filed. In that regard; a
, I
court will not find n1otive where alleged 1nisstaten1ents could provide no n1ore than a "short
respite from an inevitable day of reckoning." Shields v. Citytrust Bancom. Inc., 25 F.3d 1124,
I 2. The Eam1ngs Release Did Not Contain Any Misstatement Or Material Omission.
accurately reported THCR's revenues, accurately reported the fact that those revenues exceeded
certain expectations in the invcsunent comn1unity, and accurately reported that the Con1pany
had success with respect to certain goals it had set for itself. Nor can there be any suggestion
that THCR acted irnproperly in including the $17.2 ntillion All Star Gain in its third quarter
revenue. Arthur Anderson Utlambiguously advised THCR that the fair market value of the
leasehold itnprovements acquired by TlICR should be included as operating income, and \Ve are
a\vare of no basis to suggest either that the advice was incorrect or that THCR did not reasonably
rely on it. In addition, a fully-qualified, independent appraiser concluded that the fair market
value of the assets in question were $17.2 million. That appraisal was vetted by Arthur
Anderson, and we are not a\vare of any basis to call it in.to question. Viewed against that
·19·
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793908.5
. I
backdrop, \.Ve do not believe a court would find the omission of a separate statement in the
Earnings Release regarding the All Star Gain to have been material. 5
We are mindful, ofcourse, of Staff Accounting Bulletin No. 99, which rejects the
exclusive use of quantitative benchmarks to determine materiality. We expect the Staff to take
the position that, consistent with SAB 99, a separate statement regarding the All Star Gain was
required even though the gain was a quantitatively insignificant portion ofTHCR's total
revenues. \Ve do not believe, however, that SAB 99 speaks to this situation.
appropriately included the $17.2 million All Star Gain in operating income based on Arthur
Andersen's written advice, and, taking into account the All Star Gain, THCR accurately reported
that its consolidated net revenue for the third quarter 1999 was $403 .1 million.
What is more, in defining materiality courts have recognized that relaxed scrutiny is appropriate when
viewing press releases as opposed to formal SEC filings. See Management Assistance. Inc V, Edelman.
584 F. Supp. 1021, I033 (S.D.N.Y. 1984) ("[A] less stringent standard of disclosure is applied to press
releases than to proxy statements."). This reJ:;i.xed scrutiny of press releases and other voluntary disclosures
"Ls based soundly on. a desire not to impair the flo\v of voluntarily released corporate information by
imposing too strict a standard." Litig. and Prac Under Rule JOb-5 § 61.0l[b}[i] at p. 3-13; ~ ili2.!n.R
Kidder Peabody Sec Ljtio-., 10 F. Supp. 2d 398, 411 (S.D.N.Y. 1998) (noting that the purpose of the
securities lav•s in encouraging the accurate disclosure of relevant information to lhe market is undennined
'\vhere the threat of liabiliry leads corporate managers to bury shareholders in an avalanche oftrivial
information") (inlemal quotations: and citations omitted); SEC v. Texas Gulf Sulphur Co., 401 F, 2d 833,
882 (2d Cir. 1968) (recognizing that rule requiring detailed disclosure in press release "might well have the
unfortunate result of deterring the dissemination of corporate news despite the strong policy underlying all
securities legisladon of encouraging disclosure of information useful to present and potential investors")
(Moore, C.J ., dissenting).
Stedman v. Storer, 308 F. Supp. 881 (S.D.N.Y. 1969), is instructive. There, the court declined to hold a
company liable under Rule !Ob-5 where a press release failed to disclose infonnation that concededly
would have been required in a proxy statement. Plaintiffs asserted that the failure to disclose that "merger
negotiations were conducted solely by individuals in Northeast's management who do not own a single
share of Northeast stock" in a joint press release announcing the agreement in principle of the merger of
Northeast and Northwest airlines constituted an actionable Qrpission in violation of Rule lOb-5. rd. at 886.
In rejecting this contention, the court ruled that even if such facts would have to be disclosed in the proxy
statement, "[t)he dispositive point in any event remains that there \Vas no need to tel! about this in the press
releases." IQ..
-30
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:.1
793908.S
(!&., less than 5%) misstatement of a financial statement itern may nevertheless be material
where the misstatement represents an effort to 'manage• earnings." Here, THCR cai1not be said
to have tried to "manage earnings" by reporting a net revenue figure that included the All Star
Gain. The fact is that, with or without the All Star Gain, THCR posted a significant loss of $67.5
million in the fiscal quarter 1999. Thus, inclusion of the All Star Gain in THCR's quarterly
''
income, in addition to belrtg wholly appropriate from any accounting standpoint, did rtot "alter
any trends," '~mask a failure to meet expectations," "change a loss to income," or serve any other
. .
I
similar putpose .
I
Finally, while the Sl 7.2 million iteJn was indeed a one·thnc gain, the acquisition
of such assets will provide substantial economic benefits to THCR in future quarters. Thus, the
market \Vould not necessarily have viewed the disclosure of the All Star transaction as detracting
C. Subsequent Disclosure To Analysts And Failure To Jssue Ne\V Press Release Did Not
Constitute Separate I Ob-5 Violation.
The Staff also takes the view that THCR committed a separate Rule 1Ob-5
violation by disclosing the All Star transaction to analysts, but not to the public, in the days
follo\ving issuance of the Earnings Release. We believe such a claim would be entirely without
merit.
Like any other 10b~5 claim, one based on THCR's disclosure to analysts would
have to be premised on the notion that TJICR intended to deceive investors by making such
disclosures. There is no evidence whatsoever to support that conclusion. Indeed, the U.S.
Supreme Court has stated that Rule IOb·S prohibits a corporate insider from disclosing material
·31·
79390ftS
I '
• I
non-public information only if the disclosure \\'as for an "improper purpose of exploiting the
I '
information for their personal gain." Dir~s v. SEC, 463 U.S. 646, 659 (1983). "[T]he test is
whether the insider personally will benefit, directly or indirectly, from his disclosure. Absent
some personal gain, there has been no breach of duty to stockholders." Id. at 662. Here, there
was no such personal gain in connection with the disclosure of the All Star transaction to
Despite Dirks and its progeny, the Staff apparently takes the position that THCR,
' I
I
I a duty to correct alleged misstatements in the press release and
l~----------~had
(b)i6) ib){7)(C)
. I
I conference call that could be discharged only by issuing a second press release. We believe that
that this was the most effective way to infonn the market of the All Star Gain and its effect on
the Company's third quarter earnings. 1'he Staff takes the view that the issuance of a subsequent
press release \\'ould have been the preferable approach. Nonetheless, TllCR was under no legal
duty in October 1999 to make its disclosure of the All Star Gain through a press release. By
contacting analysts directly, THCR ensured that it was able immediately to offer each analyst the
opportunity to ask the questions he or she deemed appropriate to gain a full understanding of the
significance of the item. The analysts, in turn, were able to ensure that the: market as a \\'hole
fully understood the implications of the All Star Gain. Thus, THCR's approach to the problems
the Earnings Release had created v-.·as entirely reasonable and, at that time, pcm1issible.
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793908.S
a whole regarding the All Star Gain, those discussions extinguished any duty to correct the
Earnings Release. See In re IBM. Corp. Sec. Litig., 163 F.3d 102, 110 (2d Cir. 1998) (there is no
duty to correct a statement that ''does not contain some factual representation that remains 'alive'
465 F. Supp. 904, 908 (S.D.N. Y. 1979) (because duty to correct a prior misstatement exists only
"so long as the prior statements remain 'alive' ... time may render statements immaterial and
end any duty to correct them''), rev'd Q!l other grollOdS. 607 F.2d 545 (2d Cir. 1979).
We recognize, of course, that Regulation FD, once it goes into effect, will alter the
obligation of issuers in disclosing to the public infofmation that previousty·had been disclosed
only to analysts. But the Commission must recognize that the Company's conduct in October
1999 ca1U1ot be vie\ved against the new requirements of Regulation FD. Indeed, the fact that the
Commission had to use its rule-making po\ver to prohibit selective disclosure to analysts
confirms that, prior to Regulation FD, such disclosure \Vas pennitted, In announcing Regulation
FD, the Commission acknowledged that, unlike "tipping" and insider trading, "the status of
issuer selective disclosure has been considerably less clear," and concluded that issuance ofa
new rule, rather than reliance on existing law, was the appropriate response to concerns
regarding selective disclosure. SEC Litigation Release Nos. 33.7801, 34-43154, IC-24599. In
light of this, THCR cannot be said to have acted unreasonably in contacting analysts directly to
discuss the All Star Gain. See Upton v. SEC, 75 F.3d 92, 98 (2d Cir. 1996) (finding no violation
where the alleged wrongdoing was common practice in the industry and had not been explicitly
.)).
793908.5
[ndeed, even under Regulation FD. THCR's disclosing the All Star transaction to
analysts but not to the general public would not constitute a 1Ob~5 violatiori. In this regard1
To warrant injunctive relief, the "SEC must demonstrate that there is a substantial
likelihood of future violations of illegal securities conduct." SEC v. Cavanagh, 155 F.3d 129,
135 (2d Cir. I998). Thus, the mere fact that the defendant committed a violation of the securities
laws is an insufficient basis on which to irnpose injunctive relief. See,~' Aaron v. SEC, 446
U.S. 680 (1980); SEC v. Bausch & Lomb. Inc., 565 F.2d 8, 18 (2d Cir. 1977); Capital Real
Among the factors considered relevant to whether an injunction should issue arc:
"the degree of scienter involved, the sincerity of defendant's assurances against future violations.
the isolated or recurrent nature of the infraction, defendant's recognition of the wrongfUl nature
•
of his conduct, and the likelihood, because of defendant's professional occupation, that future
violations might occur." SEC v. Universal Major Indus. Com.i 546 F.2d 1044, 1048 (2d Cir.
1976); see also SEC v. Bonasti!!, 614 F.2d 908 (3d Cir. 1980); SEC v. Falbo, 14 F. Supp. 2d 508,
529 (S.D.N.Y. 1998). In light of these principles, we do not believe that the Commission would
First, the omission in the Earnings Release was an isolated incident, and not a
recurring proble1n. Once tl1e THCR officials recognized the problems caused by the omission,
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793908.S
.I
they moved S\viftly and voluntarily to ensure full disclosure. In addition to remedying the
•I
specific problems caused by the Earnings Release, THCR adopted certain procedures to ensure
that such problen1s '"'ould not recur. Most specifically, its board adopted a resolution that all
future earnings releases would be vetted by the boardts Audit Committee (and Arthur Andersen)
before being issued. In light of these various steps, a district court would be extremely unlikely
to conclude that THCR was likely to repeat the Earnings Release episode.
securities Jaws violation is a sanction having "grave consequences" and 1'serious collateral
effects." SEC v. Unifund SAL, 910 F.2d 1028, 1040 (2d Cir. 1990). What is more, an SEC
enforcement action is "essentially equitable and prophylactic in nature; its primary purpose is to
protect the public against harm, not to punish the offender." SEC v. Paro, 468 F. Supp. 635,
647-48 (N.D.N. Y. 1979); sec SEC v Parklane Hosiery Co., 422 F. Supp. 477, 486 (S.D.N.Y.
1976) afrd, 558 F.2d l 083 (2d Cir. 1977). Thus, "in deciding whether to grant injunctive relief,
a district court is called up to assess all those considerations of faimess that have been the
traditional concerns ofequit;• courts." SEC v. Manor Nursing Ctrs.. Inc., 458 r~.2d I082, 1102
(2d Cir. 1972). Consequently, "the adverse effect ofan injunction upon defendants is a factor to
be considered by the district court in exercising its discretio11." Id.; see SEC v. Gean Indus.. Jni;,.
531 F.2d 39, 55 (2d Cir. 1976) (observing that the "consequences of an injunction against" the
defendant, a brokerage finn "arc potentially very great') including pos.."iible revocation or
disqualification); SEC v. Elec. Warehouse, Inc., 689 F. Supp. 53, 69 (D. Conn. 1988) afrd, 891
F.2d 457 (2d Cir. 1989); Louis Loss & Joel Seligman, Fundamentals of Securities Regulation,
1163 (3d ed. 1995) ("[c]ourts also consider the impact of an injunction on defendant's
professional reputation and legitimate business activities"). A ·~rack of balance betv.teen the need
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793908.5
for an injunction and the hardship which it could create' 1 militates against granting the injunction .
.'
Geon, 531 F.2d at 55.
.'
The issuance ofa !Ob-5 injunction against THCR would jeopardize THCR's
ability to retain its gaming licenses in the jurisdictions: in which it operates. Thus, such an
. ''.
injunction could effectively put the Company out of business. We do not believe that a district
court V.'ould punish the Company and its shareholders in such a manner.
CONCLUSION
' ' This is not a fraud case. Neither the underlying facts nor the applicable law
evidence a violation of Section lO(b) or Rule 1Ob~S, The lessons of October 25, 1999 have been
learned, and THCR respectfully urges that no enforcement actio.n should be pursued.
Respectfully submitted,
-36·
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BY HAND
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Enclosures
cc: )lbJ(6).(b){7J(CJ l(w/enclosures)
I would greatly appreciate your understanding with respect to the attached filing.
Over the last year, I have been 'vorking very diligently to bring this company back
from a very difficult time, especially since the ~ragedy of September 11. I believe lve
have 1nade very substantial progress to,vard this end but a 10b~5 proceeding will be
a tremendous setback. Additionally, and as you· are a"vare, the person responsible
for this situation is no longer '"'ith the company.
Thank you.
725 FIFTH AVENUE· NEW YORK, N. Y.10022 212 · B32 • 2000 FAX 212 • 935 • 0141
'
f, ,,- '
Washington, DC 20549
enforcement proceedings under Rule 10b~5 against Trump Hotels & Casino Resorts) Inc.
("THCR" or the "Company") jn connection with THCR's issuance of its third quarter 1999
earnings release (the '"Release"). This letter, which follows two previous Wells submissions, is
the result of the Enforcement Staffs recent communication to us that its recommendation of a
disposition of this matter under Exchange Act Section 2 l(a) has been overruled, and that it is
compelled to pursue 1ObM5 charges against the Company. This reversal was unexpected, and is
seemingly inconsistent \vith the Staffs decision not to ursue any enforcement action at all
against the individual resportsible for the Release bJ( ).(b)( ir..., hat
decision, which would seem to further undermine any suggestion o rau , suppo s e
proposition that the Company's actions h~ issuing the Release do not warrant lOb-5 action,
which would only exacerbate the current business challenges facing THCR. Thus 1 such an
enforcement action would be a misuse cf Rule 10bw5 and would serve only to punish THCR)s
The Supreme Court has observed that, while "Section lO(b) is aptly described as
a catchall provision ... what it catches must be fraud," Central Bank of Denver, N.A. v, First
Interstate Bank of Dcnver.,J'{,,A, 511 US. 164 (1994). Consistent with that cautionary note,
the 1Ob-5 cases that the Commission has pursued in the past generally involved jnsider trading,
This docurneot is $ubrnitted a~ CONFIDENTIAL. Exemption from. disclosure tQ non·govemmeotal p;irties of this d!J';ument and any copies of it i'
claimed uod'.er the Freedom o[ln(ormation Act (S,elion 200.83. 17 C.F.R. § 200.83) and all other applicable provisions of law and regulation. It is
re<juestcd tlmt bcfote any disclosure is permitted ofthi~ dotllrtlet\t or any part or copies ofit, til'!Vlly prier notice be given to Thoma~ Golden, Willkie Farr
& Gallagher, 787 Seventh Avenue, NY, NY 10019, 212·729·8000
"cooked books" and the like. Rule !Ob-5 .violators have quite appropriately garnered public
opprobrium precisely because the public understands the rule to be directed at cases of serious
financial wrorigdoing in \.Vhich the misbehavior is manifest. THCR is conduct with respect to
the Earnings Release docs not even come close to that level of\vrongdoing.
Viev,,ed from any perspective, the Earnings Release was literally correct. And
while THCR's accounting treatment of the All Star Cafe transaction may seem counter
intuitive, it was fully consistent \Vith the advice of THCR's outside auditors at Arthur
Anderson, and is conceded to be correct as an accounting matter. While we accept that the
Staffmay consider the Release to have been misleading nonetheless, that does not make it
fraudulent. If the Staff is correct that Rule lOb-5 is the only enforcement mechanism
theoretically available to it here, then no enforcen1ent action would be more just than a strained
effort to fit Rule 1Ob-5 to these facts. 1
While THCR is confident of its ability to defeat a I Ob-5 claim, ultimate victory could
prove hollow because the mere commencement of a 1Ob~5 action could have significant inunediate and
irreparable repercussions for THCR and its shareholders. In that regard, Commissioner Pitt recently
expressed his view that the Conunission (1must always ask, first, whether a proposed action benefits (or
ham1s) investors, and then whether it strengthens (or weakens) the ability of U.S. companies and
markets to compete in a new, global, economy.'i ·chaim1an I1arvey L. Pitt, Rc1narks at the PLI 33rd
Armual Institute on Securities Regulation. We believe this view should guide the Commission's
consideration of this matter, and that the Commission should recognize that 10b~5 enforcement action
would harm rather than benefit THCR's shareholders.
In the spirit of co1nprornise, we offered a number of proposals to resolve this maner short of 1Ob+5 enforcement
proceedings, including an offer to consent to an order under the Books and Record provisions of the 1934 Act,
Sections 13(b)(2){A) and (B), The Staff, however, took the position that the Books and Records requiremenl~ do
not apply when an issuer comrnwtlcates with its shareholders and potential investors by a press release as opposed
to a public filing, despite the Commission's recognition that press releases have largely supplanted periodic filings
as the most meaningful form of corporate conununication with the investing public. Thus, in light of its narrow
reading of the Books and Records provisions, the Staff would abdicate any role in policing materially misleading
earnings releases where there is no evidence of an intent to defraud. While we understand that most of the
Commission's Books and Records cases have involved misleading tilings or internal accounting irregularities that
prevented effective audits, we firmly believe that the plain statutory language applies here. For example, Section
13(b)(2)(A) directs issuers to "make and keep books, records, and accounts, which, in reasonable detail, accurately
and fairly reflect the transactions and dispo~itions of the assets of the issuer." The Earnings Release was itself
clearly a "record" within the rneaning of the Exchange Act. ~Exchange Act Section 3(a)(37) C'the term
'records' means accounts, correspondence, memorandun1, tapes, discs, papers, books, and other documents or
transcribed information of any type, whether expressed in ordinary or nH1chine language"). Surely if the Staff is
correct that earnings releases have btX;ome the 1nost significant nwnner in which issuers i;:ornrnunicate their results
to investors, then earnings releases mu$t be "records" \Vith in the meaning of Section 13.
Thts document is submitted as CONFIDENTIAL. Ex.emption from disclosure to non-govemmenral parties oflhis doc11]Tlent nnd any copies ofil is
claimed ur1der the Freedom oflnfonnation Act (Seetion 200.83, l 7 C.F.R. § 200.B3) llild all other applicable provisions of law and reg(lbtion. It is
requtsted that~ any di!ltlosure is permitted orthi~ drxument or aey part N aipies of it, timely prior noti('e be given to Thoma.; Gol.:len, Willkie Fan
& Gallagher, 787 Seventh Avenue, NY, NY 10019, 212-728-8000.
' ..
11ICR faces a number of business challenges which have becorne even 1nore pressing
by virtue of the impact of September 11 on the hotel industry. A 1Ob-5 action against the Company
would be a severe setback tO the Company's ongoing efforts to sum1ount these difficulties. For
instance, THCR operates in the highly regulated gaming industry~ and t11e n1ere commencement of a
fraud action by the Conunission could present significant regulatory problems for the Company which,
regardless of their outcome, would likely raise investor concern and further depress 'I'HCR's value.
On a more specific level, the commencement of 1Ob-5 proceedings would threaten to disrupt THCR's
current efforts to restructure its debt. As the Staff is aware, THCR's substantial public debt is largely
to blrune for THCR's depressed stock price. Consequently. a successful renegotiation of the terms of
THCR's debt \Vould likely have significant benefits for THCR's existing shareholders. But the mere
commencement of 1Ob-5 proceedings could derail these negotiations, causing immediate hann to
THCR and its shareholders that would not be rectified by THCR's ultimate victory in this matter.
As Commissioner Pitt also noted in his recent PLI speech 1 the Commission seeks to
encourage issuers to ''self-correct" problems. Consistent \Vith t11at view) the Commission recently set
forth a number of factors to be co1isidered in determining whether an issuer's self-corrective n1easures
militate against enforcement action, including the nature of the misconduct involved (here, entirely
correct accounting treatment and a literally accurate press release); whether the company 1 s auditors
were misled (here, they \Vere not); \Vhether the misconduct was merely a one-time event (here, it was);
the speed with which the company developed a response after learning of the problem (here, THCR
took corrective steps within hours of the issuance of the Release); the steps the company took after
learning of the problem (here, THCR contacted virtually every analyst who followed it, accelerated the
filing of its !OQ, and adopted new policies for the issuance of earnings releases); whether the persons
responsible for the \vrongdoing are still with the company (he is not); and the company's cooperation
with its regulators (here, THCR gave the Staff its full cooperation). Report oflnvestigatio11 Pursuant
to Section 21 (a) ofthe Securities Exchange Act of1934 and G'ommission Statement on the Relationship
ofCooperation to Agency Enforcenient Decisions, Exchange Act Release No. 44969 (October 23,
2001).
These factors all militate against a !Ob-5 action against THCR, which took immediate
significant steps to 1'self,correct" the problems raised by the Earnings Release~ including the fact that
the responsible officer is no longer with the Company. The All-Star Cafe episode was a one-time and
immediately corrected event. The Earning Release was literally correct. Not only did THCR not bide
the All Star issue from its auditors, it sought and followed Arthur Andersen's advice on the correct
accounting treatment for the gain, and it shov.'ed Arthur Andersen a draft of the Release before it went
out. Significantly1 Arthur Andersen did not instruct that the Release must include a description of the
All Star transaction. As soon as questions were raised about the transacticn and its intpact on the
Company's quarterly results, the Company took immediate steps to ensure that the market was fully
informed of the transaction's details. It also accelerated the filing of its Form JOQ in which those
details were once again disclosed. In addition, THCR voluntarily adopted changes to its internal
policies and procedures, so that earnings releases are now reviewed by the Company's Audit
Committee before being issued. It also cooperated fully with the Staff's investigation of the matter,
This documi:nl i$ $Ubmitted as CONFIDENTIAL. E:tcmption from disclosure to non-governmental part(cs of1his document !llld any top ks of it is
claimed under the Freedom oflnfonnatio11 Act (Section 200.83, 17 C.F.R. § 200.83) and al! other llpplkabk provisions of law nr1d regulation. It is
rcqucsl«l \hal ~any disclo5urc is pll'm1it!cd of this do.;:umenl or 3ny part or copies a fit. timcl)' prior nol!rc be given to Thomas Golden, Willkle Farr
&: G~llag~.~. 787 Seventh Avmue, NV, NY 10019, 212·728·8000.
The Honorable Harvey L. Pitt
The Honorable Isaac C. Hunt, Jr.
The Honorable Laura S. Unger
December 14, 2001
Page4
action would be devastating to THCR's innocent shareholders and employees. For all the reasons
described above, we respectfully request that such proceedings not be commenced against THCR.
Respectfully submitted,
µ~,v
Michael R. Young
Thi$ document fo svbmitted !$CONFIDENTIAL. Exemp!ion from disclosure le noo·g\lvmimental plrties of this document and any co-pies of it is
daimed under the Freedom oflnfonnatiort Act (Section 200.83, 11 C.F.R. § 200.83) and all othtr applicable provision; of law t1.nd regulation. It is
requested that b.£fm.£ any dlselo~1,we h permitted of this doeumenl or n11y part or copies ofil, timely prior ootke be given lo Tho!NlS Golden, \Villkie Farr
& Gallagher. 7$7 Seventh Avenue, NY, NY 10019, 212-1is-SOOO.
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02125/02 12:97 u. DIR REG OFC OPS .. .., ... :-l'ORTHEAST REGION 1,©0011002
UNITED STATES
SECURITIES AND EXCHANGE CQMMISSION
W~uohlngtOf'I, D.C. 20543
DIVISION OF
ENFORCEMENT
rbii6\.ibH7.1(CJ
FAX TO:
FAX#:
PHONE#:
FROM: 11bi1611b117;1c)
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MESSAGE:
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02/25102 12: 37
DIR REG OFC ors ..,. .,. . NORTHEAST REGIOJ\' ~002/002
Dear Harvey,
Thank you very much for the attentiou paid to the matter of Trump Hotels and
Casiuo Resorts. I greatly appreciate the time you bave taken to speak to me and
also the professiooalism aod fairness shown by you and your representatives. We
will work very hard to make sure that this situation does not occur again.
·ncerely,
Donald J. Trump
November 6, 2001
Dear Counsel:
Enclosed is a revised prop9sed Section 21 (a) report. Al~o cru.:lostid is a i.:omputer red.lined
version of the draft I previously sent you, which you may find helpful in identifying the changes
from the staff's last draft. As you will see, n1any of the changes address issues other than those
that were the subject of your proposed changes. Once you have had a chance to review the new
version I will be happy to discuss the staffs changes, and the changes you proposed in the draft
you sent over on Septcn1bcr 28 111 •
The staff is providing this draft 21 (a) Report order for settlement purposes only. The
contents of this Report is neither binding on the Commission nor admissible against the
Commission in any judicial or administrative proceeding whatsoever. Any settlement negotiated
by the staff must be approved by the Conunission for the settle1nent to bccon1c effective.
If you have any questions• ~l1vish to disc11ss this, you can reach me-·,_ _ _ _ ___,
Please note my new fax number 1s,__ ___
(bl(6).(b){i)(CJ
_,
_•
(b)\6),\b)(7)\C)
Enc.: as indicated
UNITED STATES OF AMERICA
Before the
I. INTRODUCTION
The Con1mission staff has conducted an investigation into the issuance of an earnings
announcement by Trump Hotels and Casino Resort~. Inc. ("THCR" or "the Company"), On
October 25, 1999, THCR issued a press release concerning its results for the third quarter of
1999 (the "Earnings Release" or the "Release"). The Earnings Release announced that "[n]et
income increased to $14,0 million or $0.63 per share, before a one~time Trump World's Fair
charge, compared to $5.3 million or $0.24 per share in 1998." The net income figure used in the
Release was a pro forma number because it expressly adjusted income for the quarter to exclude
the one-time Trump World's Fair charge of $81.4 million. (Accordingly, the net income figure is
hereafter referred to as "pro forma net income" and the EPS figure derived from the pro form.a
net income is referred to as ''pro forrna EPS.") In addition to.using the pro fonna nee income
and EPS figures, the Release stated that the c:ompru1y had beaten analysts' ean1ir,igs expectations
and that the Coinpany had been successful in improving its operating performance. The Release
failed to disclose, however, that the pro form.a net income included a one-time gain of $17.2
million. In the context of the proforma net income, and the statements about improvements in
the Company's operations, the omission of information about the one-time gain created the false
and misleading impression that the Company's quarterly results were attributable to operational
improvements. In fact, without the one-time gain, the Company's revenues and nm forma net
income wou1d have decreased from the prior year and the Co1npany would have failed to nieet
analysts' expcctatioris.
Because of issues relating to the use of press releases and pro fonna numbers to disclose
financial results, the Commission deems it appropriate to issue this Report of Investigation
("Report") pursuant to Section 21 (a) of the Securities Exchange Act of 1934 ("Exchange Act") in
order to discuss its concern about misleading statements in earnings press releases and.to provide
guidance both to companies that issue such releases and investors who rely on tl1ern.l/
II. !'ACTS
Background
In September 1999. Taj Mahal Associates ("Taj Associates"), a THCR subsidiary, took
over the All Star Cafe located in the Taj Mahal Casino from Planet Hollywood International, Inc.
On September 15, 1999, Taj Associates, Planet Hollywood, and the All Star Cafe, Inc. reached
an agreement, pursuant to which, effective September 24, 1999, the All Star Caf6's lease of space
at the Taj Mahal would be terminated and All Star would be relieved of its rental obligations to
THCR. In return, Taj Associates would receive the All Star Caff's leasehold improvements,
alterations. and certain personal property. Based on an independent appraisal and consistent with
the advice of its outside auditor, and with generally accepted accounting principles ("GAAP"),
11 Section 21(a) of the Exchange Act authorizes the Commission to investigate violations of
the federal securities Jaws, including violations which have not yet occurred, and to
"publish infonnation concerning any such violations," The Comntission has periodically
exercised its discretion under Section 2l(a) to issue a report where a question of public
importance is involved and the financial Community should be informed about the issue
and the Commission's response to it. ~ Spartek. Inc. and John A. Cable, Exchange Act
Release No. 15567 (February 14, 1979) (Loomis, C., concurring); The Commission's
Practice Relating to Reports of Investigations and Statements Submitted to the
Commission Pursuant to Section 2l(a) of the SecuritieS Exchange Act of 1934, Exchange
Act Release No. 15664 (March 21, 1979). This Report pursuant to Section 21(a) docs not
constitute an adjudication of any fact or issue addressed herein.
2/ Ribis's contract with THCR expired in June 2000 ~nd was not renewed. Ribis is no
longer associated wilh the Company.
THCR recorded $17.2 million, the estimated fair market value of these assets, as a component of
operating income for third-quarter 1999.
On October 25, 1999 THCR issued the Earnings Release. publicJy announcing its results
for the third quarter of 1999. The Release characterized results of certain of the Company's
efforts as "positive" and noted the Company's success in exceeding certain analysts' estin1ates
for the quarter. One of the Release's headings declared "net profit iricreased to 63 cents per
share vs. 24 cents per share in 1998." The Release, and the accompanying financial data, defined
net income, or net profit, for the quarter as income before the World's Fair closing charge of
$81.4 million.;2/ Using this llJ:Q forma net income, the Release announced that the Company's
quarterly earnings exceeded analysts' expectations:
Net income increased to$ 14.0 million, or$ 0.63 per share, before a onevtime Trump
World's Fair charge, compared to$ 5.3 urillion or$ 0.24 per share in 1998. THCR's
earnings per share of$ 0.63 exceeded First Call estimates of$ 0.54.:!/
The Release also suggested that the Company's increase in net income Was the result of
increased operating margins. decreased marketing costs, and increased cash sales from non
casino opera.lions. In the Release, Ribis was quoted as saying:
Our focus in 1999 was three"fold: first, to increase our operating margins at each
operating entity; second, to decrease our marketing costs; and third, to increase our cash
sales from our non-casino operations. We have succeeded in achieving positive results in
each of the three categories. The third quarter and nine month results for the company
indicate that we have ·successfully instituted the programs that we focused on during
1999.
The Release did not disclose, ho\vever, that the Company's net income for the quarter included
the one-time gain resulting from the All Star Cafe lease termination.;}./ The Company's $14
million oo> forma net income was based in part on tl1c $17.2 ntillion oneMtin1e gain.
JI The Release also used a IJ!Q fonna EBITDA figure, defining EBITDA as earnings befo.re
interest, taxes, depreciation, amortization, corporate expenses and the $81.4 million
Trump World's Fair closing charge.
11 The accompanying financial data also included figures for net income (loss) and earnings
per share for the quarter that, consiste;nt with GAAP, included the World's Fair charge.
1'hose figures were, respectively, a loss of$67.4 million and earnings per share of -$3.04.
:)./ Not only was there no rnention of the one~time gain in the text of the Earnings Release,
but the financial data lncluded in the Release gave no indication of it, because, as
discussed below, all revenue items v.·ere reflected in a single line item..
While many of the Company's statements in the Release were litera11y true. the Release
taken as a whole was misleading. The Release used proforma. numbers that expressly excluded
the one-time charge and it highlighted the Company's increased operating margins, decreased
marketing costs, and increased cash sales from non~casino operations, while failing to disclose
the impact of the one~time gain.QI Thus, the Release created the inaccurate impression that
THCR's third~quarter results had exceed anaJySts' expectations solely because management had
been effective in improving the Company's perfonnance.Z/
The table below illustrates the impact of the one-time gain on the trends reported in the
Earnings Release:
Historically, THCR announced its quarterly results through an earnings release that
provided a detailed account of the Company's financial perfonnance. These earlier earnings
releases itemized revenues (on a Company-wide basis and also by property) by "Casino,"
"Rooms," ''Food & Beverage~" and 110ther." In addition, they provided detailed information
regarding cacli casino's perfonnancc in tenns of slot machine play, table game play, and poker,
keno, and race wagers, as well as infonnation regarding each casino's number of holel rooms
sold, average room rates, and occupancy rates. In the third quarter of 1999, however, Ribis,
following similar models used by THCR's competitors, decided to adopt a more concise, or
"streamlined," format for the earnings release. Unlike the more detailed earnings releases of
§/ Although the statements about increased operating margins, decreased marketing costs,
and increased cash sales from non-casino operations were literally true, in the context of
the Earnings Release they were misleading, because, without the $17.2 million one-time
gain, the increases in margins and cash fro_m non-casino operations were negligible.
Excluding the one-time gain, THCR's operating margins in-creased by 0.4o/a from third
quarter l 998 and its non-gaming revenue increased by $1.8 million, or approximately
2.25%. The Company's marketing costs (as represented by promotional allowances)
decreased by approximately $549,000, or approximately 1%.
]J See note 10, infu! (noting that the first research report by Deutsche Banc after the
issuance of the Earnings Release had reported that the Company's $0.63 third-quarter EPS
was driven by margin gains).
earlier quarters, the new, streamlined format did not break out revenue items, but instead
disclosed revenue as a single line item for each casino. Thus, the streamlined format did not
break out "other revenue,'' the line-item classification in which the $17 million one-time All Star
Cafe gain would have been reported under the old format
The Earnings Rckasc was prepared by THCR's Chief Financial Officer ("CFO") and its
Executive Vice~President and Corporate Treasurer ("Executive VP") and approved by Ribis.~/
Although the Release used the ll[Q_fQrma net income figure, whii~h expressly excluded the one
time World's Fair charge and thus reasonably implied that such proforma net income reflected
solely the results of on-going operations. neither the text of the Release nor the accompanying
financial data disclosed the existence or impact of the one-time gain.
Al 10:00 a.m. on October 25, 1999, the day the Earnings Release was issued, THCR held a
conference caH with analysts. During the ca11, Ribis told the analysts that increasing non~casino
sales at the Taj Mahal had been a priority over the past year, and cited the Taj Mahal's third
quarter revenues as evidence that the emphasis had paid off. Ribis did not say that the Taj
Mahal's non--casino revenue ·had increased principa~ly because of the All Star Cafe trans.action.')}
During the call, one analy.St who had misunderstood Ribis' statement about the amount of the
increase in non-gaming revenue at the Taj Mahal frorn third-quarter 1998 asked Ribis how tl1e Taj
Mahal had achieved an overall gain of $5 n1illion despite an $11 'million decrease in gaming
revenues. Ribis responded that he was not familiar with the details of TllCR 's quarterly results
and suggested that the analyst speak directly with the Company's CFO.
lnunediately after the issuance of the Earnings Release and the conference call, analysts
began asking questions about the details ofTHCR's incre:t<;e in revenues. Within hours of the
conference call, the CFO spoke to several analysts who called with questions about specific
aspects of Company's third~quarter results, and he provided them with information about the All
Star Cafe gain. Over the next few days, additional analysts raised questions about THCR 's
quarterly results, and the lack of detail in the Earnings Release. When Ribis was informed of
analysts' reactions, he directed THCR's CFO and Executive Vice President to speak to every
analyst who had been on the cOnference call to explain the All Star Caft transaction. In addition,
the Company dcCided to accelerate the filing of its 10-Q for the quarter, which \vould contain a
description of the one~time gain.
After receiving clarification from THCR, analysts informed their clients of the impact of
the one-time gain. One analyst at Bear, Steams & Co. notified his clients on October 27. 1999
~/ After the third-quarter 1999 Earnings Release was issued, the Company established a
procedure by which earnings releases are reviewed by the Audit Committee before they
are issued.
21 Without the $ l 7 .2 million one-time gain, non-casino sales at the Taj Mahal increased by
only $300,000, or less than one percent, from third-quarter 1998 to third-quarter 1999.
that the increased third-quarter EPS resulted from the inclusion in revenue of the one-time All
Star Cafe gain. ()n October 28th, analysts at Deutsche Banc Alex Brown issued a report on the
effect of the one-time gain, which was disseminated to subscribers to Deutsche Banc research
over the First Call Research Network. The Deutsche Banc analysts reported that Company
management had disclosed that day that roughly $0.47 of the $0.63 third-quarter !!ffi fonna EPS
the Company had previously reported "were not operating EPS but were actually the result of an
accounting gain:' The analysts detennined that after backing out the one-time $17 million gain,
THCR's net revenues would have fallen 2.7 %, rather than rising 1.5 % as they did when the one
time gain was included. The Dent<;che Banc report also ex.plained that, without the one-time gain,
the Company experienced negative trends in Con1pany-wide cash flows and margins, as well as in
Taj Associates' revenues from operations, rather than the positive trends indicated by the Earnings
Release. The analysts lowered their 1999 EPS estimate from-$1.17, contained in their initial
report on THCR's third-quarter results, to -$1.64.10/
The impact of the one-time gain was also reported in Th9_A.tl!!nti~..~itY..P.!'.~§.§ on October
1
28th, Barrons on Noven1ber 1~ , and The New York Post on November 2nd.
On October 25•, the day the Earnings Release was issued, the price of the Company's
stock rose 7.8 % (from$ 4 to$ 4.3135), on volume approximately five times the previous day's
volume. On October 2st11, the day of the second Deutsche Banc analysts' report and the Atlantic
City Press article, the stock price fell approximately 6%, on volume approximately four times the
previous day's voltune,
Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder prohibit fraudulent
statements in connection with the purchase or sale of securities. Under Rule lOb-5, a statement is
fraudulent if it is n1ade with scienter and it "omitls) to state a material fact necessary in order to
make the statements made, in light of the circumstances under which they were made, not
misleading."
10/ 'fhe Deutsche Banc analysts first issued a report on THCR's third-quarter petfonnance
(also disseminated via First Call) on Octobe.r 261h. The earlier report's headline
announced that THCR had reported third-quarter operating EPS of $0.63, driven by
margin gains. The at1alysts had also repo11ed that 11et revenues were up I .5o/o, despite a
1.3 °ki decline in gaming revenues at the Company's three Atlantic City properties. In the
initial report, the analysts had said that the net revenue increase was the result of an
increase in cash flow and profitability at the Atlantic City properties (including the Taj
Mahal) and concluded that the increase in cash flow indicated that the Company's
emphasis on co.st reduction had been effective. As a result of the reported quarterly
performance, in the initial report, the Deutsche Banc analysts had raised their l 999 EPS
estimate.
important when deciding whether to buy, sell or hold the se.curities in question. 3.~~· ~.~.~h;:..JDf'.:..Y..
Levinson, 485 U.S. 224, 231-32, 108 S. Ct. 978, 983 (1988). To constitute a violation, the
material misstatement or omission must be made with scienter. Aaron v. SEC. 446 U.S. 680, 701
02, JOOS. Ct. 1945, 1958 (1980). Scientcr is defined as "a mental state embracing intent to
deceive, manipulate, or defraud." Ernst & Ernst v. Hochfelder, 425 U.S. 185, 193-94 n.12, 96 S.
Ct. 1375, 1381 n.12 (1976).
Thus, an issuer violates Section IO(b) and Rule lOb-5 if it makes fraudulent statements in
public reports to invesrors, including press releases and other public statements. ~~~.3.f.£..Y.:
Koenig, 469 F.2d 198 (2d Cir. 1972); SEC v. Great American Industries, Inc., 407 F.2d 453 (2d
Cir, 1967), cert. denied, 395 U.S. 920 (1969). See also SEC v. Texas Gulf Sulphur Co., 401 F.2d
833 (2d Cir. 1968) (en bane), cert. denied, 394 U.S. 976 (1969). In Public Statements by
Corporate Representatives, Securities Act Rel No. 65.04 (January 1984), the Commission
reminded registrants that "f_t1he antifraud provisions of the federal securities laws apply to all
public statements by persons speaking on behalf of the registrant." The Commission also made
clear that public announcements and press releases constitute public statements. lJL. ~ ~
Carter-Wallace. Inc. Sec. IJtig., 150 F.3d 153 (2d Cir. 1998) (adverrisements by issuer can be "in
connection with" the purchase or sale of securities); Sunbeam Corporation, Exchange Act Release
No. 44305 (May 15, 200l)(issuer violated Section !O(b) and Rule !Ob-5 when it disseminated
materially false and misleading press releases)Jll
The omission from the Earnings Release of the infonnation that THCR's m:Q forn1a net
income included a $17.2 million one-time gain was material. That omission was material to the
assertions in the Earnings Release that proforma net income for the quarter had lmproved
compared to the prior year, that pro fonna net income had exceeded analysts' expectations, and
that t11e quarterJy resulls showed that managcrncnt had bccr1 effective in improving the Company's
operating perfonnance. THCR's assertions about its positive and improving perfomtance for the
quaner were based upon its ru:q fonna net income - income before "frump World's I-'air closing
costs of $81.4 ntillion. The use of this UIQ fonna number, and the presentation of the J2[.Q fu.r.m.;i
net income as·a measure of the Company's operating results, made the undisclosed inclusion of a
$17.2 million one-time gain in the Company's pro fonna net income materially misleading. The
one-time gain represented the difference between positive trends in revenues and earnings and
negative trends in revenues and earnings, and the difference between exceeding analysts"
expectations and falling short of them. Thus, the omission of information about the one-time
gain obscured a negative trend and a failure to meet analysts' expectations, and therefore could
reasonably have Jed analysts and investors to draw inaccurate conclusions about THCR's
quarterly result<.
11/ Similarly, an officer of an issuer who n1akes such misrepresental!ons or ornissions with
scienter violates the antifraud provisions. See SllCv,Sa.YQY. lndl!!l" 665 F.2d 1310, 1315
(D.C. Cir. 1981); Elkind v. Liggett & Myers, Inc.. 635 F.2d 156, 163-64 (2d Cir. 1980).
Cf. David C. Fannin, Securities Act of 1933 Release No. 7977(May 15, 2001)(corporate
officer who participated in the drafting of misleading earnings releases violate.d Section
l 7(a)(3) of the Securities Act).
IV. CONCLUSION
In this case~ THCR's Earnings Release created the false and misleading impression that
the Company had exceeded earnings expectations through operational improvements, when in fact
it had not. Under the federal securities-Jaws, even where earnings statements are literally true,
they may be materially misleading. The touchstone of accurate disclosure under the s~urities
laws is not literal truth. Thus, even if particular statements, taken separately, are literally true,
they will be fraudulent if, taken together and in context, they would mislead a reasonable investor
about a material fact (and if the requisite scienter exists). The materiality of omitted information
must be determined in light of the statements taken together and the context in which they are
made. Thus, an issuer's announcement of an improvement in revenues, net income, and operating
trends without disclosure 'that the improvement was the result of a non~recurring gain is materially
mislcading,12/ If such a material omission is made with scientcr, it violates Section lO(b) of the
Exchange Act and Rule !Ob-5 thereunder.
12/ Thi~ is true \\'hether the figures are calculated in conformity with GAAP or, as in this
case, are filQ fotma numbers.
2l(a)Reportl2.v,1pd Nov 6, 2001
UNITED STATES OF AMERICA
Before the
-------------------------------X
Report of Investigation in the Matter of
-- -· •••••••• - •• ----. - •• - -- •• - - -X
I, INTR.()DUCTION
The Commission staff has conducted an investigation into the issuance of an earnings
announcement by Trump Hotels and Casino Resorts, Inc, ("THCR" or "the.Company"). On
October 25, 199.9, 1".HCR issued a pres_s_ reJ~~~e concc1ni11gfn'it8uiiclifll its ~..,!£!:, tl1c third~
quarter of 1999\t~m (the "Ea111i11f,~ff:1ft'gs Release"ll or the "Relea«"l-Releaiie~). The
Eat oiugs Rele'.1SC announced that" ~rcofilba&y-~s'.cii't incomefBi increased to $14.El rnillion
01 $6.63 pc1 shaxc, bcfo1c a one thnc T1u1up \"lodd's Fail chatgc, cou1pa1ed to $5.3 1nillio11 01
$6.M pw share ill 1998." The net incontc figu1c used in the Release was a p10 fo11na 11un1be1
because it exp1essl) adjusted i11co111c fot tl1c qurutcr to exclude t11c onc~ti11rc Tt u11rp ·1Jlo1ld's Fah
chazge of $81.4 nrillion. (l\ccordi11gly, tltc net i11co111c figu1 c i.~ l1e1caftct 1cfc11cd to as "ll!Q
;u1111a ilCt i11co11IC" and lite EPS figu1c de1ivcd fioro the ptv futu1« net inco1nc is tcfcoed to as
"mo :fo:rrna El>S.'j ln addition to osiug the ptq fu11q4 net inconK· and EPS figures, the Rclc&c
stated:!:iriilfit'.irl~d that the Company had beaten analysts' earnings expectations And that tlic
·----------------------------- .·.. 6V~iff~~~~i(i7tiR"P~rThafu'.Cr\~PS'.l·~·;,;;M0·:631
··. ·i,'(f,5· ~::. 116-· ;.,f·'~se~;-.r~s-fO\efi:ih~~rn-com2:iiri'df:P·~
_.__ ;;,. S~ff-
gain of $17.2 million. 111 the context of tl1e p10 fo11ua net ineon1e, a11d tl1c statctncuts about
t111p1ovc111c11U1 in tl1c, Co111pa11y 's ope1 utiorts, tl1c 01uissio11 of i11fo1nratior1 about tire Otte tin1c
Because of issues relating to the use of press releases mid 910 fo111ra nurnbc1:; to disclose
financial results, the Commission deems it appropriate to issue this Report of lnvestigation
("Report") pursuant to Section 2l(a) of the Se~t:ti~:,~:§·~·~~e Act of 1934 ("Exchange Act") in
order to discuss its concern about misleading 11iSG1Q.~ in earnings press releases and
to provide guidance ~oth--to companies that issue such releases and investors who rely on
them.!/
II. FACTS
Background
lJ Section 2l(a) of the Exchange Act authoriL.es the Commission to investigate violations of
the federal securities laws, including violations which have not yet occurred, and to
"publish information concerning any such violations." The Commission has periodically
exercised its discretion under Section 21(a) lo issue a report where a question of public
importance is involved and the financial comn1unity should be info1med about the issue
and the Commission~s response to it. See Spartek. Inc. and John A. Cable, Exchange Act
Release No. 15567 (February 14, 1979) (Loomis, C., concurring); The Commission's
Pr4Ctice Relating to Reports of Investigations and Statements Submitted to the
Cornmissjon rursuant to Section 21 (al of the Securities Exchange Act of 1934, Exchange
Act Release No. 15664 (March 21, 1979). This Report pursuant to Section 21(a) does not
constitute an adjudication of any fact or issue addressed herein.
y Ribis's contract with THCR expired in June 2000 and \Vas not renewed. Ribis is no
longer associated with the Company.
a
h1 Scptc111bc1 1999, Taj h>'lal1al /iSSociates ("Taj Associates"), 'flfCR subsidia1y, took
o •Ct tl1e /\:II Stat Caf( located hi tl1c 'faj f\italial Casi110 f10111 Pla11ct lh>lly wood I11te111ational, I11c.
011 Scptc111bc1 15, 1999, Tµj Associates, Plauct I lolly wood. aud the-A:tt-Sta1€afe;·Jnc:-reached
a11 ag1ee1ne11t, puisuant to wlticlt, cffccti vc Scptc111bc1 24, 1999, tlic /tH Stat Caf6's lease of space
nt tile Taj Mahal wottld be te1111i1u'tted nnd All Sttn would be 1clicvcd ofirs tcotal obligations to
TIICR. 1111et~1n, Taj Associates would 1ecei~e tl1e All Shn Cllfl's leasehold ilnp1o~eu1cnts,
, alte1atio11s, and cc1tai11 pe1sonal p1ope1ty. Based 011 a11 i11depe11de11t app1aisal tu1d eo11siste11t witl1
tlte ad9 ice of its outside .1udito1, a11d witl1 gc11e1 ally accepted accou11bug ptinciplcs ("GAAP"),
'fIICR 1cco1dcd $17 .2 111illio11, tltc csti1natcd fai1 111a1 kct \laluc of tl1cse assets, as a cu111po11e11l of
. opc1a1ing ittco1uc fo1 thitd~qurutcr 1999.
On October 25, 1999 THCR issued the Earnings Release, publicly announcing its results
·tor the third quarteruf-1999. The Release cl1a1 actc1iwd1esalts of cc1tJi11 of tltc Co111pa11y's
1
effotts as "positi ~t:" and uotcdhighlighted the Company's o "tive trends and its·!success in
exceeding cc1 tain eatin anal sts' estimates for the uarter. 1 c Release's headings
declared !'EBITDA increased to $106.7 million v<. $90.6 m.iJlion in 1998" andJ"net profit
increased to 63 cents per share vs. 24 cents J?er share in 1998." The Releasei and the
accom ..!1.!l~ financial data. defined @DA a"s C'i.r:o_iDg~__~fQr~_1n.~xesti.l!!..>;..f;.§.. depreciat1ooJ
rnortiz3tion ·co orate ex nses and a or'Jc'-lilne:Char e r 1.4 mi Ill n r Ii r
·or
Closing the Trump World's Fair Casino Hotel·." The Release? and the acco1npanving finan ,ia
&ata. dCfined\iet income, or net profit, fat tli;s9ua1tc1 as income before the World's Fair closing
:"p&ft'.v[ ~!:4}!91fu?/'·:lf Using tltislosts and th.e c~mulative effect of a ehan e in aecountin'
~nnc1;2le. _Qiin[ th~e prQ ~ 11ct 111co111J1_y_m~f.~, the Release an11ou11ccd,t:~J?..h3!:~.~.~... that the
Company's quarterly earnings exceeded analysts' expectations:
Net income increased to$ 14.0 million, or$ 0.63 per share, before a one~time Trump
World's Fair charge, compared to$ 5.3 million or$ 0.24 per share in 1998. THCR's
earnings µer share of$ 0.63 exceeded First Call estimates of$ 0.54.:Y
The Release also suggested that the Company's increase in net i11co111Jiamingd was the
result of increased operating margins. decreased marketing costs, and increased c'ash sales from
Our focus in 1999 was threeMfold: first, [O increase our opera6ng margins at each
operating entity; second, to decrease our marketing costs; and.third, to increase our cash
sales from our non..casino operations. We have succeeded in achieving positive resu1ts in
each of the three categories. The third quarter and _nine month results for the company
The accompanying financial data also i~cluded figu"fs for net mcome (loss) and eamin~
R.~_rJ.h.ru,--eJ2.! the qun1te1 that, co11sistcnttn accordance with ¥enerally accepted accounting
b1irici6les ('~GAAPQ~ included the World's Fair charge. Those figures were, respectively 1
a loss of $67.4 million and earnings per share of -$3.04.
iildicate that we have successfully instituted the programs th3.t we focused on during
1999.
The Release did 11otfal@:;M dis~lose, however, that the C:gnm!!'!Y~~ 1 ~6~d $.t4W110P
net i_R~~~~,!?~.;L~7.~.i:,arter include~ thcin:fuitis\1~1 o~e-time &~~r !?li$:f7~2rlffi~Ifohifes~lt~ng from
the filmauon,of·the!All Star Cafe!!! lease ternunat1on.SI Ti!L.lhe Company s $14 11ulho11 l!1\!
founa net b1co1nc has based in pa1t 011 the $17,2 xoillio11 ouc-ti111c gaiu.
The table below illustrates the impact of the one-time gain on the trends reported Jn the
Earnings Release:
(In thousands)
!Ii In September 1999, Taj Mahal Associates C'Ta:j Associates"), a THCR subsidiary 1 took
over the All Star Cafe located in the TaJ Mahal Casino from Planet Hollywood
International, Inc. On September 15, 1999, Taj Associates, Planet Hollywood, and the
All Star Cafe, Inc. reached an agreen1ent, pursuant to which, effective September 24,
1999, the All Star Cale's lease of space at the Taj Mahal would be terminated and All Star
would be relieved of its rental obligations to TJICR. Jn return, Taj Associates \.vould
receive the All Star Caf6's leasehold improvements, alterations, and certain personal
property. Based on an independent appraisal and the advice of its outside auditor. THCR
recorded $17.2 million 1 the estimated fair market value of these assets, as operating
income for the third quarter 1999.
~/
Revenues $397,387 $403,072 $385,812
EPS $3851'8&2
@hi'.i8 ~-:~·2Q,~§2 Uo6.666 !t:'.Jl9~429
.......
nc m '"' 0-i~',World'.
' I'
,..~
Historically, THCR announced its quarterly results through an earnings release that
provided a detailed account of the Company's financial performance. These earlier earnings
releases itemized revenues (on a ComPany-wide basis and also by property) by "Casino,"
"Rooms," "Food & Beverage," and "Other." In ad_dition, they provided detailed information
regarding each casino's perfonnance in terms of slot machine play, table game Play, and poker,
keno, and race wagers, as well as information regarding each casino's number of hotel rooms
sold, average room rates, and occupancy rates. In the third quarter of 1999, fiowever, Ribis;
followi11g si111ila1 111odels tJsed by TIICR's co111pctito1s, decided to adopt a more concise, or
"streamlined," fouua~ for~ earnings releaseS. Unlike the more detailed earnings
re]eases of earlier quarters, the new, streamlined format did not break out revenue items, but
instead disclosed revenue as a single line item for each casino. Thus, the streamHned format did
not break out "other revenue," the line~item classification in which the $17 million one-time Alf·!
Star Cafe gain would have been reported under the old format
The Earnings Release was prepared by THCR's Chief Financial Offieer("CFO") and its
Exec!!J!:!~ y;ce-President and Corpo;ate Treasurer ("Executive VP") ,and approved by RibisJ Th'J
5JM FinaliCi:a-1 ·0fficer c0m'pil¢cl-.the·financial infoJ·mation fronr"bdtll 'c>f~th'e individUal
At 10:00 a.m. on October 25, 1999, the day the Earnings Release was issued, THCR held
a conference call with analysts. Du1 ing~ the calI, Ribis told the analysts that increasing non
casino sales at the Taj Mahal bad been a priority over the past year, and cited the Taj Mahal's
c:
~arter reven~es as i~~nc4¥~;~~t .t_h~ emphasis .had paid off. Ri~is did not ~h\lliJ
~that the TaJ l\1trbal :s:Ni'ffliihhact.mG~ non-casino revenue had 111c1cascd
principall#)i.F\! because of the All·!Star Cafe transaetion.jif fluoi11g the cm+JWh'i111 one analyst
who had urisu11de1stood Ribis' state111ent about the Mnowrt of the inctease in noH~gaurin:g
TaL!:'JJtl•,?1 ftou1 thitd~qua1tcr 199$1rifillii~ asked Ribis how the Taj Mahal had
1cvc11uc at t11c
achieved ansWifWi·g\? overall gain of $5 nrillion despite an $11 mi1lion decrease in gaming
revenues:i Ribis 1espo11dcd tl1at lie was not fa1ullia1 witlt the details ofl'IICR's qua1tc1ly 1esults
and suggested that the analyst speak directly with the Company's CFO.
Immediately after the issuance of _the Earnings Release and the conference call, analysts
began asking qucstiotts abou@-stion·ifi the details ofTIICR's@Wd increase in revenues.
Within hours of the conference call, the CFO spoke to several analysts who called with questions
about specific aspects of Company's tl1i1d-quactc1Iffi?'.dQttJaev results, and be p1011idcd thc1n with
iuforn1atio11 abottt the i\11 St.:u Caft gain. Over the next few days, additional analysts raised
questions about 'fHCR's quai tcolytfuW,tilporleil results, and the lack of detail in the Earnings
Release, When Ribis was inforrr1cd of analysts' reactions, he directed 'fllCR'sth'ci CFO and
Executive Vice P1e.~ide11t~~~ to speak to every analyst who had be-.en on the confurence call tO
explain the All-!Star Cafe transaction. In addition, the Company decided to accelerate the filing
of its 10-Q for the quartet, wl1icl1 ••Onld co11tai11 a dcsc1_iptioo of tl1c 011c ti111c gain.
Aftc1 1ccci vi11g cla1ificatio11 f101n 'HICR, analysts i11fo11ncd tl1ci1 clients of tltc inrpact ofl
11 MerS'tfi~ the third-quarter 1999 Earnings Release was issued, the Company:h~"§
established a procedure by which earnings releases are reviewed by the Audit Committee
before they are issued.
1\\(--""""""'-i'·''"''','' .,,,.,. ,.,.. .
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E"li~n1'it One analyst at Bear, Sleams & Co. notified his clients on October 27, 1999 that the
increased third-quarter EPS resulted from the irlclllsion in revenue of the one-time All-~Star CafC
gain. On October 28th, analysts at Deutsche Banc Alex Brown issued a report on the effect of
the one-time gain, which was disseminated to subscribers to Deutsche Banc research over the
First Call Research Network. The Deutsche Banc analysts reported that Company management
had disclosed that day that roughly $0.47 of the $0.63 third-quarter P'.Q fnrn.l~ EPS lhe Company
had previously reportecti "were not operating EPS but were actually the result of an accounting
gain." The analysts dere~~~d that after backing out the one-time $17 rnillion~s net
revenues would l1ave fallcnl!l:! 2.7 o/o, rather than rising 1.5 % as tile) did ~9hetn;ll.'(l.1tppeared ·
fillli!! lhe one time gain •as i11dudeMiftgJ!11.fil~!'2. The Deutsche Banc report also "'plained
that, without the one-time gain, the Company .experienced negative trends in Company~wide cash
flows and margins, as well us in Taj Associates' revenues from operations, rather than the
positive trends indicated by the Earnings.Release, The analysts lowered their 1999 EPS estimate
from-$1.17, contained in their initial report on THCR's third-quarter results, to ·$1.64.2/
The hnpact of the 011c tintc gain was ah:o tepotted in The Atlantic City Pres! on October
28th, Darrons 011 rJovc111bc1 ltl, tmd The ~Je •• Ystlt Pest SH ~feveffifier 21'16.
On October 2sm,the day the Earnings Release was issued, the price of the Company's
stock rose 7.8 % (from$ 4 to$ 4.3135), on volume approximately five times the previous day's
volume. On October 2811:!;-the day of the second Deutsche Banc analysts' repo1t and the:. Atlnnlic
City Ptess atticlc, the stock price fell approximately 6%, on volume approximately four times the
~vious day's volume.
!!.Ill
21 The Deutsche Banc analysts first issued a report on THCR's lhird-quarter perlonnance
(also disseminated via }"irst Call) on October 26th. The earlier report's headline
announced that THCR had reported third-quarter operating BPS of $0.63, diiven by
margin gains. The analysts had also reported that net revenues were up 1.5%, despite a.
1.3 % decline in gaming revenues at the Company's three Atlantic City properties. In the
initial report, the analysts had sald that the net revenue increase was the result of an
increa')c in cash flov,i and profitability at the Atlantic City properties (including the Taj
Mahal) and concluded that the increase in cash flow indicated that the Company's
emphasis on cost reduction had been effective. As a result of the reported quarterly
pcrfonnance, in th~~,H!Lf~port the Deutsche Banc analysts had rai-sedi~f~~1 their
1999 BPS estimate'm':a':iefs·s'cif1 1.,,"11.
10/ The impact of the one-time gain was also reported in the general media, specifically in
art1cles in The Atlantic City Press, The New York Post, and Barrons. 1'he first of those
articles was published October 28, 1999 - three business days after the Earnings Release
was issued.
III. LEGALANALYSIS
Section lO(b) of the Exchange Act and Rule IOb-5 thereunder prohibit fraudulent
statements ln connection with the purchase or sale of securities. l.fnder-Rttle-tffir~"1t"Statem.ent·
is f:lattdulent if it is ntadc wjtli scie11te1 a11d it!kule 10b#5 defines as fr'audulent. a statement thal
"omit[s] to state a material fact necessary in order to make the statements made, in light of the
circumstances under which they were 1nade, not rnisleading."
---''ffi!0.1u~s~,c{\n issuer violates Section lO(b) and Rule 10b·5 if it makes fraudulent statements .
ill public reports to investors, including press releases and other public statements. See SEC v.
Koenig, 469 F.2d 198 (2d Cir. 1972); SEC v. Great American Industries Inc., 407 F.2d 453 (2d
Cir. 1967), ce!l. denied. 395 U.S. 920 (1969). See also SEC v. Texas Gulf.Sulphur Co., 401 F.2d
833 (2d Cir. 1968) (en bane), cert. denied. 394 U.S. 976 (!969). In Public Statements by
Coroorate Representatives, Securities Act Rel. No. 6504 (January 1984), the Coriunission
reminded registrants that "[t]he antifraud provisions of the federal securities laws apply to all
public statements by persons speaking on behalf of the registrant." The Commission also made
clear that ublic announcements and Qress releases constitute public statements. Id. IThe Court~lri
EC v. Texas Gulf Sul hur. Co.··-···-···
-whlch'i11·JoJ ··········-·
ved a- ........·-·····-······-··-················--·
ress release ..si1nilurl . stated! -··
u oses.
@01 F.2d at 861-863 .(emphasis addedJl See also Carter-Wallace, Jne. Sec. Litig., 150 F.3d 153
(2d Cir. 1998) (advertisements by jssuer can be "in connection with" the purchase or sale of
securities); Sunbeam Corporation. Exchange Act Release No. 44305 (May 15, 2001)(issuer
violated Section !O(b) and Rule JOb-5 when it disseminated materially false and misleading press
releases).!l/ ·
ill Similarly, an officer of an issuer who makes such misrepresentations or omissiOns with
scienter violates the antifraud provisions. ~'!.ll SJl.C..~~aYQY Indus., 665 F.2d 1310, 1315
(D.C. Cir. 1981); Elkind v. Liggett & Myers, Inc., 635 F.2d 156, 163-64 (2d Cir. 1980).
~[David C. Fannin, Securities Act of 1933 Release No. 7977(May 15, 2001)(corporate
(continued...)
!li(... continued)
officer who participated in the drafting of misleading earnings releases violated Section
!7(a)(3) of the Securities Act).
W To violate Section JO(b) and Rule IOb-5, a 1natelial misstatement or omission must be
made with sci.enter. Aaron v. SEC. 446 U.S. 680, 701·02, 100 S. Ct. 1945, 1958 (1980)..
Scienter is defin6d as "a mental state e.m~racing intent to deceive, manipulate, Of
defraud." Ernst & Ernst v. Hochfelder, 425 U.S. 185, 193.94 n.12, 96 S. Ct. 1375, 1381
n.12 (1976). ·
IV. .CONCLUSION
111 tlds case. TIICR's Ea111h1gs Release c1eatedthe'fatse-and 111isleadi11g i111p1e,5sio11 tJ1at
tl1C Co111pa11y l1ad exceeded cat11i11gs cxpectatio11s tlnoogl1 opc1atio11al in1p1ovc1nc11ts, wl1c11 i11
f.otct it liad uot. Uudct the fcdctal scculitics laws, c;§ven where earnings statements are literally
true, they may be materially misleading. The touchstone of accurate disclosure under the
securities laws is not literal truth. Thus, even if particular statements, taken separateJy. are
literally true, they will be fraudulent if, :a~~t~ t (fether ~nd in context, they would misJead a
reasonable investor about a material fac 1· Ana the 1cquisite seie11te1 exists). Tl1c
materiality of omitted information must be determined in light of lhe statements taken together
and the context in which they are n1ade. -Thus, an issuer's announcement of an i111p1o~e1ne11t
a'in~ ·eVen as it u orted to resent.'r .· liu' ·s' frorn oneoin o rations and·thuJ
m
lie:ated the -ralse ·and rnislead.in° im ressi"On that the c, on ·ha: · 1·1
Xflectations through operational imptove1nents. Where. an issUef (and an i1idl.vidual corporate
·rficial ac :with scienter to create a false im resslon. as t6 a inaterial issue Whi{e withholdinJ
. nforina · n n c rsland tha the im ression is,fitisleadin the issuer and the
· fficial violates Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder.
I "--·
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AAOOOOS
CONFIDENTIAL
AA00010
CONFIDENTIAL
,,
·r. ' .
TRUMP HOTELS & CASINO RESORTS 11C
COllSOUOATllG IHCOMESlATI:MOO
FOil TllE NINE MONTitS PEA10D ENDED SEPID!BER 30. 1119
llN THOUSANDS, EJICEPTEPS DATA)
~ fVt$40
1
21.oci.H
04:S1 I'll
REVENUES
TllUllPTAJ
MAHAL
Tm.MP
PLAZA
11.11.12Q~
TCS tAC TACF TACF U TACF I El.r.llN
-
TIUIPAC lllCA THCR Tlu.tP
FUND HOUlllG TRUMP IND llAFINA
11114.as~rno J'
THCll
EHrER ElJollj
THCRHOl.D
CONSOL THCll llC
THCRllC
El.r.llN CONSOL
r· ~·
GlMING iie:m 1662243 1972 529 sm.5291"
ROOMS 29.010 57750 2.246 12.266 72.252 72.262
FOOD .\NO BEVERAGE ·~!16Z 20nsl
39.578 ll0.540 109.523 109.523
OTHER JJ,114 9.121 42.33S ms 1052 e 055 13 •98• 51.442 51.4'2
l.CSS. PROMOTIONAL ALLOW 48.32() 46.5"5'/> 94.865 2.182 28.475 125.522 ....... ~ - 125.522
I
NET REVENUE
23~.1~
1·. CC'f
U372
66.0:W
~~.s;1
312,109
164.131
1C.1~
1~
60.216
997
17' 33~
0
6
0 0 D 0 0 748.IKT.I
401.281
21831
2t'.370
128.315
44 910
0
1.418
1&.239
221
"""'
72 091
1,456
3.sa·
21 46f
5.258
221691
1Wl66
2.Slli
8.144
48.622
12.S80
0
69
(3,Cta)
13 498!
1,oao.234
598 238
21$117
40.175
209.212
63 !67
0 0 1.0ll0.234
598.231
26.177
4C.1i5
209.212
63.36:
'I:
•
/J
II
i~UMP WORLD'S FAIR CLOS'NG 12s :ns 128 375 128.375 128.375
I
INCOME FROM OPERATIOffS n.097 (82.1121
' (65) 0 0 0 0 (S.080) 0 (12.1621 4.&11 28,190 (69) 0 14.690 0
• 14.690
NON·O!'E!=!ATI~ INCOME
l"'Tr'.?.ES~ INC~t.
IN""E?EST EXPENSE
1CXP.
a&e
.~:•.2iS,
mf..
i35.5J61'/>
1013., f°' 2sc .f s.J2etl,;z 109>21\J.937
i110.76i) 101.250:} rS.3261 )'
,Jr210si-· 2.36S
1115.3311
1e esa~ 1~ iJs
(15.856)/ 18.1S.f•
4SZ 585 !
1s.ss1 'J}.•o:Jss1 I
I IZ~2513'
29.256
~ 143
1,166 7811
5 143
,"166 7£!11
ci-1-1Efl NON·OPEA:...TlNG INC· EXP: 33, 50" )85 t2.104• f !1 7191 (1 ;'19:
TOTAL N()fj.OPER INCIEXl'I 1611.087) (35.064) ,;0 0 (8,426) I 0 0 0 0 1112.677) 0 (l.018) 17.0131 131,760) I 1 0 11u.1Sn 0 0 (163.351)
'
I
INCOME (~OSSI 8EFORE INCOME TAXES 0 16.4.91) . 0 0 0 1117.157) 0 116.080) (2.402) 111.560) '' 0 1148.11n 0 0 114u1n
b.OH (1F.176:
i
' 1611
0 0 0 0
0
(117.657) 0 111.980)
rne..i
r
1150.113) 0 0
2.246
(150.913) ,..
•
M\NORITV INTEREST c i 0 0 c '.; 0 0 0 c r. 0 0 55.189 5S.18G
zmo..
~-'
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21.o.t...
03:4$ PM
•
47,822 98378 11.28 29672 128.578 12B.S18
60 551
rn.aat 1'
421.121 '13.150 0 0 0 0 0
' 0 3,375 1112,163 215.444 0 (3.3T!il 1,0M.296 0 0 1,llSS.216
&! ~':'t. "7:.i. 8€ 124.514 12.499 22.00& 44.844 (3.3751 200.!48 200.5'9
I 6(•E ~.c 100.117 10L250 6.30! 2.102 1210.907 4412 16.856 13 776 895 SS4 (29.39i1 7166 71ft
."3£.:7e 1110.!135• i1D1 (50· 1€30$1 12 1021 210 90· 1115994) (1&.8561 117.9821 16.9611 1362631 29 36' (166 6791 1166 6'\l'
.·:· G:"
0 (2861 12861 (2$,
0 (7.818' 0 0 0 0 1111.512) 0 14.11161 (6.3721 (37.709) 0 0 (159.7") 0 0 (1S9,719l
1G11.oi3 1 r34.&311
(7.1441 0 0 0
0
(1.215) 0 113.5251
2.225
(7.1111) 114.153) 0 0
~225
(31.7121 0
Z225
(36,m) '/
•
:.3.ll 4.fBt;
' 0
'
0 0 0 0 0 0 c 0 c 0 0
0
13,434 13,Q4
S~341 $~, 18b $0 ($7.7441 10 so so so (Sl.215) so (1135251 117.179) ll1U531 10 so 1536.77:!1 so $13,434 ($2:1,338)
($1 .051
1'1'
I TUP HOTELS & CASNl RESORTS INC !Mld·l9
CCIHSOUJAll«l IHCOME STATEMENT 04:07 PM
FOR Tl<E QUARTER TO DATE PERIOD ENDED SEPTEMBER 311. 1999
{IN THOUSANDS. EXCEPT EPS DATA)
TRUMP TA.I TIUIPAC Tl<CR Tl<CR TIUIP Tl<CR Tl<CRHOl.D 1l<CR INC
MAHAL PLAZA 'ftS TAC TACF TACF ITACF • EUitlN C(JffS()L FUNO HOUJl'jQ TllJMPIND MARINA ENTER El.lllN COffSOl. Tl<CR INC ELl!IN CONSOL
REVENUES
GAMING 1136.42' 1104900 S241.324 $33.638 S7S.316 13som S35'l.30C
ROOMS 11.060. 11.393 22.•Si 1.116! S.047 28.!611 26.!69
FOOD AND 8EVEAAGE 1S.15':' 1"4.013 :1'1.170 1.030 10229 10.129 10129
O'tHCR 23.3'1 ! i39 27.11(1 1.166 3" 3.IJ5 {11161 30.902 3C 902
GllOS$RmNUE 186.01& 130.045 0 0 0 0 0 0 320.0$1 0 1,166 36.ll!IOI 14.057 0 11.1111 1111,208 0 0 450,206
-
LESS PllOMOTIONAL ALLOW 18.354 17.043 35.397 1-169 10.570 47.136 47.136
-·
•
NET REVENUE 161.662 111.om 0 0 0 0 0 0 0 1.166 34.121 113,487 0 {1,1111 403,072 0 0 403-072
GENERAL & AOMIN 22.00C ~c .22.7 16 IJ.043 6.039 616':' 16.130 11.16$) 71)213 70 21~
•C<JUE FROM CffRATIOHS 41,44; f103.1tn 0 111:, 0 0 0 0 162.264) 0 (USO) 1,ltO 14.771 0 0 (81,»3) 0 0 151.3331
INCOME ILOSS) BEFORE TAXES. JOINT 1C,22.1 (115,51'7~ 0 (2.5741 0 199.1127) (6.372) 1.360 0 0 (1116.636) 0 0 (101!1.6351
VENTURE l EXTRAORDINARY ITEMS
0 0
' 0 161161
•
LOSS t"' ~::llN: v;Ni'URE 0 :'S.: 734 734
lC\111 EFFECT OF ACCTNG CHANGE 16.224 (115.577) (2.574) 0 0 0 1111.11211 0 li.372) (1.~301 1.360 0 (106,360) 0 0 1106.36')
0 c 0 0 0 0
0
0 0 0 38.899 3{1.899
NET INCOME ILOSS) $18.224 ($115.577) SO (Sl.574) so $0 so 10 {199.127) so (S6.372) ($1.4301 St.360 so so (11116.369) SO SlUll (S67.4701
~~
1~
---· -
-
-11199
Ill THOUSAIUlS. EXCEPT E1'S DAT A)
ABTAreD OCT 1"'
TJIUMPT.U 'lltCR 'lltCRHOLO TffCRINC
Pl.AlA !CS-AC TACF c iHTER PIN C011S01. THCR INC EMii CQllSOI.
REVENUES
GAMING $148.011 $103.~ $364.172 $364.1~
ROOMS ,, .•10 10.441 26.841 26.841
FOOO Alf) BEVERAGE 15.034 15013 C0,927 40.1127
OTIER S.66i 3395 (11251 13.132 13.132
GllllSSRrm!IE 180.122 132.511 0 0 0 0 0 0 0 (1.125} 145.012 0 0 4Q.072
GAMING
ROOMS
FOOD ANO BEVERAGE
GENER.\1.1 AllMIN
OEPl=.EC!A110N AAMORT
TOTAL COSTllANO EXP
64631
3.IGS
4.15'
23.255
6910
125.629
62.017
3.61!
S.06!
19 9'l$
6.49t
17.2«7 0
19
16 0 0 0 0
146,654
7.68&
10 02;
•3.162
:s '°5
m.034
'6.129
184
3.072
16.153
4.1il0
71)!198 0
11.1211
(1.1251
220.846
8471)
13.989
70.636
21.058
334.899 0 0
220.8"<!
8.47(1
13 98!
71) 53€
21 058
:134J91
•
INCOME FROM Ol'elAT10NS 3&.115 17."64 0 (181
• 0
• 0 53.'21 10.856 0 0 62.488 0 0 62.488
MINOAITY INTEREST
(
(
5.725
c..
' 12.2•21
c
0 0 0 0
c
16.58:1
S16.662
c
0
0
$0 (S4A67},
(1'85)
($1,185)
(1.856)
(!1.655}
0
IC
0
c
10
8.111
$8,375
0
0
0
10
0
(alili3)
($3,063)
8.375
c
(3.0631
15.312
•
~~ I
$13.111 $5.T2S $0 ($2.242) $0 $0 $0 $0
ii
{/ "
\. ·y ii
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10~441.7751.
3/8
-
TRUNP HOTliLS AltD CASINO RESO'RTS INC
CALCULATION OF EARMMQS P£R 81tAflE
TREASURY OIS
CONFIDENTIAL
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GAMING REVENUE
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TABLE GAMES ...
13,828,9671 2r,S4s,oas
SLOTS 27,621,087 25,207,329
POKER 1,62.7,067 i , ,476, 722
SIMULCASTillG 93, 084 I , 01 ,282
KENO 77,254 I 110,006
TOTA!. GAMING REVENUE 43. 247' 4591 48,741,424
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PROMO EXPENSE 3,455,841 3,544,897
ADVERTISING 185,397 442,957
MARKETING/ENTERTAINMENT 2, 197,417 2,484,743
GAMING TAX &. A!iGULATORY FEES 3,859,605 3,968,035
PROPERTY TAX: .RENT & INSURANCE I
UTILITIES
2,191,668
1,384;621 ,__ 1,741,402
1 .aso ,433
ALLOWANCE- DOUBTFUL ACCOUNTS
GENERAL & ADMINISTRATIVE
TOTAL COST & EXPENSES
2,963, n4
2,044, 751
39,905,579
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REVENUES:
'Gaming $ 136,424 $ 148,011
Rooms ll,064 11,410
Food and Beverage 15,157 15,034
Other (';1)3,37rA'l (J}s 667
Gross revenues 186,016 180,122
,, 1/
·.~
REVENUES:
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TRUMPTAJMAHALASSOCIATBS AND SUBSIDIARY
CONSOLIDATED STATEMENrs OF CAPITAL (DEFICITS)
(DoUan. mlbousaaW.)
Aocwnulated
Contributed {Surplus) Total
g.pi!!!l Defu:lt Capital
Babmce @ 6/30/99
AA00056
• I CONFIDENTIAL
• " ·-- _J
9125100 INVRELBUS Page2
9/ZS/00 Inv. ReL Bus. (Pg. Unavail. Online)2000 WL 8692637
(Publication page references are not available for this document.)
Editorial Staff
Analysts were first fooled then furious. Now the Securities and
Exchange Commission is threatening to take act.ion against Trump Hotels
and casino Resorts Inc.
Trump said in its Aug, 14 lO~Q that it is working with the SEC to ward
off a civil injunction over its Oct. 25, 1999, earnings release that
misled invectors. The company vowed it would fight any action.
Tr1,1mp disclosed in its 10-Q that the SEC was considering a lawi;uit
against the company for failing to spell out a one~time gain of $17
million that enabled Trump to say it beat earnings expectations.
The gain was a result of Trump's assumption of the All Star Cafe in
its Taj Mahal casino from Planet Holl:ywood International Inc. after its
lease expired. Although the $11 million was present on the balance
sheet, it wasn't mentioned in the text of the release. The gain meant
that Trump was able to beat consen$us expectations of $4 cents by nine
cents. Without All Star, Trump's earnings would have missed analysts'
expectations by around 40 cents.
The gain was fully explained 'in 'l'rUJttt>'S Nov. 4, 1999 lQ-Q, but by that
time Al.:. Star's omission from the earnings release-uncovered a few days
before the lO~Q hy former Bear, Stearns & Co. bond analyst Tom
Stephens ··had already sent analysts from delight to consternation.
Misleading Content
"There were clearly three days where analysts were using 63 cents, but
this was not operating earnings. People drew the wrong conclusions
because of how the release was laid out. It looked like operating
margins had improved, but this turned out not to be true," First Call
Corp. Director of Research Chuck Hill said.
Analysts at the time were furious that Trump had tried to fool them.
Former Deutsche Bank Alex, Brown analyst Robin Farley quickly issued a
report at the time denouncing the company for producing figures that
apparently represented an 10% increase on 1998's figures,
Trump's CEO at the time, Nick Ribis, claimed that the lack of initial
disclosure was unintended~All Star was simply lost in the rush to get
the release out. But Hill doubts that th.is was the case, especially
since the company remembered to include a one~time charge of $81 million
for the closure of one of its hotels.
Deliberate Mistake
"It is highly doubtful that the company was not aware of the omission.
This is either a case of gross incompetence, or the company was gilding
the lily," he said.
"There were certainly comments from analysts who got all excited about
operating margins and who then found out that the margins weren't true,"
he said.
But others claim that analysts who took the bait too quickly without
studying the financials did themselves a disservice. Standard & Poor's
gaming analyst Greg Zappin said that he rarely reads the text
accompanying an earnings release, preferring to stick to the actual
figures.
be desired, Taken on its own, the text of the release did not constitute
material disclosure.
"If I couldn't access the financials, the omission wouldn't have been
immediately obvious. There is an obligation to disclose material events
that cause earrt{nga to go op and down. 'T'he release needed more
d:isclosure," Zappin s~id.
Calls to Trump CFO Frank McCal:tby were not returned at press time.
END OF DOCUMENT
ATT..ANTJC CITY, N••J. -- Donald Trump's casino company said it has decided to
make bond interest payments of $91 million that the mogul earlier this month
Trump Hotels & Casino Resorts Inc. said that the payments are being made
"based on the establishment of a bondholders• committee for the purpose of
good faith negotiations" between the parties. 'fhe company said that future
payments would be withheld if no agreement is ~eached before the due dates of
the next interest payments, rOughly five months from now.
Mr. Trump's efforts to renegotiate the bonds' int'erest rates and terms
were spurred by ecanomlc concerns after the Sept. 11 terrorist attacks. In
order to alleviate the effects of an economic downturn since then, New York
state recently passed legislation designed to raise new revenue by loosening
restrictions on gambling and permitting new casinos to open. Mr. Trump's
company said the changes would cause "a tremendous economic hit" to its
operations in Atlantic City.
word Co·Jnt: 1 70
END OF DOCUMENT
Business
JUDY DEHAVEN
STAR-LEDGER STAFF
his company had made $91 mill.i.on in interest payments, just days before
Trump's lawyer, David Friedman, said he now hoped to cut a deal with
the bondholders that would give Trump Hotels and Casino Resorts lower
interest rates and extended maturity dates on its $1.8 billion in debt.
said. "In the long run, the bondholde:rs: would be better off if we take
some of the money (from lowered rates) and reinvest. in the property,"
"'I'he firat stage was the payment of the coupon, 11 he said. "Then we
co1~sider the next stage. 11
Trump said Oct. 31 that he would not make interest payments on the
company•s debt until bondholders agreed to better terms. He had a 30~day
gr·ace period before bondholders could move to foreclose on the casinos
that back the bonds. The deadline for one was Priday; another was
Monday.
Trump has said his casinos, which already struggle to make $220
million in yearly interest payments, will have more trouble in the
aftermath of the Sept. 11 attacks and trew York's decision to expand
gambling.
8 percent.
The parties have until May before more intereSt payments come due.
Trump said there was no assurance his company would make those payments
without an agreement.
"! suspect the bondholders would be willing to make some kind of deal,
but I do think they're going to continue to play hardball," university
of Pennsylvania law professor David Skeel said.
Hibernia Southcoast Capital &nalyst Danny Davila said Trump may have a
shot.
"I don't know if he can get concessions, but if anybody were able to
d<':I it., it would be Donald Trump," he said.
_____ -----------~ Judy DeHaven covers the gaming industry. She can
be reached at jdehaven@atarledger.com.or {609) 348-1934.
EDITION: FINAL
END OF DOCUMENT
All statements, trend analysis and other infonnation contained in this release relative to THCR's
performance, trends in THCR's operations or financial results, plans, expectations, estimates and beliefS,
as well as other statements including words such as "anticipate, 11 "believe,u "plan," "estimate,"
"expect," "intend" and other similar expression, constitute forward~looking statements under the Private
Securities Litigation Reform Act of 1995. ln connection with certain forward-looking statements
contained in this release and tltosc that may be made in the future by or on behalf of THCR, THCR
notes that there are various factors that could cause actual results to differ materially from those set forth
in any such forward-looking statements. The forward~looking statements contained in this release were
prepared by management and are qualified by, and subject to, significant business, economic,
competitive, regulatory and other uncertainties and contingencies. all of\.\>·hich are difficult or
impossible to predict and many ofv.rhich are beyond the control ofTHCR. Accordingly, there can be no
assurance that the forward~looking statements contained in this release will be realized or that actual
results will not be significantly higher or lo\.ver. Readers of this release should consider these facts in
evaluating the information contained herein. In addition, the business and operations of TI ICR are
subject to substantial risks, \Vhich increase the lU1Certainty inherent in the forvlard-looking statements
contained in t.11is release. TI1e inclusion of the for~-ard-looking statements contained in this release
should not be regarded as a representation by THCR or any other person that the forward-looking
statements contained in tl1e release will be achieved. In light of the foregoing, readers oftltls release are
cautioned not to place undue reliance on the fonvard-looking statements contained herein.
('on/act:
Kasowitz, nenzon, Torrcv & Friedman
More Quotes and News: Trump Hotels & Casino Resorts Inc (NYSE:DJT - news)
Related News Categories: banking, g'!rnbli_ngi real esti:Jte
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Business
Trump may get his way, partly Bondholders ready to deal if The Donald will
pony up
JUDY DEHAVEN
STAR-LEDGER STAFF
The bondholders, who were obstinate in their position that they would
not cut Trump a break, now seelTI willing to he<ir hfm out .;is long as he
makes the f:trst move.
Meanwhile, stock in T:r:ump Hotels and casino Resorts has shot back on
the expectation Trump will pay.
"We won't start negotiating until the payment is made," said Rosen,
whose his clients own "a good number of the bondsM from a $1.3 billion
issue backed by Trump Taj Mahal and Trump Plaza. A $73 million interest
payment was due Nov. 1.
The attorney would not say what the bondholders would be willing to
do -whether it would be to lower the 11.25 percent interest rate,
extend the maturit)· rate past 2006 or swap debt for equity.
"Right now, we're waiting for the Payment,'' he said. 'Then we'll make
1
a decision."
The company has missed more than $90 million in payments since Oct.
31. There is a 30-day grace period before bondholders can foreclose on
the casinos.
One company subr;::ld.iary has until Friday to make a $3. 3 million payment
the $73 million payment on the $1.3 billion note backed by the Taj and
the Plaza.
Trump could not be reached for comment, and his lawyer, David
since then, shares in Trump Hotels and casino Resorts, which plummeted
to a low of 83 cents the day after Trump annourlced he wouldn't pay his
bondholders, have climbed to $1.39.
One bondholder, who owns $1.6 million worth of Ponds in the $1.3
billion note, said he has no interest in negotiating.
Daniel Borislow, who said he owns $35 million of some of the bondta
backed by the Marina, thinka Trump will make the interest payments. If
not, Borislow sa.i.d he would consider making a play for the Marina.
'
1
I 'm willing to do a lot of things if he's willing to give me equity. '1
EDITION: FINAL
END OF DOCUMENT
.~ '
Copyright (cl 2001 ProQuest Information and Learning. All rights reserved.
ISSN: 0362~4331
Section C
Mr. (Donald J. Trump) announced on Oct. 3i, the day before the
interest was due, that he would not make the payment, even though he
said he had the cash to do so. If he failed to make the payment by the
end of this month, the debt would be in default and bondholders would
have the right to force the company that issued the debt, Trump
Atlantic City, into bankruptcy. The bonds are backed by two Of Mr.
Trump 1 s three Atlantic City casinos, the Trump Taj Mahal and the Trump
Plaza.
Word Count: 93
11/22/01 NYT~ABS 2
END OF DOCUMENT
(C) 2001 West'Group. Copyright is not claimed as to any part of the original work prepared by a U.S. gover:nment
officer or employee as part of that person's official duties. All rights reserved. No part of a Westlaw transmission
may be copied, domiloaded, stored in a retrieval system. further transmitted or otherwise reproduced, stored,
disseminated. transferred or used, in any form or by any means, except as permitted in the Westlaw Subscriber
Agreement, the Additional Terms GoverrUng Internet Access to Westlaw or by West's prior written agreement. Each
reproduction of any part of a Westlaw transmission must contain notice of West's copyright as follows: "Copr. (C)
2001 West Group. No claim to orig. U.S. govt. works."Registered in U.S. Patent and Trademark Office and used
herein under license: KeyCite, Westlaw and WIN. WIN Natural Language is protected by U,S, Patent Nos.
5,265,065, 5,418,948 and 5,488,725.
National Post
(c) National Post 2001. All Rights Reserved.
Tom Barkley
Dow Jones
face off with the casino and real estate mogul, according to people
The notes are becked by the Plaza and Taj Mahal casinos in Atlantic
City, N.J.
"I think some people are willing to listen if he makes the coupon
payment," said a bondholder who has been in touch with members of the
committee. ~But it's a first-mortgage bond, so why negotiate?"
Several holders of those bonds have also said they are not willing to
negotiate with Mr. Trump.
COMPANY (TICKER): Trump Hotels & Casino Resorts Inc.; Weil, Gotahal & Manges
(t>JT X. WGM)
EDITION: NATIONAL
END OF DOCUMENT
Barron's
Donald Redux: Once more, Trump looks to renegotiate Atlantic City casino debt
By Jacqueline Doherty
Bond investors are gearing up for the opening salvos of wha.t may be a
lengthy
tussle with Donald Trump. At stake: who should own the keys to two of his
Atlantic city casinos. To prepare for the potential battle royal, an informal
group of si~able, prominent bon~ investors held a conference call Friday to
get
organized.
But chances are that a restructuring won't be quite that simple. Trump
Atlantic City bonds are secured by the mortgages on the two casinos it owns:
Trump Taj Mahal and Trump Plaza. Bondholders assert that the two casinos
aren't
worth the $1.3 billion of debt they support. Bondholders estimate the casinos
are only worth $800 million-$1-1 billion. As a result, any restructuring
could
dramatically dilute or perhaps even eliminate -- Trump's equity in Trump
Atlantic City.
"[Trump] has no l.'.!conomic stake. He's out of the money," claims one
bondholder, "We have the right to the whole thing. "
Trump says he doesn't know how much the two casinos are worth in the wake
of
septernbe·r 11. But he decided against making the interest payment, because
after
the World Trade Center. attacks the economy continued to decline and New
York
State pushed through a bill allowing casinos to operate in the state for the
first time.
The state hopes that future gambling establishments in western New York and
the Catekills will generate jobs and tax rev·enue. The law also allows New
York
racetracks to install ticket-out video lottery terminals. The plans will
surely
face objections, and the facilities might not open for three to five years,
analysts estimate.
That being said, Trump believes New York gaming will happen, and it will
"I just want the bonds to reflect the economJc realities of life as _it
exists. Septenibt'!r 11 precipitated the passage of the largest gaming bill in
New
York or anywhere else," he declares. If the interest payment is reduced,
Trump
says he'll have more cash to invest in the casinos and to prepare them forthe
coming competition.
"We've done a good job managing the business and the {Trump) name is an
important reason why all those revenues come in," he. says. "The problem with
the company is that we're paying far too much interest, and that puts us at a
competitive disadvantage."
I,nvestors are quick to point out that Trump's casinos were facing a tough
economy and increased competition even before the events of·September 11.
Connecticut's Mohegan Sun casino had already planned to open an additional
1,200 rooms next spring, In addition, a new casino, the Borgata, was set to
open in Atlantic City in mid-2003, adding about 10% to the Atlantic City
market's gaming capacity, according to Andrew Susser, a high~yield gaming and
lodging analyst at Banc of America Securities.
So, even before that ·horrible day in September, investors thought Trump
Atlantic city's cash flow would decrease as competition increased.
"He'll get something, but it's not going to be a lot," says the investor.
Trump has been through this exercise before. r'n the early 1990s, his three
Atlantic City casinos had to restructure their debt; yet Trump managed to
retain about half of the equity in the properties, as well as control over
them. Some say it's tough for bondholders to take control of ~asinos because
owners need to be licensed.
"Bondholders may be more willing to take control this time around," says
John
Leupp, a high-yield bond analyst at Credit Suisse First Boston. After the
last
restructuring "operations didn't improve enough to convince bondholders that
it's imperative to keep existing management in place."
Trump has until December 3 ta decide whether he•ll make the interest
payment.
After that date, bondholders can force Tru.mp Atlantic City in to Chapter 11
bankruptcy protection. some observers speculate that Trump will ultimately
decide to make the interest payment when he realizes bond investors are
serious
about dramatically reducing his equity in and control over the company. That
may explain why the bonds trade at 61 cents on the dollar, when some analysts
believe they should trade closer to 45 or 50.
Trump failed, too, to pay the coupon on Trump Castle's $62. million of 10. 25%
senior notes due 2003. The Castle also has $242 million of debt, which faces
•$15 million l.nterest payment in mid-November. There's growing speci.i.lation
that
Trump will skip that interest payment as well and attempt a restructuring of
the Marina, too. But that facility has le~s debt and Trump has a greater
chance
of retaining control. At this point, it's unclear whether Trump's properties
will be reorganized separately or together. Bondholders are sure to examine
any
intra-company transfers between the various entities and Trump, however.
If bondholders are successful in snagging the keys from Trump, what will
they
do next? Investors could easily hire a manager from another casino to run the
properties. An0ther option: they could sell the properties.
Among potential buyers mentioned is Carl Icahn, who already owns the Sands
Casino Hotel in Atlantic City. In the: early 1990s, he led the bondholder
restructuring of the Taj Mahal's first mortgage debt,
COMPANY (TICF.ER): Trump Botels & Casino Resorts Inc.; Trump Organization
IDJT
X.TMP)
REGION; New Jersey; North America; New York; United States; Unjted
States; Northeast U.S.; North American countries (NJ NME
NY
US USA USE NAMZ)
11/12/01 BARRONS 22
END OF DOCUMENT
Business
A $1.0 billion game - The Donald's latest bet is against his bondholders.
It•s
JUDY DEHAVEN
S'rAR-LEDGER STAF'l''
slump. And Donald Trump says his casino company can't afford to pay its
debt.
This time, though, the Trump name may not carry as much punch as it
used to.
"I ·don't t.hi.nk anyone owns the upper hand," said Tom Barrack, Trump's
longtime friend who became a competitor when his company bought Resorts
Atlantic City last spring.
Trump's latest battle didn't exactly get off on the ri9ht foot.
Trump blamed the Sept. 11 terrorist attacks for hurting the gaming
Trump Hotels & Casino Resorts' four casinos barely make enough money
said. The pressure is sure to worsen when the $242 million mortgage on
on a $1.3 billion note backed by the Taj Mahal and Trump Plaza.
said.
For many, the f:l.:r:st word about the matter came through. the media.
several said they would rather foreclose on the casinos than negotiate.
"The Street can't stand The Donald," Hartranft said. "He's bad news. 11
Another bondholder said he was prepared to take matters into his own
hands and take the money out ot a casino cash cage if Trump Resorts
hadn't pa:i.d up by the end of a 30-day grace period.
Bondholders have the right 'to take control of Trump's casinos if they
don't receive payment 30 days after the due date. For the Marina notes,
the deadline would be Dec. 1. But if the company can't make the
payments, it could file for bankruptcy. Then the courts would decide the
company's fate.
That theory has driven the price of the $1.3 billion bonds, which fell
frcm 71 cents to about 55 cents on the dollar after Trump's
announcement, to about 60 cents.
Trump said he won't decide whether to pay his next interest payment
due Tuesday - until he sees how negotiations go.
some speculate corporate raider earl Icahn, who owns the Sands Hotel
and caeino, will scoop up Trump bonds and make a play for the casinos
as he did when the Taj Mahal was headed for bankruptcy in 1990. Icahn
denies any intereat this time.
The company's interest rates from 11.25 percent to 15.5 percent. While
some casino companies pay similar rates, others, such as industry leader
Park Place Entertainment, come in closer to 8 percent.
11 ! don 1 t know if I'll rnake any concessions," Trwnp said. "What I want
to do is set the casinos up for a terrific future. I will not be the
only one doing this. There are other casinos down there with junk bond
debt."
Trump argues that the company is fundamentally oound, even with hi1>
stock at, off 63 percent in the past year.
11 The Trump Taj Mahal is No. 1 in Atlantic City, last month and every
month, virtually," he said.
But a closer look shows that during the last 12 months, the Taj ceded
that first plac:e posit.ion to Bally'a, reporting $565.5 million in
l'.'evenue versus sally's $51~.2 million, <Jccording to a Cl6C World Markets
report.
The Taj •s $126.8 million in EBITDA for the past 12 months ranks fourth
among Atlantic City's eighth biggest casinos.
The huge debt and the high interest rates that go with the Trump
casinos drag it down further. The casinos bring in enough EBITDA to
cover their interest payments a little more than one time. That means
there's little cash left for other things.
"For a regular high-yield hond, you look for interest coverage that is
two times or better," Goldman Sachs analyst John Kempf said.
"My personal opinion ii;; that the man is incredibly astute and
incredibly capable," he said. If I were a bondholder, I'd say, 'This is
a man who is capable of reemerging troubled businesses into a
success."'
EDITION: FINAL
END OF DOCUMENT
National Post
(c) National Post 2001. All Rights Reserved.
Bloomberg News
NEW YORK - Trump Hotels & Casino Resorts Inc.'s debt rating was cut to
the lowest level by Standard & Poor•s Corp. after the company, failed to
debt.
S&P cut the corporate credit rating and senior secured debt on th
Atlantic City, N.J,-based company, headed by developer Donald Trump, two
natches to "D 1' from "CC." The next intereat payment is due Dec. 15, the
credit rating company said.
The missed payment sets Mr. Trump up for his second major debt
refinancing in 10 years. In 1991, Mr. Trump was able to convince
creditors to keep him in control of the casinos when they went through a
prepackaged bankruptcy.
"If he doesn't have the money to pay the interest, he can hand over
the keys," said Mark Levin, director of research at Imperial Capital
LLC, a broker of high-yield debt securities. "You have a lot of grizzled
bond holders who have been through this before."
The S&P downgrade didn't move Trump bonds, traders said. Offers to buy
the Trump Atlantic City Associates 11.25!1> note due in 2006 were about
US60.5 cents on the dollar in the early after.noon. That's down tiS12
cents from the US72.5 cents on the dollar seen on Sept. 4, according to
data from Salomon Smith Barney.
Mr. Trump has a 30 ··da:Y grace period during which he can make interest
payments. Given that cash flow ;;it the c<1-sinos is enough to cover debt.
payments, some analysts said he may just be angling to buy back some of
the debt at a lower priee.
"At this point the ball is still in his court," said debt analyst John
Maxwell of BNP Paribas BA.
COMPANY fTICKBR): Trump Hotels & Casino Resorts Inc.; Mcgraw-Uill Cos.;
Standard & Poor's Corp. (DJT MHP X.SDP)
NEWS SUBJECT: Ratings of Bond & Debt; .Corporate C1:edit Ratings; Bond
News; Debt/Bond Markets; Restructurings & Recapitalizations; Corporate
Changes; ~nglish language content; High-Yield Issuers; Dow Jones Total Market
Index; Funding/Capital; Corporate/Industrial News; Financing Agreements;
Financing Agreements; Corporate Actions; Market News (RTG Cl74 BON M12 RCN
C02 ENGL HIY WEI Cl7 CCAT C173 FNC CAC MCAT)
EDITION: NATIONAL
END OF DOCUMENT
Financial Times
(c) 2001 Financial Times Limited , All Rights ReServed
COMPANIES & FINANCE INTERNATIONAL - S&P teduces Trump tatings - NEWS DIGEST.
By JENNY WIGGINS.
Trl,lillp Hotels & Casino Resorts' debt ratings were lowered deeper into the
speculative category by Standard & Poor's after the company said it was
renegotiating interest payments on its bonds.
This week Trump Hotels said plans for new gaming operations in New York
state would hurt its Altantic City operations, leading it to seek lower
interest payments on its debt. Jenny Wiggins, New York.
http://www.ft.com.
word Count~ 77
END OF DOCUMENT
Fin~ncial Times
(c) 2001 Financial Times Limited . All Rights Reserved
COMPANIES & FINANCE INTERNATIONAL ~ S&P reduces Trump ratings - NEWS DIGEST.
By JENNY WlGGINS.
Trump Hotels & casino Resorts' debt ratings were lowe1:ed deepe1: into the
speculative category by Standard & Poor's after the company said it was
renegotiating interest payments on its bonds.
This week Trump Hotels said plans for· new gaming operations in New York
state would hurt its Altantic City operations, leading it to seek lower
interest payments on its debt:. Jenny Wiggins; New York.
MJ\RKET SF.C'J'OR :
Word Count: 77
END OF DOCUMENT
Trump Seeks to Renegotiate Bond Terms In Wake of New York Move on Gambling
By Christina Binkley
Donald Trump said he wants to renegotiate terms with bondholders for his
casino ~nteresta because plans to expand gambling in New York state will harm
his company's Atlantic City, N.J., casinos.
Mr. Trump said that Tr'll.lllP Hotels & Casino Resorts Inc. has the cash to make
bond payments including $73 million due today, but he will withhold the money
pending negotiations with bondholders. "My attitude is, we'll pay the
interest when we negotiate a new deal," he said in an inte1·view.
A person familiar with Trump Hotels said that cash .is tight at the company
because the operation:'l have been hit by a drop in tourism this fall.
Mr. Trump said he will retain investment bankers within seven days to seek
a 12~year extension and nsubstantially lower" interest rates on all the bonCls
outstanding. The casinos have seven bond issues outstanding, at rates ranging
from 10.25% to 15.5% and due between 2003 and 2006,
"In light of the tact that New York state has just approved the largest
gaming bill in its history by far, it will not be possible to refinance an
issue of bonds that comes due in two years, 11 Mr. T~ said, ' 1No way."
Spurred by economic stresses since Sept, 11, New York legislators last week
moved to raise new revenue by loosening restrictions on gambling, including
permitting six new Indian casinos and allowing a kind of slot machine at
horse racetracks, Three of the new casinos would be in the Catskills and
would compete with Atlantic City for New York City gamblers.
Trump Hotels operates the Taj Mahal, Marina and other casinos. Mr. Trump
REGION: New Jersey; North America; New York; United States; United
States; Northeast U.S.; United States ~New Jersey; North American Countries
(NJ NME NY US USA USE USNJ NAMZ)
END OF DOCUMENT
ll!J WATBRHOUSE
4!19111!!\\
In light of these events, especia11y the results of the September 11th attack, Trump llotels & Casino
Resorts, Inc. (NYSE: DJT - news) announced today that it is seeking to negotiate the terms of the public
debt to better reflect these economic times. The following debt issues are affected:
• TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. 15-112% Senior Secured Notes due
June 2005;
• TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP ATLANTIC CITY FUNDING, INC.
11-1/4 % Mortgage Notes due May 2006;
• TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP ATLANTIC CITY FUNDING 11,
INC. 11-1/4% Mortgage Notes due May 2006;
• TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP ATLANTIC CITY FUNDING lll,
INC. 11-1/4% Mortgage Notes due May 2006;
• TRUMP'S CASTLE ASSOCIATES, L.P. 10-1/4% Senior Notes due April 2003;
• TRUMP'S CASTLE ASSOCIATES, L.P. 11-3/4% Mortgage Notes due November 2003; and
• TRUMP'S CASTLE HOTEL & CASINO, INC. 10-114% Senior Notes due April 2003.
Interest will he withheld unti1 such time as discussions between the Company and the bondholders have
been finalized. The Company intends to pay inlerest upon the C{lmpletion of a successful negotiation.
Atlantic City will soon take a tremendous economic ''hit" from New York State gambling, far beyond
anything ever contemplated by previous proposals. In order to position the Company1s properties for the
future. appropria,tc concessions are being sought by the Con1pany.
'frump Hotels & Casino Resorts, Inc. is a public company Vv·hich is approximately 42% owned by
Donald J, Trwnp. The Company is separate and distinct from all of Mr. 'frump1s other holdings.
Contact:
'!'~·ump Hotels ' C(l$ino Resorts, !nc.
More Quotes and News: Trump Hotels & Casino Resorts Inc (NYSE:DJT - news)
Related News Categories: computers, entertainment, gambling
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Q._uestic.ins or Commen!s?
BUSINESS
Pummeled by a bad economy and burdened with more than $1.5 billion
in debt, Trump Ilotels & Casino Resorts said yesterday it would not
make interest payments owed to some bondholders today,
11 It all has to do with Sept. 11," Trump told the Daily News.
This comes amid a grim environment for the hotel business, with
tourism down sharply because of the terrorist attacks and the
sputtering economy.
Making matters worse for Trump, Gov. Pataki signed a law yesterday
that allows six American Indian casinos to be bu.ilt in upstate New
York. Those casinos will pose new competition to Trump's Atlantic
City businesses at a time when his operation is struggling.
The Donald owns 42% of the company, which is separate from his New
Trump's bQnds a~e held by mutual funds, pension funds and banks.
11 The company baa too much debt," said John Ke~f, an analyst at
Goldman Sachs.
Kempf said that Trump knew he had to address his debt problems
sooner or later, and was choosing to do it now.
"Right now, the company has the cash to make the payments," he
said. But at some point, "they were going to run out of caah to
service their debt."
INDBX REFERENCES
COMPANY (TICKER): Trump Hotels & Casino Resorts Inc.; Credit Suisse First
Boston Corp.; Credit Suisse Group; Goldman Sachs Group Inc. (DJT z.CSF z.CSG
GS)
11/1/01 NYDLYNWS 47
END OF DOCUMEN'r
Copyright (c) 2001 ProQuest Information and Learning. All rights reserved.
ISSN: 0362-4331
Section C
Where Donald Trump sees trouble in Atlantic City, bondholders see an effort
to
cut deal.
a_
Riva D Atlas
Mr. Trump has more than $1.6 billion in publi.cly traded junk bonds,
most of which are secured by his Atlantic City casinos. He controls
these properties through a piiblic entity called Trwnp Hotels and
Casino Resorts, whose shares trade at $1.25. Mr. Trump owns rougl1ly 42
percent of this company.
Some investors and analysts suggest Mr. Trump could merely be trying
to drive down the price of his bonds, Mr. Trump quietly spent $4G
million last spring buying bonds issued by Trump Hotels and Casino
Resorts, said Mr. [John Kempf) of Goldman, Sachs.
10/31/01 NYT-ABS 13
END OF DOCUMENT
(C) 2001 West Group. Copyright is not. claimed as to any part of the original work prepared by a U.S. goverrunent
officer or employee ai. part of that perSon's official duties. All right::; reserved. No part of a \\restlaw transmission
may be copied, do,vnloadcd, stored in a retrieval system, further transmitted or otherwise reproduced, stored,
disseminated, transferred or used, in any form or by any means, except as pennitted Ul the Westlaw Subscriber
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herein under license: KeyCitc, Wcstlaw and WIN. WIN Natural Language JS protected by lJ.S. Patent Nos.
5,265,065, 5,418,948 and 5,488,725.
''
1•
l
t
I
1217101 NATLPOST FPIJ Page 2
12/7/01 Nat'! Post FP132001 WL 31021897
(Publication page references are not available for this document.)
National Post
Bloomberg
NEW YORK - Trump Hotels & casino Resorts Inc. •s ctebt rating was raised
by Standard & Poor's Corp. after the casino company made a US$91-million
payment to bondholders before a grace period expired. The credit rating
company raised the corporate credit rating and senior secured debt two
notches to "CC" from 11 0."
COMPANY (TICKER); Trump Hotels & Casino Resorts Inc.; Mcgraw-Hill Cos.
Standard & Poor•s Corp. (DJT MHP X.SDP)
NEWS SUBJECT: Bond News; Debt/Bond Markets; Ratings of Bond & Debt;
Corporate Credit Ratings; English language content; High- Yield Issuers; Dow
Jones Total Market lndex; Corporate/Industrial News; Market News;
?unding/Cap.i.tal (BON M12 RTG Cl74 ENGL HIY WEI CCAT MCAT C17)
EDITION: NATIONAL
word count: 53
END OF DOCUMENT
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may be copied, downloaded, stored in a retrieval system, further transmitted or otherwise reprodul~ed, stored,
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2001 West Group. No claim to orig. U.S. govt. works."Registered in U.S. Patent and Trademark Office and used
herein under license; KeyCite, Westlaw and WCN. WIN Natural Language is protected by U.S. Patent Nos.
5,265,065, 5,418,948 and 5,488,725.
DataBase: ALLNEWS
ATLANTIC CITY, N.J. ~ Donald Trump's casino company said it has decided to
make bond interest payments of $91 million ~hat the mogul earlier this month
said he would withhold in hopes of renegotiating terms with bondholders.
Trump Hotels & Casino Resorts Inc. said that the payments are being made
"based on the establishment of a bondholders' committee for the purpose of
gond fait.h nP.gotiations" between the parties. The company said that future
payments would be withheld if no agreement is reached before the due dates of
the next interest payments, roughly five months from now.
Mr. Trump's efforts to renegotiate the bonds' interest rates and terms
were spurred by economic concerns after the Sept. 11 terrorist attacks. In
order to alleviate the effects of an economic downturn since then, New York
state recently passed legislation designed to raise new revenue by loosening
restriction$ ~n gambling and permitting new casinos ta open. Mr. Trump's
company said the changes would cause •1 a tremendous economic hit" to its
operations in Atlantic City.
• .t"
Word count, 170
END OF DOCUMENT
.. ..
, "
Business
JUDY DEHAVEN
STAR-LEDGER STAFF
Trump's lawyer, David Friedman, said he now hoped to cut a deal with
the bondholders that would give Trump Hotels and Casino Resorts lower
interest rates and extended maturity dates on its $1.8 billion in debt.
"The first st.:lge was the payment of the coupon," he said. "Then we
consider the next stage."
Trump said Oct. 31 that h~ would not make interest payments on the
company's debt until bondholders agreed to better terms. Ee had a 30-day
grace period before bondholders could move to foreclose on the casinos
that back the bond~. The deadline f~r cne was Friday; another was
Monday.
Trump has said his casinos, which already struggle to make $220
million in yearly interest payments, will have more trouble in the
aftermath of the Sept. 11 attacks and New York's decision to expand
gambling.
8 percent.
The parties have until May before more interest payments come due.
Trump said there was no assurance his company would make those payments
without an agreement.
''I suspect the bondholderp would be willing to make some kind of deal,
but I do think they're going to continue to play hardball," University
at Pennsylvania law professor David Skeel said.
Hibernia SouthCoast Capital analyst Danny Davila said Trump may have a
shot.
"I don't know if he can get concll!ssions, but if anybody were able to
do it, it would be Donald Trump," he said,
EDITION: FINAL
END OF DOCUMENT
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reproduction of any part of a Westlaw transmission must contain notice of\Vcst's copyright as fotlows: "Copr. (C)
2001 \Vest Group, No clattn to orig. U.S. govt \.Vorks."Rcgistcrcd in U.S. Patent and Trademark Otl1ce and used
herein under license: KeyCite, Vv'estlaw and WIN. WIN Natural Language is protected by U.S. Patent Nos.
5,265,065, 5,418,948 and 5,488,725.
Business
Trump may get his way, partly Bondholders ready to deal if The Donald will
pony up
JUDY DEHAVEN
STAR--LEDGER STAFF
The bondholders, who were obstinate in their position that they would
not cut Trump a break, now seem willing to hear him out as long as he
makes the fit-st 1nove.
Meanwhile, stock in Trump Hotels and Casino Resorts has shot back on
theexpectation Trump will pay.
The attorney would not say what the bondholders would be willing to
do -whether it would be to lower the ll,25 percent interest rate,
extend the maturity rate past 2006 or swap debt for equity,
"Right now, we 1 re waiting- for t:he payment," he said. "Then we'll make
a decision."
The company has missed more than $90 million in payments since Oct.
31. There is a 30-day grace period before bondholders can foreclose on
the casinos.
One company subsidiary has until Friday to make a $3.3 million payment
on mortgages backed by Trump Marina, Another has until Monday to make
the $73 million payment on the $1.3 billion note backed by the Taj and
the Plaza.
Trump could not be reached for comment, and his lawyer, David
Friedman, did not return calls.
Since then, shares in Trump Hotels and Casino Resorts, which plummeted
to a low of 83 cents the day afte:i; Trump anno\lnoed he wouldn't pay his
bondholders, have climbed to $1.39.
One bondholder, who owns $1.6 million worth of bonds in the $1.3
billion note, said he has no interest in negotiating.
Daniel Borislow, who said he owns $35 million of some of the bonds
backed by the Marina, thinks Trump will make the interest payments. If
not, Borislow said he would consider making a play for the Marina.
EDITION: FINAL
END OF OOCUMENT
(C) 2001 West Group. Copyright is not claimed as to any part of the original work prepared by a tJ.S. government
officer or employee as part of that person's official duties. All rights reserved. No part of a Westlatv transmission
may be copied, downloaded, stored in a retrieval system, further transmitted or otherwise reproduced, stored,
dissenlinated, transferred or used, in any form or by any means, except as pennitted in the Westlaw Subscriber
Agreetnent, the Additional Terms Governing Internet Access to V.,' esdaw or by West's prior vlT'itten agreement. Each
reproduction of any part of a Westlaw transmission must contain notice of West's copyright as fotlo\vs: "Copr. (C)
2001 West Group. No claun to orig. U.S. govt works."Registered in U.S. Patent and Trademark Office and used
herein under license: KeyCite, Westlaw and WIN. \\-'IN Natural Language is protected by U.S. Patent Nos.
5,265,065, 5,418,948 and 5,488,725.
Copyright (c) 2001 ProQuest Info:r:mation and Learning. All rights reserved.
ISSN: 0362-4331
Section C
Riva D Atlas
Mr. [Donald J. Trump] announced on Oct. 31, the day before the
int'.PrA!'!t was due, that he would not make the payment, even though he
said he had the cash to do so. If he failed to make the payment by the
end of this month, the debt would be in default and bondholders would
have the right to force the company that issued the debt., Trump
Atlantic City, into bankruptcy. The bonds are backed by two of Mr.
Trump's three Atlantic City casinos, the TriJltlP Taj Mahal and the Trump
Plaza.
Word Count: 93
11/22/01 NYT-ABS 2
END OF DOCUMENT
(C) 2001 West Group. Copyright is not claimed as to any part of the original work prepared by a U.S. government
officer or employee as part of that person's official duties. All rights reserved. No part of a Westlaw transmission
may be copied, downloaded, stored in a retrieval system, further transmitted or othetWise reproduced, stored,
disseminated, transferred or used, tn any form or by any means, except as perntJtted 1n rbe Westlaw Subscriber
Agreement, the Additional Terms Cloveming Internet Access to Westla,~· or by V>/ est's prior \vritten agreement. Each
reproduction of any part of a Westlav.· transmission must contain notice of \\1est's copyright as follo\vs: "Copr. (C)
2001 West Group. No claim to orig. U.S. govt 'Yorks."Registered in U.S. Patent and Trademark Office and used
herein under license: KeyCite, 'Vcstlaw and WIN. WIN Natural Language is protected by lJ.S. Patent Nos.
5,265,065, 5,418,948 and 5,488, 725.
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National Post
Tom Barkley
Dow Jones
The notes are backed by the Plaza and Taj Mahal casinos in Atlantic
City, N,J,
"! think some people are willing to listen if he makes the coupon
P"-yrnent," said a bondholder who has been in touch with members of the
committee. "But it's a first-mortgage bond, so why negotiate?"
Severm.1 holders of those bonds have also said they are not willing to
negotiate with Mr. Trump.
COMPANY (TICKER): Trump Hotels & Casino Resorts Inc.; Weil, Gotshal & Manges
(DJT X.WGM)
EDITION: NATIONAL
END OF DOCUMENT
Barron's
Donald Redux: Once more, Trump looks to renegotiate Atlantic City casino debt
By Jacqueline Doherty
Bond investors are gearing up for the! opening salvos of what. may be a
lengthy
tussle with Donald Trump. At stake; who should own the keys to two of his
Atlantic City casinos. To prepare for the potential battle r.oya.l, an informal
group of sizable, prominent bond investors held a conference call Friday to
get
organized.
But chances are that a restructuring won't be quite that simple. Trump
Atlantic City bonds are secured by the mo.ttgages on the t.:~·o casinos it owns:
Trump Taj Mahal and Trump Plaza. Bondholders assert that the two casinos
aren't
worth the $1.3 billion of debt they support. Bondholders estimate the casinos
are only worth $BOO million-$1.l billion. As a result, any restructuring
could
dramatically dilute -- or perhaps even eliminate -- Trump's equity in ~?.i.mlP
Atlantic City.
"[Trump} has no economic stake. He's out of the money," claims one
J;iondholder. "We have the right to the whole thing."
Trump says he doesn't know how much the two casinos are worth in the wake
of
September 11. But he decided against making the interest payment, because
after
the Wo~ld Trade Center attacks the economy continued to decline -- and New
York
State pushed through a bill allowing casinos to operate in the state for the
first time.
The state hopes that. future gambling establi.shment.s .in western New York and
the Catskills will generate jobs and tax revenue. The law also allows New
York
racetracks to install ticket-out video lottery terminals. The plane will
surely
face objections, and the facilities might not open for three to five years,
analysts estimate,
Thl'tt being sa.id, Trump belie·ves New Yo:r;·k gaming will happen, and it will
drain traffic from Atlantic City,
"We've done a good job managing the business and the [Trump) name is an
important reason why all those revenues come in," he says. "The problem with
the company is that we• re paying far too mii.ch interest, and that pl)ta ue: at a
competitive disadvantage.''
I,nvestors are quick to point out that Trump's casinos were facing a tough
economy and increased compEtition even before the events of September 11.
Connecticut's Mohegan Sun casino had already planned to open an additional
1,200 rooms next spring. In addition, a new casino, the Borgata, was set to
open in Atlantic Ci~y in mid-2003, adding about 10% to the Atlantic City
market's gaming capacity, according to Andrew Susser, a high-yield gaming and
lodging analyst at Sane of America Securities.
So, even before that horrible day in September, investors thought Trump
Atlantic City's cash flow would decrease as competition increased.
to the casinos.
"He'll get something, but it's not going to be a lot," says the investor.
Trump has been through this exercise before. In the early 1990s, his three
Atliflntic cii-y c.asinos had to restructure their debt; yet Trump managed to
retain about half of the equity in the properties, as well as control over
them, Some say it's tough for bondholders to take control of casinos because
owners need to be licensed.
"Bondholders may be more willing to take control this time around," says
John
Leupp, a high-yield bond analyst at Credit Suisse First Easton. After the
last:
restructuring "operations didn't improve enough to convince bondholders that
it's imperative to keep existing management in place."
Trump has until December 3 to decide whether he'll make the interest
payment.
After that date, bondholders can force Trump Atlantic City in to Chapter 11
bankruptcy protection. Some observers speculate that Trump will ultimately
decide to make the interest payment when he realizes bond investors are
seriol.Is
about dramatically reducing his equity in and control over the company. That
may explain why the bonds trade at 61 cents Oll the dollar, when some analysts
believe they should trade closer to 45 or SO.
Trump failed, too, to pay the coupon on Trump Castle's $62 inillion of 10. 25%
senior notes due 2003. The Castle also has $242 million of debt, which faces
a
$15 million interest payment in mid-November. There's growing speculation
that
Trump will skip that interest payment as well and attempt a restructuring of
the Marina, too. But that facility has less debt and Trump has a greater
chance
of retaining control. At this point, it's unclear whether Trump's properties
will be reorganized separately or together. Bondholders are sure to examine
any
intra-company transfer.a between the var.ious entities and Tr.ump, however,
If bondholders are successful in snagging the keys from Trump, what will
thoy
do next? Investors could easily hire a manager from another casino to run the
properties. Another option: they could sell the properties,
Among potential buyers mentioned is Carl Icahn, who already owns the Sands
Casino Hotel in Atlantic City. In the early 1990s, he led the bondholder
restructuring of the Taj Mahal'$ first mortgage debt.
COMPANY {TICKER): Trump Hotels & Casino Resorts Inc.; Trump Organization
(DJT
X. TMP}
REGION: New Jersey; North America; New York; United States; United
States; Northeast U.S.; North American Countries (NJ NME
NY
US USA USE NAMZ)
11/12/01 BARRONS 22
END OF DOCUMENT
BondWeek
Copyright 2001 Gale Group Inc, All rights reserved. COPYRIGHT 2001
FULL TEXT
Heavy trading continued last week in the $1.2 billion Trump Atlantic
City ll,25% notes of '06 (Caa3/D). The bonds were trading at 69 plus
accrued interest on Oct. 30, but were trading "flat" (i.e. without
A~~rued interest) at 61 last Thursday, having been as low as SS. Trump
declined to make a coupon payment to bondholders on Nov. 1, and there
were rumors that financier Carl Icahn was buying up the paper in a bid
to make Trump pay up. Traders estimate that some $400 million of the
paper has changed hands in the last 10 days. Traders at Icahn & Co.
could not be reached.
11/12/01 BONDWK 13
END OF DOCUMENT
The Times-Picayune
MONEY
Trump resumes game of debt roulette ; But soine investors not willing to play
This time, though, the Trump name might not carry as much punch as
it used to.
"I don't think anyone owns the upper hand," said Tom Barrack,
Trump's longtime friend who became a competitor when his company
bought Resorts Atlantic City in the spring.
"People who own these bonds are shrewd, intelligent and well
researched about Donald. Donald is also smart, aware, and doesn't do
things without thinking them through."
Trump's latest battle didn't exactly get off on the right foot.
Trump blamed the Sept. 11 terrorist attacks for hurting the gaming
business and the threat of competition in New York, which is ramping
For many, the first word about the matter came through the news
media. Several said they would rather foreclose on the casinos than
negotiate.
"The Street can't stand The Donald," Hartranft sa..id. "Be's bad
news."
"I see a silver lining if he doesn't pay," h-e said. "I say let's
get real management. Just give ue the keye. Give us the keys."
That theory haa driven the price of the $1.3 billion in bond.11,
which fell from ?1 cents to about SS cents on the dollar a.fter
T:i:1,1mp'a: announcement, to about 60 cents.
11/11/01 NOTPCN 10
END OF DOCUMENT
Business
A $1.8 billion game - The Donald's latest bet is against his bondholders.
JUDY DEHAVEN
STAR-LEDGER STAFF
This time, though, the Trump name may not carry as much punch as it
used to.
HI don't think anyone owns the upper hand," said Tom Barrack, Trump's
longtime friend who became a competitor when his company bought Resorts
Atlantlc City last spring.
Tri.imp's latest battle didn't exactly get off on the right foot.
Trump blamed the sept. 11 terrorist attacks for hurting the gaming
Trump Hotels & Casino Resorts' four casinos barely make enough money
to cover the roughly $220 million in annual interest payments, analysts
said. The pressure is sure to worsen when the $242 million mortgage on
Trump Marina comes due in 2003.
For many, the first word about the matter came through the media.
several said they would rather foreclose on the casinos than negotiate.
"The Street can't stand The Donald," Hartranft said, "He• s bad news."
Another bondholder said he was prepared to take matters into his own
hands and take the money out of a casino cash cage if Trump Resorts
hadn't paid up by the end of a 30-day grace period.
"I see a silver lining if he doesn't pay," he said, "l say let's get
real management. Just give us the keys. Give us the keys.
That theory has driven the price of the $1.3 b.i.llion bonds, which fell
from 71 cents to about 55 cents on the dollar after Trump's
announcement, to about 60 cents.
Trump said he won't decide whether to pay his next interest payment ~
due Tuesday until he sees how negotiations go.
Some speculate corporate raider Carl Icahn, who owns t:;e Sands Hotel
and casino, will.scoop up Trump bonds and make a play for the casinos
as he did when the T~j Mahal was headed for bankruptcy i3 1990. Icahn
denies any interest this time,
The company' a interest rates from 11.25 percent to 15.S percent. While
some casino companies pay similar rates, others, such as industry leader
Park Place Entertainment, come in closer to 9 percent.
"I don't know if I'll 1nake any concessions," Trump said. "What I want
to do is set the casinos up for a terrific future. I will not be the
only one doing this. There are other casinos down there with junk bond
debt."
Trump argues that the company is fundamentally sound, even with his
stock at, off 63 percent in the past year.
"The Trump Taj Mahal is No. 1 in Atlantic City, last month and every
month, virtually," he s;;tid.
But a closer look shows that during the last 12 months, the Taj ceded
that first place position to Sally's, reporting $565.5 million in
revenue versus Bally's $579.2 million, according to a CIBC World Markets
report.
'l'he Taj 1 s $126.B million in EBITDA for the past 12 months ranks fourth
among Atlantic City's eighth biggest casinos.
The huge debt and the high interest rates that go with the Trump
casinos drag it down further. The casinos bring in enough EEITDA to
cover their interest payments a little more than one time. That means
there's little cash left for other things.
"FOt' a :regular high-yield bond, ycu look for interest ::overage that is
two times or bett.t!'!r," Goldman Sachs analyst John Kempf said.
EDITION: FINAL
National Post
(c) National Post 2001. All Rights Reserved.
Bloomberg News
NEW YORK - Trump Hotels & Casino Resorts Inc. 1 s debt rating was cut to
the lowest level by Standard & Poor's Corp. after the company, failed to
make a US$90-million interest payment due yesterday on US$1.3-billion in
debt.
S&P cut the corporate credit rating and senior secured debt on th
Atlantic City, N. .J.-based company, headed by developer Donald Trump, two
notehes to "0" from "CC." The next interest payment is due Dec. 15, the
credit rating company· said.
The missed payment sets Mr. Trump up for his eecond major debt
refinancing in 10 years. In 1991, Mr. Trump was able to convince
creditors to keep him in control of the casinos when they went through a
prepackaged bankruptcy,
"!f he doesn't have the money to pay the interest, he can hand over
the keys," said Mark Levin, director of research at Imperial Capital
LLC, a broker of high-yield debt securities. "You have a lot of grizzled
bond holders who have been through this before."
The S&P downgrade didn't move Trump bonds, traders said. Offers to buy
the Trump Atlantic City Associates 11.25% note due in 2006 were about
US60,5 cents on the dollar in the early afternoon. That's down US12
cents from the 0$1;2.S cents on the dollar seen on Sept. 4, according to
data front Salomon Smith Barney.
Mr. "C'rump ha.s a '30-da)r grace period during which he can make interest
payments. Given that cash flow at the casinos is enough to cover debt
payments, some analysts said he may just be angling to buy back some of
the debt at a lower prlce,
"At this point the ball is still in his court," said debt analyst John
Maxwell of BNP Paribas SA.
COMPANY (TICKER) : Trump Hotels & Casino Resorts Inc.; Mcgraw-- Hill Cos.
Standard & Poor 1 s Corp. (DJT MRP X.SOP)
NEWS SUBJECT: Ratings ot send & Debt; .corporate credit Ratings; Bond
News; Debt/Bond Markets; Restructurings & Recapitali2ations; Corporate
Changes; English language content; High-Yield Issuers; Dew Jones Total Market
Index; Funding/Capital; Co1·porate/Industrial News; Financing Agreements;
Financing Agreements; Corporate ActiOnlil; Market News {RTG C174 BON Ml2 RCN
C02 ENGL HIY WEI Cl7 CCAT Cl73 FNC CAC MCAT)
EDITION: NATIONAL
END OF DOCUMENT
Financial Times
COMPANIES & FINANCE INTERNATIONAL - S&P reduces Trump ratings NEW$ DIGEST.
By JENNY WIGGINS.
Trump Hotels & Casino Resorts' debt ratings were lowered deeper into the
speci.<lative category by Standard & Poor's after the company said it was
renegotiating interest payments on its bonds.
This week Trump Hotels aaid plans for new gaming operations in New York
state would hurt its Altantic City operations, leading it to seek lower
interest pa":{ments on its debt. Jenny Wiggins, New York.
http://www.ft.com.
Word Count: 77
END OF DOCUMEN1'
!or
(C) 2001 West Group. Copyright is not claimed as to any part of the original \\'Ork prepared by a U.S. government
officer or employee as part of that person s official duties. All rights reserved. No part of a Westlaw transmission
1
may be copied, downloaded, stored in a retrieval system, further transmitted or otherwise reproduced, stored,
disseminated, transterred or used, in any form or by any means, except as permitted in the Westlaw Subscriber
Agreement, the 'Additional Terms Governing Internet Acct:'ss to Westlaw or by West's prior 'vritten agreement. Each
reproduction of any pa1t of a Westlav.· transmission inust contain notic-e of West's copyright as follows: "Copr. (C)
2001 West Group, No i;:Jaim to orig. U.S. govt works."Registered in L.S. Patent and Trademark Office and used
herein under license: KeyCite, Westlaw and WIN. WIN Natural Language is protected by U,S, Patent Nos.
5,265,065, 5,418,948 and 5,488,725.
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National Post
(c) National Post 2001. All Rights Reserved.
The notes are backed by the Plaza and Taj Mahal casinos in Atlantic
City, N.J.
"I think some people are willing to listen if he makes the coupon
payment," said a bondholder who has been in touch with members of the
committee. "But it's a first~mortgage bond, so why negotiate?"
Several holders of those bonds have also said they are not willing to
negotiate with Mr. Trump.
COMPANY (TICKER): Trump Hotels & Casino Resorts Inc.; Weil, Gotshal & Mangea
(DJT X.WGM)
EDITION: NATIONAL
END OF DOCUMENT
Barron's
Donald Redux: Once more, Trump looks to renegotiate Atlantic City casino debt
By Jacqueline Doherty
Bond investors are gearing up for the opening salvos of what may be a
lengthy
tussle with Donald Trump. At stake; who should own the keys to two of his
Atlantic City casinos, To prepare for the potential battle royal, an informal
group of sizable, prominent bond investors held a conference call Friday to
get
organized.
But cha.nces are that a restructuring won't be quite that simple. Trump
Atlantic City bonds are secured by the mortgages on the t"''O casinos it owns:
Trump Taj Mahal and Trump Pla2a. Bondholders assert that the two casinos
aren't
worth the $1.3 billion of debt they support. Bondholders estimate the casinos
are only worth $800 million-$1.l billion. As a result, any restru~turing
could
dramatica1ly dilute -- or perhaps even eliminate -- Trump's equity in T~
Atlantic City.
Trump says he doesn't know how much the two casinos are worth in the wake
of
September 11. But he decided against making the interest payment, because
after
the World Trade Center attacks the economy continued to decline -- and New
York
State pushed through a bill allowing casinos to operate in the state for the
fi1'st time.
The state hopes that future gambling eotabli.shments in western New York and
the Catskills will generate jobs and tax revenue. The law also allows New
York
racetracks to install ticket-out video lottery terminals. The plans will
surely
face objections, and the facilities might not open for three to five years,
analysts estimate.
That being said, Trunip believes New York gaming will happen, and it will
drain traffic from Atlantic City,
''I just l.<(ant the bonds to reflect the economic realities of life as it
exists. September 11 precipitated the passage of the largest gaming bill in
New
York or anywhere else, '1 he declares. If the interest payment is reduced,
TrutAJ?
says he'll have more cash to invest in the casinos and to prepare them fQrthe
coming competition.
"We've done a good job managing the business and the [Trump] name is an
important reason why all those revenues come in," he says. "The problem v:ith
the company is that we're paying far too mu~h interest, and that puts us at a
competitive disadvantage."
Investors are quick to point out that Trump's casinos were facing a tough
economy and increased competition even before the events of September 11.
Connecticut's Mohegan Sun casino had already planned to open an additional
1,200 rooms next spring. In addition, a new casino, the Borgata, was set to
open in Atlantic City in mid~2003, adding about 10% to the Atlantic City
market's gaming capacity, according to Andrew Susser, a high-yield gaming and
lodging analyst at Banc of America Securities.
So, even before that horrible day in September, investors thought Trump
Atlantic City's cash flow would decrease as competition increased.
1
I
to the casinos.
"He'll get something, but it's not going to be a lot," says the investor.
Trump has been through this exercise before. In the early 1990s, his three
Atlantic c·lty c.11slnos had to restructure their debt; yet Trump managed to
retain about half of the equity in the properties, as well as control over
them. some say it's tough for bondholders to take control of casinos because
owners need to be licensed.
"Bondholders may be more willing to take control this time around," says
John
Leupp, a high-yield bond analyst at. Credit Suisse First Boston. After the
last
restructuring "operations didn't improve enough to convince bondholders that
it 1 s imperativB to keep existing management in place."
Trump has until December 3 to decide whether he'll make the interest
payment.
After that date, bondholders can force Trump Atlantic City in to Chapter 11
bankruptcy protection. Some observers speculate that Trump will ultimately
decide to make the interest payment when he realizes bond invecstors are
serious
about dramatically reducing hie equity in and control over the company. That
may explain why the bonds trade at 61 cents on the dolla:i:.-, when eome analysts
believe they should trade closer to 45 or 50.
Trump failed, too,to pay the coupon on Trump Castle's $62 million of 10.25%
senior not~-s due 2003. The Castle also has $212 million of debt, which faces
a
$15 million interest payment in mid-November, There's growing speculation
that
Trump will skip that interest payment as well and attempt a restructuring of
the Marina, too. But that facility has less debt and Trump has a greater
chance
of retaining control. At this point, it's unclear whether Trump's properties
will be reorganized separately or together. Bondholders are sure to examine
any
.intra~company transfers between the various entities and Trump, however.
If bondholders are successful in snagging the keys from Trump, what will
they
do next? Investors could easily hire a manager from another casino to run the
properties. Another option: they could sell the properties.
Among potential buyers mentioned is Carl Icahn, who already owns the Sands
casino Hotel in AtlantiG City. In the early 1990s, he led the bondholder
resttu.cturing of the Taj Mahal's first mortgage debt.
COMPANY (TICKER); Trump Hotels & casino Resorts Inc.; Trump organization
(DJT
X.TMP)
REGlON1 New Jersey,· North America; New York; United States; United
States; Northeast U.S.; North American Countries (NJ NME
NY
US USA USE NAMZ)
11/12/0l BARRO»S 22
END OF OOCUMENT
Bondweek
Copyright 2001 Gale Group Inc. All rights reserved. COPYRIGHT 2001
Heavy trading continued last week in the $1.2 billion Trump Atlantic
City ll.25t notes of '06 (Caa3/D). The bonds were trading at 69 plus
accrued interest on Oct. 30, but were trading "flat" (i.e. without
ac~rued interest) at 61 last Thursday, having been as low as 55. Trump
declined to make a coupon payment to bondholders on Nov. 1, and there
were rumors that financier Carl Icahn was buying up the paper in a bid
to make Trump pay up. Traders estimate that some $400 million of the
paper has changed hands in the last 10 days. Traders at Icahn & Co.
could not be reached.
11/12/01 BONDWK 13
END OF DOCUMENT
The Timea-Pica.yiJne
MONEY
Trump resumes game of debt roulette ; But some investors not willing to play
This time, though, the Trump name might not carr.y a$ much punch as
it used to.
"I don't think anyone owns the upper hand," said Tom Barrack,
Trump's longtime friend who became a competitor when his company
bought Resorts Atlantic City in the spring.
"People who own these bonds are shrewd, intelligent and well
researched about Donald. Donald is also smart, aware, and doesn't do
things without thinking them through,"
Trump's latest battle didn't exactly get off on the right foot.
Trump blamed the Sept. 11 terrorist attacks for hurting the gaming
business and the threat of competition in New York, which is ramping
Trump Hotels & Casino Resorts' four casinos barely make enough
money to cover the roughly $220 million in annual interest payments,
analysts said. The pressure is sure to worsen when the $~42 million
mortgage on Trump Marina comes due in 2003.
For many, the first word about the matter came th~ough the news
media. Several said they would rather foreclose on the casinos than
negotiate.
"Thi:'! Street ca.n't sta.nd The Donald," Hartranft said. "He's bad
news."
"I see a silver lining if he doesn't pay," he said. "I say let's
get real management. Just give us the keys. Cive us the keya.r.
That theory has driven the price of the $1.3 billion in bonds,
which fell from 71 cents to about 55 cents on the dollar after
Trump's announcement, to about 60 cents.
word Count: 5 91
11/11/0l NOTPCN 10
END OF OOCUMRNT
Business
~The
It's
JUDY DEHAVEN
STAR-LEDGER STAFF
This time, though, the Trump name may not carry as much punch as it
used to.
"I don't think anyone owns the uppe:r hand," said Tom Barraek, Trump's
longtime friend who bec~me a competitor when hi$ comp~ny bought Resorts
Atlantic City last spring,
Trump's latest battle didn't exactly get off on the right foot.
Trump blamed the Sept. 11 terrorist attacks for hurting the gaming
Trump Hotels & Casino Resorts' four casinos barely make enough money
to cover the roughly $220 million in annual interest payments, a.nalynts
said. The pressure is sure to worsen when the $242 million mortgage on
T~ump Marina comes due in 2003.
For many, the first word about the mattei;- c.'ame through the media.
Several said they would rat.hex: foreclose on the casinos than negotiate.
"The Street can't stand The Donald," Hartranft said, "He's bad news."
Another bondholder said he was prepared to take matters into his own
hands and take the rnoney out of a casino ~ash cage if Trump Resorts
hadn't paid up by the end of a 30~day grace period.
"I see. a silver 1.i.ning if he doesn't pay," he said. "I say let's get
real management. Ju.st give us the keys. Give Uf; the keyi'l."
Who blinks first is anyone's guess. Speci.1lation on Wall Street .is t.hat
That theory has driven the price of the $1.3 billion bonds, which fell
from 71 cents to about SS cents on the dollar after Trump's
announcement, to about 60 cents.
Trump said he won•t decide whether to pay his next interest payment
due Tuesday - until he sees how negotiations go.
Some speculate corporate raider Carl Icahn, who owns the Sands Hotel
and Casino, will scoop up Trump bonds and make a play for the casinos
as he did when the Taj Mahal was headed for bankruptcy in 1990. Icahn
denies any intere~t- t:.hiR time.
The company's interest rates from 11.25 percent to 15.5 percent. While
some casino companies pay similar rates, others, such as industry leader
Park Place Entertainment, come in closer to 8 percent.
"I don't know if I'll make any concessions," Trump said. "What I want
to do is set the casinos up for a terrific future. I will not be the
only one doing this. There are other casinos down there with junk bond
debt."
Trump argues that the company is fundamentally sound, even with his
stock at, off 63 percent in the past year.
"The Trump Taj Mahal is No. l in Atlantic City, last month and every
month, virtually," he said.
But a closer look shows that during the last 12 months, the Taj ceded
that first place position to Bally's, reporting $565.S million in
revenue versus Bally's $579.2 million, according to a CIBC World Markets
report.
The Taj 's $128.8 million in EBITDA for the past 12 months ranks fourth
among Atlantic City's eighth biggest casinos.
The huge debt and the high interest rates that go with the Trump
casinos drag it down further. The casinos bring in enough EBITDA to
cover their interest pa)'IDents a little more than one time. That means
there's little cash left for other things.
"For a regular high~yield bond, you look for interest coverage that is
two times or better," Goldman Sachs analyst John Kempf said.
EDITION: FINAL
END OF DOCUMENT
National Post
(c) National Post 2001. All Rights Reserved.
Bloomberg News
NEW YORK~ 'Trump Hotels & Casino Resorts Inc. •s debt rating was cut to
the lowest level by Standard & Poor's Corp. after the company, failed to
make a US$90-million interest payment due yesterday on US$1. 3 ··billion in
debt.
S&P cut the corporate credit rating and senior secured debt on th
Atlantic City, N.J.-based company, headed by developer Donald Trump, two
notches to "D" from "CC." The next interest payment is due Dec. 15, the
credit rating company said.
The missed pay1nent sets Mr. Trump up for his second major debt
refinancing in 10 years. In 1991, Mr. Trump was able to convince
creditors to keep hint in control of the casinos when they went through a
prepackaged bankruptcy.
"If he doesn't have the money to pay the interest, he can hand over
the keys, 11 said Mark Levin, director of research at Imperial Capital
LLC, a broker of high-yield debt securities. "You b1;tve a lot of grizzled
bond holders who have been through this before."
The S&P downgrade didn't move T:r\Ul:'IP :bonds, traders said. Offer·!OI to buy
the Trump Atlantic City Associates 11.25% note due in 2006 were about
US60.5 cents on the dollar in the early afternoon. That's down US12
cents from the US72.5 cents on the dollar seen on Sept. 4, according to
data from Salomon Smith Barney.
Mr. Trump has a 30-day grace period during which he can make interest
payments. Given that cash flow at the casinos is enough to cover debt
payments, some analysts said he may just be angling to buy back some af
the debt at a lower price.
"At this point the ball is still in his court, 11 said debt analyst John
Maxwell of BNP Paribas SA.
INDEX REFERENCES
COMPANY (TICKER): Trump Hotels & casino Resorts Inc.; Mcgraw~Hill Cos.;
Standard & Poor•s Corp. (D~T MHP X.SDP)
NEWS SUB~ECT: Ratings of Eond & Debt; corporate credit Ratings; Bond
News; Debt/Bond Markets; Reat~ucturings & Recapitalizations; Corporate
Changes; English language content; High-Yield Issuers; Dow Jones Total Market
Index; Funding/Capital; Corporate/Industrial News1 Financing Agreements;
Financing Agreements/ Corporate Actiona; Market News (RTG Cl74 BON Ml2 RCN
C02 ENGL HIY WEI Cl7 CCAT C173 FNC CAC MCAT)
EDITION: NATIONAL
END OF DOCUMENT
Financial Times
(cl 2001 Financial Times Limited . All Rights Reserved
COMPANIES & FINANCE IN'l'ERNATIONAL - S&P reduces Trump ratings - NEWS DIGEST.
By JENNY WIGGINS.
Trump Hotels & Casino Reaorta' debt ratings were lowered deeper into the
speculative category by Standard & Poor's after the company said it was
renegotiating interest payments on its bonds.
This week Trump Hotels said plans for new gaming operations in New York
state would hurt its Altantic City operations, leading it to seek lower
interest payments on its debt. Jenny Wiggins, New York.
http://www.ft.com.
Word Count1 17
END OF DOCUMENT
at $i. Mr. Trump said the bond situation doesn't affect his private real·
estate operations. ''It's not my company," he said. "It's publicly traded, but
it's not my Manhattan real estate."
REGION: New Jersey; North America; New York; United States; United
States; Northeast U.S.; United Statea - New Jersey; North American Countries
(NJ NME NY US USA USE USNJ NAMZ)
11/1/01 WSJ BS
END OF DOCUMRNT
The Philadelphia Gas Works s~id it wovld publish the results of its
Customer Service Initiative online by the end of the week. The company
said it would upd~te the figures, which showed the av~rage wait for
customers to speak to a PGW customer service agent, the number of calls,
and the number of calls answered, on a weekly basis. PGW will also show
how its results compare with the state Public Utility Commission's
guidelines. The company's Web site is www.pgworks.com.
Elsewhere
Delta Air J.dnes executives said they would need to lay off only 2, 000
employees, because about 11,000 took an early retirement or chose a
one-year volunt~ry leave. The company is eliminating 13,000 jobs, or
15.8 percent of its workforce, because of dramatically lesn traffic
after the Sept. 11 terrorist attacks. "The early retirement package was
sweet," said Mark Baxter, a Delta human resources general manager. Of
the 2,000 who w:ill be .laid off, 1,700 are pilots who are not eligible
for a retirement package the company offered. Delta has about 02,500
employees,
Procter & Gamble Co. told its employees that mass layoffs would not be
needed as part of the company's restructuring becau!:>e enough people are
leaving voluntarily. But P&G still needs to cut an unspecified number of
jobs worldwide, according to an internal memorandum sent Tuesday to the
company's 40,000 employees in the United States. The consumer-products
company announced in March that it planned to close some pl.st.nts and cut
about 10,000 jabs worldwide. P&G had set a goal of eliminating 3.,400
jobs in the United States through the voluntary-departure program. The
company's worldwide workforce is nearly 106,000 people.
INDEX REFERENCES
EDITION: CITY-D
END OF DOCUMENT
By Simon English.
in ~~ew York
Mr Trump h<J.s $1.6 billion of publicly traded junk bonds secured on his cas.ino
complex at Atlantic City, New Jersey, and a slug of cash is due next month.
Slumping revenues at gambling houses and hotels across America are forcing an
overhaul of the Trump finances, however.
His office confirmed yesterday that the mogul is in talks with bondholders
bUt
declined to give further details.
The casinos are loaded with debt and Mr Trump hopes he can use the diffic~lt
economic environment to persuade bondholders to accept lower payments so he
can pay off loans.
Mr Trump is angered by plans to build six new casinos in the state of New
York
and is considering legal action, He claimB the casinos will dcaw money away
from New York City at a time of financial crisis,
Trump Hotels & Casino Resorts, 42pc owned by the magnate and socialite, made
profits of $9.Sm in the third quarter, slightly ahead of last year.
END OF DOCUMENT
BUSINESS
Pummeled by a bad economy and burdened with more than $1.5 billion
in debt, Trump ffotels & Canino Resorts said yesterday it would not
make interest payments owed to some bondholders today.
"It all has to do with Sept, 11," Trump told the Daily News.
"Atlantic City after Sept. 11 is a different place."
This comes amid a grim environment for the hotel business, with
tourism down sharply because of the terrorist attacks and the
sputtering economy.
Making matters worse for Trump, Gov, Pataki signed a law yesterday
that allows six American Indian casinos to be built in upstate New
York. Those caslnos will pose new competition to Trump's Atlantic
City businesses at. a time when his operation is struggling.
Casino, the Trump Taj Mahal Casino Resort and the Trump Marina Hotel
Casino M did go bankrupt in the early '90s, But Trump hung onto
them, and in 1995 he took his casino company public at $14 a share.
The stock hit its all-time high of $35 per share in 1996. It closed
yesterday at $1, down 25 cents,
The Donald owns 42% of the company, which is separate from his New
York real estate company, and is its chairman.
Trump's bonda are held by.mutual funds, pension funds and banks.
"The company has too much debt, 11 said John Kempf, an analyst at
Goldman Sachs.
Kempf said that Trump knew he had to address his debt problems
sooner or later, and was choosing to do it now.
"Right. now, the company has the cash to make the payments," he
said. But at some point, "they were going to run out of cash to
service their debt."
~ INDEX REFERENCES
COMPANY (TICKER) : Trump Hotels & Casino Resorts Inc.; Credit Suisse First
Boston Corp.; Credit Suisse Group; Goldman Sachs Group Inc. {DJT Z.CSF z.CSG
GS)
INDlJS'f'RY: Casi.nos & Gambling; l\l l Ent.erta inment & 1.ei sure;
Diversified Financial Services; Securities; Dow Jones Sector Titans Index
Financial; Lodging; Recreational Products & ·services (CNO ENT FIS SCR XSTF
LOO RECJ
word Count: 4 93
11/1/01 NYDLYNWS 47
END OF DOCUMENT
copyright (c) 2001 ProQuest Information and Learning. All rights reserved.
ISSN: 0362~4331
Section C
Where Donald Trump sees trouble in Atlantic City, bondholders see an effort
to
cut a deal.
Riva D Atlas
Mr. Trump ha.i;; more than $1.6 billion in publicly t·raded junk bonds,
it- most of which are secUred by hiS.,Atlantic City ca'sinos. u·~ contr~ls
these properties through a public entity called Trump Hotels and
Casino Resorts, whose shares trade at $1.25. Mr. Trump owns roughly 42
percent of this company.
Some investors and analysts suggest Mr. T:nunp could merely be trying
to drive down the price of his bonds. Mr, Trump quietly spent $46
million last spring buying bonds issued by Trump Hotels and Casino
Resorts, said Mr. (John Kempf] of Goldman, Sachs.
10/31/01 NYT-ABS 13
END OF DOCUMENT
Business \Vire
HEADLINE: Tn1mp Hotels & Casino Reso1ts Reports Fir~t Quarto:r '99 Results
May 7. 1999--Trump llotels & Casino Resorts, Inc ("TI-ICR") (NYSE: DJT) today reported earnings and EBITDA
for the first quarter ended l\1arch 31, 1999. Consolidated net rcYcnuc~ for the first quarter \Vere $316.1 nlillion,
compared to $3 lfiJi million reported for the same pcno<l in 1998_ THCR's operating subsidiaries' EBliDA (earnings
before interest, taxes, depreciation, amortizalion, CRDA, Indiana regulatory costs and non~operating expenses) for the
fir,..,t quarter of 1999 'vas $50.6 million verslls $52.5 nlillion reported in the 1998 first quarter, Net loss for the first
quartt:r of 1999 (before one"ti1ne charges) was $20.2 ntillion or $.91 per share. Net loss, )ncluding one~time charges
reflecting the adoption of SOP 98-5 (reporting of the cost of start-up activities) and a litigation settlement, was $25.3
million or S1.14 per share, co1npared to a net loss of $17. 7 million or $. 79 per share in the 1998 first quarter. For the
first four months of 1999 through April, all of the operating subsidiaries· net revenues and EBITDA exceeded levels for
the sa1ne period in 1998 with EBITDA increasing to $74.4 million in 1999 from $65.9 million in 1998. "Our focus
during the shoulder season \vas on quality revenues '"vith a rein on costs." stated Nicholas L. Ribis, president and chief
ex.ecutlve officer, "and the four n1onth results continue to validate this strategy. April was n tremendous month for our
company and is an excellent 1nd1cator fOr the five busiest months of the year," Ribis continued_ "'lhe strong results at our
properties, cOupled with our Spring!Sunllller corporate advertising campaign which began in April and continued cost
containrnent prograrns, puts us in great shape for second and third quarter operating profits," concluded Rib is.
Tnunp Taj M~hal reported net revenues for the first qua11er of 1999 of$123.8 million and EBITDA of$22.6 million,
co1npared to net revenues for the 1998 first quarter of$125.6 n1illion and EBfTD1\ of$24. l million. 1brough the four
months ended 1\pril 30, 1999, EBITDA and operating margins were $32.6 million and 19,}% respectively, versus $30.1
million and 17.9o/o, respectively, for the four n1onths ended Apnl 30, 1998. ·1 n1mp Plaza repo1ted net revenues of $90.8
million for the first quorter of 1999, compared with $96.0 million for the same period 111 1998 and EBITDA of$14. l
million for the first quarter of 1999, versus $15.8 million reponed for the 1998 first quarter. Through the four months
ended April 30, 1999. RBJTDA and (lpcrating n1argins \Vere $20.3 million and 16. l 01~. n:~pectiv<:ly, versus $19.1 million
and 15.lo/c,, respectively, for the four n1onths ended April 30, 1998. For the first quarter of 1999, Trump Marina posted
net revenue~ of$64.5 million, contpa.red to S66.7 nlillion for die first quaner of 1998. EBITDA \Vas S8.9 nullion fOr the
1999 quarter, compared to $9.5 million for the quarter ended M<1n;:h 31, 1998- Through the four months ended April 30,
1999, EBJTD.o\ and operating rnargins were $14.0 million and 15.6o/n, respect1vely. versus St2.3 million and 14.0%,
respectively, for the four months ended April 30, 1998. Tn1mp Indiana reported first quarter net revenues of$36.9
million a11d EBITDA of$5,0 nullion for the quarter ended March 3 I, 1999, versus $28.3 million and $3.1 nlillion.
respectively, for the first quarter of 1998. ·rhrough the fonr 1nonths ended April 30, 1999, EBITDA and operating
margins \Vere $ 7.5 nullion and l 4.9o/o respecnvely, ver~us $4.4 millton and 10.9o/,,, respecnvely, for the four rnonths
ended April 30, 1998. Tn1mp Atlantic C:iry Associates reported combined net revenues of Trump Pla7.a and Trump Taj
Mahal for the first quarter of 1999 of $214.6 million versus $221.6 million for the first quarter of 1998. EBTTDA wits
$36.9 milhon for the first quarter of 1999, compared to ERITDA of$40.0 million for the 1998 first quarter. Net loss for
the 1999 first quarter was $17 .2 n1illion versus a loss of $13_3 million for the same period in 1998. Through the four
months ended April 30, 1999, EBTTDA and operating margins were $52.9 million and 17.8~(,, respectively, versus $49.2
n1illion and 16.7%, respectively, fOr the four months ended April 30, 1998. During the month of April, Dont1ld J.
Trump, Cha1rn1an ofTHCR, and Nicholas L, Ribis, President & CEO, reported their p\1rchase of 250,000 and 24,000
sharC's ofTn1mp Botch&. Casino Re~orts' common stock, respectively. Tn1mp Hotels & Casino Rcsorl.s, In<:. owns and
operates Trump Plaz11 l·Iotcl & Casino, Trump Taj Mahal Casino Resort and Trump Marina Hotel Casino in Atlantic
City, NJ, as well as Trurnp Indiana, the riverboat casino at Buffington Harbor, IN, on Lake Michigan. It is the exclusive
Page 12
.Business 'll'ire, May 7, 1999
vc:hick through \vhich Trump wiJI engage in new gaming activities in both e111erging and established gaming
jurisdictions in both the lJnacd States and abroad. ·0
3 MONTHS
31-f..'Iar-99 31-\.lar-98
REVENUES
CASfKO $ 291,783 $ 292,333
ROOMS 19.572 20,476
FOOD & BEVERAGE 32,241 33,670
OTHER 9,583 9,675
PROMOTIONAL ALLOWANCE8 (37,129) (39,560)
3 MONTI-IS
31-Mar-99 31-Mar-98
REVENUES
CASINO $ 195,166 $ 201,764
ROOMS 15,716 16,919
FOOD & BEVERAGE 24,230 25.744
OTHER 7,630 7,586
PROMOTIONAL AJJ ,QWANCES (28,IIO) (30,417)
(Unaudtted)
3 M01'THS
31-Mar~99 31-Mar~98
REVENUES
CASINO 182,322 $ 87,293
Page 14
Business Wire, Ivlay 7, 1999
REVEl\.UES
CASINO $112,844 $114,471
(tJruJ u<litl'.d)
3MONTHS
3 J.!\1ar.99 3 J.t-.1ar.98
REVENlJES
CASINO $ 60,890 s 62,733
No. of Slots 2,178 2,155
Win per Slot/Day $231 $231
Slot Win $ 45,270 $ 44,772
No. of Tables 91 94
\Vin per Table/Day $ 1,886 $ 2,090
Table \Vin s 15,447 $ 17,678
Table Drop $101,296 $111,844
Hold o/o 15.2~1o 15.8~1o
CRDA writedown.
REVENUES
CASINO $ 35. 727 $ 27,836
ROOMS $ 570
:-Jo, ofRoo-ns Sold 9,099
Avg Roon1Ratcs $ 59
Occupancy~'~ 36.6~{,
J MONTHS
CRDA /INDIANA OBLIGATIONS 31-Mar,99 31-Mar-98
PLAZA $344 $4I9
TAJ 470 457
MARJNA 349 257
INDlANA STATE & MUNICIPAL OBLIG. 925 925
TOTAL CRDAIJNDIAJ\"A OBLIC.I $ 2,088 $ 2,058
DEPRECIATION & AMORTIZATI01'
PLAZA S 5,949 $ 6,053
TAJ 9,376 9,317
TCS 226 58
THCR HOLDI1'GS 71 63
MARJNA 4,250 4,050
I1'DL~NA (INCL JOINT VENTURE LOSS) 2,475 2.122
TO'rAL DIJ.PRECLA.TION/AMORT $ 22,347 $ 21,663
INTERl:'S'f EXPENSE
PLAZA $11,761 $11,983
TAJ 23,445 23,580
TRU11P ATLANl'IC CIT\' 3.191 3,216
T!ICR 110LL1INGS 6,061 5,388
J\.1A.RL\JA. 10,558 10,088
INDlANA 5I5 866
TOTAL INTEREST EXPENSE
LOAD~DATE: May 8, 1999
Page 4
PR Newswire
HEADLINE: ~iragc Rcsr)rts Announces Strong Increases in First Quarter Revenues and Income Due to Su<"cess of New
Resort~;
Bcllagio Has Highest Quarterly Revenues in Nevada History
BODY
Mirage Resorts (NYSD: MIR) announced loday first quarter earnings of $0.28 per share before charges associated
with µreopening and related promotional costs, an increase of 27% over the $0.22 per share earned before an
extraordinary loss in the prior-year period. Tot:i.l revenues rose 73%, while operating cash flo\v (EBDIT) increased 70%.
According to the liltest statistics available from the Nevada State Gaming Control Board, gaming revenues on the Las
Vegas Strip increased 21 % in the first two month~ of the quarter. The company\ cmsinos located on the Strip accounted
for 58o/o of such growth, ()nan overall basi~, the co1npa11y's ga1111ng revenue~ increased by 64 1Jo in the first quarter while
its gross non-casino revenues increased 82%.
The growth in revenues and operating profit was attributable primarily to the compr.ny's Be\lagi(1 resort, which
opened on October 15, 1998 and generated $282 million tlftotal revenues in the first quarter. Mirage Resorts believes
this to be the highest quarterly revenues of any casino in Nevada history. Its non-casino revenues in the quarter of $145
million arc thought to he the highest such revenues of any re~ort in history. The cornpany's Beau Rivage resort 011 the
Mi~si~sippi GulfCoa~t also opcncd successfully on March 16, 1999 and contributed to the increase in revenues for the
quarter
Results \Vere also strong at the company's other resorts. The operating income of such re~orts on a combined basis,
exeludi11g the new properties, increased by 2% in the face of the new competition and despite an ongoing room
refurbishm~nt program ai 1he company's Trcasur1~ Island rc~nrt. Hotel occupancy of ~tandard rooms at such resorts
incteased ::.lightly, from 98.1 % to 98.4o/,.,, and their average room rate increased by 49'a.
On a company-wide basis, occupancy of standard guestrooms was 98. l %1 in both periods. The average rate for
standard guestrooms increased from $89 to $110, with Bellagio's higher room rates accounting for most of this increase.
The compa:iy-wide table g!nnes win percentage wa~ 20.2o/11, vcr~us 19.8%. Management believe.~ both nuniher~ to be
relatively normal Over the past three calendar year~, the cumpany,y,·idc win percentage has averaged 20.0o/o.
The compa1y cxpcn~cd ~ubstantial preopening ;ind 1·e]a1ed pron1otional costs during the quarrer. There were two
aspects to lhis. First, a recently issued accounting pronounce1nen1 now require~ preopening costs 10 be e/\pensed as
incuncd. The company had previously capitalized such costs and amortized them over the 60-day period following the
opening of the related resort. At Decen1ber 31, 1998 the company h;id S47.0 million of such capitalized costs, including
$24.7 inillion related to Beau R1vage and $22 3 million related to development of its planned Atlantic City facilities.
This resulted in a cumulative effect related to the accounting change in the quarter of $30.6 million, net of the applicable
income ta/\ benefit. Second, the company incurred $31.5 million of additional preopening and related promotional
expense in the quarter, largely in connection with hiring and tra1n1ng Beau Rivage's workforce. As a result of these
factors and an increase in interest expense, the company's net income for the quarter was $1.5 million l$0.0l per share).
Page 5
PR Newswire, May 10, 1999
The company·s interest cost rose ~ignificantly in the qunr1cr due to higher debt levels related to the invesrnlent in the
new resor1s. The opening of such n~~orts also re~ulted inn lesser proportion of the company's interest cost being
capitalized during the J 999 first quarter.
This press release contains forward-looking statcmc:nts which arc subject
to change Acrual results m11y differ materially from those dc~cribcd in any
forward-looking statement. Additional informati,1n concerning potential
factors that could affect the company's future results is included in the
company's Annual Report on Forrn \Q.K for the year ended Dccemhcr 31, 1998.
This statement is provided as pern1itted by the Privi1te Securities T.itigation
Reform Act of 1995.
Gross revenues
Casino $313,975 $191,821
Ro~ims 123,522 71,841
Fond and bcvcnigc 105,789 55,531
Entertainment 45,593 24,994
Retail 31,086 15,135
Other 19,240 11,171
639,205 310,493
Less. promotional allowances (58.492) (35,328)
580,713 335,165
NEWS RELEASE
NEW YORK, NY - Trump Hotels & Casino Resorts, Inc. (NYSE:DJT) announced today
that for the third quarter ende~telI).ber 30, 1999, consolidated net revenues were
} ~l')nillion compared to(S397.4~11ion reported for the same period in 1998.
~s EBITDA (earnings ~terest, taxes, depreciation, amortization, Trump
World's Fair charge and corporate expenses) for the quarter was $106.7 million versus
$90.6 milli n re~~~ed for the prior year's third quarter. Net income increased~~__.,}
million or 0.63 pe\share, before a one time Trump World's Fair charge, com~
$5.3 million or $0.24 per share in 1998. THCR's earnings per share of$0.63 exceeded
First Call estimates of $0.54.
Nicholas Ribis, President and Chief Executive Officer of THCR, stated, "Our focus in
1999 ...,.·a.s three-fold: first, t? increase our operating margins at each operating entity;
second, to decrease our marketing costs; and third, to increase our cash sales from our
non~casino operations. We have succeeded in achieving positive results in each of the
three categories. The third quarter and nine month results for the company indicate that
/·-- we have successfully instituted the programs 1hat we focused on during 1999."
(
Trump Plaza
Revenues $117.0 SI !4.8 S312.I S313.2
Operating Profit 24.7 17.5 46.J 39.0
EBITDA 11.0- 24A- 6S.2 58.9
Margin 26.5o/~ 2 t.3~-0 20.9o/a 18.8%
\
' 0 ••
THCR in the third quarter also ceased operations at the Trump World's Fair Casino Hotel
in Atlantic City and it has taken a one-time charge of $81.4 million ($128.4 million less
minority interest of$47.0 million or $3.67 per share) with respect to the closing, THCR
has indicated it will demoHsh the ex.isting structures, and planning has commenced for
the development of this IO~acre Boardwalk site into a 4,000~room hotel and a 200,000 sq.
ft casino to be connected to the newly renovated Atlantic City Entertainment Center, and
a proposed 10,000-car parking garage.
This press release contains forward~looking statements that are subject to change. Actual
results may differ materially from those described in any forward-looking statement.
Additional information concerning potential factors that could affect the Company's
future results is included in the Company's Annual Report on Form lO~K for the year
ended December 31, 1998. This statement is provided as permitted by the Private
Securities Litigation Reform Act of 1995.
l='i!ge 067~ o' 1:!40
(bi(b)
Trump Hotels & Casino Resorts, Inc. owns and operates Trump Plaza Hotel & Casino,
Trump Taj Mahal Casino Resort and Trump Marina Hote.l Casino in Atlantic City. NJ, as
well as Trwnp Indiana, the riverboat casino at Buffington Harbor, Indiana on Lake
Michigan. It is the exclUSi'Ve vehicle through which Trurnp will engage in new gaming
activities in both emerging and established gaming jW'isdictions in both the United States
and abroad
Page 12
PR Ncwswir..:
HEADLINE: Harrah's Entertainment Reports 1999 Second Quarter and First I·IalfResuhs
BODY·
Harrah's E:itertainmenl, Inc. (NYSE: llET) today reported results f()r second quarter l 999, including record revenues,
EBITDA. income before extraordinary losses and net income
.Second Quarter Accomplishmenis
* l)iluted earnings per share before preopening costs, write-downs.
reserves and recoveries, and ex.1raordinary losses v.•ere 38 cents,
Australiu
Sutrunary of Results
Diluted earnings per share before extraordinary losses were 37 cents for
second quarter 1999 versus 36 cents for thr prior year. After the
extraordinary losses, diluted earnings per share v.:ere 31 cents ,;ompared with
20 cents in second quarter 1998. Results in 1998 v.•crc affected hy scveriil
one-time adjustments, including gains on the sale of a restaurant investment
and the buy-nut c1f the management contract for Sky City Casino in Auckland,
New Zealand
Second quarlcr 1999 EBITDA (Earnings Before Interest, Taxes, Depreciation
and Arnortization) before project opening costs 11nd .,,,,rite-downs, reserves 11nd
recoveries wJs $182.8 million, a 44% increase over the $127.4 1nillion reported
for second quurter 1998, Hnuah's Entertainment has the most geographically
diverse sources of EBITD,\ in the casino entertainment industry with the
Western Region contributing 37% of consolidated second quarter EBITDA, the
Eastern Region 31 % and the Cen1ral Region 3)%.
"There v.•ere increases in EBITDA in every region in s&ond quarter 1999
over prior year,'' explained Harrnh's Entertainment Chairman and CEO Phil
Satre. "This is a testament 10 the value of our diversifica1ion and our
natiOnl!l brand Strategy."
The addition of the H.io 1-lotel & Casino in Las Vegas, acquired January 1,
Page 13
PR Nc\vswirc, July 21. 1999
1999, and Showboat. Inc., acquired June L 1998, coupled with 15% same store
gaming re,,.enue growth in the Harrah S brand casinos, resulted in a
57% increase in second quarter revenues over prior year to $751.1 million.
Income from operations increased 72% and net income rose 99% over the prio1
year period.
"We're seeing more of the benefits of our cross-market and custon1er
loyalty strategie~ as well as the strategic acquisitions of Showboat and Rio,''
Satre explained. "Our Total Gt)ld and direct marketing programs have
strengthened our Harrah's brand casinos, resulting in market share gains Now
we're embarking on the next stage of our ~tratcgy with the launch of the
tiered customer loyalty card progran1 -- Tot.:11 Diarnond, Tutal Platinum and
Total Gold -- to reward customers for choosing FJarrahS Entenain1nent casinos
whenever and wherever they play."
Vegas and Rio continued to grow EBJlT\\ at a time when the Las Vegas market is
adjusting to considerable new competitive supply. In the meantime, our
Laughlin and Lake Tahoe properties used our extensive database and 1nnova1ive
marketing programs to grovv their businesses in excess of the trends in their
respective markets."
*Sho\ltboat Atlantic City rcOccts one month of results during the 1998
second qur.rter and first half of 1998.
Ilarrah 's Atlantic Ctty sn\v another quarter of record revenue and EBITDA,
and, once again, gained market share in second quarter 1999
"Harrah's Atlantic City continued lo outpace the g1uwth in that niarkct by
nearly 50 pcn;cnt," said Satre. "Atlantic City hus proven to be a key
component in our customer loyalty strategy in attracting, retaining and
building relationships '~·itb target custo1ners."
Central Region
Revenues $252.6 $172.4 $485.6 $342.6
Operating profit 50.S 3).4 92.0 69.0
EBTTDA 63.8 44.0 117.3 89.S
This property had lagged behind the growth in the market in the first quarter
before the rebranding, but substantially exceeded n1arket gro\11th in the second
quarter under the Harrah's banner, Revenues at Hnrrah's East Chicago rose 22°4'
in second quarter over the same period last year and EBITDA was up 75%.
"Chicagoland is a very exciting market in the casino entcrtauuncnt
industry this >·ear, and our distribution strategy has placed u1> in the best
position to capitalize on that n1arket growth," said Satre. "Our East Chicago
property now enjoys the advantages of being part of a strong national brand.
This former Shov.·boat property has shov.n a drarnatio: in1provc1ncnt :.incc v:c
rebranded it a Ilarrah's casino in March 1999. In fact, it led the Indiana
Chicagoland market in gaining drop for the first time during the month of June.
This deinons:rates the power of our n<1tional brand name.
"In the meancime, the more customer-friendly dockside garning in Joliet is
showing ver)' encouraging signs," added Satre. "Business levels incrcuscd
noticeably in late June with the elimination of cruise schedules and
ticketing. Add our new hotel that's expected to upen in November 1999 and
prospects for continued b'TOwth at Harrah·~ Joliet look excellent."
Harrah's S:. I ,ouis and Harrah's North Kansas achieved record revenues for
the quarter with 38% and 14% increases, respectively, over second quarter
1998. EBITDA in Harrah's St. Louis increased nearly 81 % \vhile EBITDA at
Harrah's Nurh Kansas City rose 5%. Both properties also continued to
solidify their market share leadership in the respective markets.
Harrah's Shreveport EB1TDA declined 12% from prior year second quurtcr due
to the disadvantages of competing against the substantial hotel investments
made by oth<::r operators in that 1narket. However, construction is on schedule
fur a fourth quarter 2000 opening of Harrah's Shreveport's upscale 514-room
hotel and cor.ference center,
In Mississippi, EBITDt\ rose 23% as gains at Harrah's Tunica offset
declines at H~rrah's Vicksburg.
under the Harrah's, Showboat and Rio brand nan1e.s, and the Star City Casino in
Sydney. Australia. Founded more than 60 years ago. llarrah's is focused on
building loy:llty and value with its targeted customers through a unique
combination of great service. excellent products, unsurpassed distribution,
operational excellence and technology leadership.
(In thousands.
except per share June. 30 June 30, June 30, June 30,
amounts), 1999 )998 1999 1998
affiliates. amortization
of good\~·ill, pro.iect
write·downs, reserves
venture restructuring
Income front
operations 123.504 71,855 235,987 129.921
Interest, net of
interest capitalized( 48,692) (25,623) (99,587) (44,949)
Guin on sale of equity
interest in subsidiary -- 13.155 13.155
Other income, including
interest income 4,404 1,395 6,570 5,525
Jncome before
extraordinary !OSS<".S 47,923 37,019 85,268 61,922
Extraordin<iry losses,
net of tax (7 ,375) (16,613) ( 10,623) (18,280)
(UNAUDITED)
(Jn thousands) June 30, June 30. June 30, June 30,
1999 1998 1999 1998
Revenues
Operating Profit
EBJTDA*
. .<//..
'
.re
COM?l\NY DATA:
COMPANY COl-TFORNED NAME: TRUMP llCYl'ELS (, CASINO RESORTS HOLD
CENTRl\t INDEX KEY, (100094332;1:
STr..NPARD INDUSTRIAL CLASSIFICATION: HDTV.LS & MOTJ::LS [7011]
lRS NUV.:BER: 133018107
STATE OF INCORPORATION' DE
f'l$CJ\L :i'EAR ENO: 1231
FILING VALUES t
SEC ACT;
SUSINESS ADDRESS:
STJl.'ff;: NJ
Z!P: 013401
MAIL ADDRESS:
STATE: NJ
ZIP; 08401
FILER:
COl1l?ANY DATA:
COMPANY CONFORMED NAME: TRUM~ HOTELS & CAS!NO RESORTS FUND
CENTRAL INDEX KEY~ 0000943323
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS ~ MOTELS (7011]
IRS NU!illER1 133318405
STATE OF INCORPORATION:
F'ISCAL YF~AR fjNfl: 1231
F!LING VALUES;
SEC ACT:
BUSINESS ADDRESS:
STREET l; 2500 BOARDWALK
CITY: ATLllNTlC CITY
STATE; NJ
ZlP: 00401
BUSINESS PHONE; 6096BS8629
MAIL ADDRESS:
STREET 1: MISSISSIPPI AVE AND THE BOARDWALK
CITY: ATLANTIC Cl'l'1
S'l'A·tE: NJ
ZIP: 08401
</ZEC-llEADER>
<OOCUMEN'l'>
<TYPR>lO~Q
<SJ::QUENCE> 1
<DESCRTPTION>FO~M 10-Q
<TEXT>
<I'1\GE>
IJNJTED S't/\Ti:S
FORM 10-Q
[609) 441-6060
Not Applicatile
(Fonner name, fonner <iddress and forn()r fisc.:il year, it ch'1ogcd ~ince last
report)
DELAWARE 13-3919407
($t<lte or other jut"isdictio:n of jf.fl..S. Eiaploy"'i;
incorpor"'tion OI' orgQni:tQtioa) ld"1ntifiC:;;ttion No,)
2500 Bo<.Jrdwalk
Atlantic City, New J~rsey 0840l
(Address of principal executive offices) {Zip Code)
(609) 411-6060
{Registrant's telephone ni:unbi!r, including area cede)
Net Applicable
[Former name, former address and former fiscal year, if changed since last
rep-0rt)
(609) 441-6060
{Reqistrant'S telephone number, includinq area cede)
Not Applicable
(Former nQme, former Qddress and former fiscal year, ~f changed since last
report)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Secticn 13 or lb(d) ot the S~curities Exchange Act
of 1934 during the pri;ce\l.ing l-2 :months (or for such shorter pei:·iod lhat the
registrants were required to file such reports), and l2) have been sub)ect
to s11ch filing requirements for the past 90 days. Yes X No
The number of outstanding shares of Common Stack, par value $.01 per
share, of Trump Hotels i;. Casino Resorts, lnc. as of November 4, 1999 was
22,195.256.
The number of outstanding sharea cf Class B Common Stock, par value $.01
per shate, of Trump Hotels i:. C01sino l<.esoi;-ts, Inc. as of Novembei: 4, 1999
was l,000.
The number of outstanding shares of Common Stock, par value $.01 per
MD
'
INDEX TO FORM 10-Q
<TABLE>
<CAt'TlON>
Condensed Consolidated Balance Sheets of Trump Hotels & Casino Resorts, Inc,
a~ of December 31, 1998 and September 30, 1999 (unaudited)
Condensed Consolidated StatQments of Operations of Trump Hotels & Casino Resorts, Inc,
fo:r th(l Thre.:i and Nine Months Ended September 30, 1998 and 1999 (uuo.ud1ted)
Condensed Consolidated ~tatements of Cash E'lows of Trump Hotels & Casino Resorts, Inc.
for the Nine Months Ended September JO, 1998 and 1999 (unaudited)
Condensed Consolidated Balance Sheets of Trump Hotels & Cosine Resorts Holdings, L.P.
Condensed Consolidated Statements of Operations of Trump Hotels & casino Resorts Holdings, L
for the Three and Nine Months Ended September 30, 1998 and 1999 (unaudited)
Condensed Consolidated Statement of Partners' Capital of Trump Hotels & Ca$ino Resorts
flolding:i, t..P. for the Nine Months Ended SepteJl'lber 30, l999 (11na1.1ditedJ
Cond<Jnser.I Consol.idat"'d St;;itements of C;;i.sh Flows <;if Ttuwp Hotels & C<ilsino R-0sorts Uoldings, I.
foi.: the Nine Months Ende(! Septurnbec 30, 1998 ;;ind 1999 {unaudited)
Notes to condensed consolidated Financial Statements of Trump Hotels & casino Resorts, Inc.,
Trump Hotels & casino Reso1·ts Holdin9s, L.F. and Trump Hotels & casino Resorts
</TADLE>
<PAGE>
AND
Page No.
<PAGF.>
'°
.l:'Af\1' 1 - f.TNl\NCT.AT, lNfORWlt'TON
ASSETS
Dec!:l~tber 31,
September 30,
1990
1999
(unaudited)
CORRENT ASSETS:
Cash and cash equivalents.,, .. ,,.,,.,,,,,,,, ••. , .. ,., $ 114,157
179,611
Receivable!!, net ...... , •......•....••.••.•..........•
Inventories ..•....•..•.........
10, 951
12,804
' 60,159
12,848
Due from <iffiliates, net. . ....•.••• , •••.• , •••• , •. 12, 774
24,230
I? repaid expenses and other. cnr:rent assets.·,., ... , ...• 10, 679
12,942
CURR.f:NT LIASIL1T1£S:
current maturities of long-term debt ................ . 10,504
$ 14,346
STOCKHOLD8RS' -~""::;:~-;,.,
Conunon Stock , 75,000,000 sliares
authorized issu and outstanding ..... 242
242
Accumulated Deficit ........... , ... ,., ..... ,.,.,., ... . {149,444) (2413, '/ 33)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 19913 AND 1999
(un<iudi ted \
Rooms ••••• , •.• , .•• , ••••••• , ••• , ••••••• , • , • , , , • , •• , , , 26, 041 2S, 569 ·10, 930
125,252
----------- ----------- --------
</'l'll.BJA:>
The accompanying notes are an integral part of these condensed consolidated
financial st<1tement:s.
(unaudited)
(ct<1llars in thousandn)
<TABLE>
<CAPTION>
Number of Share.<:
Common Adctit:ion<1l
Class B Stock E'aid in Accumulated 1';r;:ea:>u:::y
,g, -~--------
Balance, Oecembet 31, 19913 .. 24,206, 756 1,000 $242 $'155, 645 $ (149, 444) $(19,535}
'"
$286,90$
~~~~~-~~~~
<PAGE> '
<TABLE>
<CAPT!ON>
1998 199$1
Cumulative effect of change in accounting principle ...... ,_, .•• ,,.,,,,,,,,,., .• 3,565
Issuance of d1;bt in exchange £or acciued interest., ...•. ,, •. , , , . , .• , , •...... _. .5, ti12 6,.41fl
!ntcrest income - Castle PIK Not.:.s ..................................... . (7' 009) (8,930)
Equity in loss of Buffington Harbor, L.L.C ......... , ... , , , ............... . 2,225 2,246
Depreciation and amortization ......•• ,,.,,, .. , ..••. , •.•...• ,,., .. , ..... . 62,657 63,367
Minority interest in net loss ....................•...•....•... , ............... .
(13,434) (55, 189)
Accretion of discounts on mort:gage notee,,, •. , ............. , . , ... , . , .•.........
3,343 3, 736
J\mortization of deferred loan costs ...... ,,., •. ,,.,,,,,., .•..• , •...•..•.....•..
5, 997 5,399
Pcovision for losses on receivables, ••. ,,,,,,,,., ....•.•.
10,510 10, 581
Valuation allowance of CRDA investments and amortization of Indiana
--------
94,929
--------
913,556
-------- --------
CASH FLOWS FROM INVESTING ACTIVITI~S:
t erminatj on. . ....•. , ..... , . . .•.... , ... , . , . , , . . . . . , . , , , . , . , . , . , • , (25, '772) {le, 669l
ProCe!'ds from dt!lpO$ition of property., . , .• , . , . , , ..... , , , . , .... , .•. , . , ..... , . , . 4,502
Investment in Buffin9ton Harbor, L.L.C ............•........•...........•....... (335l
CP.DA Inv(letments.. . . , • , ••.•• , •. , , . , . , . , . , ... .
Itestricted cash ................................... ,.
ilO, 272)
6, 013
" (10,524)
l,52:3
Net cu.sh flows us(ld in investing activities ..... , . , .... , ..... , ........ , •
-------~
<29,943)
--------
(22, 503)
-------- --------
CASH ~LOWS FROM FINANCING ACTIVITIES;
CASH AND C:ASll F.QUIVALENTS AT 9I:GINNING OF PERIOD., ••• , •• , , , , . , . , . , .•••••.•.•••.•• 140,320 114, 757
-------- --------
CASH AND CASH £QUIVALENTS AT END OF PERIOD., ••••. , •••••••••• ,,, •. , •• , •••••••. Slfl7, 59fl
,,."'"'"'"'"'"""' ................
$179,611
CASH INTEREST PA.JD •• , •••••••••• , , , • , ••• , • , ••••••• , •••••••••••••••.••••••••••••••• $104, 710 $106, 136
"'"'"'"'"'""""'' ="'''"""""="'
Supplemental Disclosu:t"e ot Non-Cash Activities:
'
<TABLE>
<CAPTION>
</1'ASL!!:>
LIAlllLITlES AtlO PARTNEl'l:S' CAPITAL
<TABLE:>
<CAPTION>
C(JRRENT LillBJJ,TTTES:
<S> <<.:> <C>
</TABLE>
</TABLE:.
Balance, December 31, 1996 $652, 5D3 $ (220, 524) $~19,535) $412,444
<PAGE>
<'!'ABLE>
<CAPTION>
1998 1999
----------
,., ,,,
~-ff~-----
Net cash flOW$ used in investing a~tivities ..... (29, 943) C22, 503
Net cash flows used in finan-cing activities ............. . (7, 715) (11, 199
CASH ANO CASH EQUIVALENTS AT END OF PERIOD ••••••• ,,.,, ••••• , •• ,.,, •• ,.,, •• , . . . . . . $187,594 $ 179,607
CASH INTEREST E'A!D.,., •••.•••• , ..• , •• , ••.• ,, ••. , •••..••............••.... , .•...•. $104, 710 $ 106, l3f3
</'!'ABLE>
The accompanying notes ate an integtal part of these condensed consolidated
financial statements.
<PAGE>
included in the annual report on Form 10-K for the year ended December 31, 1998
results of operations for the three and nine month periods ended September 30,
1999 are not necessarily indicative o! the operating resuLts for a full year.
THCR and THCR Holdings commenced operations on June 12, 1\195. THCR, THCR
Holdings and Trump Hotels & Casino Rct:ort!l Funding, Inc. ("THCR Funding''I have
Assoc:i.<lte!i ("T:r::i.m1p l'IC"), wl;lj_<;:h owns; Trl,lIIlp Taj Mahal Associates ("Taj
Associates"!, which operates the Trump Marina Hotel Casino ("Trump Marina"J.
THCR, through THCR Holdings and its subsidiaries, is the exclusive vehicle
gaming jurisdictions.
Basic earnings {loss) per share is based on the weighted average number of
shar~s ot THCR common Stock outstanding. Diluted earnings (loss) p~r share are
the same as basic earnings (lossl per share as common stock equival~nts have not
Common Stoel: owned by Trump have no ei;:onomic interest and therefore are not
Reclassifications
<PAG!l:> '
TRUMP HOTELS & CASINO RESORTS, INC.,
TRUMP HOTELS CASINO RESORTS HOLDINGS, L.P.
AND
(unaudited)
<TABLE>
<CAPTION>
(unaudited)
<S> <C> <C>
Total Assets (including THCR Holdings• 15 1/2\ Senior Secured
Notes due 2005 (~the Senior Notes") receivable of
~145,000,000 and accrued interest at December 31,
19')8 and September 30, 1999).,., .• ,.,,,,,, •• ,, •• , .• , •• ,,.. $145,936,000 $151, 555,000
Interest Income fi::om TllCR Holdings., ..... , •. ,. $ 16, 856, 000 $ 16,856,000
</TABLE>
'
(3] Other Astlets
'l'RCR adopted the new standard in the first quaxter of 1999. !lad THCR
adopted the new st.:i.nd.:i.t:d as ot September: JO, l9!lS, the net 10$:> of $23,338,000
for the nine months ended September 30, 1998 would have increased by $1,091,000
tot the effect ot the writc-o(f of nine months c;;pitdli~ed CQsts. 'L'he
corrospondinq earnings per share effect would increase the net loss pet share as
reported of $1.05 by $.05 for the write-off of nine months capitalized costs to
an adjusted :toss per share of $1.10 for tha nl.ne months ended September .'.10,
1998. .
10
The January 13, 1999 aqreem~nt entered into by THCR Holdings with Hilton
Hotels Corporation and Flamingo Kansas City to acquire a riverboat casino
facility and related assets and rights located in Kansas Cl.ty, Missouri eKpired
in accordance wl.th its terms on Au9ust 31, 1999.
{6) All Star Cafe Trans;;ction
All Star Cafe, Inc. ("All Sta:t:") had entered into a twenty-year lease /the
"All Star Cafe tease"J with Taj AS$OCiates fo1· the lease of space at the Trump
Taj Mahal Ca3ino Resort [tht> ~Taj Mahal~) tor an All Star Cafe, The basic rent
1,1nder the All Star. c;<1fe 1.e.;1se W<lo!.> $1,0 milJ.ion pet year, paid in equill monthly
instal:tments. lh addition, All Star was to pay percentage rent in an amount
equal to tha difference, if any, between (i) at of All Star's gross $Ales made
during each c;1;lendar month during the tir$t lea$e year, 9t of All Star's gross
sales made d·;ring each calendar month during the second lease year and 10~ of
All Star's gi:os!.> sales made dui:ing e<1ch calendilr month during the third t.1rough
the twentiet~ lease years, <;1nd !ii) one-twelfth of the annual b~sic rent, The
All Star Cafe opened in March 1997.
Dn Septombnr 15 1 19'19, an agr.,em<'!nt was reached bntwo<'n 'raj Assoc:lat~R, All
Star and Planet Hollywood international, lnc. to tl!rminate the All Star Cafe
Lease effective Septem:be:t: 24, 1999. Upon termination of the All Star Cafe Lea$e,
all improvl!ments, altF.'rati .... ns and .All Star's person<il. property with thr.i
r.ixception of Specialty Trade Fixtures became the property of Taj Associates.
Specialty Trade fixture:;, which included s.igns, emblems, logos, memorabilia and
other m.:itcri<1l with logos of the Offici.Jl All Still'. C<lfe pres.intly displayed at
the premises, could be continued to be U3cd by Ta_1 Associates for ii period or up
to 120 days without charq•'- T.;ij Associ'1tes recorcled the estiinated filir ltlil.~ket
value of these assets in other. revenue based on an independent appraisal in
tha amount a: -517,200,000.
Subsequent to the expiration of the 120 day period, Taj Associates intends
hllp://www.sec.gov/Archivcs.'cdgar/data/943323/0000950130-99-006160.indcx.hcml 09125/2001
SEC EDGAR Suhmissinn 0000950130-99-006160 Page 13 of21
on October 4, 1999, THCR clo!ed Trump World's °Fair. The .estirr1<1tect cost of
c1os1ng Trump WDrld's Fair is $128,375,000 which includes $97,682,000 for the
wr.:ltadown of the assets and $30,693,000 ot: costs incurrelJ and to be incurred in
connection with the closing and demolition of the building.
<PAGE>
THCR is continu1nq its efforts to sell one ot more of its properties with
the intention of reducin9 THCR Holdings' indebtedness. Currently, THCR is ln
discus/lions with potential buyers. There can be no .vJSIJL'an<:e th.Jl <Jny
transaction will be completed.
1'llCR bas decided to extend it.s stock ro,purchase program until the erir:t of
2000 when and to t.he extent permissible.
The indent1,1re gO\'ernlng the Senior Notes (the "Senior Note Indenture") as
well &s indentures oi 't'BCR Holding$' subsJ..dJ..ll.r.ies r0str1ct t.ht'! ability of THCR
HoldingB dnd lts subBidiaries to make distributions to partners or pay
dividends, as the case may be, unless certain financial ratio'> a-r~ achieved.
Further, THCR's future opet·ating results .:ice conditional and could fluctuate,
given the rapidly changing competitive environment.
Capital expenditures fer THCR were $2S,J72,000 and Sl0,669.000 for. the
Year 2000
THCR has <1ssessed the Year 2000 issue <1nd has implement<:'d a plan to ertsure
its systems ;i.re Ye;i.r 2000 co111plidnt. Analysis has been made of THCR's various
Ol1Stonei· l:>Up7ort and intPrnal admir,igtration syst.ftm:'l and appropriate
modification$ ha~·e been made or are underway. Testing the modifications i.s
expected to :::ie completed <:!\Iring 1999. THCR. is approximately 98% complete in
its mo.;iification:'l.
THCR believes thut the issues of concern are predominantly software related
as opposed t'l hordwi.!re rel<'lted. l''urther, THCR relies upon third party suppliers
for support of property, plant and equip!llent, such ll.5 communl.cations eqtiipment.,
el.,vators and fire Bafety systems. Contact hll.s been made with all significant
system suppliers and THCR is at various stages of implementa~ion. When
necessary, contr¢Cts have been issued to update these systems so as to ensl.lre
Year 2000 compliance. The cost of addressing the Year 2000 issue is not
expected to be material a.~ modificationB ar.f! b0i:."in7 lllflctc w.it.h ·~Kisting sys·.0ms
personn"11 and no s,ignit1cant cxpcnd1ture9 for new hard...,are or softw<11r"' are
C)(pccted.
lf 'l'HCR did not assess th<: Yl'.!ar: 2000 issue and provide for its compliance,
THCfl ~xpccts to be fully Year 2000 compliant, it does not feel th11.t a
contingency plan i.s necess<try at this tlme. However, THCR will continually
assess the situation and evaluale wheth!'<r a continqency plan is necessary as th.,;
ffiillennium approaches.
This Year 2000 disclosure constitutes Year 2000 readiness disclosure within
the meaning of the Year 2000 lnfonnation and Reactiness Discl-0sure Act,
Comparison of Three-Month Perl.005 ~:nded September 30, 199A and 1999. The
<TABL8>
<CAP'l'lOl'i>
(dolL:u:s in millions)
----------
Table Grune Revenues ..............•..••. s 31.2 40.8 s 99.
Iner (Deer) over prior period ......... .
Table Grune Drop., .•... , ... ,., ....••.. ,. '$ 3.3
$ 177.7
$
'' (19.3)
283. 2
's
6. 9
{1.6)
$ 20. 4
$ (0' •l)
$134.S
$
$
tlS.
63S,
Iner !Deer} over prior period .•....•..•
Table Win Perccritago ....•...•.........• 17.6
(O.:n $ (4:.. 3.
14.4%
'
42 .5
$ (12 .4)
16.1%
$ 2. l
15.1%
$ {5:..
Iner (Deer) over prior period ..•...•... 1.' pt5. ' (3.9) pts. 0.' pt.s. (0. 6) pts. (l .))
15. 6
pt
Number of Table Games .•. , •..•..•.......
Decrease over prior pllriod ..•.....•..•.
94
17)
149
171
50
flO~ "161
37
"
Slot Revenues . . . . . . . . • . . . . . . . . . . . . . . . . .
lrtcr (Deer) over rrior period ......... .
Slot Handle ..•....•..•..•..•......•...•
'' 73. 1
$923.7
[2" 1)
$
$
89.6
., , l
$1,106.B
' 26 .8
$ (2. 9)
$397.0
' 1.'
$
54. 3
$700. 3
'
$
244"
3.
$3,127.
Iner (Deer) over prior period ......... . {5. 7) 95.2 $ (60. 3) $ 50.J.
Slot Win Percentage •..•..•.. , ..••..• , ..
Iner (Deer) over prior period., •...•...
' 8 .0
(0.2) pts. ' '
(0. l) pts.
8 .1
' 6.7
o. 2 pts. ' LB
(0.3) pt5. ' '
(0.1) pt
79.
1 .a
Number of Slot Machines. 4,186 4, 419 1, 300 2,123 12,02
Iner !Deer) over prior period ..•.•..... (18) 283 (75) (47) 14
Other Gaming ~evenuos . . . . . . . . . , . . . . . . . . s NIA s o.o 6.
Iner (Deer) over prior period ..•......•
Tot,>l Gaming R<:!ven1•e~., .. ,., ...• ,,,.,,.
N/A
$104.9
N/A
$
$
6. 0
0.6
136. 4
NIA
$ 33. '} '
$
(0. IJ)
']~" 3
'$ o.
$ J:>O,
Iner (Oecr) over prior pl'.!riod. $ 1.2 (13.
</'l'll.BLE>
$ (11"61
' ( ~. 5)
' 1. 0 $
Gaming revenues are the primary source of THCR's revenues. The year over year
decrease in gaming revenues was due primarily to a decrease in table game
revenues at the Taj Mahal as a result of a decline in high-end
international Lable IFlmc plt1yers due to e•..:onomic conditions. Taj Associates'
table qame revenues declined $19,252,000 or 32.0% from the comparable period in
1998 aS a result of a decline in both the table game drop of $4~,302,000 or
13.8% and a decline in the table win percentage to 14.4% from 1B.3i in the
comparable period in 1~98. The table win percentage decline resulted in a year
over year reduction in cable game revenues of approximately $11,043,000 of the
~ $19,252,000 decline. T~ble 9<1me~ tevenucs represent the amount retained by THCR
from amounts wagered at tabl~ game$. The table win percentaqe tends to be
fairly const<1ut over the long t.ecm, but J11i.IY v<ii::y significantly in the short
term, due to l.;1r9l' wager& by "high rollers". The Atlantic City industry table
wiu peccentages were 15.5% and 14.9% for the quarters ended $epten\ber 30, 1998
onct 1999, respectively.
13
<PAGE'>
Al.1 Star Cafe, Inc. ("All Star"l had entered into a twenty-year lease with
Taj ~ssociates for the lease of space at the Taj Mahal for an All Star Cafe.
The basic rent under the All Star Cafe Lease was $1.0 million per year, pa~d in
equal monthly installments. In additiQn, All Star was_ to pay percentage rent in
an amount equol to the dif!et'iluce, ;1.f any, between (i) 8% of All Star' :s gross
sales made during each calem;tar utonth during the flrst lease yeur, 9:t of All
Star's gross sales made during each calendar month duting th~ second lease year
and 10% ot All Star's gross sales made during each calendar month during the
third through the twentieth lease years, and (ii) one-twelfth of the annual
on September 15, 1999, an agreement was reached between Taj Associates, All
Star and Planet Hollywood International, Inc. to terminate the All Star Cafe
Lease e!fective September 24, 1999. Vpon termination oC the All Stdi:: Cdfe Leuse,
all improvements, alterations and 11.ll Star's petsouul pro1~erty with th!'
Specialty Trade Fixtures, which included signs, emblems, logos, memorabilia and
other material with logos of the Official All Star Cafe presently displayed at
the premises, <:nlJl.d h"' ""<lntinued t() ba 1lsed by Taj Assoctatas for a period of up
to 120 days without charge. Taj Associates recorded the estimated fair market
Subsequent to the uxpiratiQn of the 120 day period, Taj As$ociates intends
Gam.ing expanses were $210,945,000 for the three months ended September JO,
oOn October: 4, 1999, THCR closed Trump World's Fair. The estim.:ited cost of
cl<ising Trump World's Fair is $126, 375, 000 which includes $97, 602, 000 for the
Comparison of Nine-Month Periods Ended September 30, 199B .and 1999. The
<TAJ!J,1';>
<C:Al''l'ION>
(11) "
(0.7) pts.
148
0.7 pts.
50
(10)
(0.2) pts.
87
15)
{0. 3)
•"
384
(33
Slot Rovcnues ................... .
rn,;-r (P.;>crl over prior pl'!riod •. , ••.•. ,
205.1
(2 .5) :;:
'" '
240 .2
15. '/
81. 5
$
s
148.4
,., 675 .2
"
interoation~l tffihle game players due to economic conditions And last year
results which included an unusual $8 million dollar table garoe win from one
premium player. Taj Associates• table game revenue declined $24,e99,0QQ or
16.7\ from the comparable period in 199S as a result of a decline in both the
l<>ble 9oune drop of $115,633,000 o.c 12.Sl anct a decline in th(! t31)1e win
percentage to 15.8% from 16.5% in the comparable period in 1998. The table win
percentage decline resulted in a year over year reduction in table game revenues
of appro~imately $5,512,000 of the $24,099,000 decline. Table games revenues
r1>:presenr t.he amount retained by Tt-ICR from amounts wagered at table games. The
table win percentage tends to be fairly constant over the long texm, but may
vary significantly in the short term, due to large wagers by "high rollers".
'Ih"' Atlantic City ind11stry tllbl-e win percentages were 15.3 % and 15,4\ for the
nine months ended September 30, 1998 and 1999, respectively.
1\11 Stai:- Cafe, rnc. ("All StaruJ had entered into a twenty~year le<1111e with
Taj Associates for the lea~e of space at the Taj ~ahal for an All Star Cafe.
The basic rent uacte1 t11e All St<1r C.;if.;, Leas.;, was $1.0 million per year, paid in
equal monthly installments. In addition, All Star was to pay percentag!.'! rent in
an arnollnt equal to the difference, if any, between (i) Bt of All Star's gross
sales made during each calendar month during the first lease year, 9% of All
Star's gross sales llk~de during ~ach calendar wonth during the second lease year
and 10% of All Star's groso aal~s made during eAch calendar month during thn
third thr.011gh the twent.ieth lease yeoirs, and (ii) one-twelfth of the annual
basic rent. Th~ All star Cafe opened in March 1997.
On Se-ptember 15, 1999, <1n .agreement w"s i;each<?d b<;>tw1?<:n Ta.j Associ.'.lte,;;, All
Star and Planot Hollywood tnternational, lnc, to termlnate the All Star Cafe
Lease effective September 24, 1~99. Upon termination of the All Star Cafe Lease,
all improvements, alterations and All Star's personal property with the
exception of Specialty trade fixtures became the property of Taj A~sociates.
Specialty 'l'rade Fixturl'!s, which included signs, emblems, logos, memorabilia und
otluor material with logos of th.: Official All Star Cafe presently di5pl<iyed at
the p;rem:i.ses. could bo c·:intinued to be used by Taj Associates for a period of up
to 120 days without charge. Ti!lj Associat!!s record!!d the elltimattd fair market
value of the5e assets in other revenue based on an independent appraisal in the
amount of $17,200,000.
Subsequent to the expiration of the 120 day period, Ta) Associates intends
to continue operating the facility as a theme rest,.ur.int tentatively to be named
Trump City CJ.fC.
G<1111ing expenses were $598,238,000 for the nine monrtrn ended September 30,
1999, ll decreas<'l of $9,663,000 or 1.6% f1·orn S607,901,000 for the comparable
period in 1998. This dec:r11ase is primarily due to lower promotional costs in
1999.
Gen;n:al <J,nd .::1drni11ist.1,ative expenses we::c $209, 212, 00() tor the nine months
ended September: JO, 1999, an inc:reii.se of $8,664,000 or 4.Ji from $200,548,000
f()T. the C<:<mp<1r<1hl'1 pori·;id in 1~\J8. Thi" im;:r.<'ilSP. i<i pr.1m.J.r.ily th<?. resu.J.t of
higher entertainment and insurance costs at the Atlantic City properties and
increases in corporate ctevelopmcnt costs wAicA wore deferroct prior to 1999.
http;f/www.scc.gov/Archivcs/edgar/d11tal913323/0000950130-99~006160·indeichtml 0912512001
SEC EDGAR Submission 0000950130-99-006160 Page 11 of21
on October 4, 1~99, THCR closed Trump World's Fair. The estimated cost ot
closing Trump World's Fair is $123,375,000 which includes $97,682,000 for the
writedoW'n of the assets and $30,693,000 of co:;;ts incui:i:ed and to be incurred in
connection with the closing and demolition of the building.
Non~operating expense includes the $1,334,000 jury settlement awarded on
March 3, 1999 to :c·esidents ot Indiana who had asserted claims to owner-ship o(
7 .5% of the value eif Trump lndia11a.
Seasonality
Thti casino industry in Atlantic City and Indiana is seasonal in nature;
accordingly, the results of operations for the three and nine month periods
ending September JO, 1999 are not necessarily indicative of the operating
The Priv<ite Securities Litigation Refor:-m Act of 1995 provides a ":iafe harbor"
for forward-looking statements SQ long as those st<1tements <1rr identified as
forward-loot.::ing and ar:e accornp<1nied by meaningful cautionary statements
identifying important factor$ that could cause actual results to differ
materially frcm those projected in such statements. rn connection with certain
forwarcl-look.ing .~tate:rnents <;Qnt<J,ined in this Quarterly :Report on Form 10-Q and
those that may be made in the future by or on behalf of the Registrants, the
Registrants note that there are v~riQus f~~tors that could cause actual results
to differ fll.Jterially from thoso set forth in any ~uch forward-looking
statements. The forwi:lrd-looking stat0ments contained in thi~ Qui'ltter:-ly Report
were prepared by management and are qualified by, and subject to, significant
business, economic, competitive, re9ulatory and other uncert~inties and
contingencies, all of which are difficult or impossible to predict and many of
which are beyond the control of the Registrants. Accordingly, there can be no
assurance that the forward-lookin9 statements contained in this Quarterly Report
will be realized or that actual results will not be significantly higher or
lower. The statements have not been audited by, examined by, compiled by or
subjected to agreed-upon procedures by independent accountant:i, and no·third
party has inQ.ependently verifi'ii'd or TP.Vi<lwer.I such st;;i.t;cm.,nts. RoaQo.r" of thi$
Quarterly Report should consider these facts in evaluating the information
contained heroin. In addition, the bus1ness ~nd operations ~! the Reqistrants
are subject to substantial risks which increase the uncertainty inherent in the
torward-lookinq $tatements contained in this Quarterly Report. The inclusinn of
the forward-looking stateme11t11 contained in this Quarterly Report should nnt be
:re9ardeO as a representation by the Registrant or ani' other person that the
forward-looking statements contained in the Quarterly Report will be achieved.
In light of the foregoing, re?d~r~ of thi~ Quarterly Report are cautioned not to
pl~ce undue reliance on the forward-looking ztatemcnts contained herein.
<PAGE>
Management ha.s reviewed the disclosure requireMent;; tor Itt>m 3 and, balled upon
~'unding and THCR Holdings' currant i::apitill structura, scope of
TlfCR, 'rHCR.
oparations and financial statem~nt structure, management believes that such
disclosure is not warr<i.nteO <it thi$ time. Since condition.;i may changl;!, THCR,
THCR F'unding and THCR Holdings will periodically rev:i.ew the1r compliance with
this di$closuro rf!quiremont to the extant appli_cable.
Gon0ral. TllCR ;;inri C"J;tilin of iti; <!mplQY""s h;,>vo been involved in v<1rio1;s
l~qal procf!edings. Such persons are vigorously dofending the allegations aga;nst
them and intend to contest vigorously any !uture proceedings. rn general, THCR
has agreed ro indemnify 3Uch persons against any anct all losses, claims,
damages, expenses lincludin9 reasonable costs, disbursements and counsel t'ees)
an.tJ liabilities (including amounts pa:i.d or incurred in S'1tisfaction of
settlements, judgments, fines and penalties) incurred by them in said legal
proi.:eedings.
steiner Action. on or ~bout July 30, 1999, Wil.liam K. steiner, a
stockholder of Tl!CR, filed a derivative action in the Court o! <:hancei;-y in
Delaware (Civil Action No. 17336NC) against each member of the Soard of
Dirut;:tors of THCR. Thu plaintif:f "laimc; thdt th<; diri;ctor;; bi;;e.;ir;:hed their
!iduciJ.ry dut)>::$ by approving ccrtJ.in lodn~ from THCR to Trurnp. The complaint
seek:;; to rescind the loans, >1nd illso &e~ks an order req1)j rin9 the defendant& to
account to 'l'HCR for losses and dam.aqes i!.lleqedly remilring from the loanJJ. The
defendants beliave that the suit is without merit an:i on October 1, 1999,
~ defendants moved to dismiss the complaint. The parties have not yet established
a briefing schedule with respect to the motions.
Various other legal procee<lings are now pendinq against THCR. Except as set
forth herein and in TllCR's Annu<:il Report on Fo.nn J.0-11' for the year ended
December 31, 1998, THCR consid~ts all such proceedings to be ordinary litigation
incident to the char.;i.cter of ito bu<>·ineos and not material to its business or
financial condition. THCR believes that the resolution of these claims, to the
extE!nt not covered by insurance, will not, individually or in the aggregate,
have a materi;:il adversB ettect on its financial condition or results of
operation.',! o:r THCR.
For Withheld
<C>
"' Donald J. Trump •.•.
'"·11:i, 15'7
33, 914, 9&0
Nicholas L. Ribis .. 34, 129,283 500, 834
Wallace n. Askins •• 34 I 19J, 801 436,316
Don M. Thomas ..... . 34, 191, 811 438, 306
Peter M. Ryan.,. 34,194,386 ~35, 731
</TABLE>
All 1,000 Shares of Class B COl'llJllOJ'l Stock ware voted in fµvor Of Proposal 1.
16
<l?AGE>
None.
<TABLE>
<CAPTION>
(1) Filed only with the Quarterly ~eport on Form 10-Q of THCR for the
quarter ended September JO, 199S.
(2) Filed only w1th the Quarterly Report on Form 10-Q of THCR Holdings
and THCR Funding for the quarter ended S'1ptember 30, 1999.
17
<PAGE>
SIGNATURES
Pursuant to the :i:equir~ments of. the Se..::u:i:·ities Exchanqc Act of 1934, a& ilmended,
the 1:e9i::.trant ha1;1 duly caused thi"' rerort l.:i be signed on its behalf by the
undersigned thereunto duly authorized.
<!?AGE>
SIGNATURES
<PAGE> "
SIGNATURES
Purm~i.lnt 1:;t) th"' req1,1i:rements of the Sec\.lrit~es f:xchange Ai;,;t Qf 1914, as amended,
tho registr,,nt ha.s duly caused this report to bl! signed on its behalf by the
llndersigned the::eunto dul_y authorized.
20
</TEXT>
</DOCUMf~M'l'>
<DOCUMENT>
<TYPE>EX-27 .1
<S£QUENCE>2
<T'EX1'>
<PAGE>
<ARTICLE> 5
<CIK> 0000943322
<MULTIPLIER> 1,000
,., <C>
<PERIOD-TYE?E> 9-MOS
<PERIOD-START> JAN-01-1999
<PERIOD-END:> SEP-30-1999
<SECURITIES> 0
<RECEIVABLES> 82,906
<PPliE> 2,27£1,181
<PREFERRED-MANDATORY> 0
<PREFERRED> 0
<COMMON> 0
<OTHER-SE> 255,911
<SALF.S> 1,0S0,234
<TOTAL-RF.VENUES> 1,205,756
<CGS> 0
<TOTAL-COSTS> 664,590<E'l>
<OTHER-EXPENSES> 400,904<F2>
<LOSS-PROVISION> 10,581
<INCCME-PRETA.X> (lS0,913)
<INCOME-TAX> 0
<INCOME-CONTINUING> (150,913~
<DISCOl.ft!NUEO> 0
<EXTRAORDitlARl> 0
<£.PS-BASIC> 0
<£PS-DILUTED> 0
<.F'N>
<F"l>Includes gamin9, lodging, tood " Pev1'rilge and other
</FN>
~./TABLE>
</TEXT>
</DOCUMENT>
<OOCUMEUT>
<TYPE>EX-27, 2
<SBQUBNCF.>3
<TEXT>
<PAGE>
<ARTICLE> 5
<CTK> 000094J_J~-3
<C>
'"'
<P'ERIOO··TYPE>
<~!SCAL-YE'.AR-END>
9-MOS
DEC-31-1999
<?LRIOD-START> .;JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECORJTJES> 0
<R£CEIVAiJJ,~:S> 6,555
<ALLOWANCV:S> 0
<INVENTORY> 0
<CtJitREN'l'•ASSETS> 6,555
<PP&E> 0
<DEPREClJ\TlON> 0
<TOTAL-ASSETS> 151, ~SS
<CtJRRENT-LlABILITIES> 6,555
<l'IONDS> 145,000
<FREFER.?EO-MANDATORY> 0
<PR£FERFlED> 0
<COMMON> 0
<OTHER-SE> 0
<TOTAL- r, Tl\.E r I.l'J"f-AtlD- EQUITY> 151,555
<SALES> 0
<TOTAL- RE VENO£ S> 16, 856
<CGS> 0
<TOTAL-COSTS> 0-<Fl>
<OTHER-EX!?ENSES> O<F2>
<LOSS-PROVISION> 0
<!NTEREST-EXPENSE> 16,856
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTlNU!i:O> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET- INCOME> 0
<EPS-DASIC> 0
-<EPS-OILUTED> 0
"'"
<l?'l>Includes gaming, lcd9inq, food
<!!'(.>Includes
beveragP. and other
&
gerieral & adroinist:i:;i.tion and depreciiltion & amo-rtization
</FN>
</TAELE>
<./'J'EXT>
</DOCUMENT>
</SEC-OOCIJMENT>
Business Wire
llEADLfNE: Trurnp Hotels & Casino Resorts Second Quarter EBITDA Increased to $73.2 l\1illion vs. $64.6 !vfil\ion in
1998
July 12, 1999--Trump Hotels & Casino Reso1ts, Inc. (NYSE: DJT) a1mounced today that for the second quarter ended
June 30, 1991), consolidated net revenues were $361.5 n1il11011, compared to $344.J nulli\ln reported for the same pedod
in 1998 (+5'10). THCR's EBITDA (earnings befOre interest, taxes, depreciation, amortization and corporate expenses)
for the quarter was $732 million versus $64.6 million reported in the prior year's second quarter ( t l 3.4°Ai). l'he net loss
\Vas reduced to $6.5 million or $0.29 per share, compared to a net loss of$11.0 million, or $0.49 per share in t11c 1998
quarter. (~omn1ented Cha1m1an Donald J, 'l'rump: "The company not only improved all of its operating rem11ts and its
operating margins, but its cash position improved dramarically. The company wtll continue to accumulate additional
cash reserves for the reduction of its outstonding debt over rhe next 12 to 18 months." "I am extremely pleased v.1th the
operating results at all of out properties for the quarter,'' continued Nicholas L. Ribis, President and Chief Executive
Officer. "Our increase in BB ITDA and related operating margins reflect the strength of the company and the success of
our stringent cost conttol efforts coupled with management initiatives, \Vhich continue to focus on attracting nc\v patrons
while maintaining existing customer relationships." In the second quarter operating margin~ improved at all properties:
Taj Mahal 21.6o/o to 22.8'Yo; Trump l'laza 18J'X, to 19.2%; Trump Marina 16.8~/o to 18.2°/a and Tiump Indiana 12.6% to
16.7!}{). "The properties continue to operate at levels which \.Ve expect will help the Company meet or e'l'.cccd iti; 1999
operating prefit targets, while at the same time allo\ving us to focus on other corporate initiatives currently undE'.n.vay
\Vhich we anticipate will positively impact the con1pany's profitability," Ribis continued.
Ttump TaJ Mahal i\ssoc1ates repe>rted net revenues of$144.7 million and EBITDA of$33.0 million for the 1999 second
quarter e.nded June 30. Net revetnies for the 1998 second quarter \Vere $139.1 million and EBITDA 'vas $30.0 million.
Tn1mp Plaza Associates reported net revenue~ of$104. 3 million and EBTTDA of S20. l mil\iott for the 1999 second
quarter rndrd June 30. Net revenues for the 1998 secottd quarter \vere $102.4 million ilnd EBlTD1\ v."1s $18.7 nlilhon.
Trump !I.farina reported net revenues of $75.7 nlillion and EBTTDA of$13.8 million for the 1999 second quarter ended
June 30. Ket revenues for the 1998 second quarter \Vere 567.0 million and EBITDA \vas $11.3 million. Trurnp lndiana
reported net revenues of$36.7 million and EBITDA of$6. l million for the 1999 second quarter ended Jone 30. Ket
revenues for ;he 1998 second quarter '~·ere $35.9 n1illion and l:iBrroA was $4.5 million, "A ne\v 1,500-car garage \i..ill
be under construction shortly \Vhich will add to the property's first-class accommodations already fonnd in our 300 ronm
hotel and which v"ill continue to dra\v guests to the property and continue its dynamic grov.1:h," added Rib is. Trump
Atlantic City Associates reported con1bined net revenues ofTn1mp Plaza and Trump Taj Mahal for the 1999 second
quarter of$249.0 nullion versus $241.4 million for t11e 1998 second quarter. EBITDA 1vas 553.3 million compared to
EBJTOA of $48.8 million for the ~me penod of l 998. "Atlantic City has again proved itself to be a prentier
ent~rtainment destination -- with positive ycar·ovc1 -yl·ar total win cornparisons highlighted nlOst recently by the largest
month of June and June year-to·date casino win in the history of the City·· yet the city stlll has not achieved its full
r•1tcntial. A'l A.tlantic City's leading operator. \VC naturally benefit from the sui::ce~s of this umrket and AtlantiG City's
even brighter future certainly bodes \Veil for our company," said Rib1s. THCR's Atlantic City properties were recently
granted four-year license rene,,vals (the niaxin1utn allo\vable) by unanin1ous vote of the Casino Control Connni.ssion.
"We are pleased that the Comn1ission recently granted our four-year relicensure," said Ribis. "We certainly appreciate
the faith that the regulators have expressed in the financial st<ibility of thr:: ~on1pa11y, both today and going forward~''
"The operating results for this quarter continue to validate v.'hat I have been saying all along -- that this Company is
n1uch stronger and achieving much greater operating res111ts in 1999 than 1t did v.1hen tile stock v.-as trading at $35 in
Page 5
Business Wire, July 12, 1999
1996," concJ1.1ded Trump. Trump Hotels & Casino Resorts, Inc. ov.ns and operates Tnunp Plaza Hotel & Casino,
Trump Taj Mahal Casino Resort and Tnunp >:larina Hotel Casino in Atlantic City, NJ, as \VCll as Trump Indiana, the
riverboat casino at Buffinglon llarbor, Indiana on Lake Michigan. It is the exclusive vehicle through which Trump will
engage in new gaming activities in both e1nerging and established gaming jurisdictions in both the United States and
abroad.
Operations
(lJnaudited)
3 MONTHS
3Qw)Unw99 30-Jun-98
REVRNlJES
CASINO s 330.438 $ 315,440
ROOMS 24,121 23,613
FOOD & BEVERAGE 36,858 35,845
OTHER 11,291 10,751
PROMOTIONAL ALLOWANCES -41,256 -41,)))
(U11audited)
J MOI\'THS
30.Jun.99 JQ.JunM98
RE\'ENUES
CASINO $ 131,855 $ 125,923
REVENlJES
CASINO $ 93,898 $ 92,972
Page 7
Business Wire, July 12, 1999
RE\1 E:'\JUES
CASINO $ 69,214 s 61,287
No. of Slots 2,133 2,163
\Vin per Slol/Day $ 252 $ 232
Slot Win $ 48,821 $ 45,627
No. ofTables 85 91
\\fin per Table/Di.iy $ 2,528 $ 1,827
Table Win $ 19,552 $ 15,131
rable Drop $ 126,040 $ 100,776
Hold o/n 15.5o/o 15.0%
REVENUES
CASIN<J $ 35,471 $ 35,258
ROOMS $ 611
No. of Rooms Sold 10,781
Avg Roon1 Rates $ 56
Occupancy% 40.3~~
REVENLTES
CASINO $ 225,753 $ 218,895
ROOMS 19,577 19,709
FOOU & BEVER-1\.GE 27,140 27.355
OTHER 7,930 7,655
PROMOTIO>JALALLOWANCES -31,358 -32,176
INTEREST EXPEI\SE
PLAZA $ 11,748 $ 11,912
TAJ 23,425 23,549
TRUMP ATLANTIC CITY 3.168 3,279
THCR HOLDfNGS 6,028 6,033
MARJNA 10,317 10,156
INDIANA 690 738
TOTAL INTEREST EXPENSE $ 55,376 $ 55,667
I per share, exceeding First Call estirr1ates of 54 cents per share. (See id.) The Earnings Release
I did not purport to provide any information regarding the components of the Company's net
I
(00103.)
I Con1pany-\vide basis increased from 22. 76 percent for the third quarter 1998 to 23.16 percent for
the third quarter 1999. 2 (00108-00112.) Similarly, on a Company-wide basis, marketing costs
I ~"- r
(as represented by "promotional allowances") decreased from $47.685 million in the third
,/
I quarter 1998 to $47.136 million in the third quarter 1999. (Sec isLl Finally, even excluding the
..,....-
All Star Gain, non-gaming revenue on a Company-\\'ide basis increased from $80.9 million in
I ,/
the third quarter 1998 to $82. 7 million in the third quarter 1999. (See jgJ
I The Earnings Release did not state that each goal was achieved at each of its
I variOus properties, nor did it purport to quantify the Company's success in achieving these goals.
• , ,
W1th this tn mind
lbH6).1b){7HCl
statement that the Company achieved success in implementing
I
Calculated i.lS follows; THCR's third quarter net revenues (minus the $17.2 million All Star Gain) \Vere
I $385.9 million; the Company's EBITDA for that period (again, minus the All Star Gain) was $89.4 million;
or 23 16 percent of revenue. By comparison, the Company's total net revenues in the third quarter 1998
we" S39{\1Jlion, and hs EBITDA forihat pedod was $90 S million, or 22 rercent of revenue
I 7 1 -14
I
"""""--'"' _,
'" '
'
I
793908.S
those goals is fair and accurate even when viewed on a property-by-property basis. In this
I regard, even without the All Star Gain, non-gaming revenue at the ·raj increased from $32.1 ~
million in the third quarter 1998 to $32..r;;;;;;ion in the third quarter 1999; it increased at the
I Plaza from $28.8 million to $29. 1 million; and it increased at Indiana from $0.8 million to $2.5
I million. Only at the Trump Marina was there a decrease in non-gaming revenue. (See i4)
I Similarly, although operating margin would not have increased at the Taj without
the All Star Gain. operating margin did increase at the Plaza from 21.3o/o for the third quarter
I 1998 to 26.5% for the third quarter 1999; it increased at the Marina from 18.7% to 23.5%; and it
14.3~'0.
I increased at Indiana from 12,4% to Finally, \Vhile marketing costs increased at the Taj
Mahal and Indiana from the third quarter 1998.to the third quarter 1999, they decreased at the
I Plaza from $17.8 million to $17 million, and at the Marina from $1.7 million to $0.6 million.
I
(See id,)
(b)(6) (b){J)'C) h
G. l · ' ~f Arthur Andersen Comments On The Draft Press Release. But
I Opines Only That The All Star Gain Be Disclosed Jn The Comp~nY.~.i?.J)pcoming 1O~O.
I
All Star Cafe gain, and asswncd that, consistent vi.it previously-expressed
disinclination to announce the All Star transaction in advance of the 1O·Q, and cortsistent with
I the desire to streamline the Company's earnings releases generally, THCR officials in New York
I
I
' ' ' l(b)l6),lb)17)1C)
had made the decision not to include the All Star transaction,__ _ _ _ _..JTr. at 46,)
I ·t5·
I
•
. . ...
TAJ MAHAL
3MOS 3 MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 40.8 60.1 124.4 149.3
SLOTS 89.6 82.5 240.2 224.5
POKER, KENO, RACE 6.0 5.5 16.5 14.6
------ ------
136.4 148.0
------ -----
GAMING REVENUES 381.1 388.4
NON-GAMING
ROOMS 11.1 11.4 29.0 31.6
FOOD & BEVERAGE 15.2 15.0 41.0 41.9
OTHER 23.4 5.7 33.4 15.4
- ---- ------ w------ - ---
NON-GAMING 49.6 32.1 103.4 88.9
TRUMP PLAZA
3MOS 3MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 31.2 27.9 76.0 76.3
SLOTS 73.7 75.8 205.1 207.6
POKER,KE~O.RACE
------
104.9
-- ~----- ------
GAMING REVENUES 103.7 281.1 283.9
NON-GAMING
ROOMS 11.4 10.4 28.7 26.9
FOOO & BEVERAGE 14.0 15.0 39.6 41.2
OTHER 3.7 3.4 9.2 8.9
---··~··~- -~---- ----77.5- --
NON-GAMING 29.1 28.8 n.o
PROMOTIONAL ALLOW (17.0) (17.8) (46.5) (47.8)
------ ------ ------ ~------
" ,•.;" •
<,
(
MARINA
3MOS 3MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 20.4 20.8 55.4 53.6
SLOTS 54.3 52.5 148.4 142.9
POKER,KENO,RACE 0.6 1.0 1.7 1.8
------ ------ ------ ------
GAMING RE•/ENUES 75.3 74.3 205.5 198.4
NON-GAMING
ROOMS 5.0 5.0 12.3 12.5
FOOD &. BEVERAGE 10.2 10.5 26.4 26.0
OTHER 3.4 3.7 8.1 8.3
---~-- ------ ------ ------
NON-GAMING 18.7 19.2 4.6.7 46.8
()11110
,.
·.
( IN DIANA
3MOS 3MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 6.9 8.5 23.3 25.7
SLOTS 26.8 29.7 81.5 75.6
POKER, KENO, RACE
GAMING REVENUES
~------
33.6
------
38.2
------ - ----
104.8 101.3
NON-GAMING
ROOMS 1.1 2.2
FOOD & BEVERAGE 1.0 0.4 2.6 1.3
OTHER 0.4 0.3 1. 1 0.9
------ ------ ------ ------
NON-GAMING 2.5 0.8 5.9 2.2
Difference/
Non-gaming revenues
Page 14
FOCUS ._ 14 OF 62 STORIES
BODY:
Mandalay Resort Group (NYSE: MBG) today announced its result.s for the second
quarter ended July 31, l99g. For the quarter, the company reported earnings per
share on an operating basis of $.29 against $.27 in the same quarter last year.
The quarter included write-offs of $4.3 million for preopening expenses for the
company 1 s joint venture casino project in Det::oit, slated for a fall debut, and
its timeshare project in Las Vegas, which reduced per-share earnings to $.26.
Among the ~ompany's strongest performers in the quarter were the Gold Strike
in Tunica, which turned in a record $9.6 million in operating cash flow (versus
$7.9 million) and the Grand Victoria (SO\ o~~ed by Mandalay) in Elgin, Illinois,
which posted $23.2 million against $19.4 million in the second quarter a year
ago. The recent legislation in Illinois permitting dockside gaming has been a
positiv~ force for casino revenues at the Grand Victoria.
For the first half of this fiscal year, the company has
produced approximately $200 million in operating cash flow, a record pace set to
'•
Page 15
PR Ne\\'S\vire, August 24, 1999 FOCUS
rise i.;ith the ir:.troduction {lf its temporary caeino ..in Detroit as early as
the current quarter.
PR Ne\1·s\l'ire
HEADLINE: The Sands Regent Announces Iinproved Fiscal 1999 Second Quarter Earnings
BODY;
The Sands Regent (Nasdaq: SNDSC) tod:ly announced results for the fiscal 1999 second quarter ended December
31, 1998.
The Cornpany reported a net Joss of$6J 9,000, or S. 14 per sha~e for the second quarter, 1vhich is an improvemf!nt over
the prior year second quarter loss of SJ .3 million, or $.28 per share. Net operating income also improved from a Joss of
SI .4 million in the se~orid quarter of fiscal !99S to a net loss of $315,000 in the second quarter of rhe current fiscal year.
Rel-'enues for the second q11arter of fiscal 1999 1vere SI 3.2 million, as compared to S 13.5 ml!Jion for same quarter of the
prior fiscal year.
Iniprovements in net earnings and income from opetatio;is are a:cdbuiabfe to both the Sands Regency and the Copa
Casino, whkh was sotd by the Company on December 23, I 998. The Sands Regency reduced its net loss from
$810,0DO in the st:cond quartet of fiscal 1998 toS659,000 in the second quaneroffiscal 1999. The Copa Casino
improved its resul:s from a $445,000 net Joss in the prior years' second quarter to a net profit of$40,000 for the same
period of the current year. Earnings improvements at the Sands Regency are directly attributed to improved methods of
operations a~::! increased efficiences,
Ferenc B. S;:o;iy, President and CEO of The Sands Regent comn'.ented, "\Ve ari!' pleased \l'ith our improved operating:
results at the Sands Regency, panicularly during this quarter which has traditionally been a very soft quarter in the Reno
markeL \Ve believe that our efforts to improve the way \\'C operate are paying off. T!irough effective cost controls \l'C
have improved operating margins on slightly Jo;ver revenues.
~vle anticipate that the remainder of l 999 \Vil Ibe a challenging year \Vi th further pressures on our revenues. This is
the one year out of three in "'hi ch Reno \vi!J not be hosting a major long-tenn bovoling event that has been very strong
for our Reno property. Furtherznore, there are several :ie\v mega-resorts opening in Las Vegas in next 11velve months.
Some ofour visitors wi!J likely take fe\ver trips to Reno this year in order to experience these 'must·see' fil.cilities.
~Nonetheless, \Ve remain optimistic about our future. We are continuing lo improve ouroperaclng practices and
implement further cosr controls. Additionally, we are pursuing aggressive promotional strategies to attract both local
patrons and n~\v visitors from Northern California, a prime target market for Reno, This promotional campaign
includes significa.1t rad lo and print advertising as \l'ell as tailored value-added packages \\'hich re\':ard guests for .staying
and gaming 1vi1h us.
"As previously announced, \Ve recently sold our Mississippi operation, the Copa Casino, for $8.S tnlllion. We are
pleased that this sale has resulted in the successfi.t! settlement of costly and protracted litigallon. It also allows us to
concentrate our efforts on our Reno propcny and on exploring other opponunltles: 10 enhat1ce shareholder value. Jn
addition to improving our balance sheet, terms of the Copa sale wH! yield The Sands Regent a cash flo\v of
appro.'>imate/y S750,000 in this year and $S00,000 per year thereafter, until the full purchase price of$8.S million has
been receiYed.
The Sands Regent O\~·n3 and operates the Sands Regency Hotel and Casino in dO\Vnto\vn Reno, Nevada The Sands
Regency i5 a 1,000 room hotel and casino with 27 ,000 sqllare feet of gaming space offering table games, keno and slot
machines. In addition 10 complet~ amenities and on-site brand,name resiaurants, the Compan)"s property also includes
a 12,000 square foot convention and meeting center \1·hich seats close to 1000 people.
Statements con1a·ined in thi:; re!easi, 'rl'hich are not historical facts, are "furv;a~d-looking" statements as contemplated
by the Private Securities Litigation Reform Act of 1995. Such fonvard-looking staien1ents are subject to risks and
tJncert~inties, \vhich could cause actui'll res:Jlts to differ materially fron1 those projected or implied in the fO!"\'iard·
looking statements.
THE SANDS REGE~T
FINANCIAL HIGHLIGHTS
(In thousands el\cepl per share data)
Comparative Property
Financial Highlights
Revenues
LANGUAGE: ENGLISH
Page 3
BODY'
Mirage Resol'."ts (N'YSE: MIR) an:i.o·.inced today fil'st quarter earnings of $0.28
per share before charges associated with preopening and related promotional
costs, an increase of 27% over t:-.e $0. 22 per share earned before an
extraordinary loss in the prior·year period. Total revenues rose 12i, while
operating cash flow (EEDIT) inc~eased 70~.
The growth in revenues and operating profit was attributable primarily to the
company's aellagio resort, which opened on October 15, 1998 and generated $282
million of total revenues in the first quarte::t. Mirage Resorts believes this to
be the highest quarterly revenues of any casino in ~evada history. Its
non-c~sino revenues in the quarter of $145 million are thought to be the highest
such revenues of any resort in hi:;;tory. The company's Beau Rivage resort on the
Mississippi Gulf Coast also opened successfully on March 16, 1999 and
contributed to the increase in revenues for the quarter.
expense (O .11)
Extraordinary loss on early retirement
Of debt (0. 02)
Cumulative effect (to January l, 1999)
of ch<1.nge in method of accocnting
for preopening costs (0'16)
Net income per share $0' (11 $0. 20
LANGUAGE; ENGLISH
Page 3
BODY:
April 29, 1999~-Park ?lace Entertainment Corp. (NYSE:PPE) repo~:ed net inco:ne
and diJ.uted earnings per share before pre-opening ch.:;,rges of $ 49 million and $
0.16 for the fir!lt. quarter ended !-:arch 31, 1999, compared with pro forma net
income of $ 43 million and dilutEH:l earnings per share of $ O.14 fo:: the first
quarter of 1998.
The 1999 incre~se was driven by strong operating performance :_n_ the Western
and Mid~South regions. In the Western region, EBITDA increased 28 percent and 59
percent at the Flarr.ingo Hilton r~as Vega$ and the Las Vegas Hilto1~. respectively.
Western Region
p:::err.ier location, brand name and successful penetratior. of the marke;: segment it
targets.
the Las Vegas Hilton reported E8XTDA of $ 2'? f"lilli.on i:i the first quarter of
199~, compared with last year's$ 17 million. continued success in marketing
thro"J.gh international and dcmestic~sales networks increased table ga-:ne d::o'p by
15 percent over l<i.st ye<lr:. A 7- percentage-point incre<J.se in hold levels also
contributed to the improve:nent in the quarter.
Dally's Las Vegas reported EBXTDA of $ 14 million for the first quarter of
1999, roughly flat with last year's$ 25 nillion a~ higher slot ha~dle offset an
increase in operating expenses,
NLas Vegas is a deep ma::-ket that has pro\'en its resilience over the years,
and we expect i.t to grow with the recent supply additions ov·e:c the next 12~18
months," said Goldberg.
Eastern Region
Bally's Park Place reported EB1TDA of $ 33 million for the first quarter
1999, down from $ 37 million in the p:r;io::: year. The lower EBITDA reflects a
lower hold percentage and hig:i.er marketing costs.
The Atlantic City Hilton generated $ 6 million in ~BITDA for ~~e first
quarter, up from$ 4 million in the first quarter 1998, This property continues
to focus en providing an upzcale experience and att::::acting a higher-end customer
base,
Mid-South Region
Grand Gulfport reported $ 10 million in EBITDA for the first quarter 1999,
in line with last year's results, Construct.ion on the COO·room Oasis Hotel
addition at Gulfport remains on budget and ~hould open later in the summer.
!nternational
Page 5
Business \\'ire, April 28, 1999
corporate Items
On Dec. 31, 1~96, Park Place Entertainme~t was c=eated through the tax-free
distribution of Hilton Hotelt; Corp. •s ganing division to its shareholders and
the subsequent merger with the Mississippi operations of Grand Casinos Inc.
The financial information for the 1998 period is presented on a pro forma
basis as if the Dec. 31, 1998, distribution by Hilton and subseC!\tent merger with
the Grand Properties had occurred on Jan. 1, 1998. The company believes the pro
forma information is a more meaningful presentation than the historical results
for comparative reasons.
and their intended results, a:'ld similar statemen::s concerr.ing anticipated ft:tut:e
events <ind expectations th.;i.t "'re not historical facts. Th<..a forwa.rd-loolr,ing
statements in th1s iv;':ws ~elease arE! subject to numerouz risks and uncertair.ties,
whii;::h could ca\.!se actual res;..ilts to dif'!'.er materially from those expressed in
or implied by the statements herein. Additional information concerning pot>!<ntia.l
factors that could <i.ffect the company's future financial results is includej in
the conpany's Annual Report on Fo~m 1o~K for the yea~ ended Dec. 31, 1999. -o-
Pre-opening expense 3
Corporate expense 8 8
Operating income
ll' 108
accounting change 47 43
Net income $ 45 $ 43
Diluted
$ 0.15 $ 0.14
EBITDA(a)
(Dollars in millions)
Marc~ 31,
1999 1998
WESTER.N R:EGION'
Flamingo Las Vegas $ 32 $ 2S
Bally's Las Vegas 24 25
Las Vegas Hilton 27 17
Other
"'
95
13
so
EJ\ST:;:RN REGIOK
Eally's Park Place 33 )7
Atlantic City Hilton 6
39 '
41
MID-SOUTH REGION
Grand Biloxi io 18
Grand Tunica 13 11
G:::-and Gulfport 10 10
Other 11 9
Regional Overhead (2) (7)
52 '1
INTERNATIONAL
U=uguay and Australia 15 22
March 31,
1999 1999
WESTERN REGlON
Average Daily Rate
Occupancy Percentage
$ 82
88'
$
,,,
79
SAST:SRN REGION
Page 8
Business \Vire, April 28, 1999
MID·SOUTH REGION
Average Daily Rate $ 60 $ SB
Occupancy Per~entage 94% 90'o
INTERNATIONAL
Average Daily Rate 112 $ 111
occupancy Percentage
Today's News On '.t:he Net Busin~ss ~ire's full file on the !ntetne~
URL: http!//www.businesswire.co:n
LANGUAGE: ENGLlSH
,,
"'
PR Ne\\·swire
Chuck Scharer, president and chief executive officer ofHar1'eys Casino Resorts announced today that for 1he first
fiscal quarter ended February 28, 1999, the company posted net incorne, e>.cluding merger related costs and non·
recurring items, of S1.9 million, on net revenues of $7j.6 million, ;i. ne\I' first quarter re card, compared to net income of
Sl.5 million on net revenues of$68.8 million for the same period a year ago. In additi0'1, the company achieved a firs1
quarter record EBITDA (operating income, excluding non-recurring ite1ns, plus depreciation and amortization) ofSl4.7
million compared to last year's S11.9 million fot a 23.9~/Q Increase.
The first quarter res1t!ts for 1999 have been adjusted to exclude the con1bined erfects, r.et ofrax, ofS13.8 million of
merger related costs ;ind non-re,.un ing items and SS69,000 for the lo;s on the early reiirement of debt
Ir.eluding the e (ft:cts of these 1ne1ger related costs and non-recurring items, net of tax, the comp an}' posted a first
quarter net !oss of$12.7 million.
"The results for our fir:;t quarter of 1999 are very satisfying," said Scharer. "On Febn.iary 2, 1999 \Ve \Vere elated to
announce the cOmiJlerion of the merger bet\veen Harveys Casino Resorts and an affiliate of Colony Capita!, Inc. In
completing this merger, the company amended its bank facility and bond ind~nture and in so doing incurred costs that
must be reflected in our operating results for this quarter. If we exclude these costs, the company once again achieved
record quarterly re~ults," Scharer added
founded in 1944, Harveys Casino Resorts operates Harveys Resort Hotel/Casino, a AAA Four-Diamond full-service
te$Ort at Lake Tahoe, Nevad01; Harveys Wagon Wheel Hotel/Casino in Central City, Colorado; and Harveys Casino
Hotel in Council Bluffs, Iowa.
Han·eys Casino Resorts press releases 3re available through Company News On·Call by fax, 800-758-5804,
extension 349787, or at http://v.·wv..,pmewswire.com/(HVY).
(unaudited)
2128/99 2128/98
(dollars in thousands)
EBITDA (a)
LANGUAGE: ENGLISH
LOAD-DATE: April 16, 1999
Copyright 1999 PR News\Yire t~~sociation, Inc.
PR Newsvvire
Correction Appended
HEADLfNE: Hollywood Park Reports Record 15! Quarter Revenue and Earnings;
Highligh1~:;
Earning$ befvre interest, taxes, depreciation, amortization and non· recurring expenses increased to S35.9 million
"I;
frvm S8.7 million in the fiistq:iarterof 1998. *Revenues for J999's !st quarter were 5172 million, an increase of 120G/~
o~·erthe 199S quarter.• Earn:ngs Per Share increased to S0.16 in 1999's first quarter from a loss of(SO.OS) in the 1998
quarter. " Churchill Downs signed a definitive agreement on M11y 5, 1999 to acquire th!' Holl}wood Park race track for
S140 million in cash, \l'ith rhe closing expected in the third quarter of 1999.
HolI)lll'OOd Park, Inc. (NYSE'.'. HPK) today reported higher earnings before inMrest, taxes, depreciation, umortization
ar1d non·recurring expenses ("EBITDA "), revenues, and nee income (or the first quarter of fiscal year 1999, ended
Jl.1arch 31, 1999 compJred to the same period in 1998. These improved results reflect the acquisition or Casino Magic
Corp. o:i. Ocrober 15, 1998 (recorded under the purchase method of accounting), ,rhtch sho.,.,.·ed ~ignificant
impr::ivenients in revenue and EBITDA over its first quarter 1998 results. In addition, each ofHoll)"\l'OOd Park's other
casino and card club proptrt;~, posted improvements over th1>ir prior year EBITDA perfonnance.
For the first quarter, EBITDA for all operation5 'vas S35.9 milliort, compared to S8.7 million for the first quarter of
1998. Revera1es for the firsi t;uarter were S172 mi!lion, an increase of l20o/a. Net income increa5ed in the quarter to
S4. t million compared lo a loss in l998's first quarter of(Sl .2) million. Hollywood Park earned S0.16 per basic and
diluted share in the 1999 quarter over a loss of(S0.05) per basic and diluted share in 1998's first quarter,
The strong performances at the Boomt0\\11 propenies ref11>ct various accomplishrnents, including the n!'w hotel and
expanded gaming floor at the Reno, Nev. locaiion, a ful! quarter of earnings from the larger riverboat at the New
Orleans p1oper1y, and grO\\'lh in the local market in Bilo>ii, Mi~s. (bcnefitting both the Boom!O\\'n and Casino Magic
locations). The increase in interest expense in 1999 compared to the first quarter of 1998 is due 10 the assumption or
Casino Magic d1>bt and 1he ne1•· Senior Subordinated Notes issued Jn February, 1999.
"Our strong financial perfomiance \Vas the outcome of several factors, all of which reflect progress in accordance 'vith
our strategic plan," sit id R.D. Hubbard, Chainnan and CEO of!-lol!)'\vood Park, ~This quarter includes the contribution
from the properties we acquired last October in the Casino Magk acquisition and improved results at our other casinos
and card clubs."
Churchill Downs Acquires Hol!y.vood Park Racetrack
On May 5, 1999, Holl)"\\'Ood Park and Churchill DO\Vns signed a definitive
~greement for Churchill Dov.·ns to acquire the Holl}'"\vood Park race track in
I ngle\vood, California, and a majority of the surrounding acreage,
The Holl)'\\ ood Park ass1>ts '''iii be sold to Churchill Do\rns for $140 million
in cash. The transaction is subject to certain closing conditions, including
the approval of the Califonila Fforse Racing Board, and ls expected to close in
the lhird quarter of 1999. Churchill Downs will acquire 240 of HollY'\'ood
Park's 378 acres at the southern California laudmark, Jncluded in the
,,,,
",
"'
acquisition will b't: the Holly\1•ood Park Race Track, real estate •elated to the
racing operation, a~d the Holl.'.""110od Park casino. Churchill Do\rns \\·ill grant
Holly\1·ood Park a l°'ng-term lease ;vith a re11e\.val option at a lease rate of SJ
million per year for the ca~ino.
"This transaction is \'a major step to•vard the attainmenl of our corporate
objective of focusing o\-i the gr(1>;1h of our gan1ing businesses. The BoorntcJv.·n
and Casino Magic acqdi$itions, th~ i11vesrments made in 1998 and early in 1999
for r.otel construction ahd other improvements, and our strengthened financial
position through our debt refinancing should produce continued ,gro•vth for
Ho!Jy.vood Park in 1999 and beyond," remarked R.D. Hubbard, CEO of Hollywood
Par~.
f!oJJywood Park is a diversified gaming company that ov•ns andior operates
eight casinos (four \Vith hotels) and t\>o'O card casinos at twelve locations in
Nevada, Mississippi, Louisiana, California, Arizona, and Argencina, and t\~·o
pari-mwtue! horse racing facilities, one of which is the subject of a pending
tale rransactiott. The Company has also been approved to receive a license to
~·onduct ri\'erboat gaming on the Ohio River in Indiana and has begun
development ofa hotel/casino and golf resort at a site in Switzerland County,
Ind., 35 rnile~ south\\'est of Cincinnati, Ohio. In addition to the Company's
operating properties, Holl)'\vood Park has significant ex:cess land available for
future sale or development at four oflts propenies.
(T,1e Private Securilles Litigation Reform Act of 1995 provid<:'s a "safe
harbor" for forward-looking statements. Fonvard-Jooking information in·•olves
Important ri~k~ and uncertainties that could significantly affect fu(ure
resulls and, accordingly, such results may differ from those expressed in
forwnr<.l·looking statements made by or on behalf of the Company, including·
statements related to the ongoing performance of the Boornto\1'n and Casino Magic
properties or the sa:~ of the HoJ!y,1 ood Park ra.;;:e track. For more information
on the potential factors that could affect the Company's financial results,
revie<I' the Company's filings \Vith the Securities and Exchange Commission,
including the Company's annual report on Form I0-K and the Company's other
filingi \l'ith 1he SEC.)
Re\·enues:
Ho!l)"vood Park, Inc.~ Casino Dh•ision S\4,025 $13,211
Crystal Park and HP Yakama, Inc. 589 300
Boomto\vn Reno 14,142 13,436
Boomtown Ne'v Orleans 25,721 22,69;
Boomtown Biloxi 17,799 15,873
Casino Magic Bay St Louis 22,963
Casino Mazie Biloxi 24,631
Casino Maglc Bossier City 33,852
Ca$ino Magic Argentina 5,327
Hollyivood Park Race Track 5,465 5,478
Turf P11radise, In<:. 6,786 6,8l0
Holl)"vood Park, Inc.~ Corporate 698 354
171,998 78,157
Expenses:
136,086 69,47.S
35,912 8,682
Non-recurring expenses:
Pre-Opening costs~ lnJiana Riverboat Projec1 707
Real Estate Investment Trust restructuring 469
Depreciation and amortization:
Holl}"\vood Park, Inc. - Casino Division 665 698
Crystal Park and HP Yak:ama, Ine, 485 510
BoomCo\vn Reno 1,659 1,469
Boom101vn Ne\v Orleans l,425 1,191
Boomtov.11 Biloxi 993 882
Ctsino 'J>.fagic Day St. Louis 1,438
C~sino Magic Biloxi 1,739
Casino Magic Bossier City 1,889
Casino Magic Argen1ina 372
Holly;1·ood Park Race Track l,090 1,065
Turf Paradise: Inc. 295 296
Hollyi,1·ood Park, Inc., Corporate 1,317 444
13,367 6,555
(i~ thousands)
1999 1998
(unaudited)
Assets
Cash and short-tenn investments S 107,989 $47.413
Other assets 251,727 241,014
Fixed assets 602,331 602,912
Total assets $962,047 $891,339
In CGTU036, Hollyv•ood Park (NYSE: HPK) Reports Record !st Quarter Revenue and Earnings, mo;·ed earlier
today, we <i.re advised by a representative of the company that in the tabular material titled HOLLYWOQD PARK, JNC.
CONDENSED CONSOL!DA.TED BALANCE SHE~TS, the column heading shoLlld read "March 31, 1999
(unaudited)" and "December 31, 1998" rather than "Three t<ionths Ended March 31, 1999 and 1998 (unaudited)" as
originally issued.
Aho, the line item for Total liabllities a.rtd stockhold~rs' equity for March 31, 1999 should read "$962,047" rather than
"$$62,047" as incorrectly trartsmitted by PR Ne>VS>vire. The corrected table follows:
HOLLYWOOD PARK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in t:1ousands)
March31, Decembcr31,
1999 1998
(unaudited)
Assets
Cash and short-:erm investments $107,989 $47,413
Other assets 251,727 241,014
Fix~d assets 602,331 602,912
Total assets S962,047 S891,339
LANGUAGE: ENGLISH
NON-GAMING
ROOMS 11. 1 11.4 29.0 31.6
FOOD & BEVERAGE 15.2 15.0 41.0 41.9
OTHER 23.4 5.7 33.4 15.4
------ ------ ------ ------
NON-GAMING 49.6 32.1 103.4 88.9
. .
00101;,i
TRUMP PLAZA
3MOS 3MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 31.2 27.9 76.0 76.3
SLOTS c3.7 75.8 205. 1 207.6
POKER,KENO,RACE
------ -~---- ------ ------
GAMING REVENUES 104.9 103.7 281.1 283.9
NON-GAMING
ROOMS 11.4 10.4 28.7 26.9
FOOD & BEVERAGE 14.0 15.0 39.6 41.2
OTHER 3.7 3.4 9.2 8.9
------ ------ ------ -------
NON-GAMING 29.1 28.8 77.5 77.0
'
MARINA
3MOS 3MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 20.4 20.8 55.4 53.6
SLOTS 54.3 52.5 14S.4 142.9
POKER.KENO,RACE 0.6 .1.0 1.7 1.8
-----··· ------ ------ -----
GAMING REVENUES 75.3 74.3 205.5 198.4
NON-GAMING
ROOMS 5.0 5.0 12.3 12.5
FOOD & BEVERAGE 10.2 10.5 26.4 26.0
OTHER 3.4 3.7 8.1 8.3
------ ------ ------ ------
NON-GAMING 18.7 19.2 46.7 46.8
350.3
------
364.2
------ ------
GAMING REVENUES 972.5 971.9
NON-GAMING
ROOMS 28.6 26.8 72.3 70.9
FOOD & BEVERAGE 40.4 40.9 109.5 110.4
OTHER 30.9 13.1 51.8 33.5
------ ------ ------ ------
NON-GAMING 99.9 80.9 233.6 214.9
.
(Unaudited)
(in thousands,
Third O\larter Ended liins:.Months Ended
except in share amounts)
Sept. 10. Sept Jo Sept. 30, Sept. 30,
1999 1998 1999 1998
EBltDA
Btfore CRDAl1~diana
I
~'
) /
"
793908.S
I per share, exceeding First Call estimates of 54 cents per share. (See id.) The Earnings Release
I did not purport to provide any infonnation regarding the components of the Company 1 s net
I
(00103.)
I Company-V1·ide basis increased from 22.76 percent for the third quarter 1998 to 23.16 percent for
the third quarter 1999.1 (00108-00112.) Similarly, on a Company-wide basis, marketing costs
I (as r..:prcsentcd by "promotional allowances") decreased from $47.685 million in the third
I quarter 1998 to $47.136 million in the third quarter 1999. (SJ'J' id.) Finally, even excluding the
All Star Gain, non-gaming revenue on a Cornpany~wide basis increased from $80.9 million in
I the third quarter 1998 to $p,7 million in the third quarter 1999. (See iJ!J
I The Earnings Release did not state that each goal was achieved at each of its
various properties, nor did it purport to quantify the Cotnpany's success in achieving these goa~s.
With this in mindJb).:SJ..:bHtl.:C) ~atement that the Company achieved success in implementing
Calculated as follows: THCR's third quarter net re\'enues (minus the $17.2 million All Star Gain) were
$385.9 million; the CompanY.'S EBITDA for that period (again, minus the All Star Gain) v.•as $89.4 million;
or23.J6 percent of revenue. By comparison, the Company's total net revenues in the third quarter 1998
were $397.5 million, and its BBITDA for that period was $90.S million, or 22.76 percent of revenue.
-14·
793908.5
I those goals is fair and accurate even when viewed on a prope11y~by~property basis. rn this
I regard, even without the All Star Gain, non~gaming revenue at the Taj increased from $32.1
mulion in the third quarter 1998 to $32.4 million in the third quarter 1999; it increased at the
I Plaza from $28.8 million to $29.1 million; and it increased at Indiana from $0.8 million to $2.5
I million. Only at the Trump Marina was there a decrease in non-gaming revenue. (See i4J
I Similarly, although operating n1argin would not have increased at the Taj without
the AU Star Gain, operating margin did increase at the Plaza from 21.3% for the third quarter
I 1998 to 26.5°/o for the third quarter 1999; it increased at the J\1arina from 18.7% to 23.5%; and it
I increased at 1ndiana from 12.4o/o to 14.3o/o. Finally, \.vhile marketing costs increased at the ·raj
Mahal and Indiana from the third quarter 1998 to the third quarter 1999, they decreased at the
I Plaza from $17.8 million to $17 million, and ai the Marina from $1.7 million to $0.6 tnillion,
I b
l 'b\(6) (b)l7l(C)
G . ' · ' fArthur Andersen Corninents On The Draft Press Release. But
I Opines Only That The All Star Gain Be Disclosed In The Cn!1lJ)anY:SVv.coJiling 10-0.
fb){6),{b)(7)\CJ I
l 9 9 , o fArthur
On Thursday and Friday, October 21and22, 1 9
I Andersen and certain of his colleagues :were working at THCR's Atlantic City facilities to
, , {b)(6) (b)(7)CC)
I
prepare for the issuance of THCR 1s quarterly financial statements.
, , {b)(6) (b){7)(C)
~------"
1·r. at 13-17, .
47.) During that time, received a copy of the draft Earnings Release from
I ~----~
<b)(6).(b)<?llCI
disinclination to announce the All Star transaction in advance of the 10-Q, and consistent with
I the desire to streamline the Company's earnings releases generally, THCR officials in New York
had made the decision not to include the All Star transactionf.b_''__'b_J·:_1<_c_i-~Irr. at 46.)
61 7
I
I -ll-
I
SEP 02 '99 17:31 FR ARTHUR ANDERSEN 19734036116 TO 916094417926 P.02
A.6JrrHUR
( nJ\luERSEN
M1t:mo to the Files
(b){6).{b)(7){C) New Jer.;ey
From:
Our client Truo•p Taj Mahal lea9e.s retail spaO? to the AU.Star CafC in Atlantic Clty. All Star opera res the
All Star Cafl! Reslt.I . . ' · eratin lease a cement with Trump Taj Mahal. We werP.
informed today by (b)\ 6J.(bJ(?)(CJ at the AU·St:at Caf~ has
requested to have ii:-> ll'!il.Se termirtatl'd. cot\$i etation r e m a on, the All~Star Caf6 would bi:
willing to coni<!r title to approximately $2.3 million worth of leasehold improvements to the Taj. TI\e Taj
is currently <::ontemµlJ.tcd utilizing thesp(lce "a.3 j:;' as a re~laUiattl We have been asked to advise the
client on the appropriate accounting for the tran.'laction.
Based upon our re.view of the ai;c(lunting litcrati.uc, we have conch.ided the following:
> To the extent that the Taj Mahal will i:ontinue to operate the !.pace utilized by the All Star Cafe as a
re:itau1ant. then the Taj should recognized PS oper'1ting income the fair m11rket value ol the leasehold
improvemenlo; transferred.
This a$Sumes that the Taj cwumtly ret:ogni= rental income as operating revenue-, and that the
leasehold impro.,.cmentn ha.ve a future vlllue to the Taj Mahal. If the space is otherwise al rered or
utlHzed as something else, then it would be wumed that the leasehold improvc.mr:t1tj have no value
and acc;ordingly woulrl not be refle:('t2d on the bookli.
While the lletUement agreement with the All-SW Cafe will be entered into in May or June of 1998, the
preroi.~e.s will not be var;ated until Oei;ell'\ber 31, 1998. The tiuiing of the recognition of inCOJ.l\e is. based
upon the o.chlal legal pos:i;i;:.~on<:lf the leasehold improvewn~ 11.nd thus the r.:lient would onJy rccognU:e
income when the d.ienl takes possession of the leai;l'lhold improvements and not at the limit \he
.agreement was entered into.
0693595.01
OPERATOR:
Ladies and gentlemen at this t:tme if you have a
question you will need to press the star key
followed by one on your telephone. Please be
aware that your questions will be taken in the
order they are received. If your question has
already been answered you can remove yourself from
queue by pressing the star key followed by two.
Also if you are using a speaker phone please pick
up your handset before pressing the button. Again
that•s star one to ask a question.
Our first question is from l(bll6 l.lbl( 7 ){c_1
[phonetic} please go ahead sir.
(bi(6),(b)
Hey 17' c congratulations and great numbers.
6
This do~umeru i$ :ubmiued as CONFIDENTIAL. Eiternplion rrom di$dOSl.lr~ ro non-gov(mmental pani~s or thh document and any copiet
of it is claimed und(r the Freedom ot lnrot'n'lation Act (Sect ton 200.83, 17 c.F.R. § 200.83) and all other applicib1e provisions or law and
rcgulaticin. Ir is request¢d that before any di,c\osure ls pc1111it1ed or thiJ docume11t or any pan or topics Qf it, timely prior notice be given 10
Thomas Golde~. Willkie Farr & Oallagher, 181 Scvcnt.h Avenue, NY, NY 1001 SI, 21'.l-128..SOOO
0693595. 01
Thank you.
A couple of questions. One the as tar as still
looking for any possible acquisitions going
forward.
(l!)(6)Jb)(7)
c I think tl1e focus of the company has to be two
fold and it kind of goes l1and in glove. I think
at this a sale of a property will take place
before any acquisition of new properties and a
reduction of debt will take place before we move
to any new jurisdictions.
11bJ(6J.\bH7l
!CJ And as far as adding the parking garage in Gary
what kind of upside in cash flow can you see up
that's added?
(b)J6l,jb)(7)
\Cl
I think you 1 ll see a seven five to seven million
dollar increase in cash flow. f>l:aybe as much as
ten milliol1 to the property.
(b)i6),lb)(7j
\Ci Great. OK. If you could add rooms at the Castle
going forward what kind of benefit will that place
see?
(b)i6),(b)(7)
tCJ Well I think that if you're going to add rooms any
place r would look to the r'larina if it contillues
on its up ward move and its EBITDA as we 1 ve seen
over the past two years and I think that that
property if you added a thousand rooms would see
another 25 to 30 million in its EBITDA.
(b)( !.( !\ )(•...)
\'iow, OK. Another one. Vlhen you tear down the
World 1 s Fair do you get a cut in taxes? A savings
there?
{b)(t3) (b)(7)
(C) Yes about, it's almost 7 million.
(b)(6)Jb )17)<.C)
OK and how much did it cost to tear down the
World's Fair?
(b](6),(b){7)
!CJ It's gonna be we, we haven't finalized but net
netting out because we're sellirig things now its
about 5 million. It will be spread over the first
six months of the year.
ib](6),(b)17)
IC) OK, good and then I guess l calculate the net hold
hit to the whole company is about S millior1 which
means you would have done 5 million better if your
hold had been the same.
7
Thi~ docurnc11t is Sllbmined a~ CONFIDENTIAL. Exemptkm from dis~losure to non-govtrnm~ntal p;trtles or thb docum~n! a11d any copies
of it is cbirned under the Fteedom oflnrQrma1ion Act (Secd9n 200.83, 17 C.F.R. f 200,83) and all other 1pp1icablc provisions of law and
regulation. hi$ leque$ted th al before any disclosure is pennlned of this doi:umeia or any part or copies of it, 1ime!y prior notiee be given 10
Thomas GoUen, Wmkle F1rr & OaU1glwr. 787 Seventh Avenue, NY, NY 10019, 21Z·728~000
0693595.01
(b){6),{b)(7)
(CJ Well ... , ...
(b)'6).lb)(7)(C,I
Firm or company wide am I doing it right.
Yeah, you 1 re doing it about correct but I don 1 t
look at it like that l thir1k you have to look at
your business and you know, plus or minus these
are our numbers and doesn't make me smarter
because my hold is going to be be . ' the
fourth quarter this year.. Thanks '.~1( 5 J.(bl\ J 7
from~_
{bJ-:6J,.;bH7i\Cj
OPERATOR: our next question is
[phonetic] please go ahea sir,
(b)(IS),(b)(Jj(C) • (b)i,6),i,b1 '
Good morning 7 c nd cor1gratulat1ons. Could you
please walk us th:r·ough expense reductions by
property 'cause they were alluded to generally in
the release but you didn't give detail.
((b)(6],(b](7J\C) I
Well, I 1 11 be gl · vq • klo that
with '.I/OU directl (,b)(BJ,(b)(JJ but in esser1ce what we
saved this year w' s a out overall was on the 5-7
million range for t}1e first nine months r. think
we 1 ll pick up a couple of million more from now
until the end of the year and it 1 s just
consolidating your business handlix1g your
consolidated business more efficiently we expect
to pick up substantial savings in the insurance
area we are going to bid that out whic}t could be a
big number to us early next year. We're focused
on areas like limousines now, you know when we
have j oir1t food buying now at the properties and
it takes time to get all those in place so we
.continue to get the benefit Oh a long term basis
of the expens -~i ·tions. But if you want to
quantify the !bJ(S)(tJ)i.• will sit down with you
privately and o that.
ib \6).\b)i7J(C)
OK and just a second question. Could you
elaborate on the ADR at the Taj and the quarter
and what percentage ·was cash versus comp?
(b)(6).(b)(I)
ICI I don't have that and I don 1 t kno (b}(6), has
that. I don't think we have that (b)(6),(b but you
can call him directly but · . . pur cash sales
increased dramatically and (b)(OJ.(bJ has all that.
(b){6J,\bJ(7){C)
OK thanks.
8
This d\!~UmCnl h lUbmhted ~'CONFIDENTIAL, Exemption fr<irn di&elosure lo nGn·-Overnmental parlieJ of this docvmenl and any copk$
of ii ii cblmcd bnder the Freedom or Information A~1 (Section 200,83, J7 C.F.R. f 200.83) and all other applicable proviiions er law :and
n-gulation. Jc b requested th_ at~. any disclo5ure ii pcrrnined of this documtnt or any p.art or copies of ii, timely prior noti~e be given lo
Thomal Golden, Wilikle Fan & Gallagh~r. 787 .SeYenlh Avenue, NY, NY 10019, 212-7211:..t!OOO
(b)i,6Ji,bH7l
)Cl ·
Tnanks IJJ.I~"'' (b)(,, I
U:. ci_ _~.
,
Our next question .
is from\1b1(5J.1b.1(7HL! .\ pl'ase
~
go
aheqd sir. '-------~
(b){6),{b)j7J
1CI Good morning. I 11oticcd that the irnp:t'()Vement I
guess at the AC leve.l pretty much took place in
this quarter as compared to the six months prior
xrm talkihg about EBITDA. What was it that sort
of kicked in in this quarter?
i_b)(6).(b)(7J ·:b){6),(b)
)Ci \'/ell you kno 17 c I think you•ve probably -- I
haven 1 t had a conference call recently but my
earlier conference calls and presentations I've
made I really believe and r run this company not-:
for the major profitability to bo in five in a
half month period so t}iat we 1 re geared to pick up
the pi·ofitability starting really startir1g May
part of June, July August and September and that's
why you see it that way. You 1 re really not going
to pick it up in the first half of year.
(b)i6)Jblt.l\IC)
OK so we see that level of increment in the fourth
quarter given that that could be slow as well.
\b)(6j,(b)l7\
\C) I think in the fourth quarter. you have to look at
your ftistorical profitability to:hich I think for
the fourth quarter on a company wide basis our
EBI'rDA \..ras lik ' lion last year for the
fourth quarter lbJ(OJ,(bli 7 I yeah 1 and you 1 11 see an
incremental increase but not at the same
percentage basis. In other words we did 230 we'll
, increase it we could increase it by as n\uch at 15~
or .'20% to get us to 300 million ir1 EBITDA and
that's where we•rc going.
OK and then I may not have heard a number
correctly cause on the Taj Mahal it looks like Y<)U
have a 11 million decrease in your gaming revenues
and a 6 million increase in your non gaming
revenues.
{b)(6) (b)!J)
\Cl That's something like that.
1,b)(G) (b)(I)
JC) Right but the total revenues are up five so I was
just wondering what that if you could reconcile
that.
(bJ\6).\b)(7)(C)
I don't know I worked off the numbersl\bJ(tl) rbJ(!)(C) I
gave me but he could reconcile 1 why don 1 t you call
him directly?
9 -
This dix:urru:nt is jl,lbmittr.d as CONFlOENTIAL. E'ernprion rrom disclosure !O rwn.8ovcmmenta.1 partle5 or th!s doeum~ ... ~"~ any copie)
of It b claimed un~cr the Freedom or lnfomurtion Ae1 (Seedon 200.83. 17 C.f".R. § 200.8)) and all olher .tpflic~ble provisions or law 100
rc1u!11ion. It is rcqueJted lhar ~any d~lo$Ult i$ permlued o( this document or any part or cop Jes of it. timely prior notice be given to
Thomas Ooldcn, Wlllkie Farr & Ot!h1gher, 787 Scv~nth A.~tll~c. NY, NY 10019. 212-728-8000
0693595.01
(b){6J.(b){7)
lIC! OK great.
(b)(6),(b)l7)
ICI
OK thanks (bH6J.<bli7HC)
l(b)(6),(bJi7)
,'Cl
OK thanks.
's f•·o1nl(b)(6),\bKtl\C1
OPERATOR: Our next question ~ ~ . Please go
ahead sir.
,b)(6),(b)rf)(CJ
10
This document h Jubmiued as CONFIDENTIAL. l'\i;cmp1io11 from di!elosure w non·govcmmen1al part!e~ or tlib docoment and any copies
of '1t IE cl•itned under the Ff'(edom of Information Act (Seetlon 200.83. 17 c.F.R. § 200,83) and all o!Jltr appllcable provi$ions of law and
regulation. h is requ~sted that before any diKIPJun:: i!. pennin~d of ttiit document or any part or copies or it, timely prior no1kc be given 10
Thoma5 Oold~:'I, \Villk)e Farr & Gallagher, 787 Seventh Av~n~c. NY, NY ll'.Y.119, 212-728·8000
0693595.01
ib)\6),(b)-:7)\C)
All right I will do that off line.
(b)(6),(b)(7){C)
'fhank you.
!bJ{6J.{bH7HCl
Thank you.
{b)(0),(b)(7)(CI
OPERATOR: Our next question is from_ l~------;~~
Great, tha'nks. I tve got tv:o questionsl;~:·;~\':bJ lyou
(b)\6),\b)-:7)(C)
11
Thi~ document h ~ubmhced as CONFIDENTIAL. Excmpiion fmm di$Closurc IG nGn-go~ernmcnul putieJ Gflhis document and any copies
of it is claimed under th= Fuedom oftnfotmaiion Acl (Scetkm 100.83, 17 c.F.R. § 200.83) an4 •II other applicable provisions ofhw ind
regularlon, Ii h Rque.sted th~t kt fort any disclosure b perml11td tlr lhis documcn1or any put or copies of it, dmcly prlor notice be given lo
Tuoma.s (iQ)d~n. WHlkic FarT & Gallagher, 787 Sev~ntll Avcnu~. NY, NY IOOl9, ll2·728·8000
{b)(G) (b)(i)(C1
!t's all balance-sheet driven.
(b){6)_{b)(7)(CJ
OK thahk you.
Thank you.
{b)(6).(b)\7)(C)
OPERATOR:
our next question is from please go
ahead sir. '------~
Yes.
OPERATOR:
I
l~·~~~~~•please
·:b){6),{b)(7)(C)
go ahead s1r.
.
(b)(6)..:b)(7J1.C)
Yes could you please review your capital spending
programs for the remainder of the year and next
}'ear and could you provide any insight into
whether or not you•ve been able to reduce debt
through cash flow from operations or do you Plan
on doing so next year?
(b)\6).\b)(7)(C)
Yeah, I tl1ir1k Ir 11 take the last part of your
question first. We will have 50 million plus or
minus available to reduce ot1r debt and we fully
intend to do that as we go forv1ard into next yea1·.
We. will have our normal cap x at each of tl1e
properties next year and that has the levels of
that remain consistent. Our rooms programs and
our maintenance programs are very very good if you
come to our properties are clean and well run and
that will continue. Any excess capital $pending
will be in the areas that will generate income at
the Plaza with the redoing of the floor and adding
the new oriental pit in our addition to our cap x
is about 8 million over the course o ar in
addi.tion to 011r cap :x: is that right 1 (bl\ J.\b)( )
(b)(6),(b)(7){(.)
Yes.
(b)(6),\b)(7){()
And and the Taj Mahal no that's ffiaintenance cap :x:
i<bHfi).(bHil\CJ
In addition - two or three million
14
Thi\ documefit b submitted a' CONFIDENTIAL. Eu.mption from di$c!in:un:: to non-gove~e11t::al pirdeJ or this document and any copies
of ii Is clalmc~ umfrr the Freedom of Information Act (Section 200.1:13, 17 C.F.lt § 100.&:3) end a11 other applicable provisions or ltw a11d
regubtkin. It is requested Iha! be: fore any disclosure is pemtitted of this dO~umenl or any part or copies or h, 1imely prior notice be given to
Thomas Oold~n. \Villkie faJT & OiUa,sher, 7117 Sevenl.h Avenu~. NY, NY 10019, 212-728·8000
{b)(6),(b)(7)
(G) About t h ree m.t' 11 ion
' d o 11 ars. I t h'in k lbl\t>J,\
1c
JI I
was
confused I think its about B million maintenance
cap x and it 1 s about three to five with our
redo:i.11g our floor and at the Marina we are adding
additional casino space redoing our buffet in
addition to our mai11tena11ce cap x adding to theme
restaurants it will be about three or four million
dollars.
(b){6),{b)(7)(C)
Thank you
(b)l6).lb)(7)iC)
Thank you.
OPERATOR: Ladies and gentlemen again if there are any final
questions again press star one on your telephone.
l(b)(6L(b1/7)(C1 I
OK if there are no final questions operator hello
(b)(6).(b)l7)(C)
OPERATOR: Yes
If there are no final questions then we 1 ll I 1 d
like to thank everybody for participating on I
kno\ot on a busy earnings day on our conference and
o course i u have any questions you can call
lb)\ 6 J.\bJl 7 )(C) directly and he 1 11 try and help you
wit t e in ormation and I thank you again and
hope to talk to you again real soon.
OPERATOR: Ladies and gentlemen at this time your conference
15
This documenl Is submitted a$ CONFIOENTIAI~. EKtmplion from disc1own: to JJon-goverruncnbl parties g(th!s document and any copies
of it h tlaimed und:r the fr(edom of Jnforrnation Aet (Sc:citon 200.Bl. t7 C.f.lt. § 1.00.83) and ill other applic.ab1c: provision! of law and
rcg11lation. IL is requesied !hat~ any diselo~ure i' pennltted of lh1' document or iny pan or CQpicJ of ii, 1imely prior n111ke be given IO
Thomu Colden, Willlde Fan & Gallagher. 181 Severi(!} Avenue, NY. NY 10019, 212.-728·BOOO
(
~FIRST
CORPORATE SERVICES FAX
f,b)(6).(b)(I)iC)
To:
~---~
09:3Sam EST Ol-Nov-99 Deutsche Banc Ale11. Brovn (R. Farley/E. Oavis) AZR DVD HET
(
Weekly Gaming Oraw-Part 1/2
Farley, Robin M. 212~471·3015 ll/01/1999
O;;ivis, Elii<ib!!th Q. 212-471-3491
Oeutsr:he Banc Ale~. Browo
AZTAR CORPORATION (AZRJ "MKT. PERFOf\H·•
HIGHLIGHTS'·
Tho follo~ing is d weekly publication of highlights of the gaming and cruise
line industries. This issue discusses earnings reledses from Anchor Gaming,
Park Place fntertainment and Trump Hotels 'Casino Resorts, Station Casinos'
equipment le~se buyout, Royal Caribbcan's cash outflo1Js of 2099 charge, and
SPptember gaming revenues for Indiana and Missouri.
If you are interested in receiving this vc.ekly fax, plea.se call Laurie Clements
at 212-471·3215.
DETAILS'
Earnings Releases
Anchor Gaming
Anchor Gaming reported FlQOO EPS of $1.30 versus $1.48 in the prior year and
our estimate of Sl.28. On a pro-forma basis, revenues grew 13%, gross profit
gre"" 8'.i:, and net income dec.1i.ned 6.2"'· The JV ""ith IGT generated record
(
reve~Yes o( S21.8 million, up 14X. We believe the JV vill be ctriven by the
video Wheel of fortune, 1i1ith 500 units iristallect and 1,100 on otder. Depending
on derna.nd, 11 has the poteotial to be significantly additive. Yhe gro"'th story
When the one-~ime :;ccounting gain is back!:!d out, totql company.tide net revenues
fell 2.7~ to $380 million, cash flo~ before corporate e)(pcnse fell 1.1~ to
SB9.6 million, a~d £9l(OA margins before corporate e)(pense were 22.2~ do~n from
22.B~, rather than up to 26.5X.
ln The Ne"'s
Station Casinos allnounced that it purchased the leased equiprnent at Sunset
Station ror $JO million, eliminatlf'l9 roughly $8 million in <i.nnual lease
payments. This move is alrei'Jdy incorporated in our estimates. Although it
does net have an imp~ct on EPS, as higher depreciation and interest expenses
offset the saving~ from the lease payments, it is additive to EBITDA. This
stri'1te9ic move adds roughly $1-$2 to our current pr1ce target, all else equal.
on?n~
NOU-01-1999 10:3S T<U1P 212 688 039? P.04
J,i_ttl LJ':J'.J itJ ;L,j u".tl 1ttun::iun ! IUHllLIH..- ... l.lt. 1:100 Cl,'Jj( 1...:urp Cd!IC UC.l"'l
Ltd •.
Dcu1sche Bank Se~uritie~ Inc. has ~een engaged as financia1 advisor to Harrah's
Entertainment Inc. in cannection "'ith its pending ac.quisition of Players
International Inc.
An author of this comment has a long position in tti.e common shares of Anchor
Gaming.
09!38am EST Ol~Nov-99 Oeu1sche Sane Ale~ 0rovn (R. Farley/E. Oavis) A2R BYD HET
Weekly Gaming OrawwPart 2/2
(
Farley, Robin M. 212•471-3015 1110111999
Oavis. E:li:;z.abetfoi Q. 212-.1171-3491
Ocu1sche Banc AleK. 8rovn
AZTAR CORPORATION (AZR) "MKT. PERFORM"
Source: FactSet
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Message rn 627018622 submitted 26 Oct 1999 lO:OBam
TO; I bJ(c').(b){ j(',;) I
Trump & Casino Resorts
~ote1s
FROM: '
Goldman, Sachs ~ co.
High Yield ~ Emerging Markets
Corporca,!;D.·~~y;;g(;b.._
voice: (b)(6J,(b)(7)(C)
Fixed Income
• . ·. · ·
Research
Corporate. Bonds · . . ·
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Trump's Third Quarter EBITDA Above • Trump's Mariri;i generated E:SITOA of $19.6
Expectations million, versus $15.3 millioo in the: prior year
and our c.stimatl! of S16 million. Revenues wci;e
Trump Hotel~ & Ciisinos reported 3Q:99 EBITDA slightly high¢1', but cash expenses: were $3
of $106.7 million cornpaied with S90.6 million in million lower. We look for EBITDA <.If $52
the prior year. Results were well above our estimate
million in both 1999 nnd 2000. Fun.her upside is
of $91.0 million, thaok!! to !:ltto11g (lUmber.i at all
possible if pmmotiooal and marketing costs.
thtee Atlantic City properties. However, the large
continue to decline. Debt/EBTI'DA excluding
vuiance from our estimates combined with the lack
the PlKs is expected to be 6.0.< for both )'ellt's.
of the usuru. detail that accompanies a Tn:unp
earnings release rais:es $¢veral qu.:::stions. Highlight1: Trump India.nil. posted ll1l increase in EBITl)A to
of the earnings release and conference call are as SS.O milliori fron1 $4.8 rnillian in We prior year
follows: (e,,cludes lTidiana State and Municip;tl
Obligations). Gaming revenues declined by 12%
11 Trump Taj Mahal posted EBITDA of SJJ.O
as a result of the implemetitation of dockside
million versus $46 roillion in the prior ye~. Our
gaming in IUjnois and a reduction in incentive
estimate was $46.5 tnillion. Gaming revenues
marktting pcogmms. ca..h opera:ting expenses
declined 7.4%, but non~gaming revenues
declined by e.pproximiue1y $4 million.
increased 48% to $49 million. The cotnpany
anributed chis increase to more ca.sh room s.ales • Managemcnt expecls to use free cash flow - ic
and increased relail revenues. Man11gen1ent expects S50 1nillion in 2000 ~ to pay down
noted that it has moved ii.s focus to s:lot~drive.n deb~ and 'vould like 10 tetin.nnce Trump's
business from hig:h·elld international pl~y. Marina debt ~arly nex.t year. Io additiOl'I, the
which has led to lower prorootioon.J allowances company will spend approximately $6-9 mUlion
rind be.rier containment of mafJ.:eting expenses. to add slots iUJd reconfigure the floor al the Taj
hfabal and the Plaza.
Without the usunl detailed revenu~ line items,
OL\.r analysis of the increa~ in non-.i;aruing We ate re:uUning our M:irket Petformec rating on Uie
revenues leads us: to cxm.otdinary 11-~s.uroprions Trump AC mortgage notes ($84.5 bid; lS,07%
about AORs and promotional allowances. YTW; 892 STW). Near tetro, the notes nppear
Theref¢re, we wjll nor make sii;nificanr changes. nruactivc n~ EBITOA trends $hould r¢main positive
in our 4Q:99 or 2000 estimates un1il we c~ get because of a ~ombinaxion of IOwl!'r CQSI'.$ and a
a better handle an these: revenues. 11tabilized promotional environment in the Atlantic
City matket. Longer 1erm, w~ remain concerned
11 Trwnp Plaza increased EBITDA to $31.0
about (1) rhc corn[Jany's ability to retmance these
million from $24.4 million in the pcioc yea.<. Out
noces in the fnce of significant new supply, which
estimaU: was $25. l million. Oaming rr:venves
we.re Sl05 million, up slightly from lhe prior we ex~t to see in 2003i fJ.tld (2) the lack of capital
5pcnding on the properties. We nlsa believe that
year, However, cash operating expenses were
more ca..:h will nted to le.avt Trump AC to fund
down by almost ·$5 million. The company
o~rations at the holding company.
closed the Wodd'$ fair hotel and casino in
Oeiobt!r, which is believed to b.ave had a $13 We are also maiotnining our Market Undcrpetform
million negative impact on EIJITDA. It will cost ratings on the Tromp Marina notes ($Bl bid;
approximately $5 million to demolish die l8.63o/a YTW; 1,256 S'IW) and the Trump 1-lore.1
building. senior narcs ($98.5 bid; 15.90 Y1W; 977 STW).
• We have i.acr.-:a.<:~ our Trump AC estimates
The Marina notes lutve problems similar to those of
slightly, to $215 m.ilti.on for 1999 and $222 the AC notes, but the margill for error is even
million for 2000. !n[erest coverage should smaller. The hclding company will conrinue to need
remain at l.Sx: in both years, and debf/EBITDA a cash infusion of at least SS million for Ute
would improve frocn 6.Ix iu 1999 to 5.9x in remainder of the year, which we believe will come
2000. out of Trurnp AC. We condnue to question bow
(
October 26, 1999
Goldman, Sachs & CO. Gaming, Lodging & LeisU're Fixed Income Research
much longer The AC entity CllJ\ c<u1tinue to fund the expressed concern about the level of market share
holding company. lhat Park Place will control. Indiana officials have
yet to hold a hearing. Thus, the acquisition may
Park Place Pasts Strong Third Quarter close laret than the November e~pected date.
Results We continue to rate the $COior subordinated notes as
Park Place reported 3Q:99 EBITDA of $213 Market Outperformers ($94.25 bid; 9.12% YTW;
million, Versus pro (orma E.BITDA of $184 million 298 STW).
in the prior year and our es~imate 9! $187 million.
Although vinually all properties showed sttong
increases, the biggesr variance from our projection
was at Bally's/P<lris in Us V~ges. The combined
ptopcrty generated f:SITDA of $31 million. We
believe Pari& alone generated E13ITDA of $11-13
million for its fir!lt monih of operations. Mor¢
important, the orher I..as Vegas properties generated
positive EBITDA despite the increa<ied supply in
th:u market. The outlook for the rnarket Md the Park
Pl;,.ce properties ri!roains po~itive for rhe fourth
qt.Wtet".
Baily's. Park Place in 1\tlantic City posted a; $3
million increase: in EBITDA to SSS million. Results
\NOLI Id have becll better if the property b.o.d not had a
one-time gain of $3 milliQO in 3Q;98. The AC
Hilton was dow~ slightly ro Sl8 nUllion..
On the Mississippi Gulf Co&.St, the propert)'
continues to sc:9
little impact from the: Besu Rivage
in Biloxi. Gran,i.i Biloxi wao;. down appro:r;imately
10% to $21 million, but the decline is still less than
we had expcdtcd. Management indicaied th.at
marl:etins expe'nses have stabilized, with some
programs being 'pulled be.ck bet::au...~ of the strength
in the market. Gulfpot1 EBITDA increased to $13
million from $10 million, thanks to the .addilion of
hotel rooms. E~ITDA nt Tunica increased by $3
ntillion to $18 million., refla;-:ting 1narket growth and
a Ml quarter of roor:ru at that property,
Our only ccnceljll with Park Place is how much of
its substantial f'ree cash flow will be dedicated to
development as:opposed to debt n:.duction. On ifs
COt'lfetene~ call; the c:ompany indic~tcd that it
cxpl!cted $230~~40 miUion for maintenance caplt:d
cx.pi::nditures alone: with $185-200 million for
project.:1 in Atlazjric Ciry, at Caesacs Las Vegas, and
at Caesw: Indiana. We believe these expenditures
allow for approximately $300 million for debt
repayment in 20()0.
The Caesars 3cquisition is stilt aw1liting approvals in
( New Jersey and!Indiana. New Jersey official~ hnv¢
October 26, 199~ 3
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F Bear Stearns
I Park AYfJ
New York, New York 10167
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~~~~~~~~~~~~~H=i~gh~Y~i=•=ld~R=c=sc=a~rc=h~~.....LO=c~t=ob=e=r~2~7~,~19=9~9~
Asarco and Grupo Mexico Sign Oefinitlve Merger Agreement
The Bea
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Columbus McKfnnon's Second~Quarter Results Disappoint on Weilkness in Autbrnotive Solutions
b-
Elektra Adopts New Governance Policies
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Glaba/star Provides Update on System Rollout '
Grey Wolf Reports Sequenti;,tly Improved Results
HS Resources Reports 43% Increase in Third·Qu.arter FBITOA
king Pharmaceuticals Reports Strong Third-Oi.rarter Results
Louis Dreyfus Reports 22% Increase in Third-Quarter EBITDA ;
lyondelt Reporu TJlird·Quarter Res>1lts 1n Line With Expectations
MGC Communit:.1tions ~cports Better·ttian·~pecred Third·Quarter Results I
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Norampac Reports Good Third-Quarte' Resu!ts j
Buying Opportunity for Patkaging Corporation Of America's Bonds From Serl-Off After Post~ned !PO
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PSINet Report> Strong Third-Quarter Operating Results !
Trump Atlantic City Reports Third-Quarter EBITDA of SGS Million .l\fter Oettucdng Gain
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eu Cbrnuical Corupal'ly h:is repnried third· (212j2i.J~2790,
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ie p~riod ended Septembr:r 30 !:hut wen: in
.S.1les.wereupbyi2%,toS976million
kvd:s. (Fl'iJlltin11 l. 1Jrm:lowicz,
forrxf<'1t1i.cl.@ln;ru.r:om) .l
E11ergy-F,xploroMn. &. Produr:tian, HS Resourcts, [nc.
the prlor-yeiU' period, re:;ulli11g from the
:urnounced ::is~xp~tcd third-<jl,l<m"Cr rt~ults for the lhtce
m lhr, An:o acqvi~ition (completed on Jvly
mant11~ ended September 30. 1999. n-fu.d·qu.'.l!tet EBJTDA wa:.
rose by 32% ye;:ir over y~. ro $218
1 S-34.7 million, a 437n increase From S2~.4 millioa. during the
p.illion, again rcflcctLig the Arc_o
+,t ff
acqw~itian, iatly offal'.:t by tising roiw mat.cnal cos"5
comp:!tl!bl: prio.r-yc11t period. Our EBh-nA estlrnate W<lS $'34.D
million. EBfIDA also ro~c 19% t.cquditially from S29.!
ltltere$l covetag~ I Sx, and deb! as .i rnult.iple of annw.ltz:cd
r,hµd·q~cr q;l
million in 2Q99. Tbc ycar-over-ycu ubeasc in EBnDA is
A was 7.211. Sc.q1.u::mtiaUy :Wes Hlcre;ised
prinwlly utUibutable ro higher crude dil ~nd Illtturnl ga<; prices.
b)' 14% fr-om1~ 11 lioflo and EBrrDA rose by 16% from
1
long-life (t .tl :..y' reserve base. and rn.iinuin our buy chat \I/ere !Lightly better tb;in expet:teJ.. Third.quarter EBITDA
rccurnmern.!Jtlo': ~ l}ie company's 9.250% ~c1tior subordin:ucd was 5(0.9) million (c;i;cluding n 50.2-lnillion. pmvis!on for
noles ;tnd 9.87S cniot subordinated not.t.~. Our J999 doubtful account.s), down from S7.2 rDillion during the
EBITDA estiJi~ 1 1~ $110 million.. atid our 2000 EBITDA compmbJe prior•}t:u period but :in ihipro,,ement horn $(2.9)
c:>timate is s~:SS: ~'Ilion.. yielding C!)Sb intere$t illtd debt millir:in during 2Q99. Our El)lTDA dtir11ate WllS ntg:i.tive 52.0
leverage ratibS;~ 1 ' .7x ::ind 3.4x, respecl.J"dy. Give!'l ()11!' 2000 million. The bette.r·thao·c:\p~led EBtrDA result was
EBlTDA esc)ftia' we ~ptct HS !O con1inue !O f\lnd resl!:rvc:: atl.nb11L:!blc to utilitation and avero.e;e ~evenue;s pet day lbJt
rcpl.11cemen Pr' ·,111 growth and :nod1.:~t debt rcdi;ction
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were highi:r than anticipmed, though they wete down
frorn im.em f;_ f a:cd fu11ds. (Erik DyM.$'1:tnil (212) 2iZ·
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cornp:iny JJLl jl port pq~iiive E.BITDA of approx.i.rrutely S2,0
TAC EBTIDA for We l~st 12 monlh~ stands: at S195 tnil!ion.
million in ~Q~ ur new 1999 EBlIDA ctim3\e is $(1.5)
eoverine $l47 mJllion of ca.~h inlet'CSl Qy l.33:i:, J.,e...er.iee
million, up{~~ 11.x' ptevi(lus eslim.ate of negati"e $3 rni!lioit
st::uids At li.71'. We contit11Je to belie~e that We two J)mpert.ic:s
Our 2000~/ estinu!e of$25 rniUloa (yie!dingc\l.Vl tlmt make up TAC generate approx.imately S200 million on a
int~ce~t ®d!1F i: pveragt 1'ltios of I. lit an~ l_O.Ox. n:spectivcly) comistcnt b3!Jls and free ea.sh flow of approx..hnaii,::ly SJO
cou!d provd ~ cunscrvative bll..'ied on drilL\ng C.:lf)l:lt million. llflt:T approrima1ely $20 mill.ion of maintenance capita]
lnei:case.; ~ ounce(! by both majoc oil camparU~ and e~,P"l'nd!tun:s. and +lpprorimntely $147 million of in1i:.res1
lndepr:11den? ·ii cers. Grey WoJrs eapcx was only S3.8 requirements.. How.::ver. THCR has ffistori-ea!ly used~ free
million dud 'I first nine months o( I999, and w~ ::mricip'llB ca:ih of TAC lo s1.1pport the weaktt lihks ll'l the Trump
total 1999 c' ·· 1 I abl'lul S7 ml Ill on. We malnuin our buy organi.r.:itio:i. Con~eqlJently, we bnvdtUstorically bthcved lb:;it
rccomnu:n · 1 n Grey Wolf's B.375% senior notes (90.0
1:ompillly n:tj' intre;ise in net re.venues [or tln.'. Trump Taj 172-5053, blumdtll@btar.com/ Am lJrown, (212) 272-3224, 1
Mllha.I to Sl~i.~'.. u llion from $162.1 million in the prior year ahrollln@hear.com) i
<lnd iUI EBrm re;uc 10 S.Sl.O million from S46.0 million in Hea/J.h StrYi<:cs.· On October 25. Kine f"hun:naccutical.s, lne.
the prior ~cJJ ' EBllDA wa5 58:2_0 million, 1tp from $70.4 reported .tesuJ~ fer the third q1,l;U'tl:(. Tol<ll llet revenu~ in 3Q99
millioll in lhb ~o wu $104.9 million, a 38% sequential Increase from $76,0
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UNITED STATES OF AMERICA
Before The
.._.________________________________________________________ x
In the Matter of
Before The
------------~--------------- ---------------------------- x
In the Matter of
I.
INTRODUCTION
In their respective September 2000 \Yells submissions, Trump Hotels & C_asino
I
l
(b)(6),(b)(7\(C)
Resorts, Inc. ("THCR" or the "Company") andl--------------~
{b)I J.\b){7)(C)
ach argued that the investigative record compiled up to that lime shov;ed that
'------~
(b)\6J.\bJ{7]'.C)
neither THCR nor any of its officers acted with fraudulent intent in omitting a
'------'
discussion ofthe September 1999 All Star Cafe transaction from THCR's third quarter I999
Earnings Release, and that therefore this case did not warrant Rule !Ob-5 enforcement action.
j )( ),(bl
As part of ongoing discussions to resolve the Staff's inquiries without enforcement action~ THCR an i?JiCJ
submit this memorandum pursuant to Section 202.S(c) of Title 17 ofthe Code of Federal Regulations. e
existence and contents ofthis memorandum are entitled to confidential treatment pursuant to 17 C.F.R.
§203.5 and are exempt from the disclosure requirements ofthe Freedom ofInformation Act pursuant to 17
C.F.R. §200.80(bX7) and 17 C.F.R. §200.83.
explicit and it was followed: 111e record confirms that, at the time ofthe Earnings Release,
THCR officials understood and agreed with the view that Form I OQ disclosure would be
necessary and, at the time the Earnings Release was issued, fully intended to make the
predating the issuance ofthe Earnings Release reflecting the planned disclosure of the
transaction in THCR's I OQ. Consequently, there is simply no basis to suggest that anyone at
THCR sought to deceive investors by leaving that information out ofthe soon to be expanded-
(b)\6),
Although THCR an lbll'! o not share the Staff's view that the Earnings Release
that those arguable flav,:s warrant enforcement action, it should invoke the books and records
provisions ofthe securities Jaws, and not the draconian and devastating sanctions ofRule lOb-S.
II.
THE RECENT TESTIMONY CONFIRMS
A.
second round oftestimony, the Staffsuggested that the key factor supporting their viewing this
(b)(6),(b)i7J
for THCR. The Staff rca 1c1 estimony to mean that he explicitly opined to THCR
officials that the Earnings Release should include an explanation of the All Star gain, and that
THCR's failure to heed that alleged advice gives rise to a strong inference ofscienter. While
:b)(GJ,(b)17l{CJ • • b" b th' • · th
eshmony 1s am iguous at est on 1s po1nt1 the recent testimony confirms at no
'----~
-3
• • <b)!6) {bl(/')!_C) (b)l.6).i_b)( ) , • ,
In his second day of testimony, · · onfirmed tha (CJ 1d not 1ns1st
• • • ' ' lbi(Q),(1;>)17)
that THCR include a discussion of the All Star gam m 1ts Earnings Release. Rather, ~--~
1c1
asked, upon being shown a draft of the Earnings Release, "where'.s the disclosure for the All Star
(b)(6),(b)(7\(Cl
transaction?' r. at 86.) Upon being told that the Company had decided not to
, • • • (bi(6),(D)(7) ,
d1scuss the transaction 1n the Earnings Release 1c) 1d n~.t protesl or even suggest that
THCR reconsider that decision. Rather, he observed (in no uncertain tenns) that disclosure
• , , (bH6i.(bi\7HC) I
would be reqmred m THCR's upcoming JOO. Tr. at 87.)
(b)(6Ub)(7]-:CJ , , •
Even apart fro testimony) other evidence 1n the record confinns that
I.
l
(bJtC).(b){f)(G) {b)(6) (b)(l) "
pid not understand 1c) · o be den1anding Earnings Release discJosure. When
needed~)~\16 ).\bHiJ \did not say anything about the Earnings Release 'ic1! i.i 11 1
r. at 115.) In
addition, when asked whether he had ever heard that Arthur Andersen thought the Earnings
51
· 11'""(Ci·<bl csponded, "Theon Iy conversation
Releases hould break out th e AII Star gain . I recoII ect
{ )(6)(b)
at Arthur Andersen was that~~ \\-ith respect to its disclosure in the IOQ." \7JrCJ r. at 115.)
i,b)(6) (b)(7) .
The only unambiguous advic {Ci ave to THCR was that disclosure of the
All Star transaction would be required in JllCR's upcoming IOQ. The second round of
testimony confirms that THCR's senior officers, includin ib;i,;;ci ecognized, prior to the
issuance of the Earnings Release, that such disclosure \.vas necessaiy ~nd would be made. For
•instance, the recent depos1t1ons
. ,. confiinn tI1at nett, herL-------~r1a
l\bH6J,(bH7JiCl k._ d
any doubt, pnor
. to
the Earnings Release, that the All Star transaction would be discussed in THCR's third quarter
;..onn JOQ (b)f.6JJbJ(7)( i (b)1oub1 l(bJ(6).(blf7i(CJ L
r '----J'· at 103; 1711c1 r. at 126). AndL_ _ _ _ __,1estified that he
participated in a meeting with THCR officials and Arthur Andersen representatives in early
October in which it was discussed that the All Star transaction would be described in that filing.
·:b){6),(b)(7) (b)(6),
(CJ r. at 37.) tb)(7i 'was aware that it had to be disclosed. That was from day one that
. , hj (b)(6),(b)(7)1_C)
we were discussing t s." Tr. at 38.)
worked on the description of the All Star transaction for THCR's upcoming Form IOQ. (THCR
00204.)2 The document reflecting their initial draft bears a fax line of October 22, 1999 -·three
. <b)l6j,fbj(7)1CJ
days prior to the issuance of the Earnings Re1ease. confinned that this draft was
.,,.':;;::;;;;::;;:::=.c.__--,
Indeed, the first draft of the Form IOQ contains the exact languagercb_"_''_'b_''_'_:i(c_,_____,
worked out prior to the issuance of the Earnings Release. (THCR 00198.)
{b):6).
We understand that the Staff suspects that, at the time of the Release, \bJ1 7 l ay
(b)(6),(b)·:7){C) I
not have shared.l
pbsolute certainty that the All Star gain would be
discussed in the I OQ. We do not believe the record provides any basis for such skepticism.
1 11 1
" 1·
Ind eed , "ib)(7J(CJ est1"Ii1e d t h.at . WI'1h'ib){7)<
h e had a conversation · .in· 1·ate Septem ber or earIy 0 cto ber
in which he indicated that the transaction would be disclosed in the Company's quarterly filing.
\(),() ~
~"~1'c~1_,.r. at I 03.)~csponse was merely that 1he Company would follow the advice of
' References are to the Bates numbers ofdocuments produced by the Company to the Staff in connection
•5.
its accountants and lawyers in detennining the appropriate disclosure. ·:7J~~J).l J r. at 105.)
(b)(6) (b){6),{b)
Sometime thereafter, (bJ.:7)1c ske (7){C! hether it was the case that Form IOQ disclosure was
(b)(6)
that the transaction would have to be disclosed in the JOQ lbll7! id not protest or disagree.
)( ),(bl htJJ,
f'llC1 r. at 106.) Instead, ib)(71 replied "when we do the IOQ we'll handle that." (!Q.) As
( l( ),\ • • • • (b ( ), (bj(6l,(b\(7)
(7){CJ xpla1ned. while he did not know precisely what ibj(7) meant by that, he took (Cl
~-~
statement essentially to mean that, in light of Arthur Andersen's advice, there was no doubt that
1 )I "
disclosure would be made. (7)1CJ r. at 127.)
~-~
ibJo:6J,.:bJ lS .
C. (7J.:Ci ailure to Comprehend the Accounting For The Al tar Transaction
Does Not Syppgrt a Fraud Claim.
(bl{6),
In his deposition 1b1!'1 tated that he knew the appraised value ofthe All Star
IC
C'..afe was $17 million, but that he was under the impression that the impact in the thlrd quarter
would only be $5-7 million. ~~\i~11 (bJ Tr. at 42, 74.) In our recent meeting, the Staff emphasized,
',bl(6).(b) (b){6),{b)
for the first time, their view that other witnesses' testimony contradicted 17){Cl nd that (7JlC)
alleged knowledge of the impact of the All Star transaction provided conclusive support for the
Staffs proposed fraud charge, Whether the Staffis correct or we are on this question, the state
\bi ),ib) (bJ·:61.
o (7l(C) ~no\vledge does not detennine the fraud issue. <b,H 7 l and TflCR tmderstood that the
All Star transaction had to be -- and, in fact was -- broken out in the Fonn !OQ to be filed
shortly. No rule or regulation, nor THCR's accom1tant'.s advice, required separate disclosure in
\b)\6)
the short-fonn Earnings Release. And in light of the evidence that fbli'I knew at the time of the
Earnings Release that Arthur Andersen had demanded disclosure of the All Star transaction in
(b){6),
the upcoming IOQ, there can be no plausible theory that lb If'> ied to deceive investors through
accounting for the All Star gain or its impact ofTHCRis third quarter results. First, as <bE7l
testified, his main concern was to ensure that the restaurant stayed in operation to service
61 1 11 0
TlICR's customers, and he was not focused on the accounting issues. cj1b_"__·_b_(_"_1_ __,~ho
Q: Did [the Arthur Andersen] memo change your plans about how to handle the
All Star Cafe space?
A: No. We had to -- we were going to run the place as a food and beverage
operation -- we needed extra food and beverage operation at the Taj.
11bJ(6).(bHi)(C\ ~r. at 24.)
{P):6).:b)
In addition, while bot u1:c1 estified that they discussed with
~---'
ibH6l.
'·'"'' whether to mention the All Star gain in the Earnings Release, they said that they did so
because they saw it as a positive deve1opment to be trumpeted, not because the numbers might
. I d' 'th h d' I ( ){ ),{ ) t I03; 1(c){1 ),{b)( I) at 43 (first day), 126.) Jn that
be mIS ca mg W1 out sue 1sc osure. 17 11 c1
' bt) nc1'the
I1g (b)(G),
(b)(lJ or THCR should not be accused offraud for deciding that such self-
results are strong evidence of his confusion regarding the All Star transaction's impact on
(bH J,
TIICR's third quarter results. Indeed rbl17i s unable to answer basic questions about those
results. He did not try to obfuscate, but instead admitted his ignorance and invited the
(b\(6),(b)(71·:C)
participants to cal who was intimately familiar with the details ofTHCR's
• • ' (b)(6).(b)
perfonnance. Tius not only evidences 1rJ(Cl unfamiliarity with those details, but also belies
-7
. 1 . (b)(6J,(bl fu . h' . F' t \bJ(6J.(bJ(7J d
Recent testimony exp a1ns C'J\Cl on s1on on t 1s issue. 1rs 1ci an
=---'
ibJ(6J (bl h 'fi d h ... 1 . . (b)(6),
\7J(CJ ot tesh 1e t at 1n1tla esttmates given to \b)t7h ut the value of the All Star Cafe at $7-8
million. 1,b1(&J.ibJ1,7H i
r. at 23 ; ID)(F.),
\bJ\7J Tr. at 21. ~~iJ\ 61 \Ol\lJ also testified that~ in connection with
~--~
advice on the accounting treatment ofthe All Star gain, Arthur Andersen urged -- and THCR
agreed to -- an increase in THCR's reserve for "bad debf' to $10 million (a $4 million increase in
the third quarter and a $4 million increase in the fourth quarter.) This "bad debt" provision was a
fairly dense accounting issue that related to uncollectibJe credit issued to gaming patrons.
(b)(6) (b)(7)(C) b1(6) (b){7) • ' •
Tr. at 26.). ~c·1 made clear that1 as the third quarter results were being finahzed,
~--~
the bad debt reserve and the All Star gain were seen as going hand-in-hand. "That was part of
the discussion ofthe \vhoJe conversation discussing the All Star transaction and the bad debt
(b)(6],( ](7i(Cl
transaction.' Tr. at 26.) Thus, ifthe All Star gain and the increase in bad debt reserve
(b)(6) (b\(6),
were presented t i~J(7) tt a manner suggesting they were linked togctber, the <bH7J reasonably
•C
• ~b)l6) (b)(7)
could have misunderstood (CJ o be reporting that the net effect ofthe All Star transaction
on THCR's third quarter results was closer to $7 million than to $17 million.
(b){6),{b)
We understand the Staff's view regarding the extent o (7)1c1 nderstanding to
he understood that the entirety of the $17 million All Star gain would be recorded in the third
quarter. We do not believe such testimony can provide the basis for Rule IOb-5 enforcement
(b)(6), f j(P).(b){ )
action agains ·:bH?j r THCR. While people with accotulting backgrounds such as \Cl
"""'"""'"""_J_
( )
•C
( l
_,,~) i )l ), •
~-~
may have assumed tha ' 11'1 shared their understanding ofthis unusual
'-------~ _c~~
' ( j( j
accounting issue. and indeed may have trled to explain it t (1Hci here is no testimony that
(bH6j.
(bH7J
1,Ci ever said or did anything to corroborate their assumptions.
-8
D. A Rule IQb-5 Actjon Caw1ot Proceed Absent An Intent To Defraud.
Jn light of their understanding -- and Arthur Andersen's insistence-- --that the All
Star gain would be disclosed in its Form JOQ filing, there can be no credible suggestion that any
THCR official, including ~b;~ 7 ~(cJ intended to defraud investors in connection with the Earnings
Release. Thus, a Rule IOb-5 claim here would have to be premised on the theory that THCR and
(b)((:I),
(b)(?J ere reckless in issuing the Release. But "it has never been held that recklessness per se is
c
sufficient" to plead a Rule IOb-5 claim; rather, recklessness will satisfy Rule !Ob-S's scienter
In re Fischbach Corn. Sec. Litig., No. 89 Civ. 5826, 1992 WL 8715, at *5 (S.D.N.Y. 1992)
(Wood, J.). What is more, where "the complaint's allegations actually undemtine the plausibility
of§ JO(b)." !J!. at '7. See also Hart v. Internet Wire, No. 00 Civ. 6571 (S.D.N.Y. June 14,
2001) (Pollack, J.) ("Rule !Ob-5 scienter means intent lo defraud and even when plaintiffs rely
on the recklessness prong of scienter, they still must sho\v that the defendants acted with
facts developed in the record are inconsistent with any intent to defraud. Among other tltlngs,
(b)\6)
the record confinns that~ at the time ofthe Release) (bJ17l
,. nd THCR's other senior officers
intended to discuss the All Star gain in its upcoming 1OQ. THCR officials showed the draft.
~--'ngs
"-•uu Release to THCR'sl!b)( 6 ).(b){l)(C) IofArth ur Andersen, pnor
· lo its
•
L-~~~~~~~-'
release - a step THCR would not have taken ifit was about to commit a fraud. During the
ensuing conference call to discuss the Earnings Release !b)~~; nvited analysts to call (bJ·:GHb)(l)(CJ
to obtain additional, more detailed information regarding THCR's quarterly results. After that
-9·
{b)l6),lb)(7)
conference call, ,ci reely and candidly provided infonnation regarding the All Star gain
to analysts who called him-· all before there was any suggestion that the Earnings Release may
THCR's other accounting decisions in the third quarter also belie an intent to
deteive investors in connection with the All Star gain. As discussed above1 at t11e same time the
Company recorded that gain, it decided to increase its bad debt reserve, thereby negating the
bottom line effect of much of the All Star transaction. Had Tl!CR been looking to deceive
investors, it would not have "given back» a significant portion ofthe All Star gain.
{b)(6), • • •
In sum. THCR an 1b)(?J:c1 ot only had no motive to defraud~ their actrons are
inconsistent with an intent to defraud. There is no p1ausihle scheme to mislead or defraud that
can be gleaned from the record of investigation. Consequently, it \Vould be inappropriate to seek
confirms that th.is case does not warrant Rule lOb~S treatment. Indeed, we are aware ofno
instance in which the Commission brought a Rule lOb-5 proceeding where, as here:
·10
took Significant steps to provide the missing information to the
marketplace; and
connection with its work for Waste Management Inc. vividly illustrates the chasm between this
case and the type of conduct that Rule lOb-5 was meant to address. Waste Management, unlike
TIICR 11tsed improper accounting to inflate its operating income." ~~Matter ofArthur
Andersen LLP, 2001 SEC LEXIS 1174 at *3 (June 19, 2001). Waste Management's
misstatements went uncorrected for years; THCR provided full disclosure regarding the All Star
transaction within days. In the Waste Management case~ Arthur Andersen kne\v that Vlaste
Management's statements violated GAAP; in this case1 no one at THCR suggested that they
thought the Ean1ings Release was misleading without a description ofthe A11 Star transaction.
Finally, in the Waste Management case, Arthur Andersen had a motive to remain silent iil the
face of its client's financial improprieties; Arthur Andersen regarded Waste Management as a
"'crown jewer~ client which paid Arthur Andersen millions of dollars during the period in
question. (I!!. at • !5.) By contrast, neither THCR nor any ofits officers involved with the
Eamings Release stood to gain from any brief misimpression in the market regarding its third.
quarter results.
Because ofthe lack ofany evidence of scii!nter-- not to mention any evidence of ·
earnings manipulation, insider trading, or any ofthe other indicia offinancial fraud that the ·
Commission has identified as Rule !Oh-5 enforcement priorities-· a Rule IOb-5 enforcement
-11·
III.
action whatsoever. Assuming, however, the vaJidity of the Staff's vjew that the Earnings
Release was deficient in the absence ofany detailed discussion ofthe All Star gain and by virtue
ofthat shortcoming demands action by the Commission, the "books and records" provisions of
•
the securities laws applicable to issuers, 15 U.S.C. §§ 78m(b)(2)(A) and (BJ, and not the anti-
For exrunple, section 13(b)(2)(A) ofthe Securities Exchange Act of 1934 (15
U.S.C. § 78m(b)(2)(A)) requires issuers "to make and keep books, records, and accounts, which,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the issuer." The Earnings Release was itself clearly a 1'record" \Vithin the meaning ofthe rule.
See Securities and Exchange ComrnissiQV v. World Wid~-~pin Investments. Inc.. 567 F. Supp.
724, 749 (N.D. Ga. 1983) ("Congress' use of the tenn 'records' suggests that virtually any
tangible embodiment of infonnation made or kept by an issuer is within the scope of section
13(b)(2)(A) ofthe FCPA"). If one were to credit the Stall's view that the Earnings Release
lacked the necessary detail to ('fairly reflect" the All Star gain, the case would fit squarely within
the books and.records rule. Alternatively, the Staff could argue that THCR's internal books and
records lacked the requisite detail by aggregating the non-recurring All Star gain together with
"devise and maintain a system ofintemal accounting controls sufficient to provide reasonable
-12
statements in conformity with generally accepted accounting principles or any other criteria
applicable to such statements." Here, the Staff could maintain that the Earnings Release
incorporated financial statements that did not confonn with appropriate accounting criteria and
that this failing was the result ofa lack of any system in place to communicate the views of
THCR's auditors to those at THCR responsible for drafting and issuing its earnings releases.
Ironically, although in connection with this investigation the Staff has taken the
view that earnings releases typically have a greater impact on the investing public than public
filings such as a company's Form lOQ, the Staff has also steadfastly refused to consider any
enforcement mechanism short ofa Rule !Ob-5 proceeding to address the perceived flaws in the
Earnings Release, because the Release was not a "publicly filed" document. Thus, the Staff has
taken the incongruous position that its regulatory arsenal is li'n1ited to the anti~fraud provisions in
promoting full and fair disclosure i~ press releases that are not also "public filings" -- even
though (i) it believes that press releases have a greater impact on the finaucial markets than
"public filings," and (ii) fraud violations are typically limited to cases ofegregious conduct and,
for that reason, are more difficult to prove than ..books and record~' violations. Indeed, if THCR
had simply attached the Earnings Release to its IOQ, then even under the Staffs view the books
Precedent exists for applying the books and records provisions to this case, given
the sharp distinction between the alleged deficiencies here aod the intentional wrongdoing
present in the typical Rule 1Ob-5 action. In Matter of Pet~t_Madsen aod Mark Rafferty,
Exchange Act Release No. 41935, 1999 SEC Lexis 1987 (Sept. 28, 1999), the Commission
announced a settlement pursuant to sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) with the CEO
and the CFO) respectively,· ofFastcomm for, among other things, recognizing revenue of
-t3
$247,000 on the sale ofa product without timely disclosing in the Fonn 1OQ that the sale was to
a related party (even though the Form 1OQ was later amended and the appropriate disclosure was
made). Jn Matter ofRepublic Savings Financial Coro and Richard Haskins. Exchange Act
Release No. 31497, 1992 SEC Lexis 3106 (Nov. 23, 1992), Republic failed to record a loss on a
lease transaction for a yacht. The company's CFO was aware ofthe loss but, contrary to advice
from independent auditors (who were then dismissed by the company) determined not to
disclosure it in the appropriate Form !OQ and instead mentioned the "possibility" ofa loss in a
footnote to the financial statements. The Commission brought charges against the company and
the CFO pursuant to sections 13(b)(2)(A) and 13(b)(2)(B). Finally, in Matter of Gibson
Greetings, Inc., Ward CavagaJ,lgh, and James Johnsen, Exchange Act Release No. 36357, 1995
SEC Lexis 2667 (Oct. 11, 1995), Gibson engaged in speculative derivatives trading strategies but
did not mark it.s investments to market because it kept restructuring the trading strategies. As a
n;:suJt, Gibson did not record or reserve against significant losses incurred in connection with its
derivatives trading. Gibson also lacked internal controls for ascertaining whether its derivatives
transactions were consistent with corporate derivatives objectives established by its Board of
Directors. The company and its executives agreed to dispositions under sections 13(a)t
These cases illustrate the Commission's recognition that not all alleged disclosure
violations ;_.arrant Rule IOb-5 sanctions; indeed, where the proper evidence ofscienter is
lacking, or where the conduct at issue is less egregious, the Commission has not hesitated to use
the books and records provisions to rectify perceived disclosure shortcomings. Therefore, if the
Coznmission concludes that the Eamlngs Release in this case requires enforcement action,_ it
·14
should act consistently with other cases where failures to disclose were not the result of a
palpable scheme to defraud, and should refrain from proceeding under Rule 1Ob-5.
CONCLUSION
The recent testimony confinns that this is not a fraud case. For the reasons set
1 1
forth in this memorandum, and in THCR's and :1::c .1,{ original Wells submissions, rHCR and
(b)(6J,(bj •
17;(c; espectfully urge that no Rule !Ob·5 enforcement action be pursued.
By:~~~
·15·
NEWS RELEASE
NEW YORK. NY - Trump Hotels & Casino Resorts, Inc. (NYSE:DJT) announced today
that for the third quarter ended, September 30, 1999, consolidated net revenues were
$403. I million compared to $397.4 million reported for the same period in 1998.
THCR's EBITDA (earnings before interest, taxes, depreciation, amortization, Trump
World's Fair charge and corporate expenses) for the quarter was $106.7 million versus
$90.6 million reported for the prior year's third quarter. Net income increased to $14.0
million or $0.63 per share, before a one time Trump World's Fair charge, compared to
$5.3 million or $0.24 per share irt 1998. THCR's earnings per share of$0.63 exceeded
First Call estimates ofS0.54.
Nicholas Ribis, President and Chief Executive Officer of THCR, stated, "Our focus in
1999 Vv·as three-fold: first, to increase our operating rnargirts at each operating entity;
second, to decrease our marketing costs; and third, to increase our cash sales from our
non-casino operations. We have succeeded in achieving positive results in each of the
three categories. The third quarter and nine month results for the company indicate that
we have successfully instituted the programs that v.'e focused on during 1999."
(
1?<:; ~ifrh ..\vP1''.llP • New· Yori:: :-.JV 10022 • ? I ?-AO 1-1 'ii',fl • i;:';a~ } I 2-6RR-n1Q7
".'
trump Plaza
Revenue~ Sl 17.0 Sl 14.8 SJl2.l S313.:2
Operating Profit 24.7 17.5 46.3 j9.0
EBITOA 31.0 24.4 65.l 58.9
Margin 26,5o/a 21.3~-G 20.9°/o 18.8~"1
\
'.
THCR in the third quarter also ceased operations at the Trump World's Fair Casino Hotel
in Atlantic City and it has taken a one-time charge of $81.4 million ($ !28.4 million less
minority interest of$47.0 million or $3.67 per share) with respect to the closing. THCR
has indicated it wilt demolish the existing structures, and planning has commenced for
the development of this JO.acre Boardwalk site into a 4,000-room hotel and a 200,000 sq.
ft. casino to be connected to the newly renovated Atlantic City Entertainment Center, and
a proposed 10,000-car parking garage.
This press release contains forward·looking statements that are subject to change. Actual
results may differ materially from rhose described in any forv.rard.Jooking statement.
Additional information concerning potential factors that could affect the Company's
future results is included in the Company's Annual Report on Form lO·K for the year
ended December 31 1 1998. This statement is provided as permitted by the Private
Securities Litigalion Reform Act of 1Q95.
,•
ESITDA
B~fore CRDA/lndiana
LJ
. I ,,
•, ·,
' .
•
'·
(
Trump Hotels & Casino Resorts, Inc. owns and operates Trump Plaza Hotel & Casino,
Trump Taj Mahal Casino Resort and Trump Marina Hotel Casino in Atlantic City, NJ, as
well as Trump [ndiana, the riverboat casino at Buffington Harbor, Indiana on Lake
Michigan. It is the exclusive vehicle through which Trump will engage in new gaming
activities in both emerging and established gaming jurisdictions in both the United States
and abroad
€)Hu.~
.!'_<:l~ar Filing
return fo fil111gs
•Document
._Base
a. .C.over P~g~
• Signatures
tmITED STATES
SECURITISS AND EXCHANGE COMMISSION
Washington, D,C, 20549
FORM 10-Q
DELAl'lrARE 13-3818402
(State or other jurisdiction of (T.R.$. Employer
incorporation or organization) Identification No.)
Huron Ave. & Brigantine Blvd.
Atlantic City, Ne"" Jersey 08401
(Address of principal executive offices) (Zip Code)
(609) 441-8406
Not Applicable
(Fonner name, former add:r:ess and former fiscal year, if changed since last
report)
DELAWARE 13-3818407
(State or other jurisdiction of (l.R.S. Employer
incorporation or organization) Identification No.)
Huron Ave. & Brigantine Blvd.
Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip Code)
(609) 441-8406
Not Applicable
(".E-'ormer name, former address and former fiscal year, if changed since last
report)
DELAWARE 13-3818405
(609) '111~8406
Not Applicable
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or lS(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants t11ere required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days, Yes X No
The number of outstandi~g shares of Common Stock, par value $.01 per
share, of Trump Hotels & Casino Resorts, Inc. as of November 14, 2001 was
22,010,027,
The tumber of outstanding shares cf Class B Com.me~ Stock, par value $.01
per share, of ·rrum;;:o Hotels & Casino Resorts, Inc. as of November 14, 2001 was
l,000.
The number of outstanding shares of Common Stock, par value $.01 per
share, of Trump Hotels & Casino Resorts Funding, Inc. as of November 14, 2001
was 100.
t~EM 1 -
Co11<l<lna<1l'I C'oo•olio:lllt•"'l 11•1..,c• Sh<l•t• <1£ 'h:u..ti aol•ln " e1>.1ino R••orea, tnc,
Con""'"""" ~ot1•0114atfl(I lltUt<lblolr(l,t$ Qt O'JX't•ti<l"'I (If Tt'\lllltl H<lt"l" ,. c11ei110 RIU!Ort.!O, ID.,.
fo:r ttw Ttu:u •nd Nin• lf<:<Al<IUI lillldod sei;.tNllb<ilr }Q, 2000 tmd 2001 (uN111dit'lll) •••••••••••••••••• , , , , , , , , , , , , ,
co11<1•0••<1 c01i.~ol14flt<11J etat-ne ot 11t<><:l<lml<111i:~· ~lty of l'l"1Ul:¢I oot11ls • c<>.11i<'K> 11..sorto, tni:.
{Ol.' ti!."' nlrie. Mt>11tlul Brulell E<1pt-r 3~, 20Cl iWlll.udl:e•d),,,,,,.,.,,,,,,,,., ................... .
co11d•n.<1•ll c=•oliAnt:111l ~t•t:...,nt• of Cnnh Fl_,, of T""'"" «<>t•l• • c ..1!.11? 11011on1, %!.)II,
foi: "-h" aillA >IOtl<IM """'"" Sop"'-"' 3~, 2000 6Dd 2001 (U"'1w1it<1<I) '" .•• ' •. , •.•• ' •.
Co<><lon.sell C<>n•olidat..11 8tat:NU1nta <'>f ~ratl.ort.s ot T~ 11otels ~ c•al110 !l<lnort~ H1>ld.in9'•· L.P.
for th<I 1'hr11e all<!I win• M~lltla ntodo¢ Slll)f,,....,,,.., in, 200B aM ?001 (11n.s114it•M, •..•..••• , •• , , , , , , , , , ,
c.>~11110<'1 C<l4•0li<Sltt•" Gt•t-nt• Q~ c....11 ltl<m• "'' TJl.'llll;IO 111.lt~l• • C•~i11i:> l\toMQ~'t• H<>l<\bHJI, L.P.
ro.- tbe ~!ne Mo<ltha bl!"<! Bl•<>t-r JO, zaoa !111.d ~001 \WlllLudltad) .••••.••• , ............................. .
tll>~•• to cnn<1on10<'1 Co<>•olldata\1 FiBIUle:lnl 11t11t-ta nf T""""' 11ot•l• 1 Cll~lno l'l<IBOrt~, JflC.,
Truinp H<>U1ln I caainn n .. nort:n Doldingo, L.F. '"'"1 TnurQ;> Rotolo I Caaimo Re&<><t&
l'l'DI 3
"
AND
c""" lll!d <!Ball <lqlliV<'lQUt• ••• ' ' •••• ' ' •••• ' . ' ' ' ' .. ' ' . " . ' . " . ' . ' . ' ' ' ' ' . " ' ' . ' ~5.{~9 1u.. •~?
lfl""<>iv"l>l"'"• n•t , ••. , ............ , .••.... , . , , ... , , , "., .... , .............. . $l.7l5 tJ,686
:rnvont<1r1'1a •••••. ,, • . ••.•••••••••••••••••••.•• • ••• • ••••. • • '' ''. • • • ll.J2' J2,062
2,5~~
lluo fr<m1 aff:ll:l.ate6, niot
l'l'e~i" "~""""•
.......... . .......••.• •. •'' • • • • • • • • • •.
,...., <1U1<1r """""'ut ••••tf • • • • • • • • • • • •••••••.•••. '· ~'l
"'
1~.20~
ClJJUll>1T LDJlILl"l'lllSl
O\irr11nt J0.1.t11.:r1t111a <>! l<>!lfl·t•rm dobt 0'<>1:<1 ~l ...•...................... i?' ~~l 17,,,1
A<;:<;;m111to JiHll'O.bl.<J 1111'1 ""~""""" "~""""" ll1,j;~' i;o,l~a
l\.<.>cr1J.ad iut..,,·.,$t. ti11yll.blt> •. 2J,961 19,~11
----------- -----------
T.:.t11l Cun:o11t t.iabilittoa , 2~~.~~1 ,.1,10~
1,0~1,105 2,1s1,~~o
----------- -----------
M:INORI'!IY 1NTER1!ST , , 26,Si7 tB,196
http://206.181.209.22/ga/edgar/EdgarHTMLFiling.asp ll/28/2001
Edgar Online Filing Page 5 of 30
!lTCCKB01'1l&RS' £QUI'tY:
C_,.,, Ste><:!:, $.Ul (1$.1" v11.1UQ, 7S,00il,COO 11b.f.r1'11 authorin><I,
il4,2U~,7~~ ittu•d1 22,01g,oi1 wt1tt1.111;Hn1J ..... ,,,,,.,, .. ,,,,, ......
Clll.11.& lo C - St<!l<lll, $.01 p&t' "ll.1u6, l,QOO &M.t<IO.
llllthl'.ll'i:fld, illlUlld and "11tlltltnd~lllj' · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · • •
Jl.Miti<llllll 1:>11.ld VI C1>plt1tl , ••••••••• , •••••••••.
&S&,t•S 45~.6($
"""llllllllateo.'1 t\ef1c1t . . . . . . . . . . . . . . . . . . . . .
{320,538) o~~.,30)
---···-···· ···-···--·
11~.1·~ ,,,~,.
Tlltlll 8tookll.oldnrB' E(tl>J.ty " ' " ' ' ' ' " " ' ' ' ' "
----·····-- ---------.
Tot.al ~l.abl11ti<111 and &t<>cl!:h<>l<l.ur•' Eqc.ity •••••••.••••.••••.
' ~.l,,,151
""""~••••w• '................ ..
2,274.93'
~ ~
i'Ok THB 'l'lfflM Nm Nl~ )ll)H'l'llG l!l!lllllll Gllll>'l'l!'Ml!RR 3-0, aooo Mill 2001
(u1,.mdited)
~··
3~7,752 l,l,Z37 9~S 1 ll6 ~,~,Jal
COllT& Mm ""FW'iSotil'
~•M•~~~,-
········-··· -----·-·····
<:IJUl\ing (Jlh>te S)
;?Gl,81~ l~l, JO~~ ~57,$9~ l~a,,01
ll<Xllll! ••••••
7' 65) 7,f() 2),4t~ 11,001
J'QQ(J •114 BlrV$rlllrlr
l1,77Q ii.105 )•. ao~ ll,1119
Oel\er•lf.N,\ 1!4tltiDilltKlltAV(I "",".
10,622 6~,lOO ~1~,s•o 191,099
D11pN~iatinn &"'1 Am<'>rti:atinn •.•
l'll, 50~ l7,lij7 57, 'll4l s.i,,ae1
'.;I'~ ~J
1'Drl(!.·1 l'•il" ClDaino 01".,t" ••.
" "' -·--········
312, ,,c 296,730
~~~-·-~~~-
t93,l43 e&t,507
••••w•w•w••• •••w•••••••w ••••w•••w••• ••w••••••••w
G$,$79 70,J.79 1~9.$60 l$9,7~'
---···-·····
(a~J
(~3,500)
···--------
{59)
($4,$$1)
............
(1~1,76~)
"'
·---·----·--
0'1,3(2)
------------ ------------
1, 191
r----T•--•
,,522
----···-····
(21,8(1)
-···········
(15, 0921
(15,0~2)
·"
( .~tl
·"
22,010,027 22,010,027
·" ( .S~J
22,051,463 22,010,021
Th" aee""""•"YiftG' """"" Arfl .... illtflllrAl P"-""' <1£ th<>Be Q<lft<l&WIUd <:OUB<>lldat...S
fi"aru:lal Atat..,..,nta,
(unauO.it"'1!
f<'l<;>llJ~" iu ttwv.•""4•)
AneWll\\lH;oMI
c~
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~·
M<l.l.ti<>Ml
l!llid ill
Ca.pital
MC1"'Wlllt04
Poficl.t
~roheMiw
~ ..
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T,,..•nury
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St«:ll:JID14<n'•'
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ct..,;jfli itt "*lUQ of tr.t•»,••~
"*t• s.,.p (ll'ote 'I (SSt) (S$))
---------- ++•"+"""""
!lo,,,,$
""""-"""""
llt>l•nc•, DAOtoMlher ,O, 2001 .....
"' ' 45~,,45
·---~~-~Q-
• 01s.~101
~~·~-·-~--
{55~) i~~a.iooi
~~~~~·~~~~
J\.t e... .,..J:>q,, ,1, 2600 and hp'"~" )0, ~001 ~be;<;G ..... n> a•.20G.7GG ati..rGB <>t
~"""""',, St<><:lt iaau•ll .,..., l,~oo ah•""" <;>( c1..a11. D <'.:""""""' Gtom:'k 1•""""·
Th8 .t.<•companyin; notclll """ &.11 int01g-ral. po.rt of thla condC!.D.ll<>il canoolil!at<iil
f!C!.D.noial lltat.....,nt.
J'r;>R THE lfUlB OOIQ'l'BP lll'lllED BlllfTllMllRR lO, 200~ Ml> 2001
("""Ul'1itGd.)
mm Ln~• ··•·••·•·
"";luat<OATitA to:> r"e<'.u\Cil" """ lO~A to ""t """"
llMM t,..,,,. op<1rAtin11 d<"tc1v1tc1"~'
E><tr•ordinAry li!lill, tta~ nt .Un.=ity :lntnr<1Bt •••••• l~,,5~)
rn~uAna• ot d<1ht J.n .,,.ah1>.t1go tor •~i::rund. intnn••tc .......... , 7,!!S 8, ~9l
>lon-caBh increase in ~'s ~aetle Ptlt Nct.. s ................ , ••.•.•• , .• ,.,, i1G,2L1) (11,677)
llqulty lu l<:>•• of lluff:l.n{lt<m IU.Y.b<ir. 1•• 1•• c: .................. .,,., •• 2,328 ~.1.~
!:H!P"""iation aU<I ..,..,rti~ation 51,941 5t,B87
tli11<>rity io.1..,AJt in l«>t 11>11 {12,59U u,~011
A<o<::,-.,tiou ol diseout1ts Ott ...,:rtaaaa ...,taa ••• , ., , • , , ................ . ,,22& t,!C9
Atooi'ti•ation of d•f•=•d l<Hln """"'' , • , , . , . t,a1& ,,,og
frovisio!'.I fo:ir lnt••• qo He•iv!'.lbl•• •••• ,.,,, .•••••.•••••••••••••••••• ,.,.,,,,. f,S1t s.t~3
valuation allowanc" of CRDJI invaatments al>d """':rtisation <:>t l""iana
almlino c<>ar.• •••••••.••
Loas U11>i"l M d14"61lition ol prop&=Y ••••••••••••••••••••••
ln<:H•~· in rflCaival>HIS •• "........
bocr-00.no in invatttor!•t
. .•••••.•.••••••••.••••••••••••••••
m
t,t•a
(&ti)
q,770
tncniaeo i.'I. 1>th•r <;\1rr<!nt """"t" .......... , . , , , .... , , , , . , . , , . , , ... , , , , (t,719l 11.~~71"'
D<IQ..,.lla., in du• fr,.. "~filh.t.aa , •• ,, , , , , , , ., , , , , , , ,. , , , ,.
2~,SlO J.,Oll
(l,1~$) 13,61•1
l=reaao in other aaa<!ta ······••••·••••••••·•··············
~······--
-t cash flows provill<>d by """ratiov acti...itias U,9,907 ~$. 7~~
-------·
l:llSll Flll'llS ,ltll!f %NV1!:11'1'l00 N:l'tlVX'l'lllli<
tuwbaoo of ""®"rty a:ad e1;111.t-t. ""t (25,359) (10,B~~)
l.Ot,Q~G 9$,4.J~
or
---------
CAllllAllD CAllll l:IQUlVALtmS AT mtl
et.om:
PDlOD •• ,, ••••••••••••••••••••••••••
lltr&ru':S'l' l'.lt.lD , , , , , , , , , •• , . , , , , , , , . , , , , , , , . , . , .
$
...... 1~t,$tl
$ lOfi,150
........
.,~ ..................
$ l~t.~97
$ 104,,37
.................. ..................
SOl'PLl!MENTAL DISC:LO~ or
RO!l·CASH llCT?VlTlU:
ll<>~....be..-
l1. ~q1>t-1Mor 30,
2000
*••••*••*•• ...........
ano1
(unaui:li~u(l)
fr<>111.
f'J'll;»ll.<1 ""li'"n~ .. ~ 11.n(I Ot!'.IAr ~'"'"°'"'t 11.•!IAt~
2,
~- 9•1
~2~
12,208 "'
·-~-~------
17~.~~~ 2)9,202
t~'nllllfl' J:N ftmfl'• Iii Cl'Jil1'Llii Plll. ll'O'U:a • • . • • • ., ., , " , ••••••••••••• , ., •••• tQ, 101 1~1,776
Ff\01\>DTI' J\Nb tQVti'l'!Df'l', m:1' .................................. • •." " • " " 1, 81,, 0~$ 1,$09,171
l)JtntfllU:ll llOWI) .r..m;i t.ONI' llillill!Am:l: l:QS'>'S, RaT , • , , , , , • , · •• ·• · •• ·• 23,273 ~0,758
011'l:!tfl AfJ/ilH/$ (!Wt• ll . . . . . . . . . . . . , •• ,.,., •• ,., ••• ,., ••••••• 61, 19~ ~~.~~3
Cl1ll.REl<T LIABILITUIB:
cun•.nt ,..r11!l'iri111 ot lo"IJ·t•.,. .116l>t (K<'.1114 S) 21, 021 11,ttl
Ac~ount• payabl,. and IJ.~C1'u.11d
tl><l'.H>lli'ltl! ••• 147,G3g 1SO, 398
Ac~ru"d i.nt8raat pllyAlllA ••••••• , 2~,~67 79.117
~-········· ·····-----~
20,,S27 247,706
2,157,2•C
11.<>""""'lat"d OtllA:r C<>llll.>Tiib.o1"5iV" l'.OMI , , • • • • , "• •" • • • • • • •","" • • • • • • •""" "• < 55~)
~·• •t<><::k of TSell. ,, ........... , ........................... .. (lU,ZOOl (20.~00)
----------- -----------
1•~.0'l 117,~90
-----------
'.............. ...... ' .. ........ ....
2,199,1•1
~ ..~
l,l,,,,~~
~ ~
_,, 1'111iitllG
,.,-" lliM ICQ11tl:t•
_,,
&11pt(llll)).!r ~111.ltemb<lr ~~.
----------
lOQO lVQ1 2000 lOOl
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•l.4,6iG
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1.~GL~25
··-··--·-·
~.13~.~~8
OOSTB Mm illl:f'l:lNSES:
omnin" trM~n si ............. , 201,810 19i,it5 S,7,!~2 SSA,601
"""""' ............................ . 7,SSl 7,6,$ 2l,496 23,001
X11t'11t•t .,.:ll<iU:ISO
1,451
(54,6~5) ($5,l,2) '" •.110
o~s,Beo
2,ll20
(ll'''J')
l'.ltl>1n: DQJJ•apOtlltittY il1COl:MI (6"l).att&e) ••••••••• (86)
(Sd,~e11
($') (S94)
...............
uK1,1eu
'"
·······-··-
(iCl,343)
-------·-·- ----·····-· ----------
:U.eQUllll (L<>••) 1><11ore •QU!ty ln ton& ot lluttluvtou
unrl)Or, L.t.c. &M &><tr&o:t'd.in&ry i t - •••••. 13,079 lS,~911 (3:.i.10,1 !21., 6Qe)
liqll!ty 111 l••• of lluffingt011. llll.rllor, r..r..c. 09,) (~t6) (l,J~t) i:, 165)
---·--·---- ----·----- ---···---- -----------
:ma"'"" (l.oaa) bolfuru """""""":l."••Y J.t""' , . 12.~•J lS,01:0: (J•,•J7) (~),7t1)
1mt11:.. ordl.mu;y - i u (Notto ~l , , ' ' ' •" • • • • .. •• • .... 1,816 .tt, 9CJ
----------- ----------- -----------
m:T zN(:()fU,: tt.OSSl 14,11.9
...... ..............
~
l~.01:11
.... ........ ......
~ ~ ..... .......,,.
(19,~'''
~
(23,79J)
~······~~~~
-·
M""""1lo.t•4
~·~tner•'
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klaru::u,
"· ."'.' ........
!)oQ<llllbtilJ< ~ono '"' ~$2, ~0) $(,PO,l61J
' (lO,aOOJ lt2,0'~
..
--
CQlllCl;reholl#l.""
h'
ll&l11n~••
~
•••I>
U8pt-..r
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i<I ve.lu•
.," ........
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..............
in~O;r$#t
2001
:irate
'(~),,G~'l
~"""~"u'"
\559 I
(5$91
.................. (l0,100)
~11,193)
('5~)
"""""""""
'................. ..................
' 117,690
CO~DEKSE.'..)
FOR THE NINE ~ONTHS ENDED SEPTEMBER 30, 2000 AND 2001
(unaudited)
(dollars in ehousands)
2000 2001
l••uai>co of dob'< 11> excb.n.n11e f<:>r ""¢n.,.,I i11t11to<1t .................... 1, 339 8, 392
-.~c•o"C. ioxol"•••• in ~·· c111tJ.• flt; Not•• .................... .
\I~, 2tl) (11,nn
i:QultY ift 10•11 of ~uffiD.gt<>1> !larbor, i,.i..c. . ...• ,, ,, , •
2, !~B ~.165
n.11r11clatioa am! U1t1-rtiu1.tio11 ....................... , ••
~7.~'1
'· 3~a
,,,0,
S•,tS7
,,,0,
AmDrtizlltion of""~"'''"'"
Pr<>v1t1<m f<lt' 1"nsnn on ,...,.,i,...bl••
lo""""""" .. ,,,,.,.,,,,,.,,,,.,,,,
. , .. ., , , , , ",,,.,,,,,,,,,,..,,.
•.&1•
'· 61~ 5,~0J
vit1u1u:J.0tt 111lot1AMA "l CRDA in,,.,AG!lflnnn "n<!. uwrti:ration ot ludiana
gurlna ccsna ,,,,,,,,,,,,,,,,.,,,,,
LC1••!11ain) an dinpnnition of prvpertv
1,~,1
m
•.,.l
(ttD!
IncreaHe in rocniv!lblee • , • , , , • , , (J.l.l•5) <2.11•)
D<111:r11<1n11 :ln iannto:d.111 , . , •
lncn1aae
OOCl.'OASQ
in otli.(or Ou;(.:<..tt A!l9ete •' • • • • • • •• , • , , , , , , •••• , • , , , , •
in """ f:ron •tt:il:i<1t•• •• " ' •• " ' " . ' ' . ' •.••••.••••...•••. " ••
2s,s1s
"'
,.,7~'J '"
(l,&97)
2, 012
tucuitae in otller a•A•t• • • • • • •. , , , , , , , , ,
(1,t9S) (~, G\4)
Increase Cd.ac~"•"") i" acc<0u11t• .,,.val>l• •nc1 accrue<!. expen.o.,a
1•, 11• (3,~91)
---··--~~
~o.s~~ St,l68
lQ4,0~~ ~5,,.$
l'AIJB INT!mR~T P A I D · · · · " " " " " ' " " ' ' ' ' ' ' ' ' ' " ' ' ' ' " " " ' ' ' ' " " " " " " " " " " " " " " " " ' " " " " " " " "
..........
G l06,3!D
THCR, THCR Holdings and Trump Hotels & Casino Resorts Funding, Inc., a
Delaware corporation ( "THCR Funding"), have no operations and their ability to
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 ea.rning::c pe.r shaz:e as conwon stock equivalents have not been included as
they would be anti--dil1..1tive. The sha:r-::s of THCR's Class :a common stock, par
value $. 01 per share (the ''THCR Cl(!.SS B Common St_ock"), owned by Trump have no
economic interest and therefore are not considered in the calculation of
weighted average shares outstf.lnding.
Reclassifications
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Edgar Online Filing Page 13 of 30
10
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On April 27, 2001, Trump Indiar.a entered into a loan agrecuncnt: with a
bank g~oup for $27,500,000. Proceeds rrom the loan were u$ed 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 s1.;ap arrangeme-nt entered into
contemporaneously with the bank loan, the new debt bears a fixed rate of
interest of 8.85% on $10,000,000 of principal, and a floating rate applies to
the balance of the loan. AZ September 30, 2001, the rate on the floating portion
was a blended 7.86%. 'T'he loon 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 September 30, 2001, Trump Indiana's
derivative financial instruments consisted of an interest rate swap with a
notional a.mo1.int of $10,000,000 that effectively converts an equal portion of its
debt from a floating rate to a fixed rate. An unrealized 10$$ of $559,000
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.
In July 2001, the FASS issued Statem~nt No. 141 ''Business Combinations"
("SFAS 141") und Statement No. 142 "Goodwill and Other Intangible Assets" ("SPAS
142"). SFAS 141 is effective a~ 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 fo~ by the purchase method that are co:r.plete after June 30, 2001,
There are also transition provisions that apply to business combinations
completed before July 1, 2001 that were accounted for by the purchase method.
SFAS 142 is effective for fiscal years beginning after D~ccrnbcr 15, 2001 and
applies to all goodwill and other intangible assets recognized in an entity's
st.atement of financial position at that date, regardless of "1hen those assets
1
were initially recognized. THCR does not believe that the provisions of SFAS 141
and SFAS 142 will have a material effect on its financial position or results of
opei::ations.
11
hUp://206.181.209.22/ga/edgar/EdgarIITMLFilmg.asp 11/28/2001
Edgar Online Filing Page 15 of 30
follor,1ing deb".: issues of THCR and/or its subsidiaries are affected: {i) 'l'HCR
Holdings and 'l'HCR Funding 15-1/2% Senior Secured Notes due 2005, having a
semi-annual interest payrnent due on December 15, 2001; (ii) each of Trump AC and
(A) Trump Atlantic City Fc1nd.ing, Inc., (B) Trwnp Atlantic Cit;y Funding II, Inc.
and (C) Trump Atlantic city Funding III, Inc. 11-1/4% Mortgage Notes due 2006,
ha,ri ng an aggregate semi-annual interest payrnent of $ 73, 12 5, 00 0 which was due on
November 1, 2001; (iii) Castle Associates and Trump's Castle Funding, Inc.
("Castle Funding") 10-1/4% Senior Notes due 2003, having a semi-annual interest
pay:nent of approximately $3,178,000 which was due on October 31, 2001; (iv)
castle Associates and Castle Funding 11-3/4% Mortgage Notes due 2003, having a
semi-annual interest payment of approximately $14,226,000 due on November 15,
2001 and (v) Castle .?\ssociates and Trump's Caf;tle Hotel & Casino, Inc. ( "TCHI")
10-l/4% Senior Notes due 2003 (referred to as the "Working Capital Loan"),
having a semi-annual interest payment of approximately $256,000 which was duo on
October 31, 2001. These interest amounts have been included in current
liabilities at September 30, 2001. THCR is seeking to negotiate the terms of the
public debt in light of the economic consequences of the September 11th
terrorist attacks on the World Trade Center which have led New York State to
approve the largest gambling package in its history, which includes six casinos,
three of which will be ninety 1ninutes awdy from Manhattan in the Catskills, and
video slot utachines at nurnerous racetracks, including Agueduct in New York City
and Yonkers. 'l'HCR intends to pay interest upon the completion of a successful
negotiation.
The ability of THCR to repay its current and long-term debt when due
will depend on the abili~y of Plaza Associates, Taj Associates, Castle
Associates and •rrurnp 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, especially in light of New
York State's Yecent approval of the largest gambling package in the State's
history as a consequence of the September 11, 2001 terrorist attacks on the
world Trade CenteT and the subsequent effects on New York's then already
softening econoMy. The future operating performance and the ability to refinance
such indebtedness will be subject to the then prevailing economic conditions,
industry conditions and numeroue other financial, business and other factors,
many of which are unforseeable and/or beyond the control of THCR. There can be
no assu::cance that thA future operating performance of Plaza Associates, Taj
Associates, Castle Associates or Trwnp Indiana will be sufficient to meet these
repay1nent obligations or that the ge:ieral state of the econony, 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 on favorabl~ terms, or at all.
12
13
RESULTS OF OPERATIONS
Capital expenditures for THCR were $25,358,000 and $10,860,000 for the
nine months ended September 30, 2000 and 2001, respectively.
Tribe's construction loan. r·HCR Management's financing from the lenders bears
inte't'."est at the rate of 9% per annum and matures in November 2006. The fir:ancing
is secured by (i) a pledge of the promissory note from the Tribe, (ii) a pledge
of manage1nent fees and (iii) a limited guaranty of TrtLL'.p. The Tribe's
construction financing bears interest at the prime rate plus 1%, and matures in
AuguGt 2007. THCR Holdings, throuqh its subsidiary THCR EnteYprises, has agreed
to indemnify Trump against: any losses incurred by Tr-wnp in connection with such
guaranty. The indemnity obligation of ~HCR Enterprises is secur¢d by a pledge of
certain secuYitics held by THCR Enterprises. In November 2001, $11,000,000 of
the $18,800,000 was drawn down by THCR Management.
14
The indentur.e govern.i ng t.he Senior Notes (the "Senior Not.e Inderitu.re" l
restricts the ability of THCR Holdings and its subsidiaries to make
distributions to partners or pay dividends, as the case may be, unless certain
financial ratios are achieved. Further, given the rapidly changing competitiv~
environment, THCR's future operating results are uncertain and could fluctuate
significantly.
The ability of THCR to repay its current and long-term debt when due
will depend on the ability of Plaza Associates, Taj Associates, Castle
Associates and Trump !ndi~na to generate cash from operations sufficient for
such purposes or on the ability of THCR to refinance such indebtedness. Cash
flow from operations may not be sufficient to repay a substantial portion of the
principal amount of the indebtedness upon maturity, especially in light of New
York State's recent approval of the largest gambling package in the State's
history as a consequence of the September 11, 2001 terrorist attacks on the
World Trade Center and the subsequent effects on New York's then already
softening economy. The future operating performance and the ability to refinance
such indebtedness will be subject to the then prevailing economic conditions,
industry conditions and numerous other financial, business and other factors,
many of which are unforseeable and/or beyond che control of THCR. There can be
no assurance that the future operating performance of Plaza Associates, Taj
Associates, Ca$tle Associates or Trump Indiana will be sufficient to meet these
repayment obligations or that the general sta~e of the economy, the status of
the capital markets generally, oz: the receptiveness of the capital markets to
the gaming industry will be conducive to refinancing or other attempts to raise
capital on favorable terms, or at all.
15
Mritia ¢otisolid.ata4•
76.l
!11<1>ro• l!$v<n111(1! • •, , , , •, , • • • • • • •
Ltosil' Pr<>DDtioru\l All,,..&nccs
lll.S
1~ .e
1es. 6
21.' ,.,.o
3~ 101..~
13-6
4)4.~
5,.a
96 .o 81.B 37~ .~
"' 31.3
~$. $
1 B .S
L' ..,
'-~ .R
11.$
20Lff
10.f
10.6
v.oprll.eiatimi. r. JIM><ti•"tit;m •. • •• ••• 1~ .•
"'
(J,2.1)
{l~. ~)
~8.•
{~J.
'
iii.~)
.
l)
LO
'·'
11.11
11.~)
15. 0
p
(lt.J)
(1•.0)
...
116.6
(5.,..9)
(53.S)
(,.~)
' •••
Inte:r:company eliminat.i(Jns and expenses of: THCR and 'l'HCR Holdings are not
separately shown.
rlnrn
A.o!l<>ciate~
--------"·
'"
'tll.r<l<ll - t l l l l
""" ---------------------
,.,
-------------------------------
""'"'
A8l100:!l1te<1 It1dl1r.t1.<1.
.. ~ept..m.i>:
,.,
Mll.t'i""
nao1
~"
<lOflAOlidlot<11l.•
------------
Moll•r• in ltllli-81
a.o<Mng ••••••••• ,,,,.,,,,.,,,,,,,,.,,,
Other • 4Q,$
1g. 5
$148,$
~1.1 ...
•a1.o ' ''·' 18. 5
$34J.3
71.li
N<>fl-oPetntin(I I n ¢
lntor•m~ lil><pO!tllll
... ... ... ...
1a.~
(12.1)
l5
(~).')
.~
u.~)
lJ .1
OS.1)
70.
..,
(S5.3)
~
( 12. 0) .OJ
(0 .6)
11~ (~•. 6)
(O.fi)
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Edgar Online Filing Page 20 of 30
(S.S)
* rntercompo.ny eliminations and expenses of THCR and THCR Holdings a.re nut
$eparately shown.
16
Macciatea
'"'
Ma<><:i&tell
..........
"'
XAdi&M
(dollar• ln odlli(rUa)
·
~·~ '""
Co11•<>lldate<l:
"""""""""""~
" • "'
~r
&lat. ll.<1,,.,.,u•a ~5. "'9 i~.)
~' .l 2l,.9
$lot 11ancll• 1,21g.6 l,&,l 7~4.1 ~l.12S.l
Slot. Win P•,..,,•»taqa , • , , , , , , , , • 7 .g.. ~.7% 7.8.. 1.1..
l'lu•l<>•nr ct Sl<>t Ml.<lhin•• , ••. ,, SS2 .l,211 2,~1S 11,171
Q~h>' IJMlip.g 11.,,~\IAIJ
'l'Ot<lll (Ulldl)g llllVllllU..11 t~5
•••.6 ~,.6
•••
a2 .1 l~1.$
•••
Thrno Manthe
"""""""""
8Bptmnber
"·
~-· ........ "" ......... """""" "" """ """"
2001
l'la~a
Nl~<">lat~K
'"'
"600~1 ....... ~
~
•...S:lo.U¥1
"'
tllirt11a ''"'
¢nru1oli<1•t<1<1
"""""""""" ·····----·
in irdll.ion•)
-----·······
(llolla"~
•••
25.5
10.~J •• ••• 5
1~.~
(,,,) (
9$.$
~~. $)
••
J:uor U>u<J"! """'" i;.rl<:>r P•rJ.«'I
111.2 572.0
'l'ab!.a 0..... 1)rop . . . . . . . . . . .
•
15t. 5 2~9.9
'
'·'
..
..t.8.
()1.Q)
1!.0%
;>ta.
"'
(~.,)
17 .l..
"' r;ite.
07.CI
1c.1..
(1.2l pta. ...
(95.0)
11.~\.
ptw •
U\lJOlMlt of Tabla GllUlllUI ••••••••••••••
l:ncr (Daer) ovor prior 1;1<>rlod. ••. ''°' '"'" "' "' "'•
aloe IUIV<ll"'"" •••••• ,,,,,,,,,,,,,, 63.0 ~·-l 25 .1 ~5. 1
'' ~,~.o
2,a,a
..
pt.•·
15 .s
1.6..
cn.J) pt.• •
.i, a21
1.2..
•••
J.,~60
pt•·
'6.7)
7.8\.
•••
l,521
ptM.
''
11,51!
jO.j)
1.1..
••• pto.
' ''·'
1.2)
l,J,a
(Q.~)
{1(.6)
Gaming revenues are the pt iutQ.t:Y source of THCR' s revenues. Table gaines
revenues represent the amount .retained by THCR fro1n arnounts W<J.gered. at: table
games (table garoe drop) The table win percentage tends to be fairly constant
ov~r the long term, but may vary significantly in the short term, due to large
wagers by "high rollers". The Atlantic City industry table win percentages were
15.1% and 16.1% for the three months ended September 30, 2000 and 2001,
respectively.
General and administrative expenses were $66.3 million for the three
months ended September 30, 2001, a $4.3 million or 6.1% decrease from $70.6
million in the comparable period in 2000. The decrease is primarily attributed
to reductions in entertainment and x;-egulatory expenses at the Taj Mahal,
insurance and advertising expenses at Trump Plaza and approximately $0.9 million
in corporate overhead.
17
Comparison of Nine-Month Periods Ended September 30, 2000 and 2001. The
following tables include selected da~a of Plaza Associates, Taj Associates,
Trump Indiana and Trump Marina.
~~·' 2oa.s
Oth11r • , , • , •••••• , ~.7
$
•1.•
<Jr(>"~ """"'"'"$ ~oo.o 9~.l 2~5.J 1,1~1.J
Ln••• Promotto....1 All.,.,n.nc11n ••. ,O,J 2.7 31.1 137.n
Nnt Rovonuon ••••••• , •• , ••••••• , 43&.1 1,024.&
11on-opB".o.ting Inc.,,...
tntatf!At £>cpfln~Q • , •••• '·'
(3S.8) "·'
(70 .1) '·'
(fl.l) (165.~)'·'
(35. i) 1•1.s1
* Intercompany eliminations and expenses of THCR and THCR Holdings are not
separately shown.
l'l•"'•
Mltooi•t•~ "'
Mo<>QilltM•
·-------- ----------
Xll4iMUA
~
l'!Ar1MI ~·
COtll<>11<'14t•4•
------------
\dO.lllCJ in lltll\ioUIJ)
Oami<1i;r
Othvr , , , •••..•..
Z49.G
55. J
·~0- 7
$~ .• ,.,
93.1
• 2~1.4
,~.l ' 9($.(
110.~
lO(.~
~9·~
&IJ, I
S.t. •.t.
1~0.1
,.. '''· 7
11.2
1,111.~
128.1
CQ•t• anti
!lmid<>lil
Otll<nl • , •••.•••••••..•••.•••••••.
0011.,rnl !" ,..,.Uniotro.ti-v-11. .........•. ,
D<:lprn~iation 11 Amrlr1:i~11.tion
lSS,9
lt.t
''·'
11.4
227.l
.
,27.2,
25.3
S5,'
"'
21.6
••
11g. t
10.J
50.(
l!' ~
55$ .6
SL9
l~S.l
~· ,g
2)1.~ l~&.U 81.~ l~l.~ ~,u.s
""
()6 .t)
7(. 7
•••
( 69 .9)
10.6
••
(4.0)
...
il.~
(66.b)
1)9.?
,.,
(1~•.5)
(2,2) ().))
c1.~1
'·' ••• tit.1) Ca3.6l
* Int<'!rccmpany <'!liminations and expenses of THCR and THCF. Holdings are not
separately shown.
18
,_
lndl"""
(do1ln"'" in lllilli<u>aJ
$7. 0 $ 2&3.)
Tabla G!l!llB llBV<!llU<IS ••.•..••••.••••••••••••
Tabla G!l!llB Drop.,
'l'nl>lo Win P<1"<'9<1tn90. 11 .2..
"
121 .7
l~ - 1'<
3~S.S
lb' .a..
$1,~~5.~
16. , ..
- . , , . Qf T<1bl$ Q...... ~. ,~,
$lot llovonu<oM.
lll~t; ll•u1<U~ ..
71.?
1,10?.~
'" "
150 .J
l,9lfl.~
$ ~S4.2
$6,S74.8
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Edgar Online Filing Page 23 of 30
1Waoc1ates
T&.llle
Tu.hie
·-
,.,,,.·=··-
•=·
11..VOUllOB, •••• , ••
<Door) oveo poioo P<'tl<>d·,, ·
nrup
(DU<:r)
.........
., '."' .....
<We• prior pgrtt>d .••.
............
.
13.9
•~6.e
'
( 61. 6)
1l6. 0
(\~.Q)
7~S.O
(68.ll
18.8
(l.~)
10~ .s
(l4.2)
ti .0
I~
297. ~
t•2 .Ql
.0) ••
••
2~G.
(26 .6)
l,5~~.1
{1~6.1)
I
•=·
•=·
~I.<> hroei;1:1:•9'l
~rof Tllblo
(Du"d Over prior period
<>-•··· ............
"'
11.~'li
o.; pt•.
"'
l~.l'li
I a. 7 J pta.
"
1G.1..
'·' pta.
'"
·········· "' 74.,
•• tsa...,e
'''
Glo'I; '-ovonuo• l7~. 7 2S7.6 6~1.0
....
Sl<>lt ltMl4l<1 •• "" ••••••••••••••••••••• 2.z~,,,
1,308
' SI.~
1.1...
10.l)
l,S26
' 82.1
7 .61\1
•••
,,.
.1.1,)80
l)t.8.
•=· ..........
,,.,• ., pri= l'"ri<><I •• ,. t•~
.."'" "
(~<1r)
Qtb~r ~..Um;r R~v"nu"n " 11.1 •••
17.7
·=·
T6tlll
'='
(llfl~>:)
(i:>O~IO
""'"~" pri.::.t" ~tirxl ..
alllni11.11 Rovomi.on •• ,
ov~r
...............
prl.;:ir p$rl<><t.
24~.,
"·'
400, 1
il•.21 ..,
9!.7
Io. 6l
lUL'
17.1)
(0,l)
g,5.,
(19.9)
Gaming revenues are the primary source of THCR' s reven11es. T.fl.ble games
revenues represent the amount retained by THCR from amounts wagered at table
games (table game drop). 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", The Atlant:ic City industry table win percentages were
15.6% for both the nine months ended September 30, 2000 and 2001.
Slot revenues increased $6.8 million or 1.0% to $651.0 million for the
nine months ended Septenber 30, 2001 from $654.2 million in the comparable
period in 2000. Increased slot handle of $149.1 million at the three Atlantic
City casinos, due to innovative marketing initiatives and sustained programs
designed specifically for the slot player, primarily contributed to the increase
in revenues. Trump Indiana's slot .reven·.les in 2001 increased $3.2 million or
4.5% from the comparable period in 2000 due to a 0.7% increase i~ hold
percentage, which totally offset a $66.7 million or 6.0% decrease in slot handle
from the CO!r.parable period in 2000.
19
General and administrative expenses were $198.1 million for the nine
months end~d September 30, 2001, a $13.2 million or 6.2% decrease from $211.3
million in the comparable period in 2000. 1'he decrease i.s primarily attributed
to red1.ic:tions in insurance, litigation a::-td entertainment expenses at the Taj
Mahal; entertainment, insurance and advertising- costs at Trump Plaza and a $5.l
million decrease in corporate expenses. The decrease in corporate general and
administrativ-e expenses is due to the downsizing of the New York corporate
office and an aircraft lease termination in 2000, as well as decreased legal and
lobbying costs in 2001,
Seasono.lity
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20
plaintiffs also alleged that various parties committed violations of the federal
securities laws for alleged omiss.ions and mis.representations 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 state1nent delivered to
THCR's stockholders in connection with the Castle Acquisition. The plaintiffs
sought removal of the directors of THCR, and an injunction, rescission and
damages.
Various other legal proceedings are now pending against THCR. Except as
set forth herein and in THCR' s Annual Report on f'orm 10-K for the year ended
December 31, 2000, THCR considers all such proceedings to be ordinary litigation
incident to the char;;J.c:ter of its business ei.nd not material to its business or
financial condition, THCR believes that the resolution of these claims, to the
extent not covered by insurance, w.ill not, .indi.vidually or .in the aggregate,
have a material adverse effect on its financial condition o~ results of
operations of THCR.
21
Subsequent Events. On October 31, 2001, THCR and THCR Holdings issued
a press release and filed a Current Report on Form 8-K with the SEC, attaching a
copy of the press release as an exhibit thereto, announcing therein that THCR is
seeking to negotiate the terms of the public debt and is withholding interest
pa:r'Tl".ents thereon until such time as discussions betv.reen 'I'HCR and the bondholders
have been finalized. The following debt issues of THCR and/or its subsidiarie5
are affected: (i) THCR Holdings and THCR Funding 15-1/2% Senior Secured Notes
due 2005, having a semi-annual interes'.: payment due on December 15, 2001; (ii)
each of Trump AC and (A) Trump Atlantic City Funding, Inc., (B) Trwnp Atlantic
City Funding II, Inc. and (CJ Trump Atlantic City funding III, Inc. 11-1/4%
Mortgage Notes due 2006, l1aving an aggregate semi-annual lnterest payment of
$73, 125, 000 which "'as due on November 1, 2001; (i i.i) castle Associates and
Castle Funding 10-1/4% Senior Notes due 2003, having a sem:i-?nnu.;i.l interest
payment of approximately $3,178,000 which was due on October 31, 2001; (iv)
Castle Associates and Castle Funding 11-3/4% Mortgage Notes due 2003, having~
seroi-annu?l interest payment of approximately $14-,226, 000 due an Nove1nber 15,
2001 and (v) Castle Associates and TCHI 10··1/4'.l· Senior Notes due 2003 (referred
to as the "Working Capital Loan"), having a semi~annual interest payment of
approxintately $256, 000 which ;..·as due on October 31. 2001. These interest amounts
have been included in current liabilities at September 30, 2001, THCR is seeking
to negotiate the terms of the public debt in light of the economic consequences
of the Septemb~r 11th terrorist attacks on the World Trade Center which have led
New York State to approve the largest gambling package in its history, which
includes six casinos, throe of which will be ninety minutes away from Manhattan
in the Catskills, and video slot machines at numerous racetracks, including
Aqueduct in New York City and Yonkers, THCR intends to pay interest upon the
completion of a successful negotiation.
be completed in the second quarter of 2002. To enable the Tribe to complete the
construction. 'L'HCR 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. THCR Management has entered into a loan agreement with various lenders,
whereby the lenders have agreed to loan up to $18,800,000 to THCR Management
which W.'.Lll, in turn, use the net proceeds to fund its participation in the
22
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 'l'rwnp. 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 ser.1.ired by a pledge of
certain securities held by THCR Enterprises. In November 2001, $11,000,000 of
the $18,800,000 was drawn down by THCR Management.
a. Exhibits:
None.
The Registrants did not file any Current Reports on Form 8-K during the
quarter ended September 30. 2001.
23
SIGNATURES
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Edgar Online Filing Page 29 of 30
financial Off1cerJ
24
SIGNA'rURES
Date: November 14, 2001 By: TRU!llP HOTELS & CASINO RESORTS, INC. ,
its general partner
25
SIGNATURES
26
..,, Docwnent
.. )3_jl$~
I> C.=.l'll;;e
"' 9Jher Events
~ Financial Statements/Exhibits
.. List of Exl!ihit>
Ill> filgnatu_i:_es
I> Exhibits
"' Exhibi1lnMx
"' Additional Exhibits 99.1
WASHINGTON 1 DC 20549
FORM 8-K
CURRENT REPORT
PURStJAN":' TO SECTIDN ::_3 CR 15 (d) OF 'I'llE SECURITIES EXCH.1l_.NG!'.: ACT Of' 1934
Date of report (Date of "'arlie.s": event repo~t ..d): November 28, 2001
CSt1>.t<1 o.r otb•r jur•~di~ti"" of (C.,_,,•••'>n Fil" lllurob~r) (l.R.S. i)opl<>;ro•· ld<:!utif.lt.!•t•""'
incocpo~aticm) 11.-....i
C$t.llt" oir ot.her )Uriod.h:ti<m Pi (C-.i11"~"'" ril• ~rl (l-R.G. ~\'>~" ldentit~""tlnn
incoq><>1ra tion) U\>llb<i>~ ~
(~t.l\~.111 '"" nt.h"~ )ui:i•<ll"t~nn nt (('"'"""'""ion f~l" """1h<>i:) (t 111;.$, Ell\l>l<>:1r•~ ld•m~if~.,.\.,..,.
if>norp<>r11~ion) lfUl!Wer)
l:iled ~e an exh.ibit hereto is <: News ?.clca.sc, dated Novembe.t: 28, 2001,
filed by Trump Hotels & Casi~o Re~orts, Inc. and ~rump Eot~ls & Cas1no Resort~
Holdings, L.P.
(c) Exhibits;
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99. 1 News Release of Trump Eotels & Casino Resorts, Inc. and Trump
Hotels & Casino Resorts Holdings, L.P., dated ~ovember 28, 2001.
5IGNA'.:'URJ:;S
http:i/206.181.209.22/ga/edgar/EdgarHTMLFiling.asp I1130/2001
Edgar Online Filing Page 4 of6
EXHIBIT INDEX
99.l News Release cf Trump Hotels & Casi~o Resorts, Inc, and ~rump
Ho:cls & Casino Resorts Holdings, :...!?., d.;i::ed '-'lovember 28 1 200~.
8XHIBI'1' 99.1
~EWS RELEASE
November ?8, 2001
FOR IMM.::OIATE RJ;;LEASJ.::
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Edgar Online Filing Page 5 of6
TRUMP ATLANT:C CITY ASSOCIATES ANQ TRCMP ATLANTIC CITY FUNDING, INC. 111/4%
Mortgage Notes due May 2006;
TRUMP ATLI\NTIC CITY ASSOCIATES AND TRUMP ATLA!\TIC CITY FONDING II 1 I~C.
111/4% Mor:gage Notes due May 2006;
TRU~F ATLANTIC CITY ASSOCIATES AND TROMP ATLANTIC CITY FUNDING III, INC.
111/4% Mortgage Notes C~e May 2006;
TR'.JMP'S C.l\.STLE ASSOCIATES, L.P. 101/4% Senior Note:;; due .Z\p:::ll 2003;
TRJMP 1 S C.1\STLE ASSOCIATES, L.P. 1:3/4% Mortgage Notes due No·.;ember 2003;
and
TK.UMP 1 S CASTL::<:: HOTEL & :::AS I NO, INC. 101/4% Senior Notes due April 2003,
The T:ump name, related trademarks and m;;inage:ncn: continue to serve the
Atlan::ic City properties well, wit:'\ the ':'rump Taj Mahal again finishing #1 in
At lan::ic City for :he ;non th of October w:'..th a "win" of $42, 1 million. This #1
finish w.;is acbieved '1-otwj_ th.$t;inding the h\,lndreds of rr_illions of dollars of
'._nves:.me:'lt being spe:1t by its netJ.rest COF.tpetit:ors on enlargement, plant and
equipment.
Atlantic C:.ty appears destined to take a treffiendous economic "hit" from New
York State gamb'..ing, far beyoc1d anyt.'"ling e;rer cortemplated oy previous
proposals. In order ::o posi::ion its properties for the fut·.Jre, appropriate
concessions are being soughc by THCR.
http:/1206.181.209.22/ga/edgar/EdgarHTMLFi!ing.asp 11/3012001
Edgar Online Filing Page 6,of6
return to filings
TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP ATLANTIC CITY FUNDING. INC.
11114% Mortgage Notes doe May 2006;
TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP ATLANTIC CITY FUNDING 11, INC. ,
I 1114% Mortgage Notes due May 2006;
TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP ATLANTIC CITY FUNDING Ill, INC.
I I 114% Mortgage Notes due May 2006;
TRUY!P'S CASTLE ASSOCIATES, L.P. 10114% Senior Notes due April 2003;
TRUMP'S CASTLE ASSOCIATES, L.P. 113/4% Mortgage Notes due November 2003; and
TRUMP'S CASTLE HOTEL & CASINO, INC. 10114% Senior Notes due April 2003, (collectively, the
''Bonds11)
THCR looks forward to the negotiation and completion of a definitive agreement \Vi th respect to the
Bonds prior to the due dates of the next interest payn1ents on the Bonds. If a mutually satisfactory 1
agreement is not reached, there can be no assurance that such payments will be made in the future. I
The negotiations \\dth the bondholder group 1,.vas precipitated by the Scpten1ber 11 attacks on the World
Trade Center which, in turn, led New York State to pa:;;s the largest gaming bill in its history. '
The Trump name, related trademarks and managen1ent continue to serve the Atlantic City properties
well, with tlie Trump Taj Mahal again finishing J\o. 1 in Atlantic City for the month of October with a
''Vv·inu of $42.1 million. This No. 1 finish \Vas achieved not\vithstanding the hundreds of rr1illions of
dollars of invest1nent being spe11t by its nearest con1petitors on enlargement, plant and equiprnent. ·
Donald J. Trump, Chairman, Chief Executive Officer and President ofTHCR, stated "Vie are very
happy vvith Trump l'aj Mahal again being No. 1 in October and like'l),·ise the success of our other 1
operations and are very much looking forward to making a deal which will reflect the economic realities
of the present day. We want also to invest in our facilities in order to keep and even further enhance our
current status."
Atlantic City appears destined to take a tremendous economic "hit" from Ne~· York State gambling, far
beyond anything ever contemplated by previous proposals. In order to position its properties for the
future, appropriate concessions are being sought by THCR.
Trun1p Hotels & Casino Resorts, Inc. is a public company which is approximately 42% owned by
Donald J. Trump. THCR is separate and distinct from all of Mr. Trump's other holdings.
The Private Securities Litigation Reform Act of 1995 provides a ''safe harbor" for forward~looking
statc1ncnts so long as those statements are identitied as forward-looking and are accompanied by
meaningful cautionary statetnents identifying important factors that could cause actual results to differ
materially fron1 those projected in such statements.
All statemenls, trend analysis and other infornlation contained in this release relative to THCR's
perfonnance, trends in THCR's operations or financial resultsi plans, expectations. estimates and beliefs,
as \vell as other statements including words such as "anticipate," "believe," "plan," "estitnate,"
"expect," "intend" and other similar expression, constitute f'orward~looking statements under the Private
Securities Litigation Reform Act of 1995. Jn COririection \Vith certain fonvard-looking statements
contained in this release and lhose that may be n1ade in the future by or on behalf of THCR) 'fHCR
notes that there are various factors that could cause actual results to differ materially fro1n those set forth
in any such forward~looking statements. The fonvard~looking statements contained in this release were
prepared by management and are qualified by, and subject to, significant business, economic,
con1petiiive, regulatory and other uncertainties and contingencies, all of\vhich are difficult or
impossible to predict and many of which are beyond the control of·rHCR. Accordingly, there can be no
assurance that the forward~looking staten1ents contained in this release will be realized or that actual
results will not be significantly higher or lovver. Readers of this release should consider these facts in
evaluating the inforrnation contained herein. In addition, the business arid operations of THCR are
subject to substantial risks, which increase the uncertainty inherent in the foiward-looking statements
contained in this release. 1'he inclusion of the forward-looking statements contained in this release
should not be regarded as a representation by THCR or any other person that the forward-looking
statements contained in the release will be achieved. In light of the foregoing, readers of this relea.o:;e are
cautioned not to place undue reliance on the forward~looking statements contained herein.
('ontact:
KC~QWltt, Se"$0~, Torres & Friedman
More Quoits and News: Trump Hotels & Casino Resorts Inc (NYSE:ll!I - lllil'.li)
Related News Categories: banking, gambling, r5:.aJ_e.~ti1Jt.
http://biz.yahoo.com/bw/011128/282590_1.html 11/30/2001
Yahoo - Trump Hotels to M<tke Interest Payment Page 3 of3
Copyright© 2001 9u~~_§_i!._W.!i:.~· All rights reserved. All the news releases proVided by Business Wire are copynghted. Any forms of copying other
than an indi'.'klual user's personal reference without express written permission is prohibited. Furttier distribution of these materials by 'posting,
archiving in a puOl1c web site or database or redistribution in a compuler network i!l slridly fortlldden.
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27-0ct-99 4.25 4.25 4.0625 4.0625 43,800 4.0625
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...
. /,
• All-Star Cafe
....- - - - - - - - - - - - - - - - - -
PREPARED FOR
RtPLYTO:
NJ Office
Pursuant to your authoril.atiorz, an inspection and a Restricted Appraisal Report of the above
captior:ed pre1nises has been tnade in order to e;,timate the Market Value of the Fee Simple
Estate, as of S~ptentber 15) 1999. Market Value is defined within the report, which contabis the
collective daLa and analyses upon which our estiniate is concluded.
The attached report is a Limi!ed Appraisal in a Restricted Report Format which is intended to
co1nply wirh the reporting requirernents set forth under Standards Rule 2-2(c) of the Uniform
Standards of Professional Appraisal Practi'ce for a Restn'cted Appraisal Report. As such, it
presents only sumn1cvy discussions of the data, reasoning, and analyses that were used in the
appraisal process to develop the appraiser's opinion of value. Supporting documentation
co11ceming the data, reasoning, and analyses is retained in the appraiser's file. The depth of
discussion contained in this report is specific to the needs ofthe client and for lhe intended use
stated 'Yvithin the report. The appraiser is not responsible for unauthorized use of this report.
Fwthermore, in accordance with prior agreen1ent between the client and the appraiser, this
report is the result of a limfred appraisal process in. that certain allowable departures from
specific guidelines of the Uniforrn Standards of Professional Appraisal Practice were invoked.
The intended user of this report is \vamed that the reliability of the vafue conclusion provided
may be impacted to the Mgree there is departure from specific guidelines of USPAP.
Trump Taj Mahal Casi.no Resort is located at Virginia Avenue and the Boardwalk in Atlantlc
City, Ne1v Jersey. The casino/hotel co1np/ex is bounded by the Boardwalk and the Atlantic
Ocean to the sourh, Pacific Avenue to the north, Pennsylvania Avenue to the west, and
M(J!)•lan.d Avenue to the east. The fUbject of this report consists of a 27,000± square foot
resto.urmit1 occupied by the All~Star Cafe.
1 ,....:orthfield Avenue, Swilr JC&, West Orange. NJ 07052 • 973J2S.9100 • 110W~ll Street, Sv'i!e lSC, Nc,vYork, NY 10005 212.233,2221
Vis1't o~r wd.i ~i1c al \vv.w,apprJisalgroup-on!i ne?.com
IRWIN J. STEll'.\BERG Associ~1cs, .Jj64 Whi(e Ced;ir lane, OclrJy Beach, FL 33445 • S61 A99.&21 O
The purpose ofthis report is to cstiu1aie the market value ofthe property, ln an "as is" conditio~
including all of tenant's personal property (except specialty trade fixtures), furniture and
furnishings and all trade fixtures including all kitchen equip1nent associated with the subject
property (as specified in rhe fatly exccufed 'Termination of Lease Agreemerit" ~dated September
15, 1999).
ThLr letrer i.r not the appraisal, but merely serves to transmit the attached appraisal report wul
to convey the final conclusion of value. The altached report includes Definitions of Market
Value, and of the property rights appraised as if free and clear of mortgages. The appraisal is
subject to the assumplions and limiting conditions set forth in the appraisal report. Although the
property is encumbered by a long·tenn lease to rite "Official Alf Star Cafe'; this lease has been
considered within this report, as "''ell as economic datc1.
In January, 1996ALLSTAR CAFE (Tenant) entered into a lease agreement with TRUMP T.'11
MAHAL /1SSOCIATES (Landlord) for a tenn oftwenfy (20) years, con1rnencing Noven1ber 1,
19961 wirh wi aggregaJe base rent of $201 0001 000 ($1>000,000 per annum). In addition,
01vnership has reported that the tena1lt has invested in e.xcess of $231 000,000 in inten'or
improven1ents1 build~outs and f?f0:£. Therefore, the total rental cost to the tenant is $21 1501 000
per annum (($23,000,000/20)+($1,000,000)), reflecting $79.63 per squwe foot, which is
somewhat above the market data for .similar raiv restaurant/retail space. Based on a 12.5% cap
rate, tile indicaled value is ($2,150,000/.125) $17,200,000.
Funhemtore, comparable economlc data for similar casino restaurant/retail space reflect a
rental of $65.00± per square foot, which reflects raw, unfinished space. Should the subject
property be exposed to the open 1narket, it would commam:l an economic rental of ${i5.;00 per
square foot. Based on market rent of $65.00 per square foot, the gross potential lncome is
c>timaied al ($65.00 x 27,000 Sf) $1,755,000. Based on a 12.5% cup rate, the iwlicatetivalue
is ($1,755,000/.125) $14,04D,()()0.
The above deviation in. rental. and value are the product of the tenanJ. improvements. The All
Star Cafe ('Cs is'/ value includes interior improvements, build·outs and FF&E, The market rent
is for raw space otzly. The PW (Present Worth) of the interior improvemenJs, build~outs am!
FF&E, as well as all trade fixtures including all kilchen equipmelll associated with the subject
property is ($17,200,000 - $14,040,000) $3,160,000.
Therefore1 the market rent for raw space is $65.00 per square foot1 as compared to the
conrractual rent ofthe AU Star Cafe, including the inten'or improvements, bu.ild-ou.ts and FF&E,
as well as all tra::J.e fixtures inciudl.n.g alt kitchen equipment associated with the subject property1
is $79.63 per square foot.
rbl(6),(b){7).:C)
September }.3, 1999
Based upon the findings, it is our opiJ'lion that the Market Value of the Fee Simple EstaJ.e,
subject to the assumptions and limiting conditions as set forth herein.i as of the value dare,
September 15, 1999, is:
( $17,200,000)
.•. of which $3,160,000 is alJDcate.d the interior improvements, build·outs and FF&E, as well as
all trade fo:tures i.ncl.uding all kitchen equipment =ociaJed wilh the subject property.
This letter an.d the supporting data ivhich are retained in our files are inte1,q-af parts of our
fuUJl·ngs and conclusions.
Respectfully sub111ittedi
i
!
i
I
ALL-STAR CAFE
...
'·.·_•"·I
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CONFIDENTIAL TREATMENT REOUEST BY THCR
00004 A
l0'd %66
'' 92'6liPP609
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SUBJECT PROPERTY PHOTOGRAPH
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A.LL-S'Dl.R C.'\FE
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GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THOR
00004 B
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1 Introduction
'i~-
' CERTIFICATION
To the best of our knowledge and belief the statements of fact contained in this report are tn:e
and correct.
\Ve have no fi.n:a.ncial or other interest, direct or indirect, present or prospective, in the: subject
premises, nor do \VC have a personal interest or bias Mth respect to the parties involved.
Om employment, and the compensation thereof, is in no way contingent upon the ?.mount of
the valuation., nor is it contingent on an action or event resulting from the analyses, opinions
or conclt1sioo.s in, or the use of this report.
This appraisal assignment \\'ZS uot based on a requested minimum valuation; a specific
valuation, or tte approval of a loan.
The analyses and conclusions contained within tills appraisal report were prepared solely by
us, u...'1.less specifically noted in sections \vhcre significant professional. a."lsistance \Vas rendered.
The repo~ed a..l..d.lyses, opinions and conclusions are limited only by the reported assumptions
and limiting cond.itioos, and are our person.al, unJiased professional analyses 1 opinions and
conclw:ions.
Our analyses, oplllloa..s, and conclu:;ion.s \Vere developed, and this report \\/as prepared, in
conformity with the requirements of the Code of Professional Etbics and the Standards of
Professiooal Practice of the Appraisal Institute and the 1.;niform Stand.'Xds of Professiooal
Appraisal Practice of The Appraisal Foundation.
-2
"1"1n,.._." tC l\I r.:Ot'\110 fn-t,..rn<!>~l,....n-:.1
CONFIDENTIAL TRF.AT!AENT RF.QUEST BY TUCR 00004 c
' 60'd %56
..
. ·;
I Introduction
• Related Infonnation
,PURPOSE OF AJ>PRA!SAL
The purpose of th.is appraisal is to estimate the Market Value as defined by the Office of
VALUATION DATE
The property rights beiug ippr:tised consist of the Leased Fee EsttJte_, as if free and clear
of all liens and encumbrances, except those that may be stated within this report, but subject
to the limltations of eruineot dcm.ain, esche;;.t, police po\ver and taxation.
It is our undec;tandi:ig that this appraisal report is to used for the sole pur:pose of 2.Ssisting
the client, TRUMl' TAJ MAHAL ASSOCL4TES, in making financial and administrative
decisioos. Tb.is report has been prepared in compliance >Vith the Office of Thrift
Supervision of the Department of Treasury's Reguiations 12 CFR Part 564, the Unifo=
Standards of Professional Appraisal Practice and the Office of the Comptroller of Currency
The subject property is listed under the ownership of Trump Hotels & Casino Resorts
-3
CONFIDENTIAL TREATMENT REQUEST BY THOR 00004 0
' 01 "d 9C5l:Vv509 00,ll 666!-£!-)30
lu preparing this appraisal, the apprilier inspected the subject property. Interior inspection
was performed oo September 15, 1999. Information was gathered from the subject's
and offerings, and this information was confirmed. Tnis information was appUed to the
Per client request, the appraiser performed a Limited Appraisal (in a Restricted Report
format), utilizing only one approach to value. Although otte!' approaches would generally
be considered mea.o.ingful in appraising a property of this type, the appraise.r believes tbe
primary approach to value is the C'·?i1alization of Income Appro;u:h. The appraisal process
This Restricted Appraisal Report is a brief recapitulation of the appraiser's data, au2Jysis,
I. -4
" ....
CONFIDENTIAL TREATf,1ENT REQUEST BY THCR 00004 E
%66
commercial properties over the last decade. Included on the follov.i'ing P.ages is a list of
qualliicatioos for the appraiser. APPRAISAL GROlJP International hos been in existence
for fifty years and includes a staff of four professional designated appraisers with a
combined experience of over 100 years. This firm has gained a reputation for doing
propenies. Each individual in Ute Wm regularly attends courses and seroinars to fun.her
Due to prior experience in appraising similar properties and other qualifications so noted,
the principal apprai:::er of tbis report is deemed to be in compliance with the Competency
CONFLICTISl QF INTEREST
. . al
The pnncrp I"-· nc per.;oua1, business
------..J=
. l(ll)(B),(b)17l{C)
appraiser,.__ . ~'!...
or ower re"'nons hips 1~ •
with the subject property's ownership; therefore, believes that no conflict of interest e:rists .
.5.
CONFIDENTIAL TREATUIENT REQUEST BY THCR 00004 f"
T0:l1 G5Gl-£1-J3G
' ~-
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..The most probable price which a property sb.ould bring in a competitive and open market
under all conditions requisite to a fair sale, the buyer and seller, each acting pruden.tly,
Implicit in this defillition is the cou.su:wmation of a sale as of a specified d.ate and the
?.s cuuclll.ly :idopt::d wd required by the Resolution Tru.$t C~Ot'a.tion. and agencies a~ ~der
2
Title XI of the Federal Fiuaucial l.n.stitu.tions Reform:., :Rec:ov¢XY, and .Enfotceci.ent A.a. of 1989 (FIR.REA),
and the Office of the ComFtroller of CUrreo.c::y (OCC).
-6
CONFIDENTIAL TREATMENT REQUEST BY THCA 00004 G
.! .
Absolute O\vnership unencumbered by aoy other interest or estate, subject only !O the
limitations imposed by tbe governmental po«ers of taxation, eminent domain, police powe:,
:a.ud escheat.
.
The ·value created by a proven property operation; considered a separate e:itity to be valued
All owuersbip interest, held by a landlord wirh the rights of use and oc<:Upancy couveycd by
lease to others. The rights of the lessor (the leased fee O\vncr) and the leased fee are
Leasehold Estate.
The interest held by tbe lessee (the tenant or renter) through a lease conveying the rights
,Special-Purpose Property
a layout that restricts its ability to the \lSe for wbich it was built; also called special-dP.sign
property.
3 'The Dictio:o..axy Of Re.al Estate Appraisers, Pi.merica.o. Institute of Retl Estate Appraisi:rs,
ChicagQ, ~ pp. 14(), 160, 214, 2101 m ac.d :;33
-7.
CONFIDENTIAL TREATMENT REQUEST BY THCR
... '' '. 00004 H
92'E.lTPVG09
(b)(6),(b)(7)\Ci
Introduction Qualifications of
QIJA.LffiCAI!ONS
APPRAISAL EDUCATTON
\b)(l5),(tl)(T)(C)
EXPERIENCE I
AFFllJ.A110NS
-8
;··J APPRAISAL GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THCR
S1"d %66 1'0,ll 666t-n-:i3a
( ( j,( j( ){ J
Introduction Qualifications of
(b)\6),\b)(• ){Cl
Cb )(6).(b)(7)(C)
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CONFIDENTIAL TREATMENT REQUEST BY THCR 00004 "'
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.fi . ~(bii6),ib)(7)\CJ
Inrroduction Oua l!J canons o
JnstiJutionnl ICpntinued) •
(b)(6),(b)(7)(Cj
(b)\6J,\bJ(7)(C)
Introduction Qualifications of
l~nnl (Con!fnugd)
l\bhuJ,jbj\1 (C)
l. - 11 .
CONFIDENTIAL TREATMENT REQUEST BY THCR 00004 L
81 'd
b ( )( )(1)(v)
Introduction Qnalificcuions of
Misceflaneous
(b){6),{b)(7)\C i
EDUCATIONAL CEKJTF!CA110N
"12"
~PP~dlC::AI ~R<"lllP tn1Prn~tinn;il
CONFIDENTIAL TREATMENT REQUEST BY THOR 00004 M
%65 ~0:lt 6661-E!-J30
l(b)\6).\b)(7)\C)
Introduction Oualificarions of
QTJALXflCATlONS
EDUCATION
(b/1.6).1.b)(7){C)
PROFESSIONAL AFFTLIATIONS
EX'l'ERIENCE
{b)(6),(b)(T,l(C)
. 14.
CONFIDENTIAL TR£ATMENT REQUEST BY THCR 00004 0
9C6lit>l7G09 £0:l1 666T-£1~~30
ibj(6J,(b)l7)(C)
Introduction Qualifications o
•\~
Institutional - !Continued I
(b){B),{b)·:7!(C)
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Ii VARIOUS-
{b)(6J.(b){7)(C)
COURT EXPERIENCE
(o){c),{r)(1 )i<.)
EDUCATIONAL CER'TTFJCATIQN
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- 15
............. ,..., . . . . . ___ ..o ___ ,
This appraisal report has been made with the follO\Ving general assumptions:
1. Unless otherwise stated, the value appearing in this appraisal represeurs our
opinion of market value or the value defined as of the date specified. Market
value of real estate is affected by national and local economic ccnditions and
ccnsequently will YaI'f with future cb,anges in such conditions.
3. The property is appraised free and clear of any or all liens or enCUJllbrances
unless otherwise stated.
8. It assumed that there is full compliance with all applicable federal, state, and
local environmental regulation.s and laws unless noncompliance is stated,
defined, and considered in the appraisal report. ·
9. It is assumed that all applicable zoning and use regulations and restrictions
have been complied with, unless a nonconfonruty has been stated, defined,
and con.sidered in the appraisal report.
. 16
"'"'"""'"'"I r-nn11n 1.-.+......... ,,.+;,...n<;;tl
CONFIDENTIAL TREATMENT REQUEST BY THCR 00004 Q
%66 92"6lTt:>J7609
' "
lL lt is assumed that tbe utilization of ti:e !:J.Ud and improvements is within the
boundaries or property lines of the property described and that foere is no
encroaclunent or trespass unless noted in t.b.e report.
l2. 'The distributioo, if any, of tbe total valuation in this report between land and
improvements applies only under the stated program of utilization.. The
separate allocations for land and buildings must not be used in conj\l.tlction
with any other appraisal and are invalid if so used
13. Possession of this report, or a copy thereof, does not carry with it the right of
publication.
14. The e-0ntract for appraisal, coosultation, or analytical service is fulfilled and
total fee is payable upon completion of the report. The appraisers v.ill not
be asked o·r required to give testimony in court or hearing because of having
made the appraisal in full or in Pa!'ti nor engage ill post-appraisal consultation
witb. the clicut or third parties, except under separate and special arrange:r:nent
and at additional fee.
16. Neither all nor any part of the contents of this report (especially any
conclusions as to value1 the identity of the appraiser, or the firm will which
the appraiser is co!)Ilected) shall be disseminared to the public through
advertising, public relatious, news, sales, or other media \vithaut the prior
·mitten consent and approval of the appraisers.
17. The appraisers may not divulge material contents of the report, analytical
findings or e-0nclU.<ian.s or give a copy of the report to anyone other than the
client or bis designee as specified in writing, except as may be required by the
Appraisal Institute as it may request in confidence for ethics enforcement or
by a court of law or body with the power of subpoena.
~; ·.:
. i
j. . 17.
:.· .
CONFIDENTIAL TREATfllENT REQUEST BY THCR 00004 R
9C6l17P609
. '.
·•
Introduction Assumptions & Limiting Conditions
18. This appraisal is to be used only in its entirety and no part is to be used
'vithout tbe whole report. ~4.J.l conclusions and opin:io!lS i::oucernino the
analyses. which are set forth in Llie report were prepared by the appr:;;sers
whose signate.res appear on the appra.Jsal report, unless indicated as review
apprailer. No change of any items in. the report shall be made by anyone
other than the appr'1lsers and the appr"1sers shall have no responsibility ii any
ruch unauthorized change is made.
19. The sign;atories of this appralsal report are members (or car:didates) of the
Appraisal Institute. The By-lavrs and Regulations of the Institute require each
member and candidate to control the. use and distribution of each appraisal
report signed by such member or candidate.
21. Comparable data relied upon in this repon bas been confirmed with one or
more parties familiar with the transac'Jon or from affidavit. Ail are
considered appropriate for i.ucltl.5ion to the best of my factual judgement and
knowledge.
21. The market value estimated and the cost used are as of the d''Lte of the
estim.ate of value. All dol.la.r amounts are based on the purchasing po\ver and
price of the dollar as of the dare oi the value estimate.
23. The identity of the appraisers or firm with which they are connected, or any
reference to the Appraisal Institute or to the MAI desiguatioo, or to the
American Society of Appraisers or to the ASA designatioo, shall not be
divulged 'Nithout the vc..Titte.n coJ;JSeo.t and approval of the authors.
24. Th.is appraisal e>.-presses our opinion and employment to make this appraisal
\Vas in no way contingent upon reporting a predetermined value or conclusion.
The fee for this appraisal or study is for the service rendered and not for time
spent on the physical report.
25. The value estimated in this appraisal report is gross without consideration
given to any encumbrance, restriction, or question of title unless specifically
defined. The estimate of value in the appraisal report is not based in whole
or in part upon race, color or national origin of tbe present ov;..-uers or
occupants of properties in the vicinity of the property appraised.
I. - 1R "
CONFIDENTIAL TREATMENT REQUEST BY THOR 00004 s
"' .
....
Introduction Assumptions & Limiting Conditions
26. \Vhile tbere is no reason to believe tll.at this site has ever been used to
process or store acy hazardous substance or toxic waste, a.o.d tb.e ovv11ers have
indicated that there are no h22ardous substances or wastes on the site.
Nevertheless, the appraisers are not engineers or environmental experts, and
tbe appraisal assumption that tbere are no hazardous substa:i.ces or tc:.xic
v.-·astes on the site should not be construed as an expert conclusion.
27. Unless otheIWise stated in this report, the existence of hazardous substances,
including "ithout limitation asbestos, polycblorinated biphenyls, petroleum
leakage, or ag:ricu!mral chemicals, wb.ich may or may not be oresent on the
property. or other environmental co:uditioD.S, \Vere not called tO tbe attention
of r..or did the appraisers become aware of such during the appraisers}
inspection... The appraisers have n-o knov..'ledge of the e.\:isteo.ce of such
materials on or in the property unless othervi,.se stated. The appraisers,
however, are not qualified to test such substances or conditions.
- 19
APPRAl~t\I ~Rr'lflP tntcu·ro<>tinn"'I
CONFIDENTIAL TREATMENT REQUEST BY THCA 00004 T
SEP 02 •9g 17:31 FR ARTHUR ANDERSEN 19734036116 TO 916094417925 P.02
ARTHUR
ANDERSEN
Memo to the Files
(bH6Ubl(7HC)
From: NewJer.;ey
Our clic.ntTrump Taj Mahal lea9es rctailspac:e ro the AU-Star Cafe in Atlantic City. All Star operateo; l:he
All Sw Caf~Re.sta ant11t'lder a m-ulti- eat o erat:in lease agreement with Trump Taj Mahal. We were
informed today by (b){SJ,(b)(?){C) lhat the All·Slar Cafe hHS
requested to l1ave its lease terminatrd, l.n c:oruideration for thi! termwation, the AU-Star CU~ would D-z
willing to confer titlli' to appro;.dmalely 523 millil'ln wot th of leil.5cli.old ioiprovemr:nts to the Taj. The Taj
is curr~tly contcm.platt!d utilizing Ute spll.te "as is' as a restaurant We have hct!n asked to advise the
client on tht:! appropriatl'! account:irlg for the t:ra.nsaction,
Ba~ad upon our re•1iew of the accounting liten1.ture, we ha·1~ concluded U11:: following:
) To the extent that the Taj Mahal will continue to operare the spai;:e utilized Dy the All Star Cafe liS ~
rc.st.1,urant. then the Taj should recogni1.i'd l'IS operating inc:ome l:h~ fair 1narket value of the leasehold
imptovements transferred.
This a55umes that the Taj C\UI~tly recogni.z..es rental income as operating reVM"IUlii', and that the
lc<>sehold improvements have a future v11.h.1e ta the Taj Muha!, Ii the sp11('e L'i otherwise altered or
utilized .is soir.ething else, thiin it would be assumed th<1t the lease.hold improvements hnve no value
and <1t;:cordi.ngly would not be reflecred nn the books.
Whlle the settlement agreement with lho All-Stu Cafe will be enre1ed into in May or Ju.ne of 1998, the
preIJ'ri!les will not be v;1cated until lJBcember 31, 1998. The tin1i:11g of the recognition oi income is based
upon th<! actual legal possession o( the lcai>ehold improvements and ':l.tus the client would on.ly recognize
income when the client 1:1Jke9 possi?ssion of the leawhold improvements and not at the tin1c the
agreement was entered into.
APPRAISAL Gl=IOUP
International ·
( Visit our Web site at
www.appr.a.lsalgroup"Onllne..com
To;
From::
oooosA
CONFIDENTIAL TREATMENT RF.QUEST BY THOR
ID: 19733250693 OCT 22'99 10:13 No.004 P.01
APPRAISAL GROUP Int.
I
APPRAISAL GROUP
International
Vjslt our web site al
www.appra1s~lgroup ..onllne.eom
(b)(6),(b)(7)(C)
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Plea"'O Rush
(bl{6),{b)(7)(C)
TO:
(b)(6),(b)(7)(C)
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From:
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APPRAI
---.:.:,~.:*~D~E~~GIV~E~RfTI~~IA"l'EL'V *****
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All-Star Cafe
PREPARED FOR
l<lPLY TO:
NJ Office
l(b){61.(b)(7)(C)
Pursuant to your au:hori.zation, an inspection and a Restricted Appraisal Report of the above·
captioned pre1nises has been 1nade in order to estimate the Market Value of the Fee Simple
Estate, as of Septentber l 5i 1999. Market Value is defined within the report, which contains the
collecrive data and analyses upon which our estimate is concluded.
The artur.::hed report is a Limited Appraisal in a Restricted Report Formal which is intended ro
co1npJy with the reportilrg requ.ire1nents set forth under Standards Rule 2-2(c) of the Uniform
Standards of Professional Appraisal Practice for a Restricted Appraisal Report. As such, it
presents only sumntary discussions of the data, reasoning, and analyses that 1vere used in rhe
appraisal process to develop the appraiser's opinion of value. Supporting documentation
concenling the data, reasoning, and analyses is retained in the appraiser's file. Tile depth of
discussion contained in this report is specific to tire needs ofthe client and for the intended use
statr:d within the report. The appraiser is trot responsible for wimithorized use oj' this report.
Furthennore, in. accordance with prior agreement between the client and the appraiser, this
report is the result of a limited appraisal process in that certain allowable depwtures fron:
specific guidelines of the lln1fam1 Standards of Professiontd Appraisal Practice were btvoked.
The intended user of this reporl is warned that the reliability of the value conclusion provided
1nay be impacted to the degree there is departurl?.from specific guidelines of USPAP.
Trump Taj Mahal Casino Resort is located at Vuginia Avenue and the Boardwalk in Atlantic
Ciry, Ne1v Jerse)'. The casino/hotel co1np!ex is bounded by the Boardwalk and the Atlantic
Ocean to the south, Pacific Avenue to the north, Pennsylva11la Avenue to the west, and
/'.faryland Avenue to the east. The xubject of this repon consists of a 27,000':t square foot
restaurwrt, occupied by the All~Star Cafe.
(~
lTl Northfi0ld Avenue. Suite 306, We;! Or:inse, NI 07052 • 971.175.9100 • 110 VV,1Jl S110c1, Suicc 1SC, ~cw York, NY 10005 212 233.2121
IR\Nt1>1 J. ST~'INBlRG A1~oci.'.!1C'<, -13&4 Wh.te CedM tt1n(', OeltJy Beach, Fl 3344$ - )61.4'.''.l.&210
rb){61,:bH7HCJ
·2· September 2.3, 1999
The purpose ofthis. report is to esti1nate the market value ofthe property, in an "ar i.r" conditiot;
including all of tenant's personal property (except specialty trade fixtures), furniture and
furnishings and all trade fixtures including all kitchen equip1nent associated with the subject
propeltj• (as specified in the fa.Uy executed 'Temiin.ation ofLease Agreetnent" ~dated September
15, 1999).
This letter is not the appraisal, but merely serves to trari.stnit the tUtached appraisal report and
to convey the final conclusion of value. The attached report includes Deftn.itions of 1\1arket
Value, and of the property rights appraised cJS if free and clear of rnongages. The appraisal is
subject to the assu.mptWns and limiting cohditions set forth in the appraisal report. Although the
property is encumbered by a long·term lease to the "Official All Star Cafe'; this lease has been
con.sidered within this report, as well as economic datu.
Jn January, 1996AJ..J,., ,)TAR CAFE (Tenant) entered inro a lease agreement ivith TRL/MP TAJ
MA!V1L ASSOCIATES (Landlord) for a tenn of twenty (20) years, con1mencing /'love1nber 1,
1996, with an aggregate base renr of $20,000,000 ($1,000,000 per annum). In addition,
01vnership has reported that the tenant has invested in excess of $23,000,000 in interior
i1nprovernents build·outs and FF&E. Therefore, the total rental cost to the tenant is $2, 150,000
1
,/'funhermore, comparable economic data for similar casino restaurani/retail ::,pace reflecttJ"
/ rental of $65.00± per square foot, which r'ejlects raw, unfinished space. Should rhe. subject
"
( property be exposed to the open 1narket1 it would command an econo1nic rental of $~00 per
.rquare foot. Based on mwket renl of $65.00 per square foot, the gross potential inconte is
es1ima1ed at ($65.00 x 27,000 Sf) $], 755,000. Based on a 12.5% cap rate, the indicated va/ae
is ($1,755,000/.125) $14,040,000.
The above deviation in rental and value are the product of t!te tenant improve1nenrs. The All
Star Cafe ('Qs is") value inclwies interior improvements, build-outs wut FF&E. The market r~nt
is for raw space only. The PW (Pre.senl Worth) of the interior iJnprovements, build·out.s and
FF&E, as well as all trade ftxtures including all kitchen equipment associated with the subject
property is ($17,200,000 • $14,040,000) $3,160,000,
Therefore, the market rent for raw space is $65.00 per Jquare foot, as compared to the
contractual rent oftlte All Star Cafe, including the inten"or improvements, build-outs wtd FF&E,
as well a~ alt trade fixtures including all kitchen equipment associated with the subject pr"!Perty,
ir $79.63 persquare foot. _ L-~ D . ,;;:,)_
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APPRAISAL GROUP lntematlonal
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CONFIDENTIAL TREATMENT REQUEST 6Y THCR OOOOB
GROUP Int. ID: 19733250593 OCT 22'99 10:17 No.004 P.05
" A~PRA!SAL
.•
l(bH6),1b)(7\1Ci
.3. September 23, 1999
Based upon the findings, it is our opinion that the Market Value of the Fee Simple Estate,
subject co the assumptions and limiring coflditions as set forth herein, as of the value date,
September 15, 1999, is:
I $17,200,000)
... of which $3,160,()()() is allocateJJ the inJerior improvements, build~outs (JJu/ FF&E, as well as
all trade fixtures inclruling all kitchen eqwj1ment associated wiih the subject property.
This letter and the supporting data ivhiclt are retained in our files rire ilite&rral pans of our
flJUiings and conclusio1is.
ResjJecrfully subn1itrcd,
'
G eneraI A ppraiser {b){6).ib)(7J{G)
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(b)i6).ib)(7){CJ
ibJ{6),{b)(7)<C)
(
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TRUMPMARINA
ffOT'Et.' CASINO
AtlantiL'!Clty,l'CJ' 084.01
Fa£SimUe
To: I
Fax:
\bH6J.1b1\7HC)
From: . l
Date:
Remarks:
D Ureent [.J For your r~vlew Cl Reply ASAP CJ Please comment
ib){6),<b liT){C)
'J;>J{r,;.),(0)(7J{C)
The l"!Sl!IS compri~ing this l.ec;imilo tr:.i11~mis~iol'I r;cnWn ccnlldentlal if'l1orrr.at1on. Tlli~ Information ii in'tcnded
sale\11 tor U!lll by the lndl~d"al entity named a~ the reeipu~nt hereat 11 you are not tho inteodod recipleiit. be
;iwa~ thot any disclo~re. c:opying, di~tribution, DI ll~ll ot tho conterih of thts tl"llnunlss1on is prrJhibltl!ld. If y(ll.I
hawe ~eiom:I thi1 tr11n1mi~1ion in errc r, ple:isc 11otlfy ut by ttltph<ine immed111t!ly 'o we may arrange to rettitve
lhi~ tran~miulon it no co't to yow
(
REVENUE I WENS& fXl"LANATIONS
PROUOllONAL AllOWANCES
$3,1-0$ $l,1Tf9 ~,, lt9'%
Comp""' ""
camp Fciod 4.~o s.o90 530 10.•%
54,10$
4.924
$404
364
9.&%
7.4%
Cl:ltn? e,.WfllgD 1.1•1 1,65'.<: 10s s.e% 1,7&3 48 %.5%
Ca'"l) Mmlu~th1;1r
459 r.?6 267 ~8.7'JI, 769 310 40.3%
lQ\l:'I(
PAYROLL& flELA'rEO
St11C.11&i .II. Wagae !52<'.l,546 $20,810 SIM O.l'il. $21,162 $fi3£ 3.0%
PI Fl Ta.di & s.rio11tn 4,1$3 4.311<1 2'1 5.:1% 4,5713 413 9.Q'I!.
Ul'li«I se~ntt 1,362 1,2!9 (T.I) ·S.7¥. 1,:167 5 C.4%
OlherL\onU™
~, S<ll'll!Llll.
Total
--~'
0
0
0
0
$18 07.~0--""s.?6,7q9~J~~-~$.2?3
0
'" 0
2:50
0
100.0%
eoar OF GOODS
COO of Food S2,475 $2,500 $Z5 1.0'Jo $2.502 $27 1.1%
Co!! Ill" Bll{Oi.IQO 749 729 (20) ·21% 710 (39) ·:i.4'1b
ecol ar 811111~
0
11)4
'"
0
122
(10)
0
(:l.i)
•2.9%
4(1.~
'" 0
1
0
(3)
1.&%
-2.-0%
CC11ofF~o1
"'"
Q;11rt Qf Local Survra.,
CM! at LOf'IG Obi Sllt'YICI'
""'' ~.~·ll.~4
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"
- lJ 785 ' .
c:ll
1
fSJ9! •.
-9.8%
2.2'111
:;.tl'l'. "
=:--p&12
(0)
141
rs1•11
-0-6'Yo
~.S'\lo
·~w~
foOO Rcl~onue
Cc&tlll~ood"
57"18
M.~%
S7,JB9
""
{$171)
.cl.&'11- p!I
•2.3%
....
$7,371 ($1~}
-0.~¥. pb,
-l-\%
ea...raga Rlf'lonue
CcldDl8~~
$3,010
M"
$.1,07!)
n.t'll>
{$60)
·1.~0lll
·2..0%
'"""
2i.:N
$89
-0.n. ~
3.0%
COJIUTA.tU.E EXPENSES
'"
CO\lpo.oo Cllitl /lo TokB'!\$ $6.9'$4 S1.598 $"' $(1,710 S1.81G 20.7%
·il.1111.
Caupcrlll • U~lc.h P~
"'"
""ff~~~-...1JJ."~~:i;\-.-- "'.
·sw
63.6%
¥:f2%
180
sa 9S§ _, "''
$11a.. _g_Q.M(
P~110trW.~U
Pfomtltlal'l;llPrtl:H
Comp Other
Comp C'Ath
$1,013
'"
1,038
,.
$2(!i
(1.~)
24,2'1!.
11.S'lto
·139.1%
CCllTlp frevol I /IJt CN1'9r 1.482 1411 ·i.1%
fetal S4 429 !ll 0161
UAAK£TINCJl(KreR'TA.!!iMENT
39.4%
Srttllrtalr181"3 $1,12il $2,Q.SO "30 <S.2'11. $t,e63
'"'
-
•1.!'11,
400 $40 60 1"4,8"'
"' ")
.
Junllol fell•
n :w
"",'
·tl.ll'!fi
09corJ1!c~B
Oirt!ct Me.11 514
1aG
tll1 207
27,4"'
25.2% "'
"'
18..[l'I.
4LA%
6Q&dll Evtnb:
Cmt r:J F~ & GG"VCl'ail"J Club&
280
36
414
425
111
430
tf.lS
73
18
38.9%
a5.cl%
l.S..
74
415
"'" 1
<48.4%
0.3%
-71t7%
(
IW'lieMM<ifll E.!fpan~11
AtmC:SphitriC: Entertalrrmant
17
12
z s
4~
t9
(32)
1
·71.7%
3.8.llA.
se..-,..
"• l>')
(4) ~.9+.f.
' 65.3%
"'
Slag« Se&n11ry & Pmpo :i
B111Subsl:.:i!&l ._ "----~-"-··---1?'
...;,_IQ!!~.. .J1,57S -se.1<ri_
Si 4!1, ......,,... 3:L1""
(101
S1 IJJS
~,5'\\.
1:
PROMOTIOJW. AU.0WAHCE9
!Kl ~\"'Ille.: f1'~.
' % 911ih• • ~
CompRtiolll1 $9,081
"'""
13.11'0
.... 6.6% $9,&44
"'' '·"'
"""""'' ''"'
4.878 4,};i., "'
(148)
2.8'11.
..!/.1%
13,21S1
4,7" "' 3.4%
Comp UMnl!)fll
¢omp AdmLuiou/Olhllr 1,42.1 1,726
""" 17.7'1.
1l.4;1,
1.418
'"'" -1.r'llt
'·"'
~~'OtMI
"'"
,,j451>"' '"
·-ey.013 f1~16 :r1%
2Jll
i'2ii 610
(13)
ii 154
•14,0%
3.9"A
~.w "'
~,,.,
t176i
~ ($<421
-1e_ ,,,.
.;M.4'11i
-111.1"
S1,411Z
- l2,~!bl
11~
{$1101
,B!lt
•7.4~
•Z0.2%
:T14
PAVROll& RELATED
511tlt0& & WwQM
P/ R fGQll & B•n~rq
UnIan eGIU!l'IL!l
~:na
14.212
:i,nn
!il',!121
l•,Jll.
a,rte ""'"'
( :1)
-1.ll'llo
O.J~
-O.S%
&Cl,362.
,,.,.
14,4JS ""
"".
,"'
1.10\\
t.~'11.
3.~'l\
O!Nlr !k.lnu:WI,
• ' ' ' 160
...:.$.tll..W.'
100 0%
C/\~~rMJ Bo1111u1
~~~.ini~86
0
~,!tw.,.
0
i@ --·::(?.tt,. J1 !BB' =m:
.
COIJT OF 00008
Comm ""'
""" BIM)mga
CotlolSaks
$8,412
1.897
""
,,.
se.vJ
1,74%
"'
(Sil&)
(IMJ
(111)
·2.2%
.fl.Iii%
.fl.8%
$8,503
1,roo
"''
"'
{131}
(47)
...
•7.9%
-6.~%
CO.t of SdrQ P~~Qfl
~QfFvel
~ ol l.Q<;.$16.orvfc.a
""
0
.
"''
116
Pll'
~'
21
.,5.S'll.
.{1.6%
·1.6~'
"'
'"
"'
"'
'
3
0.1'4
2.e~
·5.e%
CO$I of \.o~g IJlll Slli'Vla.lll
'""' ""
'""
19~--· !$417 ~.G'1o SB.813 !$12) m%
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YTD 9130199
YTD 9/30/98 09/30/99 09/30/98
(
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(
Yl D 9130199 YTD 9130198 OTA 9!30/99 OTR 9/30198
fibil
-....
Y:\MYDOCU-1'1!6l<JSAMPLESIPRESS03.WK4
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TRUMP rNDIA NA, INC.
donir:ed Stat•monts of OperaUons
....
.
(S 1 OOO'S EXCEPT STATISTICAL INFO)
#of Slot:G
Win par SlotJ02y
Slot Win
I 1,:300
$224
$26.779
1,375
$235
$29,701
i,300
$230
$81,531
1,375
$:<!01
$75,550
# otTablaa 50 60 50 60
Win por Tii:bl~fDay $1,491 $1,533 $1 ,707 $1,55S
T:iblo Win I $6,S59 SS,460 S;;!.3,305 $25,705
Tabfo Orop 42,544 $54,943 $140,724 $161,899
Ho!d"loi 16.1% 15.4% 16.5% 15.9%
OTHER 357 1,052 $28 ~ ..-\
PROMOTIONAL ALLOWANCES (1,159) (160) (2.162) (528)
GAMING
ROOMS
I $22,978
612
$26.53'9 ~ $69,31q (..
1.456
$70,0?9 1?'"~
M•rgio I
I
1.7% 14.9%
'1
( 10119/99 09:25 AM
I,
BFY£N!ft$ 9'30199
JM'~- ...
;?1001 ti3cm
,.......
91.lMll
CASINO P•,JJJ
~ ars1o11
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,.14,
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64.8:19
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f16.96
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fn,l\'J
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PROMOTIONAL. A.LL.OWANCES
110.219
l.4J'
(H!.Si(l)
$111,4,\l
j,716
!11,14'1)
Sl6J9'
1.0SS
Qt.41')
116.IJUQ
!JI'1
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' I
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&
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ll:OOMS
moo.- aevi~oi:;
\
S41J4~
1,tMl
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.
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.,.
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NOC•; ~ ~°' Y"'f m:l.,.(fkttiCN ~ hNloi midi to «1111bm1 \~ alm:l'lt yc:u pJWl'l(JtiM.
Statements
Attached please find an initial draft of the follo\1.oing SEC Financial Statements as of
September JO, 1999.
RECEIVED
Balance Sheet
Income Statement
OC! 2 O1999
Statement of Capital
• Statement ofCash Flows
.i\.lso attached is the Press Release Statement as provided on October 15, 1999
Please call me at ibJ(SJ,(b){?J\CJ should you have any questions or comments on these
reports.
Thank you
l'b"''·'"' I
.G\{Cl .
(in thousands:)
CURRENT ASSETS'
Cash and cash eqµiv.alents s 19,723 $ 29,614
Receivables, net . 8,401 12,970
Inventories .... J,020 3,169
Other current assets _ ...H8.± 2 63-.1.
Total current assets , . 33,028 48,387
PROPERTY A.'ID EQUIPMENT, NET. 438,745 484,236
OTilER ASSETS 1'J l 15
Total assets . s 536.888 s 548.271
LL.\.BILlTll:S A.:'11> PARTNERS' C..\PIT..\L
CURRENT LIABILITIES'
Current marurities-long term debt., , , ... , . $ 1,277 s 1,3 57
Accow1ts payable and accrued exprnses .. 27,048 25,506
Due to ~liate·s .......... . 21,602 20,980
Accrued ·interest payable ... 4 777 12 53 l
Total current liabilities . 54,704 61,374
LONG TERM DEBT, LESS CURRENT MATURITIES .. 368,529 381,J24
OTilER LONG TERM LIABIL!TlES , ., .. ,, ,, ,, ,, ,, ,, 3 541 6.919
iotal liabilities ........ - .... ... ., ....... . 426,774 449,717
COMMITMENTSANDCONTJNOENCIES
PARTNERS' CAPITAL , . : • , , • , ... ,, ,, ., , , , .. !IO ll4 98.554
Total liabilities and partners' capital ..... , .... ! Sl6iii $ 54~,271
The accompanying notes are an integral part of these condensed consolidated statements.
FOR mE THREE AND NINE l\lONTHS ENDED SEPTEi\'mER 30, 1998 Ai'"ID 1999
(unaudited)
(io thousands)
REVE:'-."lJES:
Gaming $ 74,331 s 75,346 s 198,351 $ 205.'50
Rooms 4,990 5,047 12,451 12,266
Food and beverage 10,459 10,229 26,000 26,395
Other 3 716 ~,435 8 314 8.055
Gross revenues ...... " . ' . 93,496 94,057 245,116 252,166
Less-promotional allowances . 11 740 !Q ~iO 29 672 ~8 475
i Net revenues ..... ' " ..... 81 756 83 487 215444 223,691
COSl'S AND EXPENSES
Ga.ming .......... 46,729 43,549 125,577 124,865
Rooms ........... - ' .. . ....... 784 . l,041 2,383 2,889
Food and beverage 3,072 3,l4l 7,426 8,144
General and administrative. 16,153 16,130 ..l4,844 46,622
Depreciation and amortizalton __Ll2Q .l j5J 12,358 _l].Jl8Q
.._70 898 2§ 712 192 588 l92-~Ql
Incorne from operations . , • , . , ...· . , . 10,858 14,771 22,856 28,190
INTEREST ll'!CQME . 173 193 554 585
INTEREST EXPENSE {12,8!!6) {13 60.tl (38 263) (40,335)
Net income.(loss). $ (1 8S5l s l.360 s (14,853} Hll,560)
The accompan)ing notes are an integral pan of these conrJensei:i consolidated statements.
Partnel'"S' Partners'
~a(!ltal Deficit Total
Balance at December 31, 1998 .. $115,)95 $(65,281) $110,114
.
Net loss . . . . . ' ........ . . . .. .' . {I r.s60} (11 560)
Balance at September 30, 1999 .... " ... SI7S.395 $(76.841). $ 98.554
The accompanying notes are an integral part of this condensed consolidated statement.
SUPPLEMENTAL INFORMATION'
Cash pald for interest . . . ... , . , . s 16.963 s JS 201
Purchas(: of property and equipment under capitalized lease obligations s 18 s 4.059
The ac~ampanjing notes are an integral part of these condensed consolidated statements.
( 4
l Mombs
9~0199 9130198 -~=.,.-~9
913oi99
M~~--~=~-
)IJl019S
Rt"''FYEES -----
C.>.SINO S74,J31 s20,..uo s19s.J'1
# orStgu.
2.113 2.170 2,14~ 1.163
S27& SlSJ
Win pc:r Slo!IOay
Slot ~·m
SS4,296 ""
$}2,!03 Sl48,JS7
S241
$141,9-0:Z
91
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"
Sl,609
S:l:0,40!
SZ,489
S20,ll37
"
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s~~.4oo
"
SZ.136
$~).646
TWI~ Drop SIJ4,798 5132,69! S35l,IJ4 S34~,3!i
liold o/o IS. lo/o 1'.7% IS.3% l~.5%
;; ofRoom:; SJl<J
63,!7l 54..~)9 168.831 \7},)9{)
Ro0om R.:i=
S79.J9 576.96 S7:!.65 S70.99
O~c;up.t.n(;)'•'o 94.9% 96.31~ 3,.0~'• S9.J%,
2J83
R,OOMS
,,,41
'"
3.072
2,S89
8,144
'O~().~~
s, q')
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\()ll~/99
•
0
TRUMP HOTELS & CASINO RESORTS INC 19-0ct-9!1 n
CONSOLIDATING CASH BALANCES 1\:56 A.M
-••"
;
"
0
TIME DEPOSITS/!NVEST[!xlloc 1.0 2.B 7.3 i1.1 o.e ••• 1 'I) 17..S ""
c
..,z S75 Mlt.LlON l!l.O '9
o.s
'9
a.s
7
"
~ $25 !'.~llllON o• ~
0 r
m INTEREST PAYMENT si.s
,,
$1.5 13.1 74.6
>
z
-I
H
>
r
RESTR!GTEO(THCR INTEF!ESTj
CASK IN BANKS $8.1 .... so.o '"
$85.3 $99.S $R8
"'' $18.3
'·'
$123-.5
N
>
•
z
>
-I CASINO CASH 24,7 16.3 41.0 3.7 '\ 1.3 56.0
n
z
""'> TOTAL CASHAT9!J0/99 __!32.8 $22.7 $0.0 SSS.3 $l40.8 _$1l8 sa.3 S29Ji $179.5
>
-I
"
""'z SEPTEMBER 30, 1998 ~
0
m
-I (IN: MILLIONS)
"0
"mc WORKING CAPtTAL $4.9 $0.7 ($\ 1.2) ($5.6) so.1 $4.0 {$1.51
c
TIME OEPOSITSllNl!ESTMfNTS 2.3 7.3 9.6 25 9.0 LS 22.6 ••
,' $7SMllllON
$25 MILLION
32.5
·~
l'.2.5
1.5
32.5
1.5
"
<
~
"<
_,
INTEREST PAYMENT
RESTR!CTED(CONSTRUCTION}
CASH JN BANKS $4.9 $3.0 i.s3.S)
57Jl
$91.0
57.C
o.c
$S5.0 $2.5
7.0
13.1
Sl8.6
701
7.0
$132.2
-
<
'
" TOTAL CASH AT 9130/QB $3L5 $23.1 1$3.9) $91.0 St4i.s S2.5 S4. i 530.l $194.6
c CASH IN BANKS VA.RrANCE $32 $3.4 $3.9 (SS 7) $48 (51.7) .S4.5 ($0.31 ISB.7)
0
0
CASINO CASH VARIANCE {2.0) j3.1:JJ 0.0 o.c 5.5 cc iOAl --- ___JQ.2) p>.4) •>
"
~
TOTAL CASH VARIANCE $1.2 ($0.41 $3.0 {$5.7) \$1.0) - ($111_ 1_4.2 - - ($0_,_fil !S1S..1)
Q
m
"'
G
TRUMP 212 6813 039'? P.01/0E:I
G(T-20-199'3 11:32
24th Floor
FAX TR.'u'i"SMISSION
(b){6),{b)(7)\Ci
Subject:~-------
Commentsl(bJi6i.ibH7J(Cl
----..\._____µ•.,;·Yi""''*'""''-:±n , c:-4 "« J
This message is. intended only for the use of the individual or entity to which it is addressed and may
contain information that is privileged, confidential 91\d ~.'tempt from disc::losun:. If the reader afrhis
mess.age is not the intended recipiern. or 1he employee or agCnt responsible for delivering the message
to the Intended recipient, you are hereby notified th.at any dissemination, distribution, or copying of this
communic11tion is Strictly prohibited.
•
TRUMP 212 688 039'7 P.02/08
TO euSI~£SS EDITOR:
Sum•i'<a::y of il.c:iult.'l
Dl~uted ea:nin91J fH:r '.'lil.:ire i:tcludinq all i'.:1?,r.is wl.'\r<i 59 cPnts for thlrd
i:i·..iarte:.: 1999 versus <\~ cents tor t:1e pr:..o:;- year, up 32l.
Thl::d q:.:arter 1!!99 li:BI'fOA (f':a:rnin9!!" Before !l'ltere!!"t, 'ral<e.'i, Oeprecihtion
o.:-id 1\J:\orti2a.:1onj b11:!ore project opening r,;o(lt.'l, >ftltc-dOw!'lt!, rOS<l'rvoar ;i.nd.
recove~ie:l, venture ::e.'ltruc~uri~9 costs and gains on sales of equity interast2
J.n sub11idiar.l.es was $215.9 million, a 421l ir.cred.!le over :he Sl52.2 million
reoorted Ccr third quarter 1998. Karrah's tntertairuaent again demonstrated
-::he geo9rai:t.ic r.t:iv.:>~sit.y {lf it.!! r:BITDJ\, l<'itr. t.h<'l Weatern Req1on contr.ihut. .i.ng
J8\ o~ consolidated third qugrter EBITOA, t~e Eastern ~cgion 3Zt and the
Ccntr~l R~gion 33\.
fhe adQition cf the Rio Hot:e:l 5 Ca~:.no in I.ii.ti Ve:g<l:i. l:lcq\lit~d
Janaa.r:r 11 1999, ar:d concQlidatian eif. S'.al!t Chicago resultt1 1 coupled with 13~
sa.f:\e stc!'.e ga:r.ing rever.i.te growt:i., resul~ed in a 39~ incr~a1$e in tl'..'...rd. ql.las:ter
re\fenues over pr~ar yC'ar to $!114. l 111i.l.!.ion.. Inco1t.e from operatior:s increased
43% and net income i:.·ose 69% over the pcior year period.
"Fro:'tl the trenci:'l in incrc:a3ed cro:s3~mark.et and ~racked p.!.ay, to incr!!lase:s
in £E1TCA in c"ci:y 1:.eg.:or.1 to the contribution."! frorn the Rio acquisition, each
aspect of H~rrah's Entertainment's Cu$t0t:ler loyalty a~d growth strateqy ~as
~orking durin9 th~ third quarter,R oxplainect Har~ah'$ £ntertain.~ent Chairman
and CEO Phil Satre. ~rhe increased loyalty ta our company a.~ong lon9ti~a ~n~
ne~ cuatoners alike ie yieldinq earninqe qro~th.
HOu!: st:ratP.gy will be enhArtced and our CU$tomer re:atianshlp Oulldlng
opportunities expanded even ~ore with the on ~ime and on budget planned
openinq o: Harrah's New Orleans on October 26 and the oiannad addition of the
?layers proper~1es in HiSSQU~~. Lou1s1anJ and Illino1s"by @arly 2COO. In
.-idditian, the contJ..nUl!d (OJ.J.out lJ.:'ld er.tiancetnents to our J.ndu;itry le,.din;
rewards pro9ra:'lls a.re building C'JStome.r loyalty.
our CUl'lto:ner!I greatly value the::i:c reward:1, as demonstratf!d. ";Jy accolo.des
s>..:ch as thos.i ir. Caaitn) l'layer 11'.aqa.tifle and the iftcccaoc:i in tracked play
ar:::r:oi:111 the company.··
Hari:<lh's La.'! Vegas, Harrah's Laughl:n and Rio t.e.;i.O ((e::itern R.;i 9 ioo
( Western P.egior. Results
S3()0. 4 s:a3.6
"
Sil 6!:i. !l
58.9
$46~.5
Operat.ir.q prot:t 57.6 37.7 !.46. ~ 11.9
o:~:'!OA 92.4 51.0 2'1_5. s 118.C
R.io cepo:.-teQ ir.ci:ease::I thi!;"d qi;arte-t reve:>i.:e o.:.p bi ar.a ES!TDA up 12%
l'99B, ln part due tn a hi9he1: hold percen~~ge on t..,bte g:ameJ durir.9 the 1999
qu.)rter.
S11.-:r1t sa:c, "Rio ccotinuos to bc;i anu of t~e r.i.ost popular and 5'.ost Mnored.
casir.o re~or~~ in the country. Adding to an already lcng liAt of a:col~de~,
du::inq the- q•Jart:Qr Rio 1<1a~ ho:iored with 1.4. first l'li!.r.::e 'Best of Las Vegas
A."'iarcts' and 2!. award.~ in t:Jt.:'.l.l by the readers of c~sir:o Player magazine. 1\nd,
Wine Spectator ho~o:ted Rlo's htghly acc:lairr.ed N<'lpa Re!.IU1i.:rant a::i the 11
:reata"1::a:'l.t in Las Vegas, This ki:id of re=oo~n:i.tlO!'\ 1n the h.ighly cor.1.p~t:it1ve,
Las Vega!l mark11tt hiqhlighta the i\io's uniqu<.1: appeal.''
ln ::i:ouLhern Nevv.Oa, Ha.tr.ah':;; Lail' v,.,gR.!I and Harrah'a L11u;ihlin euc;"I ho.d
.5trong q\,larters With ~e..::urd revenues. A 39~. 1.ncre:ase in EBITDA for th& pe:::.od
at Mar!"ah'!I Las VPqas wa9 the result o! conti.nuel'.'.! nargin i~ptovene:'lts <Jt the
pro~".:r'::y ar:.d :;he J.~.p<iot of strong cr:os.'l~ma!"ket vi,,itatitin fror.t othet Ha.era I':• .s
propere.i<.i:i, ~•1u:rah's Laughlin reported a 17% inci:ease in f:BITOI\ !or third.
q;uil.rter.
In !\orthern N'e\·<idJ., EB!TDA at Harrah's Reno wa!! baoicnlly even 1o1ith prio:;
year. Despl~~ rocord volume, EBITDA al Harrah'~ Lake Tahoe ciecl~ncd 17% from
table qamen.
even With the add1tion3 of highly publiC.l.l!Qd :iew corr.petltive supply into the
Laa Vegaa l\\altket," stated Satre. ~war:rah'B Lal'l Vegas, like Rio, w11.:!I
places and 18 awardu overall in the annual •nest of' survey. SGcause the
profile of the C~sino ?l3ye~ readet so clo~ely natch~s the profilg of the
target cu$tQmQr for tbe Harrah's brand, these a~a1ds are particularly
•Re.'lult;:i in first n~r.e month:J l99B tn.cl11ded a gain ...,n t.ha Duy-out of
Harrah's 11191'\!l.gQtnent c<:lntra.c:t ~or the Sky C.i::y Casir.o in ;..!.lckland, New Zealand.
Harrah'~ New Orleans is on targat !or its 9rar.d openin9 on Oc~ober 29.
MWe are all very rr.L:ch looking fo::'-'ard t.o the opening o~ Har::ah' s New
OrleanlJ, This :.s oni: of the finest casino fac.iliti.es ln the country in an
outstanding lor.:at..\on. We loo% forward to the additior. ot New Orlea!'.s to the
portfolio of casino loci'.lti<lns tor tzoth the loctt~ ;..o·JJ.s:.ar.a customer!! and
i::ourists, ar.d as a nc..i destinat:on for our .J.oyal custone:::s fro:n across ::he
nation," aai::i Sat:re.
Enterpriaes, LLC is or. scnedule to close arounQ the end of t~e year.
~nder the Harrah's, Showboat and R~o brand names, and the Star City Casino in
building loyalty ~nd value ~ith it~ tarqeted customers through a unique
and business prQll~CCt$ ~re Cor~ard-loakinq and are ~ub~ect to certain risk~
and unecr~a1nt1as, These include, but ar~ not limited to, political,
economic, bank, equity <)l'ld. deht market condition~, changes ir, laws or
s-igni!ica.nt:y affect anticipated ~~sult:s !'lr ~Vl'll'l.t.'1 in t:he f'Jt.ure and actual
Securitiell Liti9at.ion Rr.forr'.I Act in i'ari:; I of t:ie co1r,pany's r'llrm lO~Q filed
with the sec:i.riti~s and Ex:::h<1n~e Comrnis.s::.or:. for t.:ie. period t::'lded June 30,
1999.
opening cnst:s,
corporate expense,
}.eadquurters relocation
expon~e. eq~lcy in
e•~ning.s (:nsses) of
nooconsolldated
affiliate9, an1ort12aticn.
Qf g¢odwil:, write~do~n#,
rescrvcQ and recoveries
and ven t:u::e
rest:ructu:~nQ ccets Sl8!:,9Ql $l26,59J $468,172 5291,030
Froject: opening costs (1031 (1, 161) (580) (7I157)
Corporate exp~nse !11,G94l {9. 14)1 (33,3171 {2S,029l
Headquarters
relocation expenses (3,0JO] (1, 522]
£qU1ty in
nonconsolidated
affill.$.tee:
Losses before
p~eop~ning co~ts (6, 0J6l ( 2' ~04) (12, 0101 (S, 706)
of
1\r.lortL~ation
goodwill and t:::aderr.a:::ks (4.." 91) ('.,l,321) (lJ,460) (5,6~7)
Wr1ti>-downs, i:eserves
a~d reccverie11 {208) l.,267 (l, ti~?)
Ve!'lture
restructuring CC.!lt3 (1, 062)
Incol'!e from
op~.r11tions 155,921 "' (3, 521.)
Pa9e ~ of 7
Intere~t. net of
inte:est ~Bpitali~ed ('\0,16~) (36,4091 (147,749) (81,356)
Gains on !!ale:s of
eq~ity interests in
subsidiaries 16,300 16, 300 13,155
Other (exnensn} income,
including interes~
income (64.4.) 213 5,926 S, 79S
interoats 123,415
lJ, 066 266, .JBS 176, 718
i'rovision for
ln<;ior:u;! before
extraordina~y loss~s 75, 044 44,2C2 160,Jl2 106, 124
!:x.traord.inary l<.J,.:i1>:3,
net of tax ( 410) il.l,033) (10,2001
l:'ei; if'IC.011H! S74,63'1 S~4,2C2 Sl4~,273 se1, 644
Eacr.int;s per
sha:e - ba$i.C:
~efore extraordinary
lo!l!le9
$0.59 Sl.:1.7 $1.06
~xcraordinary losses,
net of tait ( 0. 09) (0. 1.6)
Net income so' 59 so. 44 Sl. l El so.as
Earn~nqs pe~ shJre •
ass•J.l':li:i.9 dil-ut.ion
Eefore extraordinary
lOSS'lS $0. :if! Sl.25
t~trnordin~ry ~os3es,
net cf to" !0.09i (0.18)
Net .i.:1ccme SO.SS $1. 16 $0. 07
Weighted .;i.veragc CO!l'L'l!On
shares outstar,ding 126,336 100,271 1,26,001 100,204
Reven1.1es
Western Region $300,411 $lBJ,se2 S96S,et7 $40~.soo
Ea.:1tern Region 21!L960 20~,284 594,738 4l4,4!il4
centi:a.l f{e9ion 272,469 lSl, 211 758, oea 523,916
Mannged and Other 21,671 16,417 56,544 49,94.7
Sl1 l, 672 Z,166
Othei:
Operatinq Profit
$814,054. '"
sse6,24Z $2,276 1 tlS9 Sl.479,.'.123
Wt!!stern Reqlan $57,595 $37i?4l :Sl4 !i, <!.41 577,947
Reqion
&<",tlf'.l.i:'l". $7,507 Sl,591 138,956 96,390
Central !{egion 58,213 29, 766 lS0,:220 9EI, 771
M11n<1ged oi.nt;I Othor lB,927 14,661 48,7JB 43,573
Other: (6,201) (7. 160 J (16,195) (25, bSl)
~195, 961 $126,553 G~6'S,1?2 S29l,030
E:BI'IDA ..
W'1st0rn Re:;tion $82,430 S51,J40
( (c:;) DRICGE Infor:nation Sy11tem1,1, Inc. 1996
tllClCXNJ Harr.11b.' ~ Entertaini::!Je!'.I~ Reeorts ;999 !l'lird Quarter and first Nine Month
Symbol.$:
lJS;HET
Catesi:i:ies:
TOTAi.. P.08
(
TH c
TRANS M I TT AL ____
R
-~~--
·········-····-----
to:
rax#
re:
date:
pages: 3', including this cover sheet.
l(b/\6),\b)(7){Cl I
ffiut.w HOiE~S & CA$1NO RE:SOFfl"S
2500 BOAADWA!.K
ATLANTIC CITY, N.J. DlWOl
( (b)(6),(b)C7)
F~ (C)
{Unaudaed)
{In ttlO~.aods, e;io;:cept share dala)
3MONTHS 9 MONnlS
30-Sel?:::99 31f.Seo~B 30~ JO.Sep.98
BASIC AND OILLfTEO EARNINGS(LO\;S) PER SHAAE !i3 04) $0.24 !i447} ($1.05)
BASIC ANO DlLUTEO EARNINGS PER SHARE
BEFORE TRUMP WORLo·s FAIR CLOSING COSTS
& CUMULATIVE EFFECT OF CHANGE !I'll ACCTG PRIN.. ~Q.!\i!~. io.g4 1~0.64) lli1 O~l
Note; Cerl<l.in prior year ref;lasslfi.cations have been rnade to conlonn lo current ~ar presentatien,
(Unaud..dl
(In thousands)
3MONTHS 9MONTHS
30-So!t!l9 30-Sep=9B 30-§ep=99 30-&>p-98
INCOME{LOSS) BEFORE TRUMP WORLD'S FAIR CLOSING 28.448 16,682 10,718 (1,215)
Note: Cettain prior year rec!asSifications have been made ID co.'Lform tO current year pr~ntation.
(UnaU<llted)
3 MONTltS 9 IAONT!iS
30.Sep-99 _:io,_§!'P.:98 ~p-99 3.IJ,,Scp-08
~lected Statistics:
# ot Slots 4,419 4,136 4,Z78 4,137
Win per SkltJDay $220 S217 $206 5199
It of R:xims Sold
113,422 112.875 327,975 :!11,677
Room Rat~
$97.55 $101.09 $88.47 $101.40
Occupancy "/.,
98.Eio/b 982% 95.1% 91.3"/o
(1) EBITDA renects earnings before deprec!ation, interest, taxes. and CR.OA writedovtn.
Note: Certain p1ior yeal rcclassilicar1ons have be-en made to conform to current year presentation.
3 UONIBS 9 UONlliS
30-Sei>M 3()..Sep-98 30-Sep-99 30-Sep-98
COSTS & EXPENSES 8.5 981 90,349 246 918 254 218
$elected Sta1iStics:
#of Slo1:$ 4.185 4,204 4,202 4,124
Win per Slot'Oay $192 $196 $179 $184
(1) EB!TDA ref!ectS earnings before depreciatio~. interest, taxes. CRDA writedown.
and Trump Worlcfs Fair closing costs.
Nore; Cetta.in prior y~ar reclassiflcah<'>l'I~ have boon made to conform to cu!rent year preserr.ation.
(U.,.odiled)
3 Mot<TllS 9 MOITTliS
,,,.~99 3<>5ei>OO 3Q..Se!!:99 3~98
Selected Statistics:
.If of Slots 2, 12'3 2,170 2,14$ 2,163
Win per SloVOay $278 $2G3 $253 $242
#of Tables 85 9i 87 92
Win per Table/Day $2,609 $2.4'19 S2,333 $2,136
Tatile D"Op $134,798 $132,698 S362,134 .$345,318
HOid "/o 15.1b/o 15_'76/., 15.3"1.. 15.5'Yo
(1) E8rfOA refl~ earnings before depreciation. interest. taxes, and CADA wrrtedown.
Note: Certain prior year fec1asstt1c.aoons have been made to <'llnform to curr<?flt year presenta.tion.
(Unaudne<f)
3MOKTHS 9MONTHS
30-Sop:-99 30-SQp-98 30-Sep-99 3!>&!J>!lB
Ntrr HEVENUES $34,921 S38.776 $108.540 $102.963
Selected Statistics:
#of Slots 1,300 1.375 1,300 1,375
Win per SlotJOay $224 $235 $23-0 $201
#ofTables 50 60 50 60
Win per Table/Day $1 ,491 $1.533 $1,707 $1,569
Table Orop >42,544 $54,943 $140,724 S161,899
Hold o/., 16.1"/o 15.4'Yo t 6.G'o/o 15.S'o/o
(1) EBITDA reflects c-amings before depreciation, intere~. taxes, and Indiana State & Munrt1pal obligations.
Note; Certain prior year reclassifica~ons have been made to conform to cwrrent yearprnsantabon.
.
(
3 MONl'HS 9 MONTiiS
CROA /!NDIANA OBLIGATIONS 30-Seo-99 ~98 30&1>-99 31).SeQ::~_
TAJ $565 $627 $1,602 $1,608
PLAZA 651 443 1.589 1,226
MARINA 387 326 1,099 854
INDIANA STATE & MUNICIPAL OBUG. $'25 925 ·····- 2 "?.?. 2ns
TOTAL CROAJINDIANA OBUG $2.528 $2.321 $7.065 S6463
INTEREST EXPENSE
TAJ $23.400 $23,502 570.278 $70.631
( PLAZA 12.026 11,883 35,536 35,778
TRUMP An.ANTIC Clll' 3.158 3,090 9,51? 9.585
THCR HOLDINGS 6,065 6,060 18,1 54 17,982
MARINA 10.525 I0,193 31,397 30.436
fNDIANA 694 662 1 899 2M!:_
TOTAL INTEREST EXPENSE ~~876 ~:>;>.3~Q i162,781 ~1® 6l9
Note: Certain prior y~ar redassJticatJons have beef1 made to canforrn to curreor year presemation.
24th Floor
Telephone: (2 J 2) 891-1500
FAX TR&'ISMISSION
1bJ.:6UbH 7)-:Ci
To: Date: -~'~O,,_/'4~
(b){6j,{bJ.:7){C)
From:
Comments:
This message Is intended only for the use of the individual or t:ntity to which it is addressed and may
contain information that is privilcgc::d, confidential and l!Xempt from disclosL.1re. If the reader of this
message is not the intended recipient. or the iempJoyi:i: or agc::nt responsible for delivering the message
to the. intended reeipien1, you are hereby notified thal any dissemination, distribution, or copying of this
communic<ltion is strictly prohibited.
(
DRAFT 11:30am 10-21
NEWS RELEASE
NEW YORK, NY -Trump Hotels & Casino Resorts, tnc. (NYSE:DJT) announced today
that tor the third quarter ended, September 30, 1999, consolidated net revenues were
$403.I million compared to $397.4 million reported for the sarr.e period in 1998.
THCR's EDITDA (earnings before interest, taxe::;, depreciation, wnortization, Trw:np
( World's Fair charge and corporate expen~es) for the quarter wa.<1 S1~6.7 million versus
$90.6 million reported for the prior year's third quarter. Net income increased to $14.0
million Of $0.63 per share, before a one time Trump World's Fair charge, compared to
$5.3 miUion or $0.24 pe( share in 1998. THCR's earnings per share of$0.63 exceeded
First Call estimates of$0.54.
Nicholas Ribis, President and Chief Executive Officer of TJlCR,. stated, "Our focus in
1999 wa:i three~fold: first, to increase our operating margins at each operating entity;
second, to decrease our marketing costs; and third, to increase our cash sales from our
non~caslno operations. We have succeeded in achieving posit~ve results in each of the
\ three "atcgories, The third quarter and nine month results for the company indicate that
I
' we have .successfully instituted the programs that \Ve focused on during 1999."
(
THCR in the third quarter also ceased operations at the Trump World's Fair Casino HQtcl
in Atlantic City and it has taken e: one-time charge of$81.4 million (Sl28.4 million less
minority interest of $47.D million or $3.67 per share) with respect to the closing. THCR
bas indicated it will demolish the existing structures, and phuullng has commenced for
the development of tt:Us 10-acre Boardwalk site into a 4,-000-room hotel and a 200,000 sq.
ft. casino to be: connecti::d to the newly renovated Atlanbc City Entertainment Center, and
a proposed 10,000-car parking garage.
This press release contains forward·looking statements that are subject to change. Actual
results may differ materially from those described in any forward-looking statement
Addition.al information conc:ernii'lg potential factors thal could affect the Company's
future results is included in the Company's Annual Report On Form lO~K for the year
ended December 31, I 998. This statement is provided as permitt~d by the Private
Securities Litigation Refonn Act of l 995.
EBITOA
Before CRDAJ!ndl:trtl
Sta1.e&. Mun,cipal Obligrtlicii;
Oq;roxiruion &. A,morikition.
Inti:rc-rt E.\µensc, C<ltp0!'3tC
E)(p,N<:5; Other Non·~re!lng
&prose. ""'orld'> Fttit Closing Sl06,<i66 $ 90,559 .$ 230,205 $ Z07,661
Trump Ilotels & Casino Resorts, Inc. O'WTIS and operates Trump Plaza Hotel & Casino,
Trump Taj MahJll Casino Resort and Trump Marina Hotel Casino in Atlantic City, NJ, as
well as Trwnp Indiana, the riverboat casino at Buffington Harbor, Indiana on Lake
Michi~an. It is the exclusive vehicle through which Trump will engage in new gaming
activities in both emerging and established gaming jwisdictions in both the United States
and abroad
TOTCL P.06
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REVENUES:
soq0999 10/15/99
t,
~QC) tlQ"OM 9C6.:..tt>t'609 k 3JN!:jN[;;j lUH\:M I\:l.l oc: tt l2:6-'t2',10t
I '
\)
1999 Im
REVENUES:
soq0999 10/15/99
lt0'0N
CONFIOENTIAL TRFATMENT REQUEST BY THOR 00050
l\
CURRENT ASSETS:
Cash and cash investments s 40,826 $ 32,818
Receivables: 45,0S3 30,047
Inventory 4,987 l,125
Due from affiiiates,net (772) 11,582
Other current assets 3,074 ,4dll_
Total Curnnt Assets 93,168 84,523
LIABJLIJlllS AND..CP.l!IIAL
URJlENT LIABILITIES:
Current maruritics of long term debt s 1,191 S 1,1 BS
Acco1.U1ts pa~ablc: and iH;cru.ed expel15CS 40,959 38,lS6
Accrued intcn::st payable 15,000 __ (~
Total Current Liabilities s7,lio· 39,041
LONG TER.'vt DEBT,net of currctil 111.llrurities 800,188 800,652
OlHER LONO TERM LIABILITIES .. 1}35~ I 7JS
Total Liabilities - _8}9,07~ __!!41,•ilf
CAPITAL:
Capital contributions· Trump A.C. 187,242 (87,242
Accumulated surplu~(deficit) ---~J§.m 2,316
Tot.al Capital 181,5.i!_ ..-!19,558
bal0999 10/tS/99
(4,SOO)
$27)12 S7,5l !
(17)00) 0
0 (61!)
(l,Ol]L___ - (1,027)
7,985 l,849
(1,044) 0
--ill. __o
.- !5_.8~9
600
TH c A
TRANSMITTAL
·------
to:
fax
''"
date:
F~nttll!'®llkof,.,
rb)(6).(b):7)(C\
1
TRUMP HOTELS & CASINO Rt::SORTS
2.$00 BOARDWALK
ATl.ANTlC CITY. N.J, OlWJl
(b)(6),(b){7)
Fax;(C)
/./<":
f,
l
!
•t
•"<
Col1 tclid~llng Slat•mont of Op<lfl 11ll n9
Aol\ul AaulU Im ill• TllN• Mcl'l;ha Ended SDple~r :?0, 19911
( QOO'a gtt'IJ\.ocl, i>)teept ~ars ctr.1~}
T•\!fllpTaj T~rnp TAC Tr<:mp All Clly Townp Tn!mf> THCR THCR
TC$ CQB&C4llt:ll00 Mru"' lndla11a l-loidl1l.1~ Elimlrllll!cfls eonsctda!OO
FIEVEHUE:
TABLES
"""'
$40,E3S
1'11£3
"' ..,.....
$75,J~G
2S,780
a
w--~~
2,4,372
'·""
() ~oou.s
TOTAL CASIHO $1SS:.02'
h.004
ill04.@
11,303 U.451 5)M1 1:0&5
"' 28.569
0 ~ FOCO !o BEVERAGE 1S,lS7 !4JU3 29,170 10.ffl lJl:iO 40,.429
z s 11 a
''
" -
EITTtRT..O.ll•lMENT l.7-51) t,001 2,151 :i,!>74
oTHEA 2tB04 2.S.28 &CO 25.232 2a11 S:.3 J:aoo ts.:12~1 2".H>1
••
H GROSS REVENUES $\8(11Hl $134,141 36oo~~ $14256 $3&,:>CS so9 {$632'} $'is2.04t
0 \.E;,5 PAOMOT!ONALAllOWANCES tS,$51 17.IM!l '.JS.'3!l7 10~70 1,169 0 '41.\le
bS 1"17 $5..809'
"'z NET AEVENJIES $.1678'fS S111 098 $&()!) $285.5-43 $$3 G8D _ ($$,32..ti $<104.005
..
0
-< EXPENSES
H
• •"
r
0
Payro!I & R~aoo
CO!il el Gt>Orls. Scld
Ctirlfab1ofi>Wlp::ms
SA&.943
6,-412
14,149
S:t4.SA6
4.1:.l!l
\4,200
'!a\.?89
9$5.\
28.446
't2i>,QOI
~822
1. ts&
$1.3~1
"'
S,IGS
''"•• si1~.\12
l'.l,829
4\.767
-< ,,.., '·"" "' •
,.. ..
f'•D!?W!iomf &p:v?soo 7.23& 3,lJBS \0 322 1&.24:1
-"< '"•
l.4.09 2.15'.l 11&
"'"'
]\(t.'<1fti&lllQ 1Jl9.5 :J,82t
3.'Jln 5,05~
•
-<
0
Mw>.ti'119"En1artaklm11nl:
<i!W>t'>g faio: & R911JlalQI) F9M
8,14!.
12.51-l o,aoa-
11Zl7
22;::!81 7,204 "
10.009'
, 4,300
40,!.70
~ ~ Ptq'lllrly Tn, ~ & lr151.11lll"IC•
ljllfllcs
6.:.140
4,266
S.-442'
S,025
\2,782
7,?9~
2.711'3
1,97(]
:040
"'" H~.499
ll,>1<18
z
"'-<z AOOHanco- Q(r..Lb1.kll Aeccurlle ~.,.
I~
OIS
~42
4,1 s:l
'"' S.916 " 0 <l;lt2
151>~:)
" <
G.$tel:il I AdmSn!r.11'11'\IVD-aul D!t\atOp<t~
TOTAL oPEAA.T~ EXPENSES
7354
$117 ~01 $215.007
141
"
tis ~2-224
117
""
~@2 ~?O[}S
:.i.S:.4
~c.'lg
{1.lfil_
[$\,Hi-S~ 1!3;!!18.!.
=
m "
<
"" ~.6&1) ~19~
""°'
GROSS OPEMTINO INCOME SS0.6« 1~1,909) Slll,(18 (M,t51!) [2!,-459)
"'
c •
0
m
,••
!AARG:IN
"'·"" -&3.6% 91.:W.. -Hl.3% ZL2'f~ 1).1% ~J)",:,
·'-""
- •""
~
~
-<
0
W!i'M,~
~e<:llal\ct1 & amoo\ta11cn
OlhGr nor.'4"'1'allr".;i
~l'ily ln\Qr001
KET iNCOf.\E(l..OSS)
(23,-40£!.}
,11.012)
jl9@
{t2.0U)
{S,~2J
r$t1S_S7D
"'
{3.t:.aj
ct? 574)
t35.592i
tt<t,71)(}
_1S9992n
Y>
0
(1'.l.s0-41
\4A!.i-t)
1il.300
tt.1nt
{Z,!'>o40)
1309)
#1 43CI
0
te.005}
t77J
\f>,3!21
.t,1sa
:la.699
§3!}8il9
{5s,a1S}
{tl.775)
{259)
311,800
1470!
= •"
-<
AYma.g& S"laltl& ouls.lanc'llne 22.lli£256
"
"' "" Earnings por share l$3JY.)
0
-"
m
QRO'SS CPERA7ltl<J INCOME
CRDJI. \rdlnna fW9 Co&ls
$.Sl),£-44
"'
(\~3)
1$97,900}
'" ''"
' °"
!$4G,SS1)
1.2is
{87'3)
$19.418
"'
(ls:!)
$3.192
""
\2TOj
{$rl0}
0
(4.S41i
($4,15ll}
<1,153
($28,4S9J
""
!lftl3l
0
0
'
m
ln\Sesl lrlcome
°'1'/alopr1wnt ~F Clos!Bg
~~91'11fW
123,:175
'"' 128,375
0 '
1.1~
1.410-
tt.1SID
129,78.5
_..._1m
• ""'
0
eenoA
"
u
0
tlAROtH 31),4~ 29.S~ 28.1% 2:l.~V.
""' ·1'9.7>,C,
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c
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'
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flLE: 99FOA£. 22-Cci·S:..
•u<
C'.etl
T1t11'1;> 1-iclt!t & c.t1no RMe>rl&, lr.o,
11;M flM
Trump. Tllj !l'l.l!Tlfl TAC Tromp All Qty Trump Ttump THCR THCR
M~ t.onool~OO Holdlr.;i').__ I;' 11miuatlol!s
""'~
Plaza TCS Mat!na Co~kla!OO
AE\'ENUE:
"
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"l,218 !,t2Z 2.340 1.QSS
- ENTERTAINMENT 3,435
••
GROSS REVENUES --$1-86,3t7 515'2,U"Z $6M $31a.&15 ~g;'l ti9242 $-S.$00 {$5,:lti9} $447,077
0
m
0
H
LESS PROMOTIONAL ALLOWANCES
t.:ET REVENUES
1!J)l8
~162.3211
17.lil7
S114_!$~----$etJJ_-_ -~l-8.00il
3-5.185 11.741 ____ '"'
$.91 92.ll _ _t_lll-:-002 $5.600 • _ll.5,369)
47.&fS
$l99, :is 1
z
H EXPENSE$
H
)>
r "•0
?0y1oll & Rl'Wled
Cost ol G«ds Sold
$iS,001
5.354
$37.1-81
4.4~0 .,., '"""
$8.:'.!.IM
3.11!-J
''° ""
S7A'l1
0
"'
!!17,581
13,919
18,496
H
~
"<
Prom:-1!!.'lneJ Ellpllrni'83
A<Nsrti$1111}
Hl,-US
1,Vt 1.~94 3.170 L7l(l
"'
'"
0
52 5,648
"'"
)> u G8Ml'1l Ta.w & Requlalo.y Foos C3. JG9 9,427 22.500 12.178 41,723
H z
<
Prnpou'ly To, Rani.&. lrOJra<Dil s,s..1 S.3~ ~1.SB-5 a:ns roo 15.005
~
m z
..,,
1~$52
H
"<
N
0.srti•al I Adml11!slralfflt andO!tierOpeMI~
TOTAL OPERATING EXPEUSE!I
701H
$118 '1e
S3l2
S9o 192
f51J
!$51) $2C7.4S9 $137
SS?S
s:JS,983 ""'
-$4.~oo
{1,1Z5l
fS1 12.51
M,16\l
$313 (154
""'
0
<
~
GROSS OPEAATING INCOME $45,611 S24,103 $71>,$31 $\S,!91
1a.s'4
""'" $1,BSO {5'f.2•4l -86,337
c
m " MAROIN 2&.1% 21.{1"~ 2!>,4.% 7.9"..:. 29.1%. :?1.S.%
\8-1~
J1,8.31
12.4~·. ·52.~
"' 587. I \13
21.3%
0
"
"'"'"'
•M~
~;JS
~
1~
§§ §
~~~~~;:
!l~""I·~. M M
...,N..t-lllO'll.
o~;;:;~i~~
~5t""tl!ri~~
(~
t9ilt..tt;.t;.•Ol
''
'
f'lLE.: 1.19f01'£: 22:-0ct-911
" ;;:~b 11!i4AM
•"<
TrumpHi:iM!l l C<ltlno- R~ci!ts,lne.
Con5olld.ii\ll\Q l3tut.m•M 01 opet.ot":Ofll
Ac111al fle11.1lts 101 U11 Nlr• MoltlhJ en!kd S11p1ember J~. 1tet1
( l)!l{l'il<>mlR•d, e'rt:.flpl 11\ar• dala)
"'
TAl.llES $14\l,2711 $70,2&5 $225.57$ $53Jl46 525,100 $31){,9<'8
207 ,Slfl.
.
SLOTS 224,500 432_1~9' 142,ilOt 7S,5SO 66oC,590
OTHER 1.C.SM
i!l!l8,411S $233.934 • 14,624
'-"" !101.::iSG ' -0 16 425'
-'
10TALOASINO U72,3':H $193,351
" "
$&71.948
7
)
ID
ROOMS
FOOO ~ BEVEJl.AGC
3~.504
4!.918
26,875
J. 1.228
58-479
!!3.14&
12,(51
21UlCO 1.29S ' '' 70.Q'.IO
110,442
z
' 'e
J' •
- ENTEl'TA!NMEHT
OTHER
OAOSS MVEHUEl:I
"""
136~
$478,Sll
S0.556
2,229<
1 ~63
i361,9~
'l!,822
l.9Z1
t1.e2;
al"
23.22'3
Sa<tZ.149'
~.:378
'-'"
G,GSG
$2<1.5.ll10
2~.(;]:l
L821'
$10•(373
17.1$()
$i1.IS11
'
•
~\S,917)
t$L!UH7)
1 :174
$2,9'.ll
$1. H14.0Z5
12& 579
LESS PllOMOTIOHAl AllOWANCES
"' !1s ~11; 51.06s ..-.e
"z
~'
-
a
EXPENSES
NET RE'v'ENU~ $428.317 .!314.101 il.,_ll21 $144.:371 J21S,9!;!7 $10lll45 17.100
"
t.001 !)[Goods Sojd
coin/Tall!'aCoup~ft """
35,lHi
12.1.es
""-""
27,2S2
75,1:>5
:u,:;gs
S,2€ 9
20,942 15,&4:<:
,,.••
31,300
tt'l.519
•' "<u
f'rmtl\l!tlnol E.pmisi>l 27,17<1 6,221
,,,,
13.571
'·"" 4il,Ei2B
">
-; z
- AdJ611h1rt11
MM<Dllll{llEn1utalnn:ie~1
Oninlng Tax!!i R~91!!<?1oryfH~
3,ll.(.4
21.554
35,..(02
4,7o&
26.714
17.1!37
7.753
30,JB"l
82.171)
:l:<21
@Jla.7
lfi./'9
"""
"'
32.7&'1
'"
•
\:l.089
4t.4GG
tt3,B32
~
<
z
?ropodj T~ Rtlid A ln•UtM<:O
Ulill1t.'
11,216
11,399
7,717
.'l,390
1,?()o(
35.C.Sl
1$,699' ''"'
5.016
2222
457
1,8SI
"'•
45,~47
25.265
'z A11owan<: 1t-Oeo.W1!11I Accotll'ltt
"-"'
ll,42"1
4G.1CS "'
1;,24a "' 7.317 (~.375i
10..509
"n "<
··
Gl'IOU OPERl\.TIHQOICOME SI00.17& 12.D.25 $1SOJ164 $l5,7SB $1.:r.?G i4,SSO {$12.s.!2) 195,'160
0
•" ZH% 113.7% 2l.S% l6.S<,;, 1.cv. 27.1% !S.4%.
,_,
,T
••
•• '"""''
ln!enl'l .axpenss 170.8311 {3S,71&) !ii.SSS) ["I i5,S1Mi (S,IUH) fl7.91Sl 12.542 (IM.675)
•" !lopmdallon !i <>mo.fl•atl<1n (27,2<ltl (i.6.69'71 {11:1•} i.\G,OB~} (l~.358) (S,l.2!!) (ll!S) (65,007)
•< "•
Olf\etnM·cper.111lcliJ
Mfn0<11Y lnlerM!
0
• ' i>Sm 3
13.414
~990~
13.434
HETU<COME(lOSS) i2'"34l }11M tS114~L. { I 215' ($14~3L [$7,l79LJl1;i.~~ $1).431 1§21d!!fil
0
: •
~ A~arogo ~MMS our:ltenlllng 22.200,4.2S
n M
fa1nlngs per s.har• {$1.05}
" •" GROSS OPEPA1JNC.INCOME $1®.11S $58,653 tz.02~ $18Q!l6( $35.1ll11 $1,220 S4, SSC ($12.5';2) :S195..9W
CADA. lrda!!P Reg(;ar.!s 1.EOB 1,Z2fi 2,./l34
'" :!'.71$
' ,...,, 6.463
0
0
m
m
lll!Rr~t lncom it
Oeva1opmiml Cos!a
(1.006) (941] {1.S27j {4,482)
•
!~54)
"'"' (13,77'4)
l,IJ?S
{1,168J
1.c1~
•
c
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N'
NBllagamel'ltfSO
£tll'TOA
"":?':t.<1%
' 58 t•2
" ' '" """'
0
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$l2475 t
3.31
11 4 0
"'1e..w."'
' "u' 14.8%. ·16.7% f2.C5\ ·88.0%
" a
MARO!N 2fA'*'
I '
'.
./ o'c-r~22-9S l,5:53 FRDH:TRUHP Pl,.A:ZA FlNANClAL DEP
PAGE J/15
THCR
TRANSMITTAL
- - - - - - -----
to:
tax
re: .___ _ _ _ _ _ _ _ __J
date:
(~
~~~~0-~
:s"'~ ~-
;
•
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~ ~-
mm~t;;~o;::;}l
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.: .., "'":
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•
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C,~b
Trump Ho1els & C•cSll'\e lleSOtt!i, frn::.
C:J:OOPM "•
Coodd•ling Sl11lom&nl cl Oporatk!n-s
Acluiol Resull• fvr Im> Twei'll' Monl!!s Emted Do<:..mber JI. t99a
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0
0
ROOMS
Fo:ic. BEVERAGE
41.754
SS.073
$.300
54,HEO
77.tGU
1lC.B35
16.121
:!4.037
3$8
1 llT.l
O
0 0
93,;49
145.!143 ,""c
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ENTERTA-INMENT
OIBER
5_032
13,&77
2.864
10,!H7 1.651
?.896
30.345
2,827
SAU9 2510
0
23.543
Q 0
(21.4931
10.723
43.7!i4 •
~ GROSS REVENUES $63:..509 $477.592 $1,551 iLll4.752 $323.7ll2 $1425-\9 $2_3 54j (S21A93J $1.&ru.133 •r
0
m
z
-;
LESS PROMOTIOUAl AUOW Af.ICES
NET REVENUES
667P 63,434
$5065.192 $114 1.sE s1.r.,;1
\30.151
gnu.B<H
38~0
$23s.122 $141-7711
771 o
Siisld ---'
[$21 .09'.'S)
169.582
S1 4\'.l.551 •
N
•
~
>
EXPENSES
Paymll & Rnl;itOO
CC$\ ol Goods Sold
$l7S.698
21'.l.154
$142.67-S
16,2:29
$321.374
36.3.!D
$100.B9G
12.217
$29 ..\S<I
l.159
S3.$9Z
0
$0
0
$4SS.l4S
4!1759
•
r Gcli!VTat:io COl>P31"•S 47.271 54.001 101.352 2S31~! 24.SSJ 0 0 154.222 ~
; Promciiad El>pG'1SOO 34_75.9 900:1 <3.8<.'2 17979 3<H3 0 o SS..144 z
Adl'er'!IS"11l 0.62!'< G.3t!S 11.014 4.1'26 2-2&2 W2 O lA.601
n
">m Ma:ket>ng1:ntfflalnmom
Ga.•mrg fax & A:igulakl!y F...s
21lo.77.S
45..721
t2.S50
:JS-425
42,525
H2.14S
13.291
24.71!'!
93$
'4Ai!O
0
1Ss
0
0
$6_55-4
151.529
~
r
-; P,Qp<;!!'l.y Tax. Amr! &. f!lSllrancr. 21219 ZJ.7£5 4S.9!!S 9.326 2.745 2 509 O 820(;.7
c
~ uu1111es 14.867 ~1.122 25.989 S.753 &CG 129 a J'l.-477 m
m
z
;
Allowat-.ce- DcUblhl ACCOU~ts
Genmali Adrln!straUvo.andOll'ier O,i:am1ing
12.:377
28.908
1.972
27.WS ft111
14 J49
53829
9$2
20.126
233
2-2-632 99:.S
0 0
f466-4l
15.(;:)4
1018111
•
TOT AL OPERATING EXPENSES _s.tM.::iis tj4e_m1 1s11?J :s179.sas :s239.?99 s1'.l2439 11;;_975 (54664} si.164.111
c
"m
0
c ...,.,...
GROSS OPERATING IHCOME $129,-414
22.G-%
$73,851
17.!1%
$1.i6ll $2t'.l5,fr33
20Jl•4
$45.323
15.$0 k
$933!'.l
'6%
$G.5SS
27.Wh
~$\ii.-B2!lj 249 434
17 i;•;.. ••
-
"'
~
-;
!metes1 !lll)C!15e
O<>precial<On & .:im!YIU'.al!<m
C1her ilon-Qpera!in{f
(Q4.09G}
{36.424)
c
[47,695)
(24.711)
0
{12.181)
l401J
c
(154.578)
iGt.535)
c
(52265}
(1SJH2)
!l
(1l.0.11)
(8.SEZJ
(1.840)
/24.(}o!Jr
(26-2)
0
1S.S29
0
0
[22:1098)
{37.{l92j
!1-1140)
•"'
m Minoi,1y ;n:eres'I o o c c c o o 22.a1a 22 s1s
~
NET tNCOMEtlOSS} !$.1.Hl6J 11445 !!:11.~20) !$11~:5S4l (}10<'!'.;!1. ($17.73?! ffi_B7S. fs::!ll.718)
,
-;
Avt!fay& stiares out:llandlrv 22.200.812
n
" Earrings per share
CROSS OPERATING INCOME $129.414 $7~.8S1 $1,76!! $WS.{l33 $45.3-23 $S.!'lJ9 $G.SG.a j$16 62\l}
\$1.79)
$24g,434
CRDA, IOOi?£a Rag Costs 2.13\ 2.3-CG. 1.146 3700 0 7.\5;2
0
0
!Mort;St !ncomri
D""'l'[op!l:Ol\I Cosls
!2.3S8) '"
(t.459} '
\1,SSH (5,5Caj
0
(870J (1.\S3J
l 47?
l)
!!SB!l'.!) 1l;.a2'J {9_595)
1.479 ~
0 >
~
M~rncn!Foo
-~-~-~~--~~-~-~''--~~~-
_$1:19.1~7 __ S!",$7 _ _iU?_ _ $20l~~J ~5.599
4.664 (4 6641____
~__!.470
0
"
EBITGA
.£5 9'/,
SO
17.6%
"m
22.7% 17.5% 11.1%
•
-'
m
\
Rl..E: t!'lfOA.E
c:cb
Trump Hotels & Ca:alno F!Esort&. lnc.
22-0cl·OO
03:-08 PM .,.~·
Consalid1l!r1~ S~tem.,nl c! Opera!loru; '
fo•QCested fleu.ills l<1r Ille Twe!'lf• Monti\;. Ended lll>Gtomber 31, 1999
"" '
••
( COll's cmiu~. e.u:~pt share dl!t&)
REVENUE:
TrumpTaj
.'Wlhal
Trutr<P
Pfila
TAC
res
Tn:mpAtl C*f
cu.iso1ida.•oo
Trump
Marin..
Tru."ilp
lruf<!f'a
1HCR
H<:il!f!l!JS
!HCR
Elimin.ilit>m Comol!cia!OO
-"
TABLES $271.601
"'•• •'
..
$1SS G71i $101.931 $73,340 $32..412 $377.35.'1
stars 322,0Ji :IBS.439 59()471 194 7B:l t\1.fi42 895.296
"•'
OTHER 22.700 s 22 7f;1) 2.053 0 24 !113
10TAL CASINO $514.462 $3ltl.l10 to $8ll4.!b2 -$2"!C. i76 $14lA54 - so $1 ?S!l~4G2 0
•'"
I)
0 ENTERTAINMENT 5.43.J. 2 921 8.354 2.421 (} !) 10.775 c
z
~
OTHER 34(179 (}175 1.7&5 .05.ll-\9 8'l45 1Jl6'3 24.071 fll.7~2) 53.267
Gl'l0$5 REVENUES ~ii $.471,?26 $1.755 t1.1w.so2 $331.JlO $J52.8Gl $24.072 ($21.7521 $LSC17.Q\3
M LESS PAOW-OTIONAL N..UJWANCES 61 283 00,(M2 -~ 3?292 3.195 O 1M.612 ~
r
0 NET REVENUES SS82.72S S411.ts4•°'-~1co'"''" $9g6,177 l2.'iMJ;31! _ l;l.!9 SCG $24.012 is11_152.) s1.«Z.2ai
m >
z EXP£N:SES
N
~
~
M Pa~"-'11
& Rola!O<! Slril.579 S1<10.SE3 SR0.\42 $102.341 s:>D.847 $3.1£6 !.Cl $456.516
CQst Qi Goods S<.Jld lfi.445 15.01') 3~.464 12.173 1.736 0 4a.s1::i ~
> Cc:r.'Tatil& CO<l?Cffl 51.208 52.365 103.59'3 2ll SZG 22.541 0 154.7SD
r %
P1ornohooill E~ Zll.45Z s.m 37$77 11477 1.682
• $ !136 >
%
m
~
~
Mver\islng
Mar~,OllinQ"!Ertmtal nf1'l iC!
Gamins Ti!.1 .& Regyia«.>ry Foos
4.076
:30.670 '·""
12,01\
9.115
~2.681
4 1!7
t2 Z51I
1.SC2
"'
1.129
0
lli,Zf.3
55.47<1
0
>
>
~
1'1oper'!y Tar;. R11111 & lrnltlrar>CG
U1j:1tioo
47.~2
24.24B
35.3&1
22.992
32.ES'
47.241)
25 748
10.524
45,7111
J.541 "'
2.G24
15(.2B2
6'3.929 r
"
m Allow~DootMLJI Ac<:runls
Gll~Cll'ai I Adm!niSlfBli'a al'dOli!BI 0P9"ra1ing
l(.~57
12 535
1t.152
1.104
2&.000
13,54[)
1S3.567
S.RS4
"'
962:
"'
24.577
"'
0
3'1.0\4
t4.3D6
0
m
St;~~~~ ~~~~~
13.2'.!\f ___i4,75al 2'l5,l1 l ~
'""
21.<lilS
z
M
~
m
TOT AL OPERATING EXPENSi::S
$51,577
$1~
$-15.42:!
_$20.527
$..'1,$45
($4.7Sfl)
[SlS.694)
$1.293.lS~
149037 -•
0
0
c
m
MARGIN
l!'llari:ist e~pensll
24.5%
{9:l.B78)
-11.9%
l47~31) (12.692]
g sv~
[IS'.1.707)
l1.5%
!S!l.S5Gf
103%.
(7.481)
14 7Vo
{24,215) 1E.9~4
10.3%
(m.2SS) -•
~
=
~
M!florify imcres1
NET INCOME(i.005)
0
$1233F l$l20,1£\l
" 0
!$>099\)
SC
ll
!S1tfl..003!_ 1!:19.1£9\
i2,\22) (5.fro)
{fil.12?) J$2S,57SI__
6L5:19
S.C'\.5:)9
{7,692]
lit.539
- ($~
=
n
~
Earnings per shar~ !$t 81)
GROSS OP£RATING INCOME S1<12.Sl!:l ($48,89!!) $1 701 $95.<IBS SSt 577 $15.423 s:J.545 t$Hi.9!H) $149,007
CF.DA lndianap_gg C<ss 2.144 19&9 4.113 l.:ise ,_ros o 9.SJs
li'llorns! Income (1.2521 !SG9i {l,7BSJ t3,S&6) (719) (527) O!l.31£) t6,Q94 (7,154)
0 _Dove!oprnorll CostsiWF aoo~ Q 12S375 0 12S.:>7S 0 :'l-753 132,133
0
0 Ma.'laijllmool Foo Q fl 0 z,,..,"
4.7SB (4.758j___ 0
•>
~ EBITD4 S<4i'rm S90Bn' !$~41 $224 381! _ $~ Sfi.~.589 __ (SlB,771) $0 $~_83 5;.2
TABLES
SLOlS
$49.J20
70.~Si
SZB.010
&o;,5.20
$75.410
t34.S74
$19.247
44 ~GG
$6.$?7
27.915 "
$1012/W
207.055 ""
D
OTHEf< S.794
w
S.794
sii.il.tiif '"' $36.~2
0 5_9713
$0- $l1S..317 •
"
TOlALCASIHO $125.56!.! $90610 $535'97
z GROSS REVENUES $156515 $115.6£1 1SV!iJ $.272.oOO $76..112 $38.175 !s.J~:J. !$5516) S'Jll§,105
lBS PROMOTIONAL AlLOWA.NCES !6.161 1S.£1Z 31.113 S.967 241 IJ. 41.003
"
H NET RE\IE~UES $f<10.~s.t !1oc;0<9 Jsvs1 s2<10.221 :t&s.1i5 5J7.9JJ ss.391 t$5P7rn s;yi;;w ~
,.,0 EXPENSES
,, >
z
-;
Pa)'<(>fl & ket:.ui:d $<\4.014 $35.768 SP.l.842 $25.015 $7.~15 $111 S11l.383
"z
5.091 4.040 0 12.(S!l
CCGI ci" Goods Sold 9.l:J.1 2JMB
''° 0
~
H Coin/Tat>I& C"IJPOO" 12.156 ~J..461 2!>Sl7 7.371 7.715- 40.703
> 7.51'!5 2AH2 l04Z7 0 15- 516
r
Prom<>tiana! bq)onH!
~i~g 1.585 lJi7G 3.2Sl
4.406
1.305 '"
"' '"' 5 515
15,DSS
-;
Ma.rka<!1>!)1 E<mr!nin<l: ii r11
Gam!r.g Ta>: & F!BgUl;mlry F,,..9
e.221
11.319
3.321
365-1
11.5·!2
19,910
3A04
51S:l '"
l 1.l>S2
"
0
37,&!17
>
r
">"' l'"'!""rlyTu. f:l"ol & l~•~"'N~
Utailiru;
6,003
'~'
5_<.;2!.J
,.,
2.732
;1 S:J.:?
''°"
"· 11..:c 1 J_ tl-26\l'
~
TOTALOPERATINGEXPENS£S Stil 216 t!l4.a6il ! 19!I S1Mos1 Sss $1S.1114
----- ! 1,289) S:.>94.!i:tl
"'-;z GROSS CPERJ.TIN:G INCot.4E $29,236 $15.la9
'
[1251] $44.170 SS.SSS S2.l19 11.916 ($4 287) 5-l.415
c
••
""'
0
c
•ARCIN
lN&ras.l &'tplfrn;a
De ~reclu11or. & amcrtlu!llon
""'
(23,455)
f8.~21lj
15.2%-
(11-'llS}
(6.014t
\3.20Zl
(217}
-:a.4%
(38.SBSJ
(15.~51]
131!',(,
P4.-l!OZ)
i4,254J
5'%
i:?.OOOJ
{2.254)
l:l.-0%
;S,064)
!S6)
4.?£!7
15.4%
(56.4241
(22.025)
""m
,,"'-;
Olhll!" f1Cl"l•¢pe<illif>g
Mir.orrty lrdM""I
0
{l
~&.'ill)
ti.444
~&SO)
9 444
NET lliCOME{l.OSS) ~!\ !$2743( ;$3 EFGl 1n BllSl jS<J701l 113 045) ;f-< ~f~\ l9A(4 141~
~
,l,~1tt110ll sharos ~S'!andinp 22.195.256
-<
Earn~ par sl'\ilro ($0-74)
z
c GROSS OPERATING INCOME '29.236 $15.11!9 i$ZS7) $-«. !10 $13.555 $2.11ll $1:918 ($-'l,287) SSl.475
~ CRDA. Indian.a ~sg CDsls m !l C-5h (5-~3] 292
!alD'""' lrlcom•
DwalQFmeni C~!s
(790) (511t
"' (l.025) j31fi) '"
(253) {5.104f
0
4.287 "'
(2.427)
Man;'lQB'meffi Fae
EB ITO A. 28 97 13£27 (2 li1S
'
0
.531
1.2a9
54 Cl>S
'"
1 !!89
4 011
""'
5:!"J41 •>
0
0
0 MARGIN 2iJ.l>"/o 13.fr'~
" 17.7% ll.6% 10.7"4 ·63.7% 15.{l')I,
0
•
'w
•'
-•
ciC'I··22-99 15•55 FROM•TRUHP PLAZA FINANCIAL OEP J0,4417751 PAGE 7/1 !'.i
3 MONYHS 9 MONTHS
3D-see·99 30-See·9B 3D·Soe·99 30·5.~£·98
REVENUES
CASINO $350.:308 s:JG4.172 $972.529 $971,945
AOOMS 28,569 26,841 72.262 70,930
FOOD & SEVER.AGE 40,429 40,927 109.523 110.443
OTHER 30,902 1:l,13l'.' 51,777 33.55El
PROMOTIONAL AL~0 1NANCES (47,136) {47,685) (125,522! (128.578)
-
NET REVENUES ~403,072 $::l97,387 $1 .080,569 $1.058,296
(Unaudited)
(In thousands, except shnre data)
3 MONTHS 9 MONTHS
3Q..See:;99 30-Seo-98 30-Seo-99 30-Se~-98
AVERAGE# SHARES ?2. 195 2~6 22 195 256 2~,195 256 22 206,428
BASIC ANO OILUTEO EARNINGS(LOSS) PER SHARE 1~3041 $0_24 Ui4.4Zl ($1 .05)
BASIC ANO OILUTEO EARNINGS PER SHARE
BEFORE TRUMP WO~LD'$ FAIR CLOSING COSTS
& CUMULATIVE EFFECT OF CHANGE IN ACCTG PAIN, $0.63 §0.24 1$0,64) ($1,05)
-
Note; Certain prior year raclassificatlons have been made to ronform to current year presentation.
(~
(Unaudited)
(In thousands)
3 MONTHS 9 MONlllS
30-Sep.99 3Q.Sep=9B 30-Sep-=99 30-Sep-98
INCOME(LOSS) BEFOAE TRUMP WORLD'S FAIR CLOSING 28,448 16,682 \0,7\B (1.215)
NET INCOME(LOSS) ..
-..Jll~ ~27) ~16,682 (§117,657)_ 111215!
Note: Certain prior year re<:lassifications have been 1nade to confo1m to current year presentatiori.
3MONTHS 9 MONTHS
30-$ep=99 30-Se[!:98 3o..See-99__. 30-See-98
Selected Statistics:
#of Slots 4.419 4.136 4,278 4,137
Win per Slot/Day $220 $217 $206 $199
(1) EBJTDA reflects earnings before depreciation. interest. taxes. ar,d CROA wri:edown.
Note: Certain prior year reclassifications ha\le been made to conform to cun"ent year presentation.
3MONTHS 9MONTHS
2G-!l<>P:~9 30-Se<>-96 30&i;t99 3Q..Se~·98
Selected Statistics:
#of Slots 4,186 4,204 4,202 4,124
Win per SlntJDay $192 S196 $179 $184
{l) EBrTDA reflects earnings before depreciation, interest, taxes. CADA writcdown.
and Trump Warld's Fait closing costs.
Note'. Certain prior year reclassiticatioriS have been made to conform to current year presentation_
(Unaudited)
(In thousands, except statistic.al ioformal!Qn}
3MONTHS 9MONTHS
Selected StaHsUcs:
#of Slots 2,123 2.170 2.145 2,163
Win per Slot/Day 5278 $263 5253 $242
#of T:abfes 85 91 87 92
Win per TabletOay $2,609 $2.489 52.333 $2,136
Table Drop $134,798 1132.698 $362.134 $345,318
Hold 0; .. 15.1°1,, 15.7'%, 15.3o/o 15.5°/o
{1) EBITDA reflects earnings before depreciation. interest. taxes. and CRDA writedown.
Note: Certain prior year re<:lassifications ha>1e been made to conform to current year presentation.
(Unaudited)
3MONTHS 9MONTHS
30-Seo-OO 30-5eQ·98 31Hleo-99 !30--Se~99
Selected Statistics:
#of Slots 1,300 1,375 1.300 1,375
Win per Slot/Day $224 $235 $230 $201
#of Tables 50 60 50 60
Win per TDb\e/Day $1.491 $1,533 $1,707 $1,569
Table D;op S42.544 $54,943 $140,724 $161,899
Hold o/., 16.1°/o 15.4o/o 16.6°/., 15.9"/.,
{1) EBITDA reflects earnings before depreciation, interest, taxes. and Indiana State & Munic'{)al obligations.
Note: CErtain prior yeaJ reclassific;i.tions have been made to conform to current year presentabon.
The hotel at Trump lndianaoommenced operations io October 1998.
(~
3 MONTHS 9 MONTHS
CROAllNIJIANA OSLIGATIONS :30.See::gg JG..§!ft~--~ 3()..Sep-99 30-See::98
TAJ
$565 $627 $1,602 $1,608
PLAZA
651 443 1,589 1,226
INTEREST EXPENSE
TAJ $23.408 $23,502 $70,278 $70,631
PLAZA 12,026 11.883 35.536 35,nB
TRUMP ATLANTIC CITY 3,158 3,090 9.517 9.585
Note: Certain prior year recl':'55ifications /'la11a been made to COtlfOfm to cUrrent year presentation.
..
~~~~~~~~s.~m~s~ ;~ ~~
...ft~~~~~IA~~:
- - .-- ~;
"
""'
STA"JEMEHT OF OPERATIOffS
(OOO'S) 0
m
ITT 0
"'z Varlanca to 1::t98 VariancG lo BOOQE!t 0
0
S9 Actual ,.._, favorabtefjU:o!'flN or.it.le}
• V4
Fzvor.lhW!U Ji
•
tie)
" gggi.
"
.,.
-
REVEN1JE
T""""
""'"
. .00
$:55,398
148,300
••
$53,644
142,002
0
0
$f.754
M64
0
0
3.3%
'-""
,..,.
$55.380
151,802
0
0
(3,416)
••
°"'"
·23"
"'0
"'
~
>
"'
--
"'"'"""" ,_,., '·"'
1.f•'1 1,604 (141} -7.8% 1.610 53
~
TOTAL CASINO $205,447 i19a,350 $7,097 {$3,345} -1.6%
"'w
12200 1~452
,,.
(166) -1.SY. 12.600 (33<) -:2.7%
"0w
·-
food & Beverage 26.396 26.001 1.5% 26,4!13 (!'7) .;().4%
Entertainment 2,101 2,212 {111) -5D% 1.993 10S 5.4%
o•"GROSS
REVENUES 6,536 6,654 (118} -1.5% (581 -0.9% "'
l.D$s: ?roino&Jnal ~
NET REVENUES
$252,746
28,475
$224,271
$245.669
29,673
$215.996
$1,071
1.198
$8.275
2.9%
4.0%
$256.472
29,61G
$226.ll62
{$3,72-6)
1,135
{$?,_591)
.....
-1.5%
-1.1%-
~
z
w
EXl'E11Sm
'"" ~
~
<
Payroll & Retated $76,6!17
.....
'75.M1 ($816} ·1.1% $78,454- $1.757 '-"" w
Cost (If Gc:iod3: Sold 9,663 {415}
....
4.5%
-0.MIO
9,613
,...,,
('O)
""-"'
"-""
"'
-··
21,113 .24,.598 J,485
CoinfTablG Coi,ipoos
PromcJllcnal ~ 13,573 "'""
13,573
[171)
,..,
0 (1.046} -6.3%
.
~
.....
19,574
'-""
18,129 ''"
(845)
3.3"
.....
-4.~%
.
9,507
19,642
(52) -0.5"
0.3% >-
z
w
''"" ·5-~
Propesfy'Tu. Renl& lns!RV<e& 7,321 7$) (444)
Utifi""'
~""'-
Gsnen¥Adlninlsltattve & Otner Opcra!ir.g
5,176
203
15.6()9
...,
5,015 f161J
140
-3.2%
78.5%
4,99l
1.076
(!631
873
-3.7%
81.2%
0
H
a
42% 17.746
"""'
15,25-1 1,64.7 t0.4%
TOTAL OPERATING EXPENSES $162,518 $180.231 ($2,2S7l -1.3% $189.292 ~6.174- 3.6%
z
......
0
-
0
GROSS OPERADia 8iCOllE $41,75.1 $35,765 15]% $37,570 $4,18.3 t1.i%
h GROSSOPERATlNGINCOMEBEFORE
CORPORATE EXPENSES $42.259 .,.. ,,. $6,203 17.2% $38,113 M.156 10.9%
""' ""'-''""'-'= 0 0 0
'-""' 1,:;oo 100.0%
EBmlA 142,~ SJEi,00.S __j§~J 17.2% £!9,!!:13 R,658 6.7%
"'"'' ,,....
"""""' 16.6'"i. 16.7% 2.1 pl:3 1.3 pl!!
-~
~
• NOTE: lnle~ !Jmom11 \$
G3h (Xl 5'1le
lndudod in OO>er Reveri1.1&.
•..., ·~ CRDA WITT& Dowf\ and Caporale ~ {OJT managemontfee) .aNo lnduded ln~Mnlnlstra\tvu~.
""'""'
Food & Beverage
Emerlainment
10,230
817
4,000
10,-'\5G-
1.llS&
(229)
(278)
-22%
-25.4'Y..
10,293
1,173
{2-6)
(63)
(356}
-0.6%
-0.6'Y..
.S0.3o/o
0
w
o""'GROSS REVENUES ,_"
'""'"
2,810 Z?94 O.!'i% 2.810 0 00%
$64;249 $93,661.l O.B% $96,235 ($1,llSS) -2.fo/.;
l~ promoijooa) Mowanc:es 10,571 1t.741 1,173 10.0% 11,675 1,104 ll.5% z
w
NET REVENUES $63,fl78 $&1,928 $1,750 21% $84,560 ($8821 -1.0%
,_~
EXPENSES:
.,,,, <
"'",_
Payroll & Relaled
Cost of Goo<1s Sold
Coinfl"abla Coupons
Promolli:m&I Expenses
$26,001
3,822
1, 156
5,500
$26,293
3.785
8;1.52
5,072
...
<'7J
('34)
1.1%
-1.0%
tZ.2%
$27,375
3,812
a.950
$1,374
(10-J
1.794
5.0%
-0.3%
20.0%
~
Mame~if'lment
Gaming Tax & Regulatory Fees
Properly T~. Rent& 1~
3,{)54
1,204
4.579
O.l!Ol
1,S2.5
(401)
3'l3'1'
-~9%
4,143
7,134 '·""'
(1CJ
26.3%
-t.Q% z
~
""''
2,719 2,335 -1as% 2.5113 (201) -8.Q%
u•- ,_c
A!~IAo:ooNs
Goneral!Adminbimlive & O!het Opcmting
TOTAL OPERA11NG EXPENSES
1.970
142
...,,,,,
5,592
1,884
407
5-,72\l
$~?~Q.
(SS}
265
12'
$2.479
-4.6%
65.2%
2.2%
'-"'
1,678
393
6,091
$67,652
...
(292}
251
$3,5"91
-17.4%
63.9%
S.2%
5.3%
"cz
GROSS OPERAD&INCOE $f9,417 $15,168 $4,229 27.8% $16,700 $2,7{)9 16.2% "
"""""'
CRDA
232%
."''
i-8..5%
$326
4.7 pis
$62 t9.0%
1.9.8%
$339
3.4 pB
$49 14.5%
f;j ln!.ere:ll looome !lg~ ~172! i20i 11.S% {130l ~621 41.7%
"
m
CORPORATE EXPENSES
Corporate Elilpens~
EBITDA
$19,613
~196!3
0
$15,342
~t5342
•
$4.271
•
27.8%
S1.f~_1...,.~~!f-S%
$16,917
500
i17,417
...
'2,696
$2196
1s.g%
100.0%
12.:6%
'
[ii 28 ""
"'
~
Gain t111 5a&H~ck. CRDA Write OOW!l and Oxp<rato E,:penses (OJT m3fla9llmenlfee} are lrn:luded In Genen;J!JAOrnlnblralmJeic~.
L .,, -- -..-;: .. - L
... 0CT-22-S9 11=49 FROMoTRUHP PLA2A FINA~Cl~L DEP 10,441?751 PAGE l/3
'
FROM:
DATE:
COMMENTS:
B:'U.Mwi.ALJ<. AT Mlfwiieall"f"I
A'ru+mC Cln', NJ 0840 I
~!!:: IBOiOIJ441-7Q51
FAX1 (QOQ) 44 I ·7Q57
"""" """
!<1.l...
14-~
,w•
'~
""'
~jJ;l·I
'""
'"""" """"
C1'1£01T/
H.Sy;
U.1!'!4
... ,,... ..,.,,_
..
($,Ult~
~
.......
•11,M
...
TA~l.EWl/l
2~.ea:l $.S<r.
(~.45~:~
.,..." ·13.6"1.
SLOTWl/l ~.2'"1 ro,e.!07 8.4'4 1$
P0K'£'1WIN M
SIMULCASTir~t'i
KENO Wiil
ZT,74~.2
"
00
~1,677.7
''•••
(~.1:::0.f)
"''
-13.()'f;
...
TOTALWl:-l
$t,t14.0 2tl.J'4 13--'l:'I'. M.e3S.9
"'"
1'~'f.
"·"'
•'' "'
TABUl'. CROP (4,0UGl
CAeSARS
TA.Gt.EWIN 14971.1 18.J'lo 15.11~ 5 1r.1,, (148. ·1.C'!4
1,17& z
:tlOTWIH J.~1 t4.1Xl9-l
~'-5
'" z;i.1124.0
11J.G
5.1"4
,17,7~
"'~
PQKllftWIN
SIMULCASTL/G
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12•.1
17S.S '~'~
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,,,
-16.~'4
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TOr>.lWi>/
YABLl!MOP '~
3!1,<44.\1
7~.222-5 2l.'Z'4 11.e,,
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&s.ss:i,e "-" 10Jl'llo
511.1
r.e~~-1 11.7..
TAeU:Wlll 12,1143 l~O'lo 9.ro; e l~.9% ~.j73.S 24 l"
SlOTWIH
'"' ,00,
:J(),Hl93
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:19.,1';)6,0 11.1% ~1,,J 3.1 ...
··~,,
POKIHI WIN 131,7 ·l~.;<11,
.
1~~-6. .2. .
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SIMl,;l.Cl<STl~G
K!itJOWIN 70.~ ,5_1,;
TOTALWUl
11'1.IL! t:ROP
"" ••
<2.GO<I.\
2S.6.15.1 11-2% 4.1 ...
;?;!l,llil.4
~.n1_a 1$.3'" ~.o,.
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.,.
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H.3'!0 3.119.3
".."
l'l\llLEWIN J.650S \7.0"
10.~!tll.~ 43'1\>
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POKER WIN "
rn)Mll
M ., .-i.4'11>
O.ll'll.
... '"
$1MULCl<STl!iC
"'·'''ru
llENOWIN O.C'Jo
lOlAI. Wifl 13,Q1(;>2 13 41$.(; 3.7..
T>~LEOROP
"• M 35.7~ 4 2!;_~.,.
s.a'4 lQ,l"'6_0 24.3'!0, -6.3...
".
SAN CS 12.400
~_$~~-1 n.111, $,1285 13.~%
"'" ,,. ·11.4111
"" '·""
TAmLEWIN
n.~no 5 ~,. 1),55\0 (~ --0,3111
SLOT WIN
POKER WIN <MO '00' "' "
"' "'"~
Sl/l.U~CA$Tl~G '"'l.9ll
K~NOVillN 00 ~l.b ·100.0'f.
TOTA(. Wit/ n 1&.m-B 18.\iJ/ :i (!>¥,( ,J,4,.
''
1!1-.1l~O
.?ll3\',
10 n,,
6.1'>
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31.~•5
..
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14,Hi!lt
7,_o
rn.ssou
2 1e ~ ...
17.7%
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,,. 9.~rn ~
o.on.~
('fB,
'''·'00
(1,SSL~]
......
30.411;
·\~_1.,,
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.,~
TOTAlWl/l
"
TPoJMM11'l TA~LEDf!Of
TABLE WIN
$t,0TWll'I
POt<£f!WIN
"'
4.•~t
er.e10_5
~~:ll!:;
1.Ci'27,I
20 Tio
IS.~'4
14,:1'1,
11.e'O\
106,2016
~1.91) I
:15.l::.<l l
1,MIL?
z:;.~ ...
::m.a.,-,
1~-S",I,
10.9%
il!,4'52.1)
(i,916 ~)
1.;ll&~
1"5.4
...
,17_411.
.'.36 ·~
".,,.,' jg-~
SIMUlCllSTl'IO 101 3 .9_~'1\
111 l ·30.S'lO
K!NOWIN
~~.ur.s ~~,943.5 (~.lli.11
....,,.
T~l!'°'I. WIN ·H.1%
...
SHOW$('A1 TA01.£U'1.0P
T,t,ll1.£WIN
SLOT'WIN
POl((R WI>!
SIMUleASTll~G
"n• "
3 ;;-4
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'~.111-S
~_0?4;
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~~
11)'1,
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102'1.
34,304 1
•.r.n.o
.
2o1.~11.8
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17.5'1;
1~.8'0
~.•11o
1() 1%.
t1,1n~1
(~-~)
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·35'l;
·1~11"4
.;i,0%
"'''·" '"
M
....
K!NOW1N
TOTALWll'f :9.JaiO 29,00~.3
'·"'
rnoe TABLE DROP
TA01.EWIN •' '" 51'.01/ll
e.825 3
J6.0'll.
14-6"4
9.1\'ll. S!l,~1!1-0
!'l.?.i5,1
21.as1.a
16.)...
IG.J"ll
;5,,
I""" ·9.~'11,
~~OTWIN
' J,liS9 13,i<\~
mo
0
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.;_~'!!.
f"OK("WIH
SIMUl¢A$TIJolG
.,
~· '""
n•
l\0,7 .,&8%
f<JLTON
KENO WIN
TOTA\. WIN
IAeLE CllO~
TA!>~EWI.~ •• "
32.~>72
M,2'.l!I~
\0.706.5
10 l'I!.
18.!'1>
.... 3?.m•
51',MSl
a.ne.o;
.,
~ .
l~.2'4
,,.
=·if
,.~~5
\,l\-01.1
·'~:~t
<l'.)..
ZIJ'!!i
S~QfV.IN n 1.311 J3,191'l5 5.J'!I. 1ol.Jl;7.0
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··"'
'·' ,...
o.~"<>
.,"
POK!!'lll'llN 0.0
S1.itJlCllSTING 000 1115.1 Cl.1) 4.1""'
l".ENOWI.~
Z3.W57 "
z.l.271.6
.,. 724.1 3.1'!11.
... ..,..
......
TOTAL WIN
• 39.('fJ•'-1
"'' '"' 39,578.' l/J.6¥. ("'64-~)
,..,.
'• "
W.Rl.~A TABLE DROP
TAOlEWlN
111.0TWIN <l'.119
~.ma
11J;QG~
11.611 4,457_9
H.W.J "~
'"
,..''".. 2.1111.
PO)(Ef\WlN
"•• 00 •••
...,...
.15_~...
(1~~)
S1MiJlCAS1UlG
K~NOWIN
45.2
""
00 ,,.
tv.R.RAlfS
TOT,O,LWI~
3:l',l!C55
4,8741
1e1<J.
14.9'1.
,,. 21,2118.T
34,171.S 19.11$ .... ,~.
(1,Wl.O)
'·'
TJl0LEWl/l
1KOTWIN
' 2.7" 17.~S4 7
!II.~
11.1%
4,87:1_7
,,,
nom' "" 9.eo;. l,11246 .,,,.
....
1~.3~
P0"1'.f\WIN
SIMUlCASTlNG
'·' " '"" .,.,.
,,,..
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Kl:NOWIH \W,$
n:v.i.)
....,.
!OTAllMN :nl.10$,1
1,166 2;1.5'K.
INQllSTRY TABLE DROF' l)IS.4SS.9 100.0% 1>3l.OO't,4 ~" 1000% (14.37511 -2-3"'
"4.17~.9
"''
111eu; WIN 101,206.1 1~.0-,, t6.~
SLOT WIN
1'0K5RWlt/
SIMlltCASTINC:.
K(N{lWIN
TOTA!. \NIN
311,J~ 141.COO.~
~ .
Z.l'lll.J-~
62, ~
\W:,"47.:l
100.U'\lii 241,21oe
~.701-0
l.O'.l$S
(.~.
3<11111!148
1eOO% $.1':lL6
"'
i1esfil
\221.~
(1,451,B
J,e..,
.18.~'Mo
"""
.(I.~ ...
(~
,.. ..,,...
~ TABLE DROP
TA~l.E WIN
"'"''• uim•
00 ~7J,S19'
11.cin
:IC
g
CRE:OITI
"""" """"''"
11.511.
18_1,,
1999
"" """"
.i.e'5.~200
"'"
""
""""
71i,111 ..
t11,7r'68
CREOrrl
15.N
...
9.811-
YM.
(13,~:~
iJ.347~
·t~
.. .,.
..0_1'1.
SI.OT WIN
POKE!l:Wll~ ' 4.;<21 40'l'.~
0.0 "" "'
0.0 "'"
$1MULCA$TING
"OD "'' 00 '""
'·""
...
KEN0',\1'1~
2M,4f.5.l '1t1.1J!'/"J.• (3.381,1) -1_]'11,
l'OTAlWlf.I
', 7~.46~9 27.7% 13.2% 766,2~8_2 )1.1'4 1'l.4'J. ~.7&;,4) -1,'l'll.
CA£SARS TASlECROP
TASLEW.'I ' '" 124,0~79 16.4':'. 111.fi-9 1S.3% i;,41'2.0
,,.. ""
KllNOWIN 1.at~.l 9.6',1,
:r.16.211.ll
.,.,..
rcr111. W1N ~.ro.·~L7 4'0,4e:l.ll 9.0%
,,'
"""
TMl~l'i
TA!!Ui:WIN
SLOT WIN
OFIOI'
,, ""
TASl!iWIN
~1617
!UJnS_\I 4.:% 95,~~ ~.4~
Sl01WlN
POKER WIN " \.JS1
'·' ,, 00
'"
" ''"
...
StMLlJ)ASTIMO
00
Ki!NOWIN
10TA.t.W1Jll
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1~.a12.s
" 0.0
126.!ml.3 (2,7G::le) ""
•2.1%.
'""'
2-!i.1'3\.7
'1,111:11.S '·"'
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TA~ll! \l\lltol
SLOT WIN 2.001 12•007.4
t)'lC~O
'" 1UM'l'.Xl6
1,"'416
S.S'\ S,Ofti.S
161.4
'"
11.\%
.... ,
f>OK~RWI~
n1.o
SIM'.1'..CllSTl~G
KCNOWll'I
1n,9fi_~l ""
l4l1 J]i~
·1.9%
.,,
.1tQ.Q',(,
TO'tAl WIN
"• ;M3,;-41_t) 24.3'il. e.C%
15$1,2.7
Jte.eno 11.s... 5.~'!'. 2~.8'11.0 ,,.
'"° "
Flt SORTS TADLC OrtOP
1~ a11. ..J,2(>1111 ;4.A
TNlLE:WIN
:.•.OTWiN \,3S2
..7.:100,4
112,iJOO
oo
S.4% 1)5,6997 "" '" \12,~~:~
0.11.
.-9.6%
POKER WIN
Sll,1U~C"1$T:!oiG 1';~5·J
'"
ooo'
49.6
(3.'il)
·1000:1.
-1~·~
kPNDWIN
tOTALWIN
rAaLE oaor
" 11~.~4
" 153.76-1 ~
(Ml.Bl
(1J,!:l5.&1 ·1.1%
TA.JMlllW..
TAB'.EWIN
$L0TWIN
POl<EllWIN
'"
4,315
?S7.3TT5
1~4.400~
N~.!)<lg 3
1•$01.6
"" tSMlo
U.7'.•
11 \'JI,
!U.i,01 L?
,~_00$_.;
Zl1,1~.7
\',l,'>64.1
<!6.4'llo
11$.5\0
15-7%
10,711.
(115,6342)
r;!4,4!J\l.3]
1~~:J:~
.12e'%
·111.~'4
7.1Y.
16.C'A
"''
.....
$1M\JLCASll~G illO.B -0,ij.,.
KIONO".'llN
TQ'l'ALWIN
t"e!.$
:iro.aat.~
1.0Zi 4
'9$,ij11 6 (4, rn"g! ~"
·1.2'11.
" l~~'.g~~:5
?~.1~ 5.~'f, ~24,;r.JQ,\ (16.214 i;i ~
'"' '"'
$1<1:.M'aOAT TABLl!iDA:O? 1"8%
TAf'llEWIN
""' :i.r.1 '2J:J.Bl'i2.B
H.9'1>
11'.l'.1%
17,291.&
m.!91.a 10$1'
(1,319.11
4.lXiS.O
·2"
SLOTWll'I
f'OKCPWll'l 00
379.3
o.o 00 "'
$1MULCMT1HO
KElllOWIN 0.0
2.'7_2542 "'"
274,Jl1l
!61.41
••
·13.9%
.\00.0%
tOTALWlN
'""' '·""
l'FIOP TAl!Ll!OJ!O?
TAStEWll'I '' "' $0~,~7
"'"
a1,~102 1!10'.i.
... ~% 51\.,~.00Sll
01,(270 ~:~~ "" (41,egi.g
(ll,i::.U
·1.:!'11.
·10$'k
SLOT WIN
POKERW\N
SIMULCASTING
' 3,675
'"
210.110 1
7,911>2
,,00'.l.4
!9.(1~S.3
7.&D2
1.171}0
'·"" \5,Y.14
313.0 '·,.""
4.1%
·i,g.O"i.
.
.
(117.m
e
KlNOWIN
TOTAL WIN
'• "" :ioo.wi.6
7432
:m_7~G.G
(416
5,1~!10 1.7'1'.
1:11ll'ON TAet.E tlR.OI"
TAeU:. WIH
SLOT WIN
~OK!iRWll'
S1~ULCAS11N(3
• " !>~:~~i:~
' '""
1e.s"
12S,6\1.G
00
1,061:;
1~-~~
...
9.9'4 600.67)0
71,5-.Q.~
121.'51-C
1e1 #
1,0'lG6
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j(~"'
~.6'J(,
1Q\&il.2
::IU,040.?
.._ 160.e
(l~:;i ·1
,,
H.O'h
ol" ,0'$,
2.t>'lO .
••
... ." ....'""'"...
KENQWIN
219,29'12
n.• £1,1)
2'3. 61
·Hl00%
TOTAL WIN
' ., :u.•'I'. $,3'$
195,Jl\_$
""""' TABLEOl'ICP
TA\ILEWIN
StOTWIN
POKlfRWlH
2.l~J
0.0
~5,~11.6
152,549.0
15.J'l.
6.B'lr.
!i.3.~~1.4
14~,538.0
0.0
1$.~%
1G.315.S
1,910,Z
6.011.~ A.111
...'" .., .
SHAULCASTtNG 1.~~ 1.1!11.1
,,.
(94,1)
1(£NOWm M O"
200.rn.J 201,T.36.~ 7,tieG.~
TOTALWlH
'
KAllRA11'S TAflLE OROP
TABLE\Mi'I "' zioo
" m,!>199
~8.301.1
19 G'4
""
~.G'lr. llS.7'91.11
4';.717.2
20.~'4
14.G'ro
(12.~19)
~.~HiOJ
~
·2.6'!1.
SLOl'WtH
POi<'.f.RWI~ ' 241 841.2
9111-1
10.7% 211,367.3
llflU)
,4$3.9 13.3%
10.7'!1.
'·'
. """'
51MULCASllN0 00
KENOIMN
TOTAL WIN
' ~:~il
1.1~g.s
2~,17(;.0 26.97E
00
(t5!! e\
z ""'
·13.1%
10.?lli
lmlV~TAY TA9L~OROP
TAll~EWI~
1,1S9 S7U.'11'l1.1
a.l»Zl1.Z
,,
15_4'1[,
5.?».~3.S
877.951.5
»,. 100.0'lto (U,3'11!11 -ON
SlOTWIN 36.015
2.~~:T3J·~ 100.0% 2.1!i:!.N1.B
15.3%
'"'"'
5,2?1l3
!.\4.797~ '"'
4.4'Ao
f'OK£R WIN
SIMULC!l.STING
l<t'NOWIN
9.611.4
~.712.4
3,10:1,310.5
1'.l.m.~
S,$)95
S,ti77.3
1.~...,!)
~~6.1J
Qt9)
'·"'
""
-iSS,,,_
TOTAJ..Wli'I ~.oe1,S4~.G 1!)0,11;"0 J,3,,,_
FROM:
DATE:
COMMENlS:
~AL.1">1+.TMI~
"'f<
u
' ~- '
. -~
o• •
'....___..,
"''
"' Trump Plaza Hotel & Casino
0
~
0
w Industry Comparison
0
0
< 0
YTD 1999 Actual YS.1998 Actuals
• ($000'•)
r-·3~ ."'
Industry Table Crop l$5,738,708J )$5,753,104) -0.3%
0
z
Plaza Tabla Units 99 110 (11 -10.0% w
•w
Plaza Table Fair Share
Plaza Efficiency
8.3%
98.7%
8.8%
95.8%
(0.5 pis
3.0 pts ".•
w
0
1-:l
Industry Slot Win •• r2.258.030 $2,162,736! $95,294 z
•" 0
u
••
0
Plaza Slot Win $208,403 $211,7551 ($3,352 %
Plaza Slot Marl<et Share I 9.2%, 9.8% (0.6 pis
""
•
ul
0
Industry Slot Units I 35,9431 I 35,2831 I
' 6601 1.9o/o
"" Plaza Slot Units 4,202 4,124 1.9%
•
M
"
m
'
""'
Total Industry" Casino \IVJn•
Total Plaza Win*
$3,141,288
$284,481
$3,044,113
$287,872
[ $97,175
_!!3,391 I 3.2%1
-1.2%
'"u0
" ;,.,._ L
•
'" ~ 22--0et·W
n,,...,._ 12:00 PM "
~
w 0
0
-~ 0
• T1tm'p Plau Hotel <11mlCi1sino 0
" Ope1aling Rcsulls for 1.he Quarter Ended S<..-pl'l'mbe1 30,
Statemel\t of Op.orations
1~3S a1id 1$98
{ IJCO's)
=
0
~
REVENUE:
99klaal s.s Actual
·--·-
V~riaocc to 1998
~'tllr~bMUn(ayoril.~
. 99 6ud11e1
Veliani:o lo Budget
favooW!ei<Unf.)yorabje)
' %
~
>
m
TAm..ES $3l,20l ~21,898 $'.l,309 11.9% $29,851 $1,356 4.5%
_ _ ?9,227 ~
73,6-92 ?:!,?!! ·-·- .f?B~
Sl01S
TOTAL CASINO --$HM,900 ~'103,669 $1,231
-2.7%
'1.2%' $1.09,1)76
--~~
{$4,t78)
-7.0%
--:3~ij%
~
" w
"' 0
-'
••
ROOMS
FOOD & BEVERAGE
,1,~93
14,013
10,441
15.013 ''"
(l,COO)
9.1".t.
-6)"%
11,3.-3
14,011 "'
{84)
0.4%
-0.5%
0
w
=
---..
ENTERTAINMENT 1.001 t,122 (115) -1.0.2% 1,178 (171) -14.5~
~
OTHER ----------~·~-~- 2,415 i7.1% 58 2.1% z
0
MOSS REVENUES $134,141 $l:>l~560
-
'"
$1,481 ···1.1% -- ----2.ll!!_
$138,448 ~-{$4,305/ -3.1% w
_ _,_7.QQ ____ !?,?~I_ n•
•w
lESS PROMOTIONAi.. AltOWANCES
~ET REVENUES $117.098 1114,893 ·--$2,2Q?..
==1'.!i% 41% 16507
$121,939 {$4,841j
-3.2Y.
""4.0%
~
~
~
0
~
EXPENSES
P*Dll & Rell!icd $l4.846 SJ7,lS7 .$2.:Ht 6_3% SJG,238 .,,,., s.g•,(,
w
=
~
< 1J3'..{,
"" 22%
CW of Good• SQ!d 4,139 -4,.JOO 35't
ColNTabie Collp.;Jnl t4,594 2 14,852 5S4
14.i-96
"'' S.7%
{l',(.
u
z _,..,,,
P'romotimal ~-
'"'"" 2,200
.,,,
(800) .:;5 .C'% 2,281
""'' -34.9%
w
4
~
•<"
Mait.etln!)IEntMainrnern
Gaming-Tax & Reg11btciy F~
~Tu, Ri¥ll & !nw1ana
1,209
3,092
'·"""
6.44'2
3,025
1,004
3..3BJ
9.•27
6.3311
'"
(361}
(104)
36 2'%
8.6%
-4.0%
·1.6~
1.s~
3,7-05
10,253
5,924
...""
,.
613
<S1S)
36.4%
15.5%
•tJ%
-8.7%
~
~
z
w
Q
N
~
"""'~
.-Jl~Doubi.!ul kcoorm
Gfmeral f Mmlnlsha!fre arid Cthef Opet3llriQ '"
134,600
'"""
1,S<'l1
S3t2 --~~
'"
1,300
50%
~1.3%
-'20J4Jj%
""
--~""' 15
'l26 1 B~
8.2%
19.2%
-11n4.1%
~
~
z
• TOTAL OPERATING e'XPENSES _S2!~ ... __ ,00792 _.J!12<1165) ·_.1:is:B~ .. m~i j$122,11~ -1'31.5%. Q
•,• CROSS OPERATING ll'ICOME ($97,8-59) $24.101 {°"121,G&l) ·5l..&.t% $29,(l!ll 1$126,9561 -436.3%
0
..•
:
IMRG1N
World's Fatr Ow.ir;g
..aJ.6%
128.375
21.0"k
0
!104.5)~$-
128.375 !l-(J~
23.9%
••
(107.4)pts
128,375 0.0%
0
...•
G3ln Dl'I Dilposal
CRllA
lnle.flt~
---~
(50)
""
M
EBITDA i,31 021 .._.=$24 .002 --:_J_§:.si~_ 1;2s.i10 11 61 l . ~5%
\_,
_Wlf/JI&;'.,,,.
,_ ~
"' N
"' ~ 22-0ci-99
~
0
0
12.0S PM 0
w ~;
"•
<
$<.e - ..
">
tu 1oos
v.w.~
En'gWli:!!Um~lt>kl
Variance lo Sudget
~r.ilbbli!.!lliill'Smtbll::l
•
REVENUE;
TABlf!S
99 Acb.la!
$76,005
96h1ll;;il
$?0,2SS
$
($263>
%
..0.3%
99 Bud11el
$78,877
•
($2,342J
__ %
-3.t:S
,,,"
w
~
SLOTS 205004 207,636 ____.(?25-1.l -1.2".4 216732 {11 64fil -S.4% 0
" $281,11S -.$283.934 ($2,615) -- -1.o'i' $295.,609 -4.9% w
.""'
TOTAL.CASINO ($14,-490)
''"' •
"
•a•
ROOMS
FOOD & BEVERAGE
ENTERTA!Nt.IENT .'·""
~b,735
..,
:sg,577
26,815
4l,2"2il
2,229
"'"
1"''"
{l.851)
- ____ J_~
17
6.9%
...O:_O'A
01•"
:18,67!
J0,169
2,498 i252)
0.2%
1.'"'
-10.1"
"zw
~
--~
......
OTHER ·35'A j28?J -3.1"
GROSS REVEHUES $353,073
_ _ 46,5'14
"Q;'j~ {$2,650) -----~.8% $J7J.629
__ ($1~,.555}
n.e;~
-3.9% "<w
•wa LESS PROMOTIONAL.ALLOWANCES
NET REVENUES $312.529
47,8'?2
~ .:~4 107 _ 1si'£}~ =---·:,05;,r
2.74.4
lllS 944 - {$16",41 -
-4.2%
----!:.0%
•
~
<
"u
EXP£NSES
Payrd.l & R.:olalcd
C<isi ofGGadaSQM
.$104,610
11.611
$100,908
12, 189
~2,298
.,,.
sn
2.1%
4.7'1'
St1G,643
tt,719
$8.233
102
....
o....
~
<
H
"
-""
Cc~able: Coopci!l5 40.032 40.620 1.4% 41,724 1,(;Sl 4,1%
%
< PmmoflC>MI Expenses
,.,.
1.006 6,221 {S45) ·13'.6% ft,7{19 vsn -5.3% "zw
-
2 4.llJS 1,051 223'11. 5,042 1,31W 21.5%
~
Mar~ng/£nt~rma.t 8.22l 9,229 1.008 1~19'-' S,632 1,411 14.6~ 0
~ H
<
Gaming TctA&- RcgWi!Dry Fe"~
Pr~lt)' Tu, Rem & lnwolm.e
26,737
11.317
?6.774
.,.,
17)1-37 "
''°
0.1 ~~
2.S"';I.
2$.352
16.934
1,Ei14 5.7"
·2.31'. ~
z
"
<
.l
UHll.I«
Alkiw;J.rii:a-Oouttful Aiecunb.
a.293
"' t.704
92
""' sa1%
t.1% S,185
1.590 ,,.
"' 9.7%
55.1%
0
0
• G"neRJ r Mmll'll$1ratlvc sod Qt.her Operating ___1~~ - !Q,663 -·· 1127,1?~~1 -012.1'% 2:2'.895 __ {125.~; -~.9%
"•0
TOTA1. OPEAATING EXPENSES
!$&4,29'1'}
.£~
$~&;3
__ {U.!!J~l
($122,9GO)
····--:~~~
-200.0%
,,o.w ...
0.0% 0 128,375 0.0%
•
"
Gabi on Oi$~
CRDA
lnte<e51 lrn:otne ----~~
(SO)
1,5a~ 1.226
--.--f2m
0
'''"
''"
525 .55..4%
1,311
0
!454~
(50)
"' .
4'
0.0%
212%
-!;J;)%
-"J§2so ::::-:~10.§%'
--~
"' ---~42
"'
EBITOA @192 0,l)'JC,
M ~
~
u
0
L
- .. ··c. .. ,..
----!~
; ,
~
b~4~)"
M
Three Months Ended September 30. 1999 vs. 1998
~
~
0
{$000'>) 0
2 0
! S28J,15S
-~ $2,090,091
$328,457 r $5l,ll68
(.$45,302)
2.4%1•
-13.So/o
=
~
,.
T:tj Table l\'Iarket Sh9.re
Industry Table Un.Its
i
i
13.22&/,,
1,189 I
15.71% (2.5) Pts ">
1,242 (SJ) -4.3%
Taj Table UnJts l49 [56 (7) -4.5% "'w
0
Taj Table Fair Share 12.53o/o 12.56% (0.0) Pis 0
Taj Efficiency 1-05.So/o I 125.1% (19.6) Pts w
:::=: !ndustryT.abJe Win $320,017
I
i $322,934 ($2,917) -0.9"/,, "'
~
~
JD
Taj Table Win S40,924 I $59,708 ($1&,784! ·I . -31.5% z
w
Taj Dold "/o 14.5% I 18.2% (3.7)Pts iI
Industry Hold o/.,. 14.9% i 15.5% {0.6} Pis ! • "w<
11
lfli~i
ID
** ">
•
iii Industry Slot Win $8J4,l70 I $191,835 I $42,335 -----i 5.3%1 J
S9l,921 i
·u !
"'
~ •• Tlbk & Sl.-:>1 win ~rtMbetcre u:awls (:ash buls)
-~
~,
C3lo1115\"'orl<\12J\BO/JW\19lN"9!xald l!liWl999 13:§: .:e:El
-/ -
- •i;.l L
~ Trump Taj Mahal Casino Resort
[odustry Comparison
~
Nine Months Ended September 30, 1999 vs. 1998
(SOOO's) DRAFT
~
~
0
0
<;i 0
Actual Actual
-.--··--· ,-·
Variance
·--- . --- Variance
":u
·1
"'
I
~
Taj Efficiency 92.9% 91.5% I l.4 !'ts I ~
z
0
0
g
Total Industry Casino Wm •
Total Taj Win•
$3,141,288
$374, l~-1...,
·1' I s3.o•o.693 .
$381,036:
I $100,595
($6,&55)
I[
I
3.3%
-l.80,4
I
i!\ •Wt~ pt8cr, 1cf""A 1~WU1ro:~<mlA
"'
~
••Taitt&: Sic\ .,.;~r.:poncdbdi:iro:acm.>t. (caihbuU:}
~
·~
C:\JoM\,,..,MtDIB0~19'JN1lb<llld l\Vl2/199' jlb'.\6:1.(tT]
.. ·-·
..,
\..._,
N TRUMP MARINA
l'l INDUSTRY PROJECTIONS
JRD QUARTER 1999 ACTUALS VS. 1998 ACTUALS
M
w
(Q""Sl
,"
",; I 0
I
Varlar11;etc 1998 0
99Actual SU Actual VM 0
-··
!industry Table. Drop $2,1.41,159 $2,090,091 ; $51.068 %2.4%1
I
IMarina Tabla Drop 134,798 132,6!18; 2,100 1.6%1 "0=
''
; Marina Table Market Stiare 6.3% 63%i !10 pts ~
>
jlridustry Table Unils 1,24Z (53) -4.3%
1,1::1 ,_"
.S.6%
Marina Table Units
f.narina Table Fair Shara
91 (6)
"'w
'·'"1 7.J% (0.2) plS 0
0
w
Marin.- Efficiency 88.7%l 86.3% 2.4 pts
"
~
Industry Table Win $320,017 $322.934 ($2,917) -0.9% z
w
Marina Tabla Win 20,3691 20,8491 \4'>0) -2.2%1
,_
~
<
w
!Marina Table Hold%
1ndus\ry Table Hold
15,1%'
14.9%'
15,7%:
15.5%:
{0.S)ots
{0,5) pis
: ",_
I' ' ~
<
1 ,_
H
'Industry Siot If/in $834, 170 i $791,835 $42,335 5.3%:
z
' w
Marina Slot Win
Marina Slo1 Markel Share I 55,7001
6.7%
54,172
6.6%
1,528
{ll.1)pm
2.6%! 0
H
~
z
0,5%i'
0
Industry Slot Units 36,205 36,0211 164 0
lil
N
~
IMarina Efficiency I' 11•.•% I 113.S%i
i
0.3 pts
Total Industry Casino Win $t, 154, 187 I $1,114,769 $39.418 3.5%
8'
'
'121
ITomi Marina Wln
!'
'
'
76,(1691
I
' 75,02, \
I
;
1,068 1.4%
~
~
Note: T2ble Mn endS!otwlnare raportod BEFORE accruals.
Excludes Pok.er. Keno and Simulcasting Win.
- e-'. - ----
'
~
TRUMP MARINA
~ INOUSTRV PROJECTIONS
9 MONntS 1009:.ACTUALS VS. 1998 ACTilAl.S
{DUO'S)
~ vanance to 1998 "'
"'
0
<;i 99Aciua1 98 Actual Var % 0
-
0
:
Industry Tab!e Orop $5.736,708 SS.753,1041 ($14,396) -0.3%
<
w
Marina Table Hold% : 15.Jo/.. 15.5% (l"2) pta
Industry Tab~e Held 15.4%: t5.3% 0.1 pts "
~
------ ----- ~
<
~
Industry S!ot VJin $2,251!,030 .' $2, 162,736 $95,294 4.4% ~
z
w
Marina Slot Wm 152,3841 146,542 5,842 4.0% 0
Marina Slat Market Share. 6.7% 6.8% I0-1l ots ~
~
z
Industry Slot Uni Is 35,943 35.263 660 1.9% 0
u
---'
Total lndus11y casino Win $3,141,28B $3,040,693'. $100,595 3.3%
i
~ TotatMarinaWir. 207,795 199,9841
•
7,811 3.9%
.. . .·-:-:.~
\...._,
~· :'
" oc-r'-22-s9 t6• l7 FRDM•'l'RUMP PLAZA FINANCIAL CEP ID.44171!.il PAGE 1/3
0
l~'. '
~ '
FROM:
DATE:
~.IJ' I lll:Utz Z, i
A'ruHTic 01Y. NJ 09401
( ~ (609)441~7951
F'AIC; f6'.>Gl) 441~7057
"".... .
( ~A1ll" I- -l'INAl!CJAL INFORMATION
mMl-FI!<ANaALSTATEl\IEN'IS
TRUMP A'ILAN'nC CITY ASSOCIAIJ:S AND SIJBStOW!mS
C0ND£NSED CONSOLIDATF.l>BALAN'CE SlIEETS
(ia t'oott-M) '
,...,
S<pkn\b<r 30,
(......iited)
c:tlRR!!Nr ASSETS:
Casb and cash txp.tivak:nts .••.••.•.....•.•.•.•••......•.• - -...• s s:
"""""""""" ····· ....... .. ................... ...... ..
' ' '
l'.mrt.idoric:s: .•• "... ".• ' .• ' .• ' ••• - ...• - - ..•..•••.••...••••..••
so.9~
60,78(;
9,183
140,832
45,808.
9,340
Due from llffil~ net , , •.•....•. , ..... , , •••........ , , . , , , ... 3S,03l 48.702
Other Qlll'C:Ql ~ •••••••• - .•••••••••• " ••••..••.•••.••••••• 1438 7522
TOlal Cw=< Assets ............... , •••••.•••.••••.•••.. 193,392 252,204
PROPERTY AND EQUIPMENT, NIIT ............................ . 1,432,965 l,323,357
DEFERREPLOANOOSIS,NEr .............................. . 30,644 26,158
OU!ERASSE:IS ....................... '' ............... " .. . 3'1 6{)j 36 984
Tnbl Assets .. • • .. .. . . . . .. .. .. . . • .. • • . . .. . .. .. • • • . . . .. .. $ 1 00606 $ 16387Q3
CURl<ENT LIABlUll'.ES;
s
A=Ullls J"yol>le and"""""'- ...........................
" " " " " ' -.. of""'!l·Wlll debt • " ......... ' ............... .
CAPITAL;
- · Capllol ........ ~ .................................. . }?9,691 329,691
ACOnnulR'Cd Deficit • • • • • • ' . • . ' .... • ' • • . • • ' • • • • • • • ' • • • • •' . • • ' (56 932) (174..SW>
T""'1 ~ .•......•.. • ...•..••. • •.•...•... •. • ........ . 2n7$2 tSS.1Q2
Total Liabilities.and~ •. , . , . , .... , , , .. , ............. , , $ 1Mg69'5 $ I 618 703
(
1
FOK nu; THKEE Ai.'D Nl!o: MON'IBS El<l>l:D SUI"EMllEIUll, 1'98 A."111 1999
( (ernfitc ii)
f.. -·•ols)
RE'll'.NUES:
1998
= 1998 !!!22
... ·.··············
... ...
' 312.6'<!
J2 :ma
320,061
35 397
838,267
98 378
842,868
_2!,__865
Not R<vem><s ......... " ....... " ..
1:16 855 ?M@ 739.'&'8'9 748003
( 2
\
I CONFIDENTIAL TREATMENT REQUEST av THCR 00099
I
· ·e".1':1·s11;i9s 22:35 l08ll 7B68l CC$
'~
Trump
Col'"!i""""
(15JrJb)Cf){C.1c.11
Leader:~.~~~~~~~
Date: October 25, 1999 Time: 10:00A1'! (E)
To:
l (o).( ){ ,1(
From: Phone:
Fax: mib~11~"~"~''~.7~)1c~1~~'T'"~
PARTICIPANT LIST
14Jn Rc ..rt 21111,,.1, MQ~11ti:ii'1J1dc. NJ fJi09J.]61JO A Dlv/Jlt:ll1 <'JfCCim111r.i~u;r:r1io11.t .'ltJWcrk CnhanCl!/Mf/l[ r~~
Tt!· (~OBJ J J 1.9 /00 Fi:U· (908) JI ~.4$16 U'1b· hti~:1/w111w co~r~r~Meer:•ll~rviee.eom
H ' .,~
CONFERENCE CALL SERVICE
• ~~P•Afff.
ffJO Ra111t :.2 W~t. ,'-'t1>1u11i:i/.u(dt. .VJ 0;092.~090 A Diwt10" ¢fCcm1111u1lcar/:J": N~1work Erilt~nc(flll11t Inc
Ttt (908) J J1·9100 f1J.t: r901!J J / '!·fS !6 IY~b bt•:i-/h,.....,...., sen fr;p-s~cJ'l1pyice xom
'
I .tJn Roi.ti! ::: Wru, ,'.!a1V1la1r1iidr. NJ Q701)1.::~!JO .-1 01111s/af1 of Co1'tm~T1ica11on~ ,'.'t!/wo~fr. £nha~cemt1d inc
r~I (908; JI J-P/00 Fa,x 1'?08} J ! 1.4,q/ d U'r~ huj)•11w.... ,... ,col\rerencoc.:i.l\s~rv1ce com
NEW YORK, NY - Trump Hotels & Casino Resorts, Inc. (NYSE:DJT) annowiced 1oday
that for the third quarter ended, September 30, 1999 1 consolidated net revenues were
$403.l million compared to 5397.4 million reported for the same period in 1998.
THCR's EBlTDA (earnings before ~nterest, taxes, depreciation, amortization, Trump
World's Fair charge and corporate expenses) for the quarter was $106.7 million versus
$90.6 million reported for the prior year's third quarter. Net income increased to $14.0
million or $0.63 per shrue, before a one time Trump World's Fair charge, compared to
SS.3 million or $0.24 per share in 1998. THCR's earnings per share of$0.63 exceeded
First Call estimates ofS0.54.
Nicholas Ribis, President and Chief Executive Officer of THCR, stated1 "Our focus in
1999 was th.rec-fold: first, tp increase our operating margins at each operating entity;
second, to decrease our marketing costS; and third, to increase our cash sales from our
non~casino operations. We have succeeded in achieving positive results in each of the
three categories. The third quarter and nine month results for the company indicate that
we have successfully instituted the programs that we focused on during 1999."
THCR in the third quarter also ceased operations at the Trump World's Fair Casino Hotel
in Atlantic City and it has taken a one·time charge of$81.4 n1illion ($128.4 n1illion less
minority interest of$47.0 milliori or $3.67 per share) with respect to the closing. THCR
has indicated it will demolish the existing structures, and planning has commenced for
the development of this I0-acre Boardwalk site into a 4,000-room hotel and a 200,000 sq.
ft. casino to be connected to the newly renovated Atlantic City Entertainment Center, and
a proposed 10,000-car parking garage.
This press release contains forward-looking statements that are subject to change. Actual
results may differ materially from those described in any forv.tard-looking staternent.
Additional information concerning potential factors that could affect the Company's
future results is included in the Company's 1\nnual Report on Form 10-K for the year
ended December 31, 1998. This statement is provided as permitted by the Private
Securities Litigation Reform Act oft 995.
('
'· ,',
'
Trun1p Hotels & Casino Resorts, Inc. owns and operates Trump Plaza Hotel & Casino,
Trump Taj Mahal Casino Resort and Trump Marina Hotel Casino in Atlantic City, NJ, as
v.·ell as Trump Indiana, the riverboat casino at Buffington Harbor, Indiana on Lake
Michigan. It is the exclusive vehicle through \Vhich Trump will engage in new gaming
activities in both emerging and established gaming jurisdictions in both the United States
and abroad
' •
TAJ MAHAL
3MQS 3 MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 40.8 60.1 124.4 149.3
SLOTS 89.6 82.5 240.2 224.5
POKER,KENO,RACE 6.0 5.5 16 5 14.6
------ ------ ------ ------
GAMING REVENUES 136.4 148.0 381.1 388.4
NON-GAMING
ROOMS 11.1 11 .4 29.0 31.6
FOOD & BEVERAGE 15.2 15.0 41.0 41.9
OTHER 23.4 5.7 33.4 15.4
NON-GAMING
------
49.6
---~--
32.1
------ --- --
103.4 88.9
TRUMP PLAZA
3MOS 3MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 31.2 27.9 76.0 76.3
SLOTS 73.7 75.8 205. 1 207.6
POKER, KENO, RACE
------ ------ ------ ------
GAMING REVENUES 104.9 103.7 281.1 283.9
NON-GAMING
ROOMS 11.4 10.4 28.7 26.9
FOOD & BEVERAGE 14.0 15.0 39.6 41.2
OTHER 3.7 3.4 9.2 8.9
------ ------ ------ --~---
NON-GAMING
ROOMS 5.0 5.0 12.3 12.5
FOOD & BEVERAGE 10.2 10.5 26.4 26.0
OTHER 3.4 37 8.1 8.3
------ ------ ------ ------
NON-GAMING 18.7 19.2 46.7 46.8
"
I INDIANA
3MOS 3MO$ 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 6.9 8.5 23.3 25.7
SLOTS 26.8 29.7 81.5 75.6
POKER, KENO, RACE
------ ------ ---~-- ------
GAMING REVENUES 33.6 38.2 104,8 101.3
NON-GAMING
ROOMS 1. 1 2.2
FOOD & BEVERAGE 1.0 0.4 2.6 1.3
OTHER 0.4 0.3 1.1 0.9
------
2.5
------ ---- ------
NON-GAMl1~G 0.8 5.9 2.2
(
COMBINED
3MOS 3MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 99.3 117.3 279.1 304.9
SLOTS 244.4 240.4 675.2 650.6
POKER,KENO,RACE 6.6 6.5 18.2 16.4
NON-GAMING
ROOMS 28.6 26.8 72.3 70.9
FOOD & BEVERAGE 40.4 40.9 109.5 110.4
OTHER 30.9 13.1 51.8 33.5
NON-GAMING
-~----
99.9
------
80.9
------ ------
233.6 214.9
,' ,
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'
24th Floor
FAX TRA.c..,SMISSION
(b)(6J,(b)(7)·:Cl
To: l
~~~~~~~~~~
Subject:------
Conunen~r-L.,, ,~ tr-
.. ,., 1 ~ __ r(6)(bl{?):C)
This message is intended only for the use of the individual or entity to which it is addressed and may
co11tain i11£orm.at!on that is privili!g:Cd, confidential and ex.empt from disc!osun::. If the reader ofrhis
message is not the intended recipient. Of the employee or agent responsible: for delivering the message
to the intended recipient, you i!rc hereby notified that any dissemination, distribution, or copying of this
communication is sr.rictly prohibited.
(lJnnln'lit~I
J~ON:THS ~MONTHS
~(}.Sep~ 3Cl-~8 30.-~0
J.0..Sitp-!19
11EVENOES
CASINO $:lSO.j08 $3&4.171 $972,529 S971,:l4.S
~MS 2S.5"li9 .2.Gll41 7i..26<1 i0.930
FOOO & 85VE.R.\Gt:. 40,.t2!) 40..927 IOS.523 110,«J
OT\.IEFI: 30.9~2 13.132 51.TT7 Jl.SSS
P"'CMD710NAL Al!.OW ANCES .\<1.7.13f'i) !47,61.l'Sj (125 .522)__,jl~:.~.?.ru:
CUM E:ff"ECT OF 11,CCTG PRIH CHANGE.I. WFCLOSING. $~.QQ[;i $8,375 1$22,5.'lB) (S36.n21
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-< lii::)\6),(bX7)\CJ /:'-LOCATION TO NEW YOrlKOFflCE
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TRUMP 212 G88 0397 P.10
3MONTH$ 9 MONTHS
30-Soo-99 30-Sei>-98 30-Sel>-99 ~
3 MONTllS 9MONTHS
30'$ep:'l9 ;io.§ep... SO-S.]!:99 :J!!:Sep-••
NET R€VENUES 12a.<.6S4 la76.8.SS $74a.338 S7.l9,6$9
COSTS & EXPENSES 202.6\7 206,4ol-1 57&.542 5eC>.771
EBJ'fUA 82047 70,414 171.7~!) i59 118
CONFIDENTIAL TREAT~ENT
AEOU!".ST e,y THCA
00121
TRJMP 212 688 039? P.12
3 MO!ffiiS 9MONTHS
30-S.p.OO :JO..Seo-99
~"' 30-S~98
Sel~ed Statistics:
#al Slats 4.419 4.12.6 4.278 4.1 '3:7
Win per Slot/Day s.zao SZ17 5206 $199
(1} EBITDI\ re.fleets e.i.rn:ngs before di;ipreciation. interes:, ta;.'.~, and CRDA writedown.
Note: Cert~r'I prior year roclassitlca~ons liave b~n made to cor,fcrm to c:.Jrrent yeai pr~ntalion.
(lJ oaudillid)
3MONl'HS 9 MONlliS
3<>-S.e-99 3!?§AA1a ~o~e;,;99 30-Set!:!la
NET REVENUES $117,002 $114,?Si $312,109 $313,160
6
€ rTDA (1) $31 021 S?~,<02 $.9gi 1,~t. ~$694~
Sel~ $t;llistics:
n of Slo!.l> .t,1BS 4,204 4,202 4,124
Wi!1 per $1o\/Oay $192 $190 $179 $Hl4
(1) :€ BITOA. reflec'>S earnil"IQS. bafore d.eprecial:i0t1. interest, taxes. CADA writOOQt.vn.
and Tt'l.;rrip World's Fair c/.osi11g coscs.
Note: Certain prior year recJ:assi!icatkll'lS have Mo made to conform IO current yoar p.;esentation.
3 MONTHS 9MOKTHS
J!>.Sep-99 :lO Seo-<18 '.JO.S.o-99 30-Seg-sa
Se.1etted Statistics:
t of Slots 2.1Zl ~.170 2.145 2,163
Wit1 per SloVDay S27B 5263 $25.'.l $242
Note: Certajn pnor "/ffar reclassifications. have tieen made to cc.rifcrm to current year preserita.!lon.
(0-dited)
JMOKTHS 9UONTHS
:io-$ep:!!O 3'>§tt:98 51)-Sep-99 3!l-Sep-jlS
.NET RF.VENUES $34.921 $38.nG $10e.54-0 S102.963
COSTS & EXPENSES n9'4 33.945 92,400 90,41)6
Selec'ted St'l1i.slic:s:~
It of Slots 1,300 1.:rrs 1.300 1,375
Win per S'oVDay $ZH S2.'35 $230 $201
It of Tables: so GO 50 60
Win pe(rabte/Day $1,491 $1,533 $1.70? $1,569
Table Drop $42.544 So4,943 S140,72.d ~161,399
lio!d •1~ 16.1"1.. i5.4 6/. 16.6% 15.g.J.
# ol Rooms Sold 21,875 42,114
(1) EBr:DA reflects earnings be/ore dei)recialicl"I, ii'\~erest taxes, iU)(,1 Indiana State & Municipal obligations.
Note: Cert.a.in prior ye at rccLassd1catklr.s have bHo made to cor.!orm to cuaer.t year pre:sef!tatlan.
Tue hotel ,ar Trump "1diana commenced ooera!ior:s in October 199S.
Supplemcnt:JI Wormation
(0.,udHed)
[lnltoo«san(!s)
3MONTHS 9 f.AONTltS
CRDA /INDIANA OBLIGATIONS
TAJ $565 $627 $1,602 S1,6Ca
PLAZA 651 443 \.58!3 1,226
MARINA . 387 326 1.099 aS4
INDIANA STAi!.: S. MUNIC1PAI.. 0BLlG. 925 925 2,775 2.775
TOTAL CROJl/INDIANA OBLIG !2.526 S!S.46~
INTEREST EXPENSE
TAJ SZl,402 SZl,502 570.278 S70,631
PLAZA 12.026 1t,8S3 35.535 JS.na
TRUMP ATLANTIC CITY 3,158 3,090 9,517 9,585
THCR HOLDINGS 6.065 6,060 18,154 17.932
MA.RINA 10,525 10,193 31.397 30.436
ltJDlANA 694 662 1.£99 2.267
TOTAl.. lNTI:Rt;;:Sf EXP ENS'E S55,87§ S§S.399 *1657§1
LOAN cosr AUORTIBOND OlSC INCL IN ttrr EXP
TAJ 18<3 $951 $2.617 $2,938
PLAZA 424 475 1.308 1.468
TRUMP ATLANTIC CITY 345 279 1,080 L179
THCR HOLDINGS 269 2$$ 806 806
MAR'.NA(BQNO DISC ACCRETION) 1,111 957 3.220 2,7'61
IN DIANA 37 36 109 191
TOTAL LOAN COST Af.IORT1BONO DISC !i.957 $9.140 $9,343
Dp..111.ttrg R•i!'SUJts (i;!f 0111 Qu•ll!it £0.ltc' S•pltrpb!lf SC, 1»! and
S.bt.. meonl ol O;.>tt•tl1>1u
1llilt ~
{ CC0'1 j ~
p
Vu1•ncela1~ van~ 1~ 1k11l;.t ~
f•Ynm!!l!Jfthlf~ fflntd.te(IUr~
~!::!!..._ HAtt<1ll Qi9 Sud;:tl ! _ _ ____!& ¥.'
AEVE:UUE:
TABLES
__
~t.207
,_:J,~
$21,606
'
$3,31)9
"11.Q"'A $49,651 ~1,3Se 4-'5%
SLOTS 75 l!1 12,079) -2.1~ 19;127 ~ ·1.0".6
fOTAL CAS!ftO $1QA,m $10J.etl9 $1,231 1.2'4 f\09,G78 tM,1761 ..:1.S~
0
0
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ROOMS
FOOOl D!Vf:RAQf
i1.m
14,01)
10.-«1
1&.ti13
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11,0001
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1.ol,071
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1,007
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1J22
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#10,l'lt 1,179
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LESS FRO.UOTIO>IA~ AtlO\'l/ANCES
$1J4,1iil
17,043
$HY1,&30
17.161
"'
S1,481
m
11.1'6
1.!%
4.1""' ,.,.,
~36.44e \$~j
(5:3&)
.:J..t•,4,
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NET REVffWE:S. ~008 -$TI4)l!U" ___...g2ro 1.9~ $12t.i.;J9 *41.IMtl ---:i'J>ib
>
..
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1».?36 1;3,:!"2 ......
,.,
~ Coste! Cl•i:rd1' !lot.I
Corpf?9bkt CC!ll)«!I
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4,139
,..,..,
14,m
t:t7.1ll7
14,tiQ<\
.$?,34t
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TOTAL Df'{'Ml!HG El(PENSES _____!lli,QSe 1112-.1166} ·1ld.&% ~142 ($121.116}
m -tlD.31'
GflOSS OPEMTIHG INCOM Ii ~7,650) ~4.Hll ($121,9~ .SIJ8.h $29,®7 {1124.956)
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NOV-18-1993 15:35 TRUrf 212 688 03':J7 P.01
•:
24th Floor
(b)(6).ib)(7){,Z)
FAX TRA..'!SM!SSION
To:..:::::===!---
Pages: , inc!uding cover sheet
{bj{6),·:b){7j{C)
From:
Subject:------
Cammen~"('t'>"':>~
This message i!i intended only for the use of the individual or entity to w!iicti it is addtessed and may
contain infonnation th.at is privileged, confidential arid ex.empt from disclosure. If die reader or this
message is not the intended recipient, or the employee or agent resporu;lblc for delivering the mess:agc
to the intended recipient. you are hereby octified that any dissemination, distributio11, or copying of this
c:omrnunication i~ strictly prohibited.
THCR
TRANSMITTAL
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TOTAL P.08
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THCR
TRANSMITTAL
- - --- · - - - - -·------ ·---·---·
to;
fax
re:
date:
pages: .J . including this cover sheet.
l(b)·:6)c:b){7)o:C) I
IROMP kOl m II. CASINO RE:SoRrs
2$(1() BOARDWALK
(~- Ali.ANTIC crrv. N.J. oa.cot
(b)(6).(b)f7)
F'9.; \CJ
:'I
.'
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ir...
....
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m..o
Macdi.
,~=
~ ~
l""'!' Taj l\IWI
-1J.I" ~Profit
$167.7.... $162.l' $4j6.z~ S<26.1
' 41.4" 36.5, 77.4 .. 7L4"'
EBr!DA .Sl.O ' 46.0 ... 106.6-' 10<1.1 ,
~ 30.-t%,... 23.4'A"' 24.4'4 / 2lJ'1i,,.
'tnm:tpPla
lil 14.l
f."""'""'
~!'l<!it
:5117.0'
24.1 • 17,5"'
J S3lZ.!'"
46~·
$3132
39.0,.
;/- =:
T'"""I' ~C"r ~
Ellm>A
l'<ofit
) si!47'
66.!'
&2.0,,.
W6,9"
,$4.0"
70.4 ...
S741~~
i:>:J.7.
11:.a ...
$139.?
110.4 ..
159.l,..
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t
28J%F
2.S.4%,,, 23.0%. / 21.5%"'
,,....
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36.1•
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(S i.u. milliom) 1991 l!l'li 1m 19'1.I
ThW 'lllW !'<Ilk
TNt:trP~
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. $34.9 •
~- Pto!I!
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SlOl.!"'
u·
SlOJ.o
s.s
EBITDA s.o • 16.J .. 12..l,
~
' 14..!% /
\
~, 14.tA 121% I'
5 1
(
'
I
CONFJOFNT[AL TREATMENT REQUEST BY THCR 00137
r
' - ~l
·'
S $,J7S
~ ltDiliotol ~
!
'
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I
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• ..... s (0...) s (!.<IS)
00138
CONFIDENTIAL TREATF~ENT REOUEST BY 1HCH
N(JIJ-18-1999 1s:s1 TRUMP 212 688 0397 ?.04
,.. . '
(
i
l
3 MON'l'HS 9 MON'l'HS
3'hS!!!t99 3"§ep:96 30-S•!>-99 ~
BASIC ANO OILUTEO EARHINGS(LOSS) PER SHAAE 1"1·041 ~0.24 {$44Zl ~1 lllll
BASIC ANO DILUTED EARNINGS PER SitAllE
BEf<JRE THUMP WORLD'S FAJll CLOSJNG COSTS
& CUMULATIVE EFFECT OF CHANGE IN ACCTG Pf!IN. $Q §3 ~Q~4 ~Q.64} ~11~
NQte: Certain prior year rect<iSSfficatkms have been made to oon/orm to C1Jrrent ~ pc-eseritarion.
(Unaudited)
("1 thQusond$)
3 MONTliS 9 MONTHS
30§!p=99 W§lnt98 30.Sep-9!! ~
INCOME'(L0$S) BEFORE TRUMP WORLD"S FAJR CLOSING 28.448 16.682 10,716 (1,215)
Note: Certain pfror year reclasslfic.a6ons. have bee:; mad@ to conform 10 current yeer presentat:on.
(U....roll!d)
3 MONlliS
311-S.p.99 :JO-Sep-.. ~ ..
9 MONIBS
""-Se-
NET REVENUES S1G7,5G2 $162,104 $436.229 $426,7~
Sclected SUltistics:
#of Slots 4,419 4,135 4278 4,137
Wlr. Pel( $:0;/D~y 1220 $217 $208 ~199
(1) EBITDA refle<;ts e-a.-nings before depreeiatiotl, Interest, tilXeS, and CROA. writec:own.
Note: CertrJn prior year re<::lassifiC<'l!foliS nave !)~n made to Conform to current year presentatiOt'I.
3 MOKTHS 9MONTHS
J/J..$ep=M 3<J..Se!>9a 30.Seir!l9 30 s...oa
Note: Cer!nio prior yeat fee.li1s.sffications have ~o made to conform 10 curt"OOt year pres(!ntabon.
P.00
..
NOV-18-1999 15:53 TRU1P 212 688 0397
(!Joaudltedl
JMONTHS 9 MONT!iS
30.§e!>-99 3(>.Seo.;JB JO·Sen-99 i!!l§e!> 911
NET REVENUES $83.487 $81,756 $22:1,691 S2.15,444
Note: Certain prlor year rec\.assifieatior-.s have been made to conform ta cunent y~ar presentation.
3 MOflT~S 9UONTHS
30-$ep-99 3!l§ep-96 30:§!U>:993'1&p-Sa
Selec:ed Statistics:
rto1 Slots 1,300 1,:.175 1,300 "f.375
Win per SlotfD:l.y S224 1235 S'23<J $2\)1
#olTabl"' 50 60 50 60
W1n per Tab!~ay $1,491 $1.533 $1,707 $1,569
Table Orop $42.544 $54.943 $14-0.724 $161,899
Ho~"k 16.1"!.. 15.4o/... 16.$% 1S.9o/e
Ho! Aoo.:ns So1d 21,875 42J14
Roam Rates Si51,00 .$54.00
Oecupaney "/.,. 79.Z<'k 52..3o/.
(1) EBITDA reflects earnings before depractaoon. interest. C'l:t2s, and lnoiana Stats & Mur1icipal obr1Qan::Jns.
Note'. ~~rt priOr year rcctassffica:ioos hzve bce1l made lo conlorm ro current yo.ar presenta%iol'l.
Thi'! hotel ~Irvmp Indiana commence<:! operatior~ in October 1993.
•·i
3MONTHS 9 MO!miS
CRDAllND/ANA OBLIGATIONS J<J-Sep:9'1 JO-S.0.9Q 30-5e0-S9 30-Sef>.~8
TAJ S5<l5 S627 $1,602 $1,608
PLAZA 6S1 «3 1,589 \,22S
MARINA 387 326 1.099 as.
INOIANA STATE & MUNICIPAL OBLIG. 925 925 2.775 2.775
TOTAL CRO.IV!N'DtA.NA OBLrG '2:52a g.321 !li7.065 $6.463
tNTEREST EXPENSE
TAJ $23.408 SZl,502 $70,278 $70.631
PlA2A 12.026 11,$83 30,536 3.5,778
TRUMP An.ANTIC CITY 3,158 3,090 9.517 9.5S5
'TllCR HOLDINGS 6,065 6.060 16,154 17.002
MAP.INA \0,525 10,193 31,397 30,"36
INOIANA
TOTAL INTEREST ~PENSE
694
¥§.876
662
ss5t390
1 899
$166,781 s1J1*
LOAN COST AMORT/BONO DISC INCL IN INT EXP
TAJ S>l4S $951 $2.617 $2.9313
PLAZA 424 475 1.306 1."68
TRUMP A11.ANllC CITY 345 279 1,080 1,179
'TllCR HOLDINGS 259 269 806 806
MARINA(BOND DISCACCR"'10N) 1,l l 1 f!57 3,220 2,761
INOlANA 37 36 109 1~1
TOTllJ.. LOAN COST AMORTIBONO DISC go:i< §29ST §9:140 !!9343
Note: Certain prior yeat rec!assifications tiave beeri made to c:onfomi to currl!nt yea~ presentatiOr't.
THCR
TRANSMITTAL -· ---· --·· --·· ·-- --
to:
fax~------~
'"
date~
rbj(6).(blt7 1(6)
(- FllX: 1Cl
(Una-udiled)
(In thousands)
3 MONTHS
30-S.p-99 31J.Sep-98
Note: Certain prior year reclassilica!ions ha... e been rnade 10 conform to current year presentatlori.
/''/z~o
3 WIOOTW
3G-S!Jl-9!!
""'"''"
S161.~ S1~.IC:4
S.!llfr:'fM $1Ad11let:
•°' ~ •• 19 4.13(1
.
Slot!
S217
Win per SI0\/011y
"" ,
M
W1n
Qr Ta.bl<''
~TlU'.111WU1y
T1blll Diq;i
"'
;.2 9,9
$."113J!SS
'4.1!17
$J29..t!iG
Mald'Y.
14.4Y.
113~22
""'
I 1.t675
Room Rahn
S81 !i!O $101.0~
Oo;ur-..nr:y~. 11a.sv. 99.2%
(I) E::BITOA r1n11i:11 1141ni°"QS b.11&~ di!ptllcinUcn. ln'.o,OSI. 111.l:!J. 11.l'ld CA::lA wri1t!dow1'l.
Nalo; C11rt:iin prilJI )'1:1"1 rm:ilo~'11f!llaliOl"I, ~f!V~ t:-Mn madl! 10 a:intm11 !~ o.urtfll '{!)tt P"•~"l'lttlioo
(lJNIJIJlttd)
(In lh0ll~•111ft, n~pl tlt!l•Ucal inf«m1HMr)
.
, ..,,..»S.11-••
30.S.P:I!
$117.00~ 111•.751
S.llM:tfld St:1U1t1c1:
I of Siat1 4,18B 4,204
Win per Slot/Day
.
1192 Slili
IMTll.tH'
Wlnp(ll"fm,i.,may
Tab11 Drop
$J.6Cll
1117,7~0!
'"
s:too2
$177.$$3
,_llQ'll "··~
O<xl~q"t.
1:2.3.2,9
i12.,o
9S,5'1'w
.....
12~.302
115.5%
(1\ 1:.!!1t0A re~1e111:amlngs 11.rQlt dolprlltitllllfl. Wl111r~s1. ~. CflO/\ ""'ltotdOWl'I.
!WWI TttltTlp woi;!f1 Fer 1:1c.1rig C1>111i.
Nnflo: !'.':11'11)1~ pl'lor )'!lat r11'4,,1~c;ill0tt• Mave blan m~ toconlorm 10 Q.llnJn! yev p-•;oni;ltioo.
"'
:IMONTIG
)11..&Jp:U ~···
S83,487 st1.?66
MET~VEHLIB
63 815 004.l:Z
COST$ .l fXPtNsES
EBITDA(lj
S.ltclt1d S11tltllt1:
2.123 2.110
t DI $)(!!,
Win rill' S\ol/Onr
1278
""
t of T~~·
Win po Tatile/Oay
"
Si!.Bt:Ji
Sl:.14.190
"
t2,4Q\1
S1~2.S98
TAb11D1op
Hdc1%
'5.1 'Y. 1S.7%
GJ.571 54.!JJ!l
fl ol Room! So'cl
l79.Jfl Si'l!.Jil6
Roqm R:a'I•' sse~
Oetll.pat1ty .y, 94.a"-
' """""'
30-'S!'j>:.!1 3oll-Sllp=l.t
$.14,921 $3:8.m
{1} E011t1>. tll'lfloelll •amlflO!!I bcl!nt11 d.pitcillliM. ln1imri.t. 11!1!!~. •rd lrdan1 Sl.1.1• i Mu11idpAJ ot6Q1rlonG
N0t"': Cltl1W'I p1lor ~r roor1uslfiettitirtt N.w OOoJrl m.1lCit to conflYJ'o'< IO curtor.t ~ 11 , pttlwril!l\:oo
'fh<l h011ol lti ftllf'rrP ll>dVl:I ~•l"CM <ip.:roll:...., ;,.Oc:iabor 19911. ' .
$1qpllll't'IClntal '"ttifrtPitllltl
(\INlucltRdj
tln thuu•ind•)
PWA
MA<'l.INA
INTEREST EJ!P(NSE
7AJ $23.~ae $23.5()2
PLAZA
12.02! 11,llJl'.I
'!Tll;L\P ATLANTIC CITY
:t15~ 3,0(1(\
THC"' HOLDINGS.
S,065 6.C60
M"::i.1NA i0,S2S 1(1_113
INLIIAN...
YAJ
$04' $9S1
PlAZ•
TRUMP }ITLANTIC CITY
"'
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m
THCR w:JLDINCOS
1NOJANA
"'
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~RHOLD THCA !NC '
"EVB"<til:S;
"'" CCM>Ol HOLDl!.IG lR\IM.P INP MARINA EUUIM CONSOL THCA INC
"""" CONSOL ~
IB
GMiNG
•coos
FOO!> AAO BEVERJ.Of
on;e,.
Sl3G,4t•
11,06•
l5,1S7
Zl~71
$!~~
11.ltl
l•}Jll
'.l.139
•
S2.ii.lZ<I
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29.i70
v.1io 1.1£5
t.Jl.IU&
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5.o.17
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•
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$l5G.30il!
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41).-42Q
.,,..,.
"'"" • •
18.559
40.-429
30Ji1Q2
-"'
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ttlS; PRQMOTIONA..JJ..LOW
111111.Cti 1J4,gcs
'
ll0,001 1,1uo 15,Qi~
MET P.EVEHUE
• - •oun
n
197.fl>:Z it1.~n
' :l&l,GfiC 1,111 .J-4.i:!f u.~11
' (1.Ut) "JJ,071
' '
0 COSTS RiD EXPENSLS; --;
' ...
z GAWNG 35.:lSl sa1cz 143.493 22.~11!
,_,,., ,.,, Zltl."213
,.,.
?Ill.OW
~
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·= "' ""' .,,
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""""" 7.275
,,..,
. ,.. ...,..
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0
m
z
<OENERM..41'0!.llN
TQ1 Al. C05T'S ANO UI" "=
111,a:n
\9.57& •t.81 I S.001 15..?•l
• """ ~•,ccr.
~ ' ' 107,rl 1
' ll,9!f IS:J.115
' 211,40<!
' '
M
r
~
•m
O?C<1tl;,,,g:Mus1n llla1.-...,,r P'f!clr rr
,., ,..,
'i.012
...
21.I"" 16.5%
1.216
l'-.]Q..I.
].11'
'~"' .,,,
"'
71B% 17.7%
,..,.
2\.041
17.7%
,_.,.
....
Zl.o41
"' ""'"
MmAGCM ENt f£EICCRf'OfVJE. CHARGE:
•
m
fllCOME (t.OS:ill !IEFOIU: 'WlFQ..OSE.
.IO!liTvtm\IAE IHDMIHOftR'Y WTEREST
11,224 12,71$ (:l,i7(j
• u,•411 l8.V2) (Ut) 1,lli!I
' ' Z2)40
• ' 22,740
0
c a
m
~
LC5S W.JONTYWTURE (T~J {13~1
''""
~
WOOME il°'"l&UON: tuoNTY INT.
WiF .. CUM enECT Cf ilCCl4 CltAllGE te.z:u 1:Z:,1H (Z,514) 21.«• tll,3n:J {1,4N) t,ltlO 22,llD'
• '
,..,..
m ' ' '
~ INICRtl • l~EST
• • ~.CUSB) ,~1
~ TP.llMP WORD'S ,:,Jj;f CLOSNG COSTS 1~28.ZS7) !J,. :i_; llZB.267) \\28.261) '6.9"7.24 ~1,3SO) "'
~
~
n "'"'
~
CUM £FF£C'T Of ACCTQPl'l:til CHAHQE
HEl l!lfCOME.{U)SSI
"'
TRUMP 212 698 039? P.17
(
' • • • • • •
• • •• • • •
"•
2
. •
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.
•
• -.
0 0
• •
• • •
3 MOlfTllS
!'lll·Sllp--$9 Jo;-S.!:!!_
m RE.VENUES $2.?0)lSS
CRO/.
..
C0$1'$ •EXPENSES
..., e2.ro1
L2.18
209 '4S9
70.~~~.
1.0711
DEPRECIATION .i1o. Ar.IOATIV.TION 14,104 \5,,05
INTeAEST E::tPEN9F, NeT 31.711 3123!1
YOiAL NOti-OPEAA.Tlt«li UPENSE, NET
INCOWIE{LOSS) lltrOAE TTIIJMPWORLll·s FAm Cl.0$100 COST:'; 28.$76
(U,..,_11t1tMj
' """""'
=G-See.:n11 ;JD..S1e;.'!&
""'""
• o1 Rocm• sad
,'4,4'11..
11~.4~2
1~3:%
112,175
Room R11.to1s $!!"1.SS $101.09
~fl<'l'l~y'I'. 9GJ'i'l'o ~A.2,-.
(11 EDITOA r~l\,,cis u;itnl"Ol be!oc11 d1.,.111;1•1iOI', in1~1, 13'11r.1', ~,.,d C~Oo\ ~n.
( 1: 11 ,. ti
'MOOl'l<S
34-S.p:91 ~p-1S
$l11.G(5 $11~.1~1
NET REVti.MJES
COST&• EXPENSES
llt) ''tl 90 349
UITUA 11)
Sol!M!1td Slatf4Hr:11,
tt>I Skib
w;,, por Slol/Oay
I ol t:i.w.s
W~ !"*r Tahlie/011.1
'"
$3.002
$t77,as3
T~eOf~
H>.71C.
Hold•/.
12.3.~0'2
t ol Poom1 SI.lid
V1•.11a
PO«fl flAA>f;
g5,!;'1'.
0C1;;UJ'l"llC'f '"
(11 E81mll rn!l!ld., tfttll:nos t:.cdoro rl~?f~tin~or'l. i11te-oli. 1~1'U1. C:l'lOA wrltCYft),'jn,
No1~: C<)r1'1in prlQr )'11ill rttdM~lllratiCi'I~ himl been mad!! 10 conform •l:J l;\Jrrvn1 1'11<1'" r.r11sP.rila~(Wl
(Ulll"14ib!d)
:io-s.p:!t'""""'
:KJ·~P"ll
$113.AQ? $C1,M1
a,3,914 66 317
S.ll!l';itld S11d11tic:•:
II ol!.i~t
Win per $ipt.l0af
.,,,
2.123 .,.,
2J7'0
t <il"l':ible:s
Wit1p$fiib!lll'Olilv
TAbfG 01qi
$2.G09
S13,,7'SO
" $2,(89"
$1l:?.et!B
HQld'!(,
lS.1'!. 15.1')'.
I of Room~ Scid
63,!11 64.s.19
RtQl'I Ra11111 rr9.:n $i'S.9B
Ocwpwlcy o/o IM,t,.. !S.8%
(11 E"ITOA •nOoca OM'!irios before derr11ci!lllrm. into,or.t, 1am:1, an~ CROA ...,nO<kffln.
."
3MONTH5
31).5ep-09 :JO.Sep-98
NET ~EVENUES $34,921 $38.776
COSTS 6 EXPENSES 29 914 :13945
#OITables 60
Win per Yable/Day $1.533
Table Drop $54,943
Holr.1 o/11 15.4°4
It ol Rooms So:d
Rocm Ra:es
Occupancy "I.
(1) EBtTOA relte<:ts earnings before deprecmlion. intere~. laKfJS, and !ndiana Stale S. Municipal obligations
Note. C~rtain prior year reclassifications haYe been m:u:le to con!orm n current year pre~nta!IOrt
'"'.
3 MO>ITTIS
enoA /IHOIANA OBUGA.TIOHS so..s.zg• '""'t."
443
"''" '"
"''"'"tiey '"
Y,J
114.t.l'~INA
INOw.'A ST A.lE & MUNICIPAL OBI.JG. ,,,
"'
TOTAL CROAllNCIANA OBUG 12 ij 321
DEPRf.C:IATIOW 'AMOHftlAllON
l'WA $S.6<i2 $6.•95
T" g 012 11.910
THCA 001.DINGS
lr.(fll'INA
INDIANAI (INCL JOINT VENTU~t:: LOSSl
"
~.~'1d
:ts.to
4,16Q "
2:1$3
TOTll.L OEPRECf,.TION.'A,MOf:lt $21 71~ @1 @O
MEREST EXPfNSE
$12Jl24 s11.el\:l
'"""
TAJ
1'RUf.4P ATlANTIC errv
ZJ,40S
!l:.1 Sil
2:3,Sll~
3.090
THCR MOLOINCS
n.os~ l!i,OGO
MARINA
10,52S I0.19:J
INOIANA
THCR HOL.CINGS
'"
'" '"
"' :!&9
MAR!N"(BCNO OISC ACCFIET10NJ
IN01i\NA.
1.111'" 31 "'"
TOlAL lOliH eosr AMO\'O'lPOHO DISC Sa g31 •2w1
(
\ TOTfC... P.21
1"119
CONFIDENTIAL TREATMENT REQUEST BY THCR 00156
o'I
REVENUES co ;).0
CASINO $104,91\ $281, 190
-vt-~
. ~ 71, ,,.,._,_/j,
~/
f
l
lllcl~ded in other revenue is {he receipt of assets under the lrminarion of a lease recorded at F<tir
I I
NET INCOME (LOSS) THCR INC ($25,285) ($6.534) ($67.4'?01 ($31 ..81.9)
9/30/99
CALJ;JL"1\J.!9NQE_WE;IJ:iUJJ;Q_J\:!_E;8~<iE_SHA8_E_S_QUJ_SIANP!!l!l~
TREASURY OIS
TRADE SHARES #DAYS SHARES
HARES UNDER INTIAL IPO 10,000.000
I )( ).(bl
STOGK BONUS AWARD 66,667
PHANTOM STOCK AWARD 66,666
SHARES UNDER 4/17/96 IPO _1_1LQ_fl,4.~.:i
TOTAL 12131196 6 24.206. 756 145.240,536
117 50,000 1 24.156,756 24.156.756
1/B HJ0.000 1 24.056.756 24.056,756
119 25.000 1 24,031.756 24.031.756
1/10 SO.DOD 3 23.961.156 71,945.268
1/13 25.oon 1 23.956, 756 23,956,756
1/14 56.000 31 23.900.756 7<10.923.436
211,1 250.00[) " 23.650.756 94,603,024
2118 HlD,(lrHl 2 2-3.,170.iSS 46.941.512
2:20 21 ·1. ';11(1 1 ?..1.2"i6.23f, ?.3.2SS.?.56
2/?1 r.o.rn1n 3 20.196.;J!ili 119.SAB.ififl
?.121 70, 100 ;:> ?:l, 1;:>fi, 1:iG ,\G.?!i2 . .'.l I?.
2/~'fi :i0.1)(111 1 ::13,()711, 1:.l! 23.'1i6. JS(;
2/27 20.000 4 23.056. 156 92.22"1.62'1
3/1 30.500 1 23.0~5.656 23.025.656
314 30,000 1 22.995.656 22,995,656
3/5 20.000 6 22.975.656 137,85.'.l.936
3/11 1 o.ooo 9 22.965,656 206,690,904
3/20 8.900 35 22.9$6. 756 826,443,216
1\/2$ 150.000 3 22.806,756 68,1\20.268
4/28 2:i.ooo 1 22.781,756 22.781.756
4/29 25.000 3 22.756.75$ 68.270,268
5/2 21_500 3 22,735.256 69.205.768
515 25.00Q 1 22,710.256 22.710,256
516 50.000 1 22.660.256 22.6G0,25G
5!7 25,000 1 22.635.256 22,635.256
s:a. 12.000 t 22.623.256 22,623.256
519 13.0CO 3 22.610.256 67,030.768
5112 10.noo 1 2?..600,256 22.600.256
5113 15.000 1 22.585.256 22,595,256
5/14 10.000 6 22.575.256 135.451.536
5120 25.000 21 22.550.256 473.555,376
6/10 50.000 205 22.500.256 4 ,612.552,480
1.706,500 365 8.320, 146,040
WEIGHTED AVERAGE SHARES YltYro 12/31197 22,794,921
WEIGHTED AVERAGE SHARES OTO 9130199 2,011,500 92 22, 195.256 22, 195,256
NET LOSS (IN THOUSANDS) ($67,·170)
BASIC LOSS PEA SHARE ($3.04)
TRANSMITTAL
to: Di.'itribution
fax#:
re: Tl·ICR Septen1ber 30, 1909 !O-Q
d.'.lte: October 29, 1999
pages: 3 , including this cover sheet.
Follo\vi11g are the Leg<il Proceeding~ fron1 the June Jo. 19qq Forni 10-f) \vhicll need to he
updated for the Septe1nber JO. )99() F()tTn lf)~() due Novcrnber "· 19Q'1.
Plen~e rcvic\V nnd 1nx nil' chn11gc~ ot additio11s ln inc hy f\·lond:iv. Nnve111hcr 1, I990 tvly 1:1x
nun1hcr i-~ ibH6J,(b)(7)(C) , . .
Distribution
ib)(6).(b){7)(Cl
Fax <bJ(6J.(bJ{7J(GJ
F;:ix
Fax ~----~
1
TRVMP HOTELS S. CASINO RESORTS
2500 BOARDWALK
ATLANTIC CITY, N.J 09401
{ )( ),(b)
Fa): (CJ
'---~
(Ut th 11)
iU..-i)
l
CASll FI_Q\VS FROM Of'F.RATING ACT!Vll!E.."I:
Nt:e~ Pl.010
Adju.stmmts 'IQ n::m11tile nie1 kl1s :!) (IC{~ 11~ ~hr
(1tted itt) opaaftnt 1cti'f'lties n
11.J':; 11.J/'Jl'i
CflANG'FS lN OPERA11NG AS:reTS AND IJABILilr.S:
~c.ne:t J,7':.flo r: ~3'9$)
(l::il:) fM)
"""""""
"""' """"" """"'
°"""""""
r:n:.1
(J-0 I)
·:1.J-19)
(WO)
-
..,,..,,.. ,.,,...,
Dr.: t.ar'from Affilitates. net (11.3!4) (iJ)
{l.408) 1.106
"""
(15.SOO) (12.-103)
____Q,~1) _f,1.SJ.!)_
Net cnh ~provided by~ >ctivit.t:s .. ~;15 ! !:!,g17
CASH FLOWS FR.OM lNV'ESr1.NG Ac:nvtrES: ,..,,_,J 1--
:;..,-
- . 1'sJ ' ofprcipr:rty$.od~, ~ ?-'~ __,_.J_ {i776) (,,849)
1 ~ofa.oA· " ~ ~ ~,..L.-' (4,611) l4~00)
~fnrn~linoof~
Nd c.uh flQws med m~ ~es
'
'" 1
I,~
....!JU9m__ {10~'.W9l
•
CMH FLOWS Flt.OM FINANCING ACTl'VTnES:
Rq!oiJ ... <tf~ "c:tpittl l~ ---~~1) (J,Sli)
. --~casll ~used ill fimndng ~ (1~59) (l~l?l
':-J;
~.170
2~ 110 i 156
L030
3$7
10.229
3.435 (1.1661
40 429
3rJ.902
40,429
3(}:902 c' ":J
GROSS REVENUE 18&.015 1l4.ll45 0 0 320.061 1,166 36.0'X'I S4,057 0 (1,166) 450.208 0
.....
. · ~S0.208
0 . ''"
LESS: ~~OMOTIDNAL ALLOW 10.570 >
NET REVENUE
18.35'1
, &7.&62
1i.043
117.0~ 0
35.397
2$4.6&4 1.HiO
1.169
403,072 0
47.136
•03.072
•
OSTS ANO EXP!:NSCS.
' 0, ~
~
,w
GAMIN~ 8$,%1 .SB.14' 143 493 22.978 43.~S 210.020 210 oai 0
ROOMS J,';'32 ~-54.I :.m S12 1.042 e930 B.930 w
roooAND BCVfAAGE 5_~15 4.i1S 10.037 1.323 3.5'11 14.901 14.901 ~
t:;EN!:RAL ~ ADMIN 22235 19.Si5 41,S11 15.743 62 5S5 srns
TOTAL COSTS ANO EXP 116.636 85.9S1 0 0 202.617 0 "°"'
29.914 C:l.675 0 0 .296.40£ 0 D 29&.406
"zw
~BITDA Si.Inti 31.lnl 0 0 82.047 1.166 S.007 Hl,612 0 (1,166) 10G.666 0 0 t06.66G s
..
Op11rat1ng Margin 3!U'\. 2G.5~ 26.8% 14.3% 2:1.5% 26.5% ~S.S%
(
:R.DA_INOIANA STAiE 8. MUNIC OSLIG Sti! b5~ ~.216 925 387 2.528 2.526
w
~
DE.~RECIATION & AMORf 9,012 s_as;: 14.704 '.800 ~.454 ;:1.()41 21.041
MANAGEM!;Jr:' ~ES-'COll!PORATE CHARGE
D:VELOPMENT COSTS
0 ~~ 1S
0
"
'62<
•, t10
UBE (1,1&61 4 fi<S
1.410
4,1345
1.410
"
.J
INT~~.~5; INCOML: ~163· 19'ii• ;:\:, 18791 14~3'1 (27&1 rt93J 4.158 ;1 B331 (1 8331 <
INTEREST EX:'>EN.SE
OTHtP, NON OP~P. (INCOME!;:.XF't;NSi:
23 4CS 12.C2f
•50
~ ~st 38.$92
1501
Q.065 1.T.'3
309
13604 (A. 1581 55.B7S
259
55.BiC
219
".z·.
TOTAL NON-OPE:Fl (INCOME)EXP 32.8J2 te.22:i 2.571 0 S~.S~9 7,535 S.70) Ul.2S2 0 (1,1GS) BJ.!126 0 0 e3.92G w
Q
H
INCOME (LOSS) BEFORE W;F ClOSE. 1S.22~ 12.i9S r1.E7~) c 26.4-48 (6,)72) (691i) \.l60 0 0 22.'740 0 0 :?2,740
JOINT YEt/TUF!E: AND MINORITY IMTEREST "z0
·~~3.S IN JOlt{r Vi!NiURE 0 (7341 . (734) 17341
u
N5i INCOME (LOSS) s1e.224 1s11s.sni (S2.574J $0 (S9S.S27) (Sli.372) (Sl,430) s:1.360 IO (S106,3G9) so f5S7,470)
22., 95,25&
,•
.. ~
-~~
TRUMP HOTEL.$ & CASINO l'IESOl'ITS INC File:C:EB:PFIE.SSPL
TRUMP TAJ TRUMP TRUMP AC THCR TRUMP THCR THCR HOLD THCR !NC
·O"
0
MAHAL PLAZA TAC El.IMIN CONSOL HOl..DING TRUMP INO MARINA Etfl'ER !:UMIN CONSOlTHCR INC: El..IMl~l CONSOL
r.:VENUE~
GAMING :S148.011 $103.GSS $251.680 S3!:11!i1 $7(331 ~64.172 $$4 172
ROOMS lt.410 IC.441 21.8.$1 4,990 26.B41 26J!41
rooo·AND ~EVERAGE
OT HEP
15JJ34
5.667
15 01~ 3004· 411 10 459
3'.'16
40.927 40,SV'
13132
'. 'ux
GROSS REVENUE 180,122
3.395
132.s1e 0 0
9.062
212.&40
1.125
1,1.25 ""
3B,G3'i Q3,496 0
(1.1251
11.12!)
):3 132
44S,C72 0 0 . . 4.ls,072' ~
NEi REVENUE 16:2,104 114,751 0 0 276.855 1.125 38,nG 81,75' 0 (1.125) 397,387 0 0 397,397
"w
~
"",.
8.~70
ROOMS
'"'
3.868 3.81E. ~.Of!B 8.470
FO':.\D AND OEVERAGE ~.959 5.0SE 10.or. 890 3.072 1~.989 13.989
GENERAL & ADMIN 22.628 19.446 42 07~ S.517 15.827 &,4,418 1>4.~18
TOTAL COSTS MO EXP 116.0!12 90.349 0 0 200.441 0 ~3.945 66.412 0 0 20fi,7S0 0 0 3Q&.7~ z
w
E'8ITDA 46.012 24.402 0 0 70.41~ 1,12s 4.~1 15.344 0 (1,125) 90,589 0 0 90.589 ~
Operating Margin
~ROA.IN DIANA STATF & Ii.MINIC OBUO
28.4%
6i17
21.3'-.
4~3
25.4%
1.070
12.5%
9ll
18.8%
326
22.9%
2.321
22.8%
2.321 "~
,, "
""
O!:PRECIAilON & AMORT 8.910 5.495 15.405 67 1 ~26 4.16~ 21.0SB 21 058
~IANAGE:MENT FEE/CORPORATE CHARGE 0 0 18 3,520 112.S 0 (I 1251 3.538 3.538
DE\11:10DMENT COSTS 0 <BO 480 480 J
INTE~EST INCOME i2.2SI (1.4Ji :J,1 616' 33 750 ~•.23S! (~.53SJ 1~181 IA:'3) 0 4.243 12.019\ r2.0191 ~
tNitREST EXPENSE 23.502 11.8S3 35 &,\() 133.750) 3S 47S G.CbO 2.212 12.885 14.2431 55.390 55.290 H
OTH:iR NON OPER llNCOMEiEXPENSE 0 ;04 ~
TOTAL NON-OPEA (INCOME)EXP 22,613 18.577 &:.24~ 0 S2.732 S.5~2 li.074 17,199 0 (1.125) ""
S:t,472 0 0
704
rn,472 z
w
0
IHCOME [LOS SJ BEFORE TAXES. JOINT 12.199 5.725 (~.~4~) 0 16.682 (4,467) (1,243] (1,855) 0 0 9.117 0 0 9.117 H
VENTURE AND MINOFlf'rY lITTEREST •z
;:~;::01n~P.OVISION1 INCOME TAXES 0 0
0
0 0 u
.
i..::iss IN JOINi VEITTURE 0 (742) (i421 TO DEPR r'l421
NET INCOME: (LOSS) S13.1119 S5,725 (SZ,2421 $0 s1e.&a2 (54.467) (Sl .985) (S1 .fl55) so so SB.~75 so ($2,[)6l) ss.:ii2
..
FOOD AND 8tV~RAGE ,,jQ 962 3e.57s 80 $AO :::.588 26.395 Hl9.523 109,523
9_zz1 3.498 a_o5s 51.rr:'
OTHEfl
GROSS REVENUE
~3.449
464.!>49 358.~~ 0 0 0
42.570
a4J.203 J,498
105!:'
110.722 252.166 0
·3 49S· 51.ii7
(3.498) 1,20S.OS1 0
.....
,, 1,20&,091 "x
Q
LESS. PROMOTIONAL ALLOW 48.320 4G.;4S 94.865 2.182 2S.,?S 125.522 .. ' 125.522 •
>
N~REVE~UE 436,229 J12J09 0 0 0 74&,33& J,491l 1()8,54~ 223.691
' (J,498) 1,0110.569 0 O· t,CSC,S69
•
":DSTS AND
GAMING
(X~ENSES
237.150 1&1.131 40t281 B~ 316 lN.8% 59S.4S3 595 46'3 •-,
ROOMS
FOOD AND !IEVE.t1AGE
11.669
~(373
10 1~3
1s.e~~
21.822
2S.370
·, 45&
:,\.661
2 Bil~
8.14~
2BJn
40.17S
26 \77
40.1iS 0
"
GfN~RAi.. C. ADMIN 66432 58 62i 125.05!'.I i~.96'.' ~S.52~ 185~9 188.$49 w
TOTAL COSTS A"40 EXP 32!1,624 246,9111 s:<:.4oo 18(422 1150.3M 0 0 b&Q,3$4 ~
0 (· 0 576,5~2 0
' '
EBITPA
Operating ~arg1n
106,605
2(4*,;,
65.1S1
20.9"..
0 ( 0 171.79&
23.0~
J.49e 1ti,140
14.9•,t
~2,269
18.iO,.
0 (J.495) 2:.t0.20$
"""
0
' 2.30,205
21.:J'li. -
z
w
~
:P:DA.INDIANA STATE & MUNIC oeLIG
DEPRECIATION & AMORT
MANAGEMENT FEE
I SO!
27.571
0
1.X!~
1~.33~
65
3191
4~.910
" "'
12.969
z~"5
5.2.!i6
3.498
1,()99
12 980
"I
·3 498·
i.065
63.3Si
13 103
7.065
63 35;
13 103
-
(
w
oc
0!:'.VE10PMF.NT COSTS
IN'!'EfifST INCOME
INTERES; EXPENSE
OTHER NON OPERATING :INCOMt!EXl
BSS
70.2':'G
-ii:.2
'.l5.5JC
so
i.091,
~.517
,2J69
115,331
so
0 3.270
;14 136
18.154
~52
5.361
z11)4
565
~03.!5
12.400
12AOD.
3.270
,5,143i
166.181
2,054
3.270
•S.143
166.7B1
2.0'4
-
.J
(
TOTAi. NOti·OP~ (INC)EXf' 98.595 53.9~2
' &:,491 161.07B 20.476 18.$42 S3.!~29
" (3.499) 2$0,497 0 0 250,07 •
-z
0
INCOME /l.O:SSl SE.FORE WiF CLOSING, 11.01~ 11.H& 0 (16.990) (2.402) (11.SS:'.l) (69) 0 (~0292) w
JOIITT VENTIJRE ANO MINORITY JN'lt:REST
(B,491) 0 10.719 0 (20.292)
' 0
lDSS IN JOINT VENTURE 0 (2.246) 0 .~.246, \2.241;;,
•
~
D
z
.• /COME (LOSS) BEFORE 0
0
0
MIN:.ififTY IITT'EREST ll,010 11,199 0 j9.491t 0 10,71!:1 (18.~SO) (~.1>48) (11,$60) (611) 0 (22.SJe) 0 0 (22,538)
MlNORTTY INTEREST .. 0 0
0 o~ 0 0 0 0 0 B.242 2.242
TRUMP WORD'S FAIR CLOSING COSTS 12')'.S~ 126.375: ;128.3751 45.S47 181.4281
NET INCOME [LOSS) sa.010 (Sl17,17S) (SS,491) so (S117.6S7) (t~2.60Cl) (s.1,&4B) (S11,5M) (SGt) $0 ($1 SS,!i3~) SD $57.244 (S99,:!B9)
.... ~
TRUMP HOTI:.LS l CASINO PICSORTS !NC ~le:C:EB:PRESSPL
ff<'~ File:C:EB:PRESSPL
OPERATING RESUliS FIEST ATED TO CONFORM TO 1999 PRESENTATION
FOR THE: NINE MC»rl'HS EHOEC SEl'TEMBER 30, 1998
10/t./I 10·N~·9S l1.tt1r ~,,.
02'°21'"
,
~
UN 'T'MOUS.ANDS.EXCEFT EPS DATA)
"~
TRUMP TAJ TRUMP mUMP.AC THCA TRUMP THCR THCR HOlO THCA INC ~
MAHAL PWA TCS TAC ELIMIN CONSOL HOl.DING TRUMF'INP MARINA ENTER EUMIN CONSOL THCR IHC EUMJN CONSOL
~EVENU~S·
GAMINC $388.405 $2B3.1?3ol S672_339 $101.255 5i196.351 5971 .94S $971.945
ROOMS 58.479 12.~51 70.930
,"u
31.604 26.875 70.930
FOOD.AND SC\IERAGE 1.29~
41.918 ~1.2.2S 83.U& 26.000
' 11/J.443
~.
110.4.JJ
24.30) 3.T.5 8.3H p.o:s.
OTHER
Cif:tOSS REVENUE
15.358
4n.ZBS
8.94~
360.9f.12 0 0 0 BlB~E7 ~.S7S '"
10J.4S1 245,116 0 (3,375)
33.556
1.1~6.974
33556
o- ·:. :.o· i,1eG.$14 "
>
L!:SS: PROMOTIONAL AUOW SO SS6 4i.!l22 99 Ji6 521 29.~72 128 578 • 128.578 m
NET REVENUE 42G,12e 31J,16(l 0
' 0 7l9.8S9 J,375 102,!l&:l ~15,444 0 (J,375) 1,0!$.296
• D 1,056,29~ ..
COSTS ANO EX?ENS~S:
GAMING 238.957 17:'.:.504 409.461 70082 12s j7i 605 126 6~5.126
,'w0
FIOOMS 11.062 10 29• 21 356 2 383 ;:3.:2s 23.i3!i w
zA73 ",426
~000 AND SEVEFIAGE
GENERAL!. .D.OMIN
14.3SS
G41S&
l3.S3t
57.49&
2E.300
121.S5J
sal).n1
n s2; .1J 9SD
38.199
183.$71
38.199
183.571 "...
TOTAL COSTS AND CXP 3ZG.55J 2S4.21f.I
' ' 0 0 90,4&! 119.37G 0
' BS0,6J5
' 0 BS0.6JS zw
EBITDA
C!11en1ln9 !Mrgin
CRDAINDIANA STATE & MLJNIC OSLIG
100,176
2~.5%
1.606
58,944:
1e.e~
1.22~
0 0 0 1S9.1U
21.5°,0
~.834
3.375 12.475
12.11.;,
2.775
36.0&8
16.7".V
854
0 (~.:l?Sl 207,661
1'.M;,
6-463
0 0 2~7.661
1~.6 ...
G.463
..
~
(
OE~RECIATION 6 AMOOT 27.204 16.69'." 45.901 195 4.203 12 35S 62.55i G2,65i w
MANAGEMENT FE~'CORP EXPENSES
DEVi:LOPMENT cos rs
INTER~$':' INCOME 1 00$. :94'.' 1c~
86
17i 101.2$0
"D
.A,4S2
, 1 424
· an•
13}76·
3.3i$
!895 .SSA,
3.J'.'S•
'12 5.11
11.510
1.075
,; ,\63.
11.510
1.075
,7,166·
"
,_
.J
INTEREST EXPENSE 70.631 35_ii6 llD.!lJS-101.250' 11S.9ll~ i'.".982 6.981 Je.263 12.541 166 f,?g 166.679 (
OTHER NON-QPEHATINC :1NCOME1EXP
iOTAL HON-OPE.A [INC)EXP 97.BSS b4,75'
' 7.744 0
0
160,JlS 16.900
~90
11.4a 50.S21 0 (:!,J'7Sj'
990
24~.:JOS 0 0
990
242.20B -"z
w
INCOME (LOSS) SE FORE TAXES. JOIITT 4.1ee r7.744) (4.9!i4l (1(6$3) (34,547)
VENTUFIE AND MINORITY INTEREST
2.341
' 0 11.215) itJ,S25)
' 0 0
' (34J.ol7) 0
~
WT AYERSKARES OlJ'tSTAND!NG
S2,J41
"' (S7.744) $0 [Sl.!.525) (S7,179) iO (SJis.n2i IS2J.336)
2.2.206.420
•,
•o~
mo~
•zO
~-~
mo,
~55
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z
l:i 8 g
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0
..,. 0 m "
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o:58;':'::'€cno<:>oc:>e> ~~
:f§o~o c - ~
§0808.~=oo
.
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0
~ ~si:
~e>OC>~g~
<a A - ~,.. ~ § -~ ~ 5~
i_i~<=>= *!j?jog= :,;<:>C>O~~~
(6lM031 22,317.~2 0
·~
(4294.079,
13~1.951 {25,912,791)
zi.113,0E7
11.ros.sss
(111,937,027)
0
0
0 492.274
$0.692,1(!..11
(2.573,431)
(167,893)
11s:1:ie.1s11
(Jl<,361)
(5M9l,1"'1
21,710.282
t'
. - • 'Q. ·;.
"..u
t
TRUMP MARINA 167,883 3S0.41: 19.136,851 19,655,157 873,600 (10,528.700) - .~· 0
MAAI~ CCMAND OOTE 0 451,708 (45\,700) 0 0 >
sua.roTAL
ROUNOING
11,SSZ.2"4 (ZJ,072,017) £.n1,s11 53,619,790 1.31$
(1,376)
48,9Cl,112
ii.378)
22,769,340 150,692,1&4) (20,91?0,468) 0
' (1)711
o· •
TRUMP ORGANIZATION (199,8\~ (\9S,81ol) {199,SUJ
~"
BUrFINCTON H.11.RSO~
BALANCE Ai 91301'J9 1l,Sa2.284 !2l.271,8lil s.r11,m 53,619J90
0
48.701.120 22.7~~.140
(-435.463)
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CONSOLIOATl~G INCOME STATEMENT 04~7PM
FOR THE QUARTER TO DATEPmOD ENDED SEPTEMBER 30, 199'
llN THOUSANDS. EXCEPT E1'S DATA) ,,;
TRUMP TAJ TRUMP TRUMP AC 1llCR THCR TRUMP THCR THCRHDLO THCR INC "
;
.;
MAHAL PLAZA TCS TA: TACF TACFllTACFlll ELIMIN CONSOL FUND HOLDING TRUMPIND MARINA ENTER Fl~~ CONSOL THCR INC EUMIN CONSOL
REVENU1:5
G.AMINQ $13642t 1:04 900 $241.324 s:J3.538 $75.346 $350 30S $350.30€
P.OOMS 11.D&! 1i.393 22 451 1065 S.047 28.559 2S.569
FOOO 'ANO 6EVEHA(;;f 15 15i 14JJ13 2~ 110 l 030 10.229 40.429 ,. .40,429 t
~
OTHEP 23.Si'l .i_:'3S 27'110 11.56 JST 3435 n .1se) 30.902 30.902 :
GROSS REVENUE 186,016 134.045 0 0 0 0 0 D 320.061 0 1.166 36.090 94.0Sf :; · • 0 11.166) 450.208 0 0 450.208 ~
' ..-.'
c;ss PROMOTIONAl ALLOW 1S.35t 1TJJ43 35.397 116!? 10.570 . 47,136 :i.1S6 ~
m
NET REVENUE 1&7,662 117.002 0 0 0 0 0 D 284.&64 D 1.1&G 34,S21 .s3;4s7 0 (1,1661 403.072 0 0 403.072
~
GAMING e£.35~ SS 142 14S493 23903 43 &-:.!i 210.945 2".0.945 0
~OOMS
F:;:iOt; AND S:VERAGE
3 732
s.~1a
2 54~
~ ~.c
·''·
7.276
10.037
612
'.313
i oa2
3.541
8930
14.901
8.9~0
14.9G1
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GENEFl.AL & ADMIN 22.BOC 20.22';' 1' A3.0~3 5 0~9 6 16? 1~.130 lt166J 70.212 70.21~
:JE?!'.~~lt.TION I: AMOP.T
TRUMP WORL::J'S ~AIP: CLOSING COSTS
9 Di2 ::.592
12~.3;'5
1(i04
12S.37S
" ; .806 4.4SA 21.041
12e 37~
21.041
, 28 3i5
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TOT Al. cosrs AND EXP 12S.213 220.$99 0 IG 0 0 0 34b,92B 0 6,11S 33,811 SS.716 0 p.16G) 4S4.405 0 0 45t405 ~
' 162.!641
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NON·OPERAT!NG IN~ME !F:XP;
INIERES7 JNCOME 163 9; J~.350 33 750 2.o;z 70:< 110.2;51 6;'9 5611: '-643 270 I 93 (;l,~760 1.832 l.803
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l~JE?.;s~ £X?E~S~ 123 408! ,12: CZ£· s~.;os: 133 -:-so· i2 Oi21 :i031 70.27~ 1365921 (S.61$\ 1E 0651 !'. -~31 i13,~041 ~.ii6 [55.&76) r5S.Si6i <
87H!::J NON..;)t:~RAT!NO INCiSXP· 5C ;'3091 1259) i25~i H
TOTAi NON·OPER INC~EXI') IZJ.225) i11,8B()) 0 (2.SSSI 0 0 0 0 ''
{37.663) 0 11.422) 11.SOG) (13.411) D 0 154.302) 0 0 {54.302)
z•
INCOME !LOS.SJ SEFOR~ TAXES. JOINT 16.224 (11S.S77) D (2,$74) D D 0 0 (105.63t.:1 0 0 •0
' 0
' 199.9'7) 10721 (ll9G) 1.350 1105.6351
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VENTURE & EXTRAORDINARY ITEM$
MINORITY INTEREST 0 0 D
NCT INCOME (~OSS) SlE.224 (S115.577) SO (S2.5"4) SD so 10 so (5".127) so ISE.3721 111.430) S1,360 $0 so (3106.369) so 136.89! ($67.470)
LESS. PROMOTIONAL ALLOW 10.018 c ~e~ 3S}S5 1S!l 11.?40 47.685 47 685 >
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NET REVENUE 162.104 114.751 0 0 0 0 0 0 276.855 0 1.121 :111.n6 61.756 0 (1.125) 397,387 0 0 397.3&7 ~
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GAMING 64.637 s2.c 1 ~ 1.:6.6~ 27.463 46.729 ml>4• 220,846 a
ROOMS 3.656 . ; 21:: i.686 71>4 B.470 S.470 w
FDOO AND E;VERAGE
GENERAL ~ Ai:)MIN
4.959
23.255
E.Oot
15' 88f 1(
10_0,7
43.162 ,.000
890
!346
3 072
16,1$J (1 125)
13.989
70.536
13,989
70_536 "
D~?~.ECIATION & AMORT 8.910 c~~~ 15 405 1426 4.160 21.058 21.05S "wz
TOTAL COSTS ANO EXP m.m 97.28i 0 18 0 0 0 0 222.93'1 0 "
4.0&7 38.125 70,898 0 11.125) 3~.899 0 0 334.199
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INCOME FRCM OPERATIONS 36.475 17,46-' 0 11'1 0 0 0 0 53.921 0 (2.942)
"' 10.sss 0 0 G2.4Ba 0 0 62.488 "<
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INTERi:ST INCOME
1NT~P.EST EXPENSE
Z26
123.502) o:.ee::
... s~.61~ 3;:-io 2.379
(36 $~,JI i3J 7$Q\ (f' 3791
81~ \7"0.5921
IS13' i0.692
0
l.23C
(JS.475\
5.li1B
!5.61Sl
'535
IG.060f
318
122121
1?3
112 8881
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9.851
2.019
(55 290)
0
2.019
(55.3901
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TOTAL NON·OPER INC(EJ(~ 123.276) (11.732 0 (2.224) 0 0 0 0 (37.2l9i 0 (1.525) (1.S94) (12.713) 0 0 (5!.371) 0 0 (53.371) •
INCOME !LOSS) BEFORE TAXES. 1l.1il~ 5.i2S 0 12.2421 0 0 0 0 16.662 0 14.467) (1.243] (1.8i5) 0 0 9.117 0 0 9.117 "zw
AND JOINT VENTURE. a
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:..::iss IN JOll\j. VE~iUP.: 0 742 742 742 z
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~?OVISION ro~. INCOM: TAXES Q 0 Q u
INCOME (LOSS) BEFORE Q
MINORrn' INTEREST 13.199 5.725 0 12.242] 0 0 0 0 16.682 0 (4,467) (1.985) (1.855) 0 0 8.375 0 0 B.37S
MINORITY INTEREST 0
' 0 0 0 Q 0
' 0 13.063) (3.0$3)
NETINCOME (LOSS) $13.199 ss.m ~ ISl.2421 so so $0 so (54.467) ($1.965) (Sl.SS5) so 50 $8.375 (S3.o63) $5.312
NET REVENUE 435.894 312,100 0 0 0 0 0 0 748.003 0 3.498 108.540 123.691 0 {3.490) 1,080.234 0 0 1.080.234
0
ROOMS 11 66~ 1C.1G~ 21 632 1 456 2.139 26 1t; 26.1 ;'; Ill
~:ioo AND SEVERAGE U.Ji~ 13 9S~ 2e.Jn 3.661 814' 40 liS 40, 1;5 ~
GSNERAL & AOMIN 68 03¢ 6C.21~ GS 1213-~15 iC.23~ 21,46.S 46.622 69 (3 498J 209.212 209.214
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C·i:P.~ECIATION & AMORT 4~ 5.200 12.900 6.l367 63.36i
lf:l;UMP WORLD'S FAIR CLOSING
27.571 1'.".33£
12!L37!
910
~ 26.375
221
126.375 128 375
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TOTAL COSTS ANO EXP 3SS.71l7 394.221 0 ;; 0 0 0 0 7$3,CIS3 0 16.460 103,92S 195,501 6• (3.498) 1.065.544 0 0 1.065.544 ~
~
INCOME: FROM OPERATIONS 77.091 (82.1121 0 (65) 0 0 0 0 (5,080) 0 (12.912( 4.511 28.190 (GI) 0 1-4.690 0 ·o 14.690 . <
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NON-OPE~ATING INCOME fEXP)·
1r-.;T!:f:l.ESi JNCDME 85& '22 lOZ.341 101.250 6)2! 2.109 (21C'.9:i7; ~-36~ 16 SSC 14.136 •52 58.1 1 129.2561 S.l43 5.143
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l~"':'=P.;s: EX~ENSE i7'0.,i61 i3:':.536· (110.767) (101.250) (~.3281 12.109· 210.93~ :llS.3311 IH856i ns 1541 IS.~611 !40.335\ 2~.256 ;166 791 f [16£.781)
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'.:'':'r-fS';l: NaN.::P:Rt.llNG INC(EXP: 33~ SC 385 (2104) i~.719\ 11 7191 H
TOTAL NO,.OPER ~C(EXP) (69.087) (35.064) 0 (6,'26) 0 0 0 0 (112.577) 0 (4,018) 17.013) (Ji.75'1) 1 0 (163.357) 0 0 (1613'7) f-
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INCOME~LOSS\ BEFORE INCOME. TAXES B,010 (117.176) 0 16.411) 0 0 0 0 (117.&$7) 0 (16,9BO) (l.4021 (11.itD) (61) 0 (148,667) 0 0 (148.667) Q
JOINT V8fl"URE AND MINORITY INTEREST H
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~8S5 It. JOllVTV::'.N'TURE 0 2.245 2.246 2.246
0
0
Pf=!OVIS10N t:OR l"JCOME TAXES 0
NEI INCOME (LOSS) S8.C10 ($117,176\ so ($8,491) so so so so ($117.657) so ('22.600) ~S4.li48) (S11.5;o) (S68) so ($156.533) so $57.244 (Sll.289)
0
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MAHAL PLAZA TCS TAC TACF TACF II TAC!' Ill ELIMIN CONSOL FUND HOLD!NG TRUMJ:l INO MARINA ENTER ELIMIM CONSOL THCR INC EUMIN CONSOL
REVENUES·
GAMING
ROOMS
5388.405
31,$04
S~83.93~
26.Sle
$672.339
58.~ 79
s·,01.255 St98.351
12.451 . $971.945
70.930
$971.945
.. jQ,930
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FOOO AND SEVERA.GE
OTHER
GROSS REVENU!:
41 91B
15.358
477,285
41.22€
S.S4.S
350,982 0 0 0 0 0 0
83.146
24_30:3
833.267 0
3.375
3,375
1.297
939
26.000
8.314
103.491 245.116
·~ :; • '13.3751
0 (J.375)
110,44J
33.SSS
l,186.874 0
110.443
33.556
0 1.18G.B74 -
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LES~ PRCMOTION~L ALLOW 5C 556 4~.62:t 98.378 528 29.612 12B.578 128.579 •
NET RaVENUE 426,729 313.160 0 0 0 739.689 0 3.$75 102.i63 215,444 0 13.375) 1,DSS.296 0 0 1,058.296
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CDS'TS .AND ~XPLNSES:
0
' 0 ~
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GAMINO 236.SSi 172 so.: 409.461 · 72 BG~ 125.Sii 607.901 W901 \II
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ROOMS ,1.062 10.2911 2L'l55 2.383 23. ?39 23 739
FOOP AND B!;V~RAGE 1.!.366 13 934 28.300 2 4i3 i.426 38.199 38.199 ~
GENERA~ & AOMIN e; ;75 se 711 86 124.57~ 12.499 22.006 44.844 13.3751 200 ,.a 200.5'8 z
DE::lRECIATION a. AMORT 18.597 4.20~ 12.358 62.657 G2.6Si w
P~EOPENING
27.ZOA 4$ 901
0 "' 0 0
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TOTAL COSTS ANO EXP 355,365 :!?4.141 0 8' 0 0 0 0 ' 62!i.5S2 0 12.694 101.545 192,SS.6 0 (3.375) 933,044 0 0 933.G44 (
Ill
INCOME FROM OPERATIONS ~
71.364 39,019 0 (I!) 0 0 0 0 110.297 0 (9.319) 1.418 22,SS.6 0 0 125,252 0 0 125.252 ~
INCOME(LOSS) BEFORE
MINORITY INTEREST 2.341 4,186 0 (7,74') 0 0 0 0 [1.215) 0 (13.525) [1.179) (14,853) 0 0 IJG.7721 0 0 (35,n2)
2,:!,206,429
NET INCOM!:!L0$$)
CONTRl8 CAPITAL
MINORni' INiEREST
10.224 .'. ~ S'"'." 12.~i41 (99.927)
0
0
(6.372) jl.4301
650
:.J60
1850)
1106.3691
0
0 JB.699
1106_3691
0
36.891
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CAPITALATSEPT30.1999 189,558 155.102 20.001 9B.554 (652.391) 25!1.911 6~5.S20 (674.112) 187,619
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CONFIDENTIAL TREATMENT
REQUEST BV THCR 00103
.'
PACE 2/S
DESCRIPTION AMOUNT
CANCELLATION CHARGES:
CONNECTl\/E THERMAL ENERGY CANCELLATION 10,586,!Wl.OO
LOGGIA CANCEU.ATION OPTION 1,000,000.00
HOSPITAl.JTY NE'IWORK CANCELl.ATION 251,102.00
LOGGIA RESTORA TTON 270,000.00
NEC CANCELLATION 121,946.64
SlMPU:X INTEREST ON CAP LEASE U,435.59
CONVENTION GROUP CANCELLATION LIA8 32,757.68
122n.1a1.s1
DEMOLITION:
DEMOLITION COSTS
G,761,865.38
ASBESTOS REMOVAL
4Tl,OOO.OO
PERMITS
4,976.00
7.243,841.38
WIO WF PREPAIDS:
UNAMORT!ZEO LOGGIA l.EASE 333,333.33
UNAMORTIZED SLOT TAX ON WF EQUIPMENT "41,000.00
08SOl.ETE LOGO MERCHANDISE 11,:l23.91
NONRECOV!!AABl.E SEWERAGE PAYMENTS 135,007.86
920,685.10
ONGOING CHARGES:
WIF R/E TAX 10/99 TO 3101 8,821,574.00
POSTCLOSURE UTILITIES 150,000.00
POSTCLOSURE LOGGIA RENT 150,000.00
POSTC1..0SURE INSURAINCE 140,000.CO
STORAGE OF ABANDONED ASSETS 108,472.56
POST ANNOUNCEMENT CONTRACT SECURITY ZT,889,44
INCREMENTAL COST TO REMOVE TWF FROJ,! COL!.ATERAl.S 156,000.0IJ
( 9,553,9:JG.OO
22-0ct-'"9
DESCRIPTION AMOUNT
LABOR:
SEPARATION PAYMl"NTS 793,128.74
793, 128.74
DEACTIVATION CHARGES:
REGU!..ATORY FEES FOR CASINO DEACTIVATION 121,:>01.02
DEACTIVATION LABOR 234,243.94
355,744.96
TRANSITION CHARGES:
MISC:
10,185.91
z
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- - - - - - - - - - TRUMP PLAZA ASSOCIATES
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WORLD'S FAIR CLOSING COSTS ,•
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QB IQ Bi; 11':!!;;!.IBBEtl l'AIQ nrui ~ _20J!j 2QQ5 2llM I 0
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IWO NET BOOK VALUE OF ASSETS $97,882 NIA
'z
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""
0
z
z
n LOGGIA 1,000 1.000
0
z CONNECTIVE 10,587 700 700 2,800 6,387 'r>
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TOTAL CANCELLATION CHARGES
690
12,277
61
1,081
503
1,203
126
826 2,800 6,387
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0
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-ii ••'
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QR TO BE INCURRED
ALREADY 4TH QTR
eAlll 1Qll ~ ZW1
2002
Zllil :-1 n
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0
PROCEEDS FROM LIQUIDATION (405} (405) .
H
jCANCELLATION CHARGES
•,
0
8,822
293
1,470
46
6,880
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1,470
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TOTAL ONGOING CHARGES
LABOR
9,116
793 793
1,616 8,130 1,470.
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0
-< PROFESSIONAL FEES ASSOC WI CLOSURE 317 317
H
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;IN MILLIONS)
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MAHAL PLAZA TCS TRUMPAC CONSOL THCR HOLO TRUMP IND MARINA CONSOL "x
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NOAKING CAPITAL $8.3 $6.1 $14.4 $0.6 4.6 $8.3 $25.9
c
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--- 37
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PLAZA
57,328,418 17,585,017
WE TOTAL
74,913,435 1
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TRUMP PLAZA
JULY 19,893
AUGUST 19,559
SEPTEMBER 17,442
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1".1,".l'Jli
~A,9401
~.<.Xii
1fig:i~t~
....
,.....
·- .
ll.i!G-1.•
G,n::l.0
"~
= ""
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"""'"'""
$1~LCl>.$Tll'fC
00
0.0
1.«J.l.(i 1Jl06.4
0-0
'' 0.0
(112.8)
'"'
·=
,,,.
KEJ<OWIN
"'"
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TOTALWll-I
TAlllE Ol'!OP ' 232/M.7
3'$!.7fiWii
.... .... Z!!>.1'S].,
........ "''"",.,
7-314.5
11~.@.oi)
"·"'
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19.7'.f. 371.165.8
TllSlf;W<N s;).1SGI fl 56-*-' "'"
1l.'lllo (l.1211.:1)
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13,&"IP
SLOT WIN
POl<ERWlr-<
SILllJl.CASllNG
ZlC,63:1.1
.,
1,081.S
'""' na~.".I
'"""''"
ll;ti/;OWIN
TOT>J.W~
TAIJUi 0'«.)f>
TAB.I.Ji WIN
' 1.18fl
t,1SS'
m;t11s_1
flM:lft"l!).&
lml.:l.'ll'.IB "'"'
"~
,.,.,.
""=
'""'
m.unc
e~.!XiSl'I
w~.~2
"" "'""' 111.~
(l'.!31)
~.1402
i4,7S3\I
'.3ZJ.S
\1;.>,!l(D4
...,.
·10-"'4.
"'"'
0 .•,.
SLO!WIN
POKER WIN
$:MVl.\;,\STI~G
~-
7_:>19.2~14
JO,tl5)
,,,,,
10.4021
2.400.43$.ll
""""
2\ilJ;T,Z,8
..,,,,
IQMG.J
zoom ··~
-"'
..._,%
l(ENOW~
TOl>J..WJI~ 3.SQ.4008 3,"25_4711
If'"'
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11a.~_1
·11-9'!.
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>
CANCELLATION CHARGES
LOGGIA 1,000 1,000
"!-
CONNECTIVE 10,587 700 700 2,800 6,387 "'u
~
OTHER 69() 61 50A 121!_ 0
w
TOTAL CANCELLATION
·--- ·-· --------
CHARGES
_12,ll7 -- --- - - _ _1_,061 1 203 826 2,800 6,_~87 ~
1-
z
DEMOLITION -- 7,244 ____7,,_2_44_ _ _ _ _ _ - - - - - ;
,w
I
IWRITEOFF WF PREPft.~DS__ 920 920- - - - - - - - - - - - - - - - <
-------- ------ ~
~
I
ONGOING CHARGES ~
REAL ESTATE TAXES 8,822 1,470 5,880 1,470 <
I
OTHER ONGOING CHARGES 293 <!J! 2J!Q I
__IOT/\kJl!'l.§()LNG_CHARGES _ 9,_115_________1,515 6,130 1,470 I z
w
0
f;:,-------
'TRANSITION CHARGES - ---
66
--------
10- -
--··--
$3~,§!)_3__-
66
-- ------10----
__$1,93_5_.Ji§_~B $14,§_77
--- --------·----"'
_ -$i2~Lj_2,800__~~3_87__
' --- - - - - " '
----
'-
~.·
Trump Casino Services
INTER-OFFICE MEMORANDUM
J:>H ),lbF. H )
1
To:
(b)(6), (b)(7)(C)
From:
~n,,_ ·----1.. ,, __
~ -1 """· """'
Dcc:.i:nen.t :U.ed.
If:inything :s compieted "!:Uiier. •:ve ·.1,iil :.iC:.:eier:ice :he :ime!lbie .J.c;;;:orCingJy. [ :iave
attached. :Or ycur convenie:ice J. .:~nuc: :!st :Or ::t_::t Donne:ley and .:or.espor.Oence
from them regarding :he timet:i.bie.
INTER-OFFICE MEl>fORA.NDW.f
To:
lb){ J,: H )( l
(bi(6) (bl(7)(Ci
From:
Subject: 10 (bl(6),(b)(7)(C)
1f wything :s compie:ed ~:iriier, "ve ·-viil ic:eierate :he :!rr.e~z.bie iccorCingly ! :iave
· anached tbr your convenience a .::~nuc: ist :Or ~.:l. Donne~ey :rnd. .:orrespondence
from lhem regarding :he :imet:'iOle
.,Jl ~""':'""'-Narr
"."<!~~ .....
Yv" 10007•.Z:
Trump ?!a.za
Mis.sissio-ci & '!"r..e 3carci".v<l2>:
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-*hose qn;i.r:er tnded ?ll Se-ptembe: JO. ;r~ :.:uc lQ :Y!ond:.:y. ~·ovemhe!' l:':, ::ii;;"
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:nsu..""2 tJur .J.i:lii.ir-1 ::.o ?rcviC:e ;cu ·.r.ri:~ :~-::-.C':.::1 ~G.~1 :e:-r.c.:: ::ir:.c~ :ga.i:i .:::t.:r.·~s :!':.e
..:pccrning: :::;ur.ci. ~99-t"\:@C:: 3.,"-:.J C:Jstcr:-.e~ <:¢:-viez ~.? 211-34 ~-i..'7'7 :a '.er ..:s ~-:o·,11
.,. ... , "Ni".ic.1 :"iiings './OU .:x;::e~ 'JS :a :i.a.rJile ;:::: ·.ve ::JI! 3,C: l ::C:i.d .>tart :n ~ur ;:ir~arancn :'er :/cur
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Send iniri:tl. c.opy :t~ early 1S '.JCSsiille - pi.an :D :lle ·'~rfy· 1 to J.Vaid d:le pe::ik.
Ln ortier !O gu.ar::tm.ee 1 >fovember 15::,, 5.ling :at!. ·Ne ~:ave esuOli~hed :::.a :Oilo·Nirig
deadlines:
Frid<IY, ~C!'ICt!lbcr 12."*' ;'@ll<loa SU.Omit :ln:&l &sm1~ :a.ad ?fnenrjn.! n~ Sc.~i:cil.!J'es
EIJG.ARfXJPU'HIC1* must be Sllbmlrti!d by CSA nor '..ater '}um 110011 art du: ::JJl'j pnr;r :o rhc/i.img ·i.ate.
?riday, :-.r~ember 12.11 'ffe_ 2.2;00 (!.ac.'!iJ ~vtde ~~th OK*' file.
Sincerely,
0019€ >
CONFIDENTIAL TREATMENT RFOUFST RY THCH
i.e1 . .::s. ~~SS 1:::1: ;.i.A...,
·~ RR DONNELLEY l:'J:NA..'>CL\L
{ C..pit.>I >!"'=
:'IEW YORK
DOWNTOW'I
J·"-c'~11·
0o
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.'... a.:::::i:.j
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(bj(6 ),(b)(7)(C) ib)(G:1 (l1)(7)(C)
(b){6),{b).:7\(C)
................. , .............
........... , ....................................·
00197
CONFJOENTIAL TREATMENT REQUCST BY THCR
'.f•
"I ;'
10/28/99 TRJ MAHRL FINANC:: -t 4417751 N0.0$)
Cmtrpansc11 af,Vine~}.foruh Perlbds Ended St(MmJJer 30, 1998 aJU/ 1999. lb!: f'ollov.i.n; table Ul.c;ludes sclec-.td
cot\$Qlid.ati:d (bta. ufTromp AC for the six lllOl:llh! eo.dcd S!lpt.e:mber 30, 1998 and 1999.
1998 1999
(dollm"' """""""l
A vcta~ Daily R..arl!! (Room Revdiw:) ••..... , •• , ••...••..•. , ....... , • . S 90.59 l 85.91
Gaming~ arc tbeprimaty soan;c ofTnm::1pAC's fC'\IC!IUe!J. 1hc )'Cit over yar dc=asc iii gamfne.revCIUl:IS
wu ®II pri:mlm'lyu:l I dcclic.c in hip..emi infr:m•rimal t.ablo pm: pbl.ym ®I/. tO Mil.a eccmomic con.Wtious ::u>d l:w year
raulrs wbich iachl.ikd m UI1llSUlll S8 millil::m dollu tabk: ;u= win !mm 11111: pn:miwn playa. T.ab!e ~ icveauC$ ,
~the a:m0"1:lt~ by Trump AC .e:om
11110W:1:t1 Wl~ •tt.lblt pa:i.cL The 1&btc win ~gc tl'llld$ io be
Ca1:rly commnt tNtr the lacg tmJ:1. but may wry slgiriflcan•ty ill !he ~bort tam, due to Jargt: witgen by '"high rollas". The
Atlaotic: City in.di.ls.try table win~!:$ wc:n: 15.J'Y.m:l l.S•.i"Wa (i:irtbe Dini:: lf!Ond:u ended Sqnettibc:r 30, 1998 and
1999, rC.'tpcctivcly.
Tb ioaaR iD olhcr fC'YICal.lc is ;rimm1y !he msutt o!lhc:':cce:iptofaati!tl ur:w:tcrlbo tm:t:t:im.t:ion ofa lease~
it ftrii' Mukct Va.Ne based upol1 &ll tppraisal.
Oam.ing i:tMt! md expenses dccitaatd from the computhle period in !998 due to deae.ue:d ltWtcticg ind
prnmollou.t eom.
•
NJ.es; ~
DRAF
Cgmparisanof."...-MamAP<rf4dJ i!Nia!.S; b•rJO. 1998 end 1999. lb. foilo'""1f tai>i< ilx!odcucl•ct<d
....,iidmddmoiTrump AC !Or1bc m,,,.,.m,oldcds.plmbc: lO, l!l98md1999.
(dollminm....oda)
TablcGa:ui::~ ................ , ............................ S :225,575 $ 200,414
~O'f'U'Ptior.Period .•.... '.'.' ... ' ... '.'''.' ... "... '. s (lS,161)
r.u.:."""" Ihq> .. .. • .. .. . . . . .. .. .. . . . ............... . s 1~88.531 s 1,259,057
Occ:;r:ue ova: Prior Period ,. • . ........ . $ (129,574)
TmlicWin?~ .•... . .. ,. ..... . 16.2% 15.9%
°""""" - -a..m,,, ........................... ..
N""°"' o!Toblo
?.nod . .. .. . .. .. .. . ......... .
7.65
{0.3} pts
247
(18)
=
~ QYC'
a.imac &.."""' ............ " . . .. .
Pnar Period. . . ' .•....•. '
2,045 s
$
!,920
(12S)
TOtll Gt.ming ::tcveuu.es ............. ., ... l 6i2,339 4's 662,Z43,,./
~umberofGucsc:Room:s
......................................... . 2,654 2.654
°""""'1' it.le
..................... " "................. ' ...... .. !9.1~'- 12.8%
' . riM oCa lcuc Oetwem Tlj A,,,,....... All Sfarc.at'Oi {New Yack). !D:. lrld Plmet HoUywood Tmromtd<=* ?nc.
L'tCCtdcd at Fair Msda:c Value taect. ~ at app:atiml fl. die ammat' ot.Jt7J00,000, /
_..... .....Gaming """ ,,.f - d=-oi ....... ..._.,, pailld in 1998 du to ~ """"""' ...
OU Oc:obet 4. 1999 UJCR '1oscd ~ Wad4• Fair. T h o - - o( closmg r._ World'> F,;, ;,
Sl:!il.375,000 --,~. .,.;, ' .,,o£111o-
ml """'li!ioo ot""' building; '-.
"'!C:::md.to
~ ~ iu Q<m witb tbi;dalizlg
Ou Qci.obcr 4, 19'99, Ta:O (;!cx:d Trump World'~ Fair. ~ <:-8.Wna~d cost of clQs..ing Trump World's fiit is
$128,375,000, w.b:ich ~ S97,632,000 ~ar th1': writedown of the lS.1!1':!1 and SJ0,693,000 of com i.nt'umd md ro bre:
i.a.cuaed in col.l3)Cdic:m ·Ni.th :he c!osill; :.uirl daru.'llltion of the butld.ill.g.
Ynr %000
TlUT!lp AC l;w ass.=scd the i~ 1000 ::.sue 1!ld !:1..1..1 implemented <J pi.m to t!:OSut'C Wt iu sysn;:m.:s ;ui: Yw- :ZOOO
c:m:nplla:m;. Ami.lysis his bec11. :r.OOc: of Trutl'.1'9 AC' i vuious ;uslorner nippmt an.cl intc:rJ11! ~on Syt:'tl!tm .uui
1tppropritte:oodiliclltiall9 have~~ or m: ~•Y· Testm; :be modific~C:ottS is a:;ic~.:i::i De ccm;ilcteddw"..ng
1999. Trump AC i1~iy9g~~ .:mrJ?iete in il3 r.nodificatiollS.
irurnt:i AC bclli:va Q:at :be ~of eoccem m l"J'cd.om.inately software re!A~ lS ;:ipposcd :o b.acdwarc tclatcrl.
f~, ;rum? AC .celiC$ cpcn d'!ini party ruppiien :br support cf pmpct'j, pll.nt wi ~urpme11i, sut.l <I.$ c:OtlJJ'D.!.Ul.ic;;r.tions
eqwpmC1t. tl..""VatOts and fire ai"ety syrttml. :.'.:.::nae:: lm ~made Wtth ill siglllii~t $yrcetll mpplien arid Trump AC
is at va.riWJ $lllF of l.UCSsi:.:.t:Jlt, :ll:~Gtiat:.on md iJn;llc:ncati.on. WJ:.en j,C'C:s.$3.t)', .:-::intrac~ b.ave bco issiied tl) updace
the.se t)'l'tc:w.S so .u to tm'IU'CI Yea:: ;oco ('.D'fl'!!'l:ii.lcte. ~e cost of :iddrdsing du: Y:ar .:ooo issue is net e'X!'et:.tcd to be:
ui,atcrial :tlld will be flmdcd. out of ap.catlol.U. ·
Ifirw:-p AC did :i.ct l$&oe$S ~ Yezr :COO i.s.iue !lld provide !"or :ts ~on:pLilll:l'Z, :t would bi:: forced 10 <:.envm to
mawa1 ~y:ttemS IB cmy Oll. :i:> b\lSineM. Sina: Tnmi:p AC~ to be fuJ.ly Year 2000 Ci:JmlllWu', (I does not feel that a.
~plan U OCI;~ .u thll. moc. Howcver, T:ru.mp AC "W1ll eimtmually ~1cu the sinadon and ev~tz: whcilic:r
:J eruningtll.cy plm a ~ u 1ht: -nin......, iurn appro:u:hu.
11w Year ;:.OCiO dUd.o.mre ::ctlflilllto Year 2000 rcadi.tteM disclorutC wil.b.m the ~g of the Ycat 2000
Infoct%13ti.ou and~ Disclorure .~
Th: i;uino illdiuuy in. Adai:uiJ: G1y ii seasomJ in nm=; ~ly, the mult:t o( opaatio1l3 for the period ctlding
Sqrtmiba 30, 1999 a:rc mit necenlil'.lfy.ict:licuivc o( lb: apem:ing mu.its fot J. liill yar.
'1'ht ?trtate Sccc.ddct 11ripriMIWi:mn.Mtof199S pravid.ea" Msafc harllot" Wr f~ookiog sta~ so tong
" ..... """""""' "' i<lcll!ifiol U f""""1·iooilllg ml "' ""'1llpOllied ey .,...,;.gJ\IJ CoutiOJWY - ideotifyfug
iuqu::Wll !ac.1Xln ttw IXlllld cat111C a=ll rrmlts to di:ffccm.tttrially frtm! tb.oKproja:ted in~ .stal.cTl)e:otl. Jn co~
wllhcc:natn!~loaking rt?kmrn"t mmatned in b Qu.utmy .Rqon: 1;111, fQtDJ IO-Q Uld tb0$Ctlatmaybc made in
•o
~.
.·
(4)AllS<>rCa!eTt r..
r
AllS. c..tc. b. AD SW') hiad enimd ialo il IWli)'>ya:f ltuc 'fl'tth Tllj A...,...,lk1 fat UM lam ofspea; ar 1be Tlj
Maba1 fat aaAll St:arCate. The t.sic tt::ittlmdi:UJ\D Stu cm. Lcucwa1 St.O millimi:pcryar. pa:id iD cqqat mambly
~ Ia llddiQoQ. AJl Sfllr _, ta per ( '"Ct nm in foll cruormtt cqaaJ ID lhc di1fueaec. it my, bctwom (i) 8% of All
S='• gnm selos modo during OKlo - momh <hmog lho lint lease - 9% of All Slllt'•,.... ala ud< dumi:"""
............. dmillglho""""'1 .... ,..,.."'410%ufAllSllt1glOU..it.i""1od!zdog _ _ _ _, .... _
ODS ; '+ 15, 19991t1 ap:croent.._rac:be:dberM:r::n. Taj A•"'X'im$, AD.Sm :md.Plmd Rllllyr.<ood 'n riQe•l
i... 11>""""""' lho 1- off"'""' Sep...00. 2A, 1999. t1pon-"1nion oflbe 1...., aD .....,,_. . _ "'1All
Sbt's '""""'1 l""P"!Ywilh <ho" i ... ;(Spodilly Ttadc l'ima - ... piop:rty ofToj Anoci- Spocialty Tndc
Fixllm:s, .m.hin<ludod Opi, """1- logoi, '"'"" 11 W. ..t odlcr-wid!Joeos ofU.:Of!lcialAl! S"'
dilpJayec! It tbi: pi • could be i:w:t • =' tD be med byT.tj...
I ••• for a periocl Qf up la 120 days witb:mt e.b.ar:gc.
c.k"""'"r.,"'
~ recotded the ~ f.ait mm::ct value of tbc'5 amu ia. Qther rtYCDll4 Wed oo .a.it appni!la.I mlht amoum: of
. . . .-y
$17,200,000.
Subscqu=tto chc apirarimoi.tbc 12.0 diypcriodT'1 ~ iutcnd.i tD cootimlc op::nningthe. bi;illly:u a du:mc
ID be ...,..j l'nmlp Ci!yC.Ce.
011 Cciobct '4, 1999, TROl i;;lmed Tnmtp World.'.t Ft.it. The ~ con of closing Tnmip World's Fait i$
$1.2!1,37$,COO. wlrlcb: l:nr::htde: $97.58'2.,000 f'cttbc wtiu:dcrwn ot'ttle mets aod $30,693,000 of Ct'lW incurred and to be ine'.W'Ted
Ji cwcei;iXia. wida tbc dosiag tnd demolition of the bui.ldmg.
'
percentage to 1!.S~'\i from !6.$o/~ in :he comparable penod in 1998. The table win percentage decline rc$ult~d in a year over
year reduction in 1able game revenues of approximately S5,5 IZ,000 of the $24.899,000 deeline, Table games revenues
rl:'present I.be amount retain.:-d by Trump AC from amouncs \vagered at table games. The table win perceniage tends to ~
fa1rly coastant over the long term. '.'iu1 may vary s1gnificaculy in Lhe short (Crm, due to large wagers by "high rollers". The
Atlantic City i.ndustr)' :able win perc:ru.ages were !5.J~'<i :ind 15A~'o for the nine months ended September JO, 1998 .ind
1999, respectively.
,.Ii.II Stat Cafe. Inc. ("All Star") had entered inro a rwency-year lease wirh Taj Associates for rhe !ease afspace ar
the Taj Mahal for :i.n .-\.11 Sur Cafe. Tne jas1c renr under rhe All S1.ar Cafe Lease was S1.0 million per year. paid in equal
monthly installrnentS. In !ddinon...i..l! Sur '1,;:is to pay ;:iercenuge ten! in an amount equal 10 the difference, if any, between
Ill 3°/o of Al! Star's sross sales made dUMg: :1ch cal.:ndar month during the first lease year, 9o/~ of All Star's gross sales
made du.-ing each Cllendar month dunng the sei.:ond lease ye:u and 10~0 of All Star's gross sales made: during ::ach ca!endat
month during the third through :he :v:entierh le<lse ;·ears, lnd ! ii) one-rweifth o( the a.Mu.al baHtc reni. The All Star Caie
opened ui March l 99i.
On September 15. 1999 in :igreement was :eJc:i.ed ·oetween 1aj Associ:nes, A.!! Sur lnd P!ane~ Hollywood
lniemanonai, lne, 10 :ermina1:: :he A.11 St:!! C;i.fo L.-::.se ::ife;nve September .'.;4, ! 999. Upon remu.'\auon of the .\H Star CJie
L.!:l.Se, all i.mproverr:ents. il:.!nrions and ..\11 Sw-'i ~ecson.'.ll ;:irc~e:-ry· •.1:it.lt the e:tcepcion ofSpeciahy Tr:ide r:x:u:-es be:ame
:he property of TlJ Associates. Soe::tait:: 7 :lde ::xrure>. ·.•+:ich in-.: tuded .01;ns, ::mblems. logos, memorabtii:i Jnci othe;
:na.1:nals with logos of the Of:i::ai A~! Sur (;ii: ;Jr:se::.tl:: :!:5r:layed :it :h:: pr::ni>:s. ~ould be ~o~,1inue:i :o 'o~ :ised by !Jj
Assocuues tor a percoci oicp :o i:O ~ys "~1:.::ou\ ~:iarg:. 1~.1 .J,sooc:a1cs :ecordcC :h; :sarn:it~d fair :n:irke~ "'liue of these
:isscts ttt cthe~ reve:'lue ':iased on. lil :nC:?~ndc:11 appr21sai '..'1 th:: amount of Sl 7.200,000.
Subscquc:11 to the ;.<tptrluon oi :.ie : :o day ;:ie:.od Ta1 ..\sso:iates intends :o ;;ontrnue operltlng :he [a~iEcy :is 1
1heme re$\J.ura:u tcnu1ive!:, iO be :1:1.r.ic:i 7:u:np C~ty C:1.f:.
Glmtng co~Hs :1.r:ci ex?e:'lses .ie:~eased :".:"om :h~ ::im;:J:-:it::i~ ;:ier:od 1n ; 995 juc :o de~re~srd !t'.~rket1r.~ lr.ci
promouonil ~os1s.
On October..:. :o;.99. 7!1CR ::~seC T:ur::p '.Var:;:·; ?:i.1r. T::e :st:ml:eC ~o5t oi :losing !:ump ·.rartd·s ?:ur i~
5;~s.:·;.i:1co. wl~1c:-. :r.c~t:.::t$ 5~-.~:;:.:1J(· :·or :::e ·.,:-::::::o·.1n of :ht:" ~sse'.s .u:d 52•J.1:d?. 1~00 ol ~os;s 1:-.::.:rt;i Jnc :o ::~
1ncutred :n col'lnecuon ·.1·1ti: :r.e :io>t:'lg l:'I:!. ::!er:ioiit1on 01 ::ie ~ui!C.ing
\'ei;,r ::OOO
Tr...'.mp AC hls .1S$CSsed the :.·ea:- :000 issue lnd :tas 1mpie;;1ented .1 plan m e!lsure that its sy~:em.:; .ire Yeat ~000
cornpliar.1. An:ilysis ':'!:is ':::eer. :i!:iCe of 7:"!.lmp A.C'i \·1r:ous :uscomer suoport arid u:terr.:.il .:idm1n1str.i11on sys1e:ns 1nd
:!.J'lpropnace moci:fic~nons hlve be::i :'tl:ld! llr are under.\·ay T~s1ing ihc :nodiile.:it1ons is e:1:pe:1ed 10 be completed during:
1999. Trump AC :s 1ppto\.1ma1::ly 9$ 0 ·~ .:omplete tn tr.s \T;Odiiicacions.
Tn:mp AC ':::ei!e\'eS thlt :he t55ues of concern Jr:: ;Hcclomin:ltely softv.·::t.rc rel.ited as opposed 10 ha;dware reiated.
Fur.her. Titlmp AC relies u;::on :htrd ?:t.r.y ;upplie:s ior ;.uppon ofproperry. plant and equipment. such as commun1c1uon~
equrpme:n. dcvarors J:'ld r~:! safety :;y$~ems. C<lntac; has Cieen m1de 1vi1h all sign1fiean1 system suppliers .:.tnd Trump A.C
is JC var.ous st.ages of .rn~ie:nenurion. \\"hen necessar:'. :onttaets have been issued to update these systems so as 10 ensure
Year 2000 compliance. Thr. ;ost of addressi.ng the Year :!000 issue is not expected to be matertaL
If Trump AC did :tot assess the Year 2000 issue 1nd provide for its compliance, it would be forced to convert 10
manual system~ to c1ny on us business. SL'\ce Trump .-\C expecrs 10 be fully Year 1000 compliant. i1 does not feel that a
con~gency p!M is necestary lt this rune. However, Trump AC will continually assess the liruatfon and evalua:e whether
a ccnnngency plan i~ necessary ~s the :nille!lllium approltb.e~.
On September t5, l 999l.ll agreement was rt3chtdber..,·een Taj Assoc1a1es.•\ll StJr ~cl Pbner Hollywood fn1emanon;i.L
[nc. to 1e1m1nate rh.e All Star Ca(e Lease etfective Sqnc:nl::cr 24, 1999. L'pcn termtn:ition ol (he Ali SrJr C:ife Lc1Sc. .1il
:mpro11emenrs. alterations ilrtd ;\ll Star's personal property w1tb the exception of Sp.:c1alty Tr:ide FL'Ctures bec:une the properry
•)fTaJ A.ssoci.ltes. Spec:1:i.lty Trade Fixtures, ·.11hich included ~igr..s. emblems. iogo~. :nt:norJbllia and other matenJl~ with logo~
o( the Olfic1.?l All Sc:i.r CJt'e ;.iresendy displllyed :a the ;:ire:ruses. could be :ononued io Ce '.lscd by To.j Assoc1ati:-s (or J per:oJ
u( up 10 i :o days ·.1111.hout .;h:uge. Taj Associ:ues r«:ordcd th.: ~!UWl.ted fair m:irke: •:alue uf ::..'te:se lSse:s in oihe:r re•:e:n\1<! based
on an 1nde;;errienc lppra1sal in ~he ::..mount of$ l 7..!00.000.
Subsequent ro the e:i;pitarion of the 120 day penod 7 JJ Associates mt~:ids :o ~ontini:c cptt~nng :he :':ic:tliry 1~ J tht::r.t:
:est;iurant ternarively to be rwmed Trump Cicy C.ue.
·.· .. ,
. " : ·, ., I
..:1
. .r ••
" ,
'.
"
TO: ibution
(b)(6),(b)(7)(C)
FROM:
DATE: November t, 1
Atbl.cltcd for your review and comment is an expandcrl All Star Lease Termination Disclosure for inclusion
in our 10-Q filings both as a footnote and an ~tD,&.~ series ofparagraphs.
Distribution•
(bJ{6),il>)(7){CJ
(b)16J,1bj(7)lC)
I~ ' ..
I..
All Star Cafe, Inc. C'All StaI'1 h&I cntt=! into a twenty·year lease with Taj A.ssociates fur the lease
of space at the Taj Mahal fur an All Star Catb. The bosic rent under the All Star Cafe Lease was $1.0
million per year, paid in i:qual monthly iDstallments. In addition, All Stal was to pay p""""'1age rent in ao
amoll%11 i:quaI to the diffitencc, if any, between (i) 8% of All Star's gross sales made during each calendar
month during the first lease year, 9% ofAll Star's groS3 sales mlldc during cacl! calendar mooth during the
second lease year and 10% of All Star's gross sales made during each calendar month during the third
through the twentieth lease years, aod (ii) one·twelfth ofthe l!Dllwll basic reot. The All Star Cafe opened
inMan:l!.1997.
On September 15, 1999 ao agreement was reached betwCCD Taj Associates, All Star and Planet
Hollywoodlntemational, Inc. to taminate the lease eflective September 24, 1999. Upon lamination of the
lease, all improvements, alterations and All Star's personal property with the exception ofSpecillltyTrnde
Fin=s b<=ne the propmy of Taj Associates. Specialty Trade Fixtures which included signs, emblems,
logos, memorabilia and other materials with logos of the Official All Stal Cafe presently displayed at the
premises could be continued to be used by Taj Associates fur a period of up to 120 daya without charge.
Taj ,..,..ociat~ lb• estim;;;irTIWket value of these assets in otherrev;J!"in the amount of
$17,200,0~~ ,,._ - : •. ':; ::9-
Subsequent to the expiration of the 120 day period Taj Associates intends to continue operating the
facility as a theme restaurant tenfJll:ively to be named Trump City Cafe.
·~ ! ... .... ..
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{b)(l3) (b)i7)(C)
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·---- ·-----~ --· ..
CONFIDENTIAL TREATMENT R~OU£ST BY THCA 00207
I' ·•.. . 12::50 TAJ ~ F'I~CE ~ 4417751 N0.022 1713
I
.1\'. ', •,. ( )( ),( l( j(1-,\
'• ' •'
(4) ADSUrCafeTrnp~
All Star Cafe, Inc. ~·All Siar") bad entered into a twenty.year lease with Taj Associates for the lease
of space at the Taj Mahal for an All Star Cafe. The basic rent u:nder the All Star Cafe Lease was $1.0
million per l""I'• paid in equ:al monthly !nstallmentl. In addition, All Star was ta pay peroentage rent in an
amo1lllt equal ta thedif!"erence, ifany, b«ween (Q 8% ofAll Star's gross sales made during each calendar
mooth during the first lease year, 9% ofAll Star's gross sai.. made during each calendar mon!h during 1he
second lease yw and l0% of All Star's gross sales made during each calendar month during the thin!
through the iwentie1h leose yem, and (u') one-twelflh of1he anoual basic rent The All Star Cafe opened
in March 1997.
On September 15, !999 an agreement was re>ehed between Taj Associates, All Star and Planet
Flollywood lntemational. In<> to tcrmimlle the !we effective September 24, 1999. Upon termination oftho
Ieas;all improvements, altc:ratiano and All SW:'s pasonal proporly with the exception ofSpecialty Trade
Fixt=s became the property oCTaj Associ.W:... Specialty Trade Fixtun:s whieb included sil!llS, emblems,
logos, memorabilia and other materials with logos o[the Official All Star Cafe presently displayed at the
premises could be continued ta be used by Taj Associates for a period ofup to 120 days without charge.
Taj Associates rcrord air market value ~fthesc assets in other revenue b'seB: ea Ml 11:ppMiaal
in the amount of SI 7,2µ..o~o_o._ ___
" ,,,r;;;,,r!'it<J
Suboequent ta the expinnon 01 e !20 day p<rlod Taj Associates intends ta continue operating the
fucillty a.s a Iheme resiaurant tentatively to be named Trump City Cafe.
Enclosed is a first draft for the !OQ for the period ending September 30, 1999 for
Trump Hotels & Ca5ino Resorts, 1nc.
Please respond with any comments or questions by 4 p.m. Monday, November l"'.
Thank you.
-· n:
<b){tJ),{b)Cl\IC)
{b):C1.:b1(?)1CJ
(bJ\6),\b)(7)(C)
,ranam, Curtin & Sheridan
~ Ste ms & Weinroth
'b)(6),(b)'Jl{C)
Taj lMahal
(b)lc),lb)(I JlLl!
rump Marina.
1:
Trump Marina
Enclosure.
'\ ..
INmlOIFla COIWSPONDINCE
FROM:
DATE:
Enclosed for your review is a current draft of Tm.mp Atlantic City Associates l Q..Q for the period ending
September30, 1999.
Generally ~hanges have been made in all areas with the exception of I egal ?mceedjpgs which ne&is a
complete update. The legal verbiage contained is from our 211d quarter, 1999 10-Q.
We would appreciate your changes as soon as reasonably possible but no later than mid-afternoon on
Monday, November 1, 1999.
{b)ri3).rP)\7J(Cl
Please fax your changes to my attention at~---~
Thank you.
D!muJ!UUQN:
•P)(tJ) (b){fj('~.I
1bJo:6J,:bH7J.:C)
~(;'';";,H;b)~(?;,)'C~i~J;;;llllll~llli,"~en
(b) '. b ( ){ J
TO: Distribution
FROM: l(b)i6).ibJ(7)(C) I
DATE: Octobor 29, 1999
SUBJECT: !~ Trllmp Atlantic City Asso<lms
Enclosed for your revie\11 is a current draft of Trump Atlantic City Associates 10-Q for the period ending
September 30, 1999.
We must have your changes by 4:00 P.M. on Tuesday, November 2, 1999 at the latest so that we may
transmit to the printer for Edgarizalion.
Thank you.
Enclosure:
DISIRIBUTION·
(b){6),(b)(7)(C)
(bJ(b),\bH l){G)
Arthur Andersen
Arth urAnderson
(b){6).(b)(7) I ..,.,,haQl
Curtin
{b)(6),(l:).:7)(C) IWillk:i eFm
(b){t ),(r )( 1 )\\_) I Willkie Farr
(bl(6).(b;(7)(CJ ISte.ms & Weinroth
{b )16\.\b\(lj\CJ
Trump Hotels & Casino Resorts. Inc
725 Fifth Avenue
24it. Floor
New York, ~'Y 10022
Trump Plaza
Mississippi & The Boardwalk
Atlantic City, NJ 0840 I
Enclosed for your review and collllllelllS please find the first dnlft of the 1999 third
quzr.u Fann l().Q for Trump's C;utlo Associates, L.P.
Please "'l'Ollil with any comments or qoeotions 15 '°"" as possible, but no Iatet than
~,for:d.ay, November I, 1999.
(b){6j.{bj(7)iC)
Phone
Fax
Tlu!nkyou,
i'~~~';'b' I
'" .
" (b)(6),(b)(7)(C)
(b)(6) (IJ){7)(C)
ViaFax
L---~
( l( ).( j( ){
(b)(6),(b)(7\(C)
l"la Fax
V14Fm:
Via Fax
ViaFrr;,;
V/4Fax
niJ!!~~'l/' & Shoridiu!
Vra Fax,
VraFc- L----~
00214
CONFIDENTIAL TREATMENT REOUEST BY THCR
l'tJ . 453 1}03
11/113/99
.--Ii
u. n.1
Oll5m:I
DATJJ:: November 2, 1999
·====,,_--,
Distribll!ion (b)(6).(b)(7)1CI
TRUMl'MARJNA
HOTEl.•Cl\Sm
TO:
(b)(6J,(b)(7)(C)
FROM:
SUBJECT: Fiul Drllft or 1999 3rd Quarter
SEC 11orm IQ.Q lbr Tmmp's
CastleJ\s&Qcietes, L.P.
Enclosed fut your reviow aod CC"ii" "'' pl"""' find the li:aoJ draft of tho 1999 third
quarter Fann Jo.Q far Trump'• Castle A:wociates, L.P.
We plan an filing tbia documem an Wednesdny, November 3, 1999, aod as sucli have ,.nt
this draft to R.R. Domtelley to begin the IID<lARiz;itioo Pill"""· Due to the accelerated filing,
please respond with any comm"Jt!S or question; by 3 P.:M., Tueoday, November 2, 1999-.
(b)16J,lbJC/)iCJ
Phone
Fax
Tbankyou.
{b)((:i).(b) I
l.'7\'C' .
Dism'ln11ion:
{b)':6Ub)(7J·:CJ
TC ·( ){ ),( )( ) l.
{b):C).:b)(1)iCJ
V"uz Fax
V-111 Fax-
Arthur Andenen
(b){6),{b)(7){C)
Wilj!~~~IJlai:hcr.
(b)<6l.<bJ.:7){CJ
TRUMP MARINA
HOTl!l. • CASINO
TO: Distribnlioa (b)(6) (bJ(7)(C)
FROM:
(b)(6), (b )(?)(CJ
Enclosed find one ooµy of the above memioned report ,. fili:d with the Setorities and
E.'C6e.nge Commission an )i~ve:nber 4, 1999, Abound ~PY ofthis same repon will be fbllowing
mortly.
Thank you.
(~)( ),(b)
(7)\CJ
Dist.'1bution: i\i!arinW'""'-'"-~=-~
(b)(6),(t.>)(7)\Gi
TC"·
{b){6),{b).:7){C)
\ .• '
TRUMP MARINA
DISTRIBUTION
Trump Marina
Brigantine Blvd.
Atlantic City, NJ 08401
libi16) lb)(7'1Ci
Trump P!az.a
ivlississippi & Boardwalk
Atlantic City, NJ 0840t
---~---- (b)\6),(b)(7)(C)
011'.'.t-i
~:bl\6i (b)(7){C)
(b):6),ib)(7)1C)
. - -
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":?-~"-.--------=--~·--------- ----------
{b)I \.( \\ )(
03:12pm ESi 26-0ct-S!J Deutsche aar.c Alex Brown \R, Farley/[. Davis) OJT
·~ Oper~ting fPS Were $0.16 Not $0.63-~k~.
212 689 0397
Perfor
P.01/02
tbJioJ(bJ(l)i'-J
HrGHLIGHTSo
On T•..te>d;;y, we ..,rote that Trump reported 309!! EB!TDA before corporate expense
f of $l~6. 7 mil1ion versus our expe~tation of ~92.G ~ii lion, r~sults tMat
appeared to rP.pl"esent a 17.8~ increase: over last year's $90.6 million.
Operating E?S for JO were :nitially reported by the COtl\Pil'IY dS $0.Gl versus
S0.{'1 in last year's q.iarter vnt:i.1 today's revision, "1hich sho.,,'s that operating
EPS were ~O .16.
Today, fllJnagetoent discloi>ed that roughly S0.47 of the $0.63 re.ported ..,ere not
opera:)ru; EPS but -...erira'Ctually the result of an accountin9 gain. Plan~t
Ha) 1yvood had been paying 1ease fees for its All-Star Ca fB (1 oc:a ted at the
Taj), arid these fees t'lave been rac:ogniz~d as "other revenue" at the f;;ij
property. Because of ba~kruptcy proceedings, Planet Ho\1y..iood han~ed the
A1\-Star CafG over to Tr-ump in order tQ terminate the lease. Trum? had the
restaurant property appraised at fl7 mi1lion, arid 1hen reGognized this gain
thr-0~9h the income state.'Tlent ;:15 "other revenue" at the Taj.
eased on the company's initial earnings ralease, it had appeared that the
c:omp~ny•s focus on cost reduction had been effec~iv~ in improvLng margins and
cash ftc...s. It had also initially appeared that nonMgaming revenues such as
hotel revenues must havo increased in the quarter. However, backing out the
$17 million from revenue and £6ITOA, Taj revenues from operations actually fell
1'J. for the quarter rather than 9row'in9 3.5% as it appeared ..ihen reported.
Similarly, T:aj Mahal E5ITDA from operation!:: fe11 2~% to !34 mi.lliol' rat"er than
graving 11'.L. £.BITOA margins at the Taj fell to 22.6% from 26.4't rather than
risin9 to 30.4'.L.
When the one~time accountinq 9ain is backed out, total companY'fide net revenues
(e 11 2. 7'.L to S3B S mj_ 11 ion ra~he; than rising l. S~ to $403 mil 1 ion. Company..iide
cas1 flow before co.-porate expeni;e fe11 1.1% to $89.6 fl'li1lion rather than
( r~sing 17.i~ to i10G.6 million. ESITOA margins before corporata e~pe~5e ~ere
22.2'.4 do..,n from. 22.&'"· rather than up to (6.5'.4.
CONFIDENTIAL TREATMENT
O(OtJEST BY THCA
00219
t , OCT-29-1999
1.B/ZBrJS 1613?:30
09:35 TRUMP
tHUn:,un tioru11........
·eased on tfte revised SQ9S earnings results, 'Irle may rev1s.it our
,
21~~!:ls.a 0397
1111 .......
multiple which ~ould be greater if est1ina1es fo~ ne~t year ~ere ~o b~ reduced.
We contirH1e to rate the "Stock: !o!ARJ(ET r£RfORM givel'I that other s111al 1-e:ap 9:-aming
lrt'ithin tl)e past three yearl:O, OE;1utsche D»nk Sttcurifies Inc. or its 111!1011y 01.1ned
The fo'llo...,iri9 siack(S) is fa~e\ optionable~ Trump H¢tels & Ca$i1'1o Res"rts, Inc,_
------------· f'ir:;;t
~--·-·---·--·-···---~---~---···•-Y-----------····--··••••-·-~---
Call Corpora1ion TEt, H7-i56-2l00
22 Pittsburgh Street PAX, 611·161-5617
Bosio~. M~ 022l0 EMAIL: firstcall.nates@tfn.c.om
00220
UNOFFICIAL TRANSCRJPT OF
(
6
Thi> documcm is submitttd a; CONFIDENTIAL. Exemption from di~dosure 10 non·gllve1'llmcntal p;ir11e~ or ~Jis document and llny copies
<>fit i~ claimed under th~ Freedom of fofont.ation Act (S~cricm '.'.OCl_SJ, 17 C.F.R. § 200.83) and all other applicable provision~ of law and
regulut1tm. \1 is rcqu~s1ed that b~for~ ~ny disclosure 11 ptrn1mcd of this document or any pare or co pie~ af it, timely prior noti:;:e 'b~ glvcn to
Thom.1~ Golden, W1llk1e Fan & Oallaght:lt, 787 Se~·~n(h A'·en\le, NY, NY 10019. 212·728·81)QQ
( (b)(6j.(bj(7)(•:::.)
Thank you.
(b)(6),(b)\7Ji'.;;)
A couple of questions. One the as far as still
looking for any possible acquisitions going
forward.
(O)(f:i),(0)(7){C)
I think the focus of the company has to be two
fold and it kind of goes hand in glove. I think
at this a sale of a property will take place
before any acquisition of new properties and a
reduction of debt will take place before we move
to any new jurisdictions.
(b)(6),(b)(7){G)
And as far as adding the parking garage in Gary
what kind of ups.i.de in cash flow can you see up
that's added?
(b)(6).(L>)(7)iC)
I think you 1 ll sec a seven five to seven million
dollar increase in cash flow. Maybe as rnuch as
ten million to the property.
l(b!(61,(61(7){CJ
Great. OK. If you could add rooms at the Castle
going forward whilt J·;:ind of benefit will that place
see?
Well I think that if you're going to add rooms any
place I would look to the r•iarina if it continues
on its up ward move and its EBITDA as we've seen
over the past two :y·ears and I think that that
property if you added a thousand roorr.s would see
another 25 to 30 million in its EBITDA.
l(b\(6).(6)(9)(6)
Wow, OK. Another one. i.;rhen you tear down the
11orld' s Fair do you get a cut in taxes? A savings
there?
(bl{6),{b)(7)1C)
Yes about, it's almost 7 million.
\bl( ),( )( 1\..,.)
OK and how much did it cost to tear down the
World's Fair?
(bl(6),(b){7l1C)
It 1 s gonna be we, we haven't finalized but net
netting out because we re selling things now its 1
(
7
'This oJocum::n1 i$ :;ubmimi<l as CONPIDENTIAL Extmpuon from disclosure to non-govcrnmenral parties of lhi5 clo~um~m and any ('Opie~
of it is claimed under th~ Ff\':edorn of ltlfotrnatioa Ac1 (Section 200.SJ, 17 C.F.R. § 200.83J and all other ap;:ilicable provisions of law and
rei;ul3tinn. tis req\1~1ted tha1 ~any .;l1sclosuri: is permiu~,; of this d11,ur11em or ~ny p;in er 1<opie~ rf it, limi:Jy prior noti~r !.ir ti''f.n 10
Thomls Oolcie11, Willkk Farr & Gallagher, 787 Sevenlh A~e11ue. NY, NY 10019, 212·728·8000
lfb)(6).(b)/7)(C) I Well,.
·:b){6),{b){7)1C)
Firm or company wide am I doing it right.
:b)(6J,(b){7)1C)
Yeah, you 1 re doing it about correct but I don't
l(IJ)i'6),ib)(7){G)
Good mornirtgfb)(GJ,(bJ land congratulations.
Could you
please walk us through expense reductions by
property 'cause they were alluded to generally in
the release but you didn't give detail.
(b)(6) (b){i)(C)
Well, I 1 11 be gla vdib)(G),(b){l):ci lJo that
with you directly~bH 5 J,(b1': 7 1 but in essence what \Ve
saved this year was a out overall was on the 5-7
million range for the first nine months I think
we•ll pick up a couple of million more from now
until the end of the year and it's just
consolidating your business handling your
consolidated business more efficiently we expect
to pick up substantial savings in the insurance
area we are going to bid that out which could be a
big number to us early next year. We're focused
or1 areas like li1no'...1sines riow, you kr1ow when we
have joint food buying now at the properties and
it takes time to get all those in place so we
continue to get the benefit on a long term basis
of the expense reductions. But if you want to
·quantify theni1bJl6).:b)(7J ~~·ill sit down with you
privately and do that.
OK and just a second question. Could you
elaborate on the ADR at the Taj and the quarter
and what percentage was cash versus comp?
(bj(6),(bJ.:7)
1c1 I don• t have that and I don't know if f l( J,(b) J has
l{b)(6),(b)\7J(C)
OK thanks.
(
8
Thi' docum<tlt is ~ubmmcd as CONFIDENTIAL Exemp1ir;n f1on1 ~11~lo>U1'lt rn non-i.:ovemmerual panie.s of 1lli.1 document ~nd any copies
of it ls cl~inwd under the Freedom of Information Act (Section 200 83, 17 C.F.R. § 2oiJ8J_l and all oth~r Jppli~allle prov11ion.1 ofl~w ~w.I
regulation. It is requested tha1 befor~ any di~clo.1u1e is pcrmiue<l of this document or any part Cir copies ofil, timely p{ior nollcc be gi•en m
Thoma} Golden. \Villkic F~l'T & Gallagher. 787 Sevemh Av~nu~, NY, NY 100!9. 212-728-SOOO
C>
Good morning. I noticed that the improvement I
guess at t!ie AC level pretty much took place in
this quarter as compared to the six months prior
I'm talking about EBITDA. What was it that sort
of kicked in in this quarter?
l(b)(6J,(bJt71
(Cl
Well you know (bi(GJ.(bJ I think you 1 ve probably -- I
haven't had a con erence call recently but my
earlier conference calls and presentations I've
made I really believe and I run this company now
for the major profitability to be in five in a
half month period so that we're geared to pick up
the profitability starting really starting May
part of June, July August and September and that's
why you sec it that way. You 1 re really not going
to pick it up in the first half of year.
(b){6).(b)(7)(C)
OK so we see that level of increment in the fourth
quarter given that that could be slow as well.
(b)(6!-(b){7)·:·:;;)
I tl1ink in the fourth quarter you have to look at
your historical profitability which I think for
the fourth quarter on a company wide basis our
EBITDA was like 57 million last year for the
fourtb. quarter1:bl\61.1b1{7)(Clyeah, and you' 11 see an
inc;i;;·emental increase but not at the same
percentage basis. In otl1er words we did 230 we' 11
increase it we could increase it by as much at J.5%
or 20% to get us to 300 million in EBITDA and
that's where we 1 rc going.
{bj(6).(b)(7)(G)
OK and then I may r:ot. have heard a number
correctly cause on the Taj Mahal it looks like you
have a 11 million deer.ease in your gaming revenues
and a 6 million increase in your non gaming
revenues.
l;~\5f,J,(b)(7)
That's something like that.
\b){6),{b)(7)
Right b11t. the total revenues are up five so I was
just wonderi11g what that if you could reconcile
that.
·:b)( ),(b)(
(Cj
I don 1 t know I worked off the numbersFb)IGJJbJ(?)(CJ I
gave n1e but he could reconcile, why don't you call
him directly?
(
9
TI1is d!)(;ument is :;ubmined a,~ COtoiFlDENTl.\l,, E~~mption from disclosure to non·g:ovemmentlll partbs of thi$ d.;x:ument and ~ny ~opie~
of 11 i& claimed under th~ Freedom or lnform~tfon Act (Sc,lion 200.83, 17 C.F.R. § 200.33) and all other app!i~~\lle pro,·lsicn~ of law an(J
regul#1ion, It is requestod that before any disclCl~urc i~ pem1incd of chi> doi;mne11c or ~ny p.1n or c<>pie> nf ii. timely prior n<;>1ic.,, be eiv~n to
Thomas G1.>Men. W11tk1e F~rr & Gallagher, 787 Sevemll Avenue, NY, NY 10019. 212·72.8·8000
OK great.
.:bHGJ.1bJ.:7HC)
(b)(6),(b)(7)(C)
OK thanks l'-------'
(b)(6).(b)(7)(CJ
OK thanks.
OPERATOR'
Our next question is Please go
ahead sir.
(bJ-:6).{b)(?]{C)
My questions been answered, thanks.
OPERATOR:
.
Our next question is f r o m . p l e a s e go
l(b)l6J,lbJ(7)(C) I
ahead sir, ~------~
Thank yot1,
(
10
This docomcnt is submi(tcd as CONFIDENTIAL. E~emp:ion from di>clo:;ure 10 non·govemmcm.al panic;; of ~'ii'< document and any ~opi~s
of It is claim~d under lie Fr~edom of lnfonnati{ln Act (Section ~00-~3. 17 C.F.R. § 200.83) ~nd all Nhor appllc,.ble provisicm5 of law and
rtgulation lt is reque~ted tha1 ~1'.fu!.~ any di«;to.1ure i\ permill~t! oftl1i\ document or ~ny part or copie.1 of n, timely prior notice be given to
Tiiomu~ Golden, W1llkie Farr & Gallagher, 787 Stvenih Avenue, NY, l\Y 100!9, '.!12-728·8000
(b)(i3) (b)l7)
IC)
I could give you its about you could ca1~·;~\ibJ,lbJ(7) I
directly but. our cash lenrels ri ht, at 220 right
now something like that but 1b)(6J,(bJ111 could break it
down for you.
(b)(6).(b)Ct)
IC) OK I rve had difficulty getting through tol~~H 6 J.(bJ( 7 ) lis
there an~·tone else I could talk to.
{bH6),\b){7J
IC' No, you have to ca1]t~H 5 J.lbJ( 7 ) land I' 11 make sure you
get through to him
{b){6),{b)\7)\C)
OK thanksl1~H!J,\bl land one other thing.
The World, s
Fair, charge what was that on the books for do you
have it broken down at a different parts.
1b){6),{b)(7){C)
Yeah we have it fully broken down you could do
that with \~)(6)(1!lf l 7
(b){6Ub)(7)
(Cl All right I will do that off line.
(b)(6).(b)(7)
c Thank you.
(b)(6),(b)(7)
c Tllank yc)l1.
(
11
Thi$ docum¢Tlt b M1bmi1ted ~~CONFIDENTIAL. E\emp1ion fmm di:,dt!Sure 10 non-governmental p~r1k:i of 1~11 do~11ment ~ad ~ny copies
of it is claimed under the Freedom of lnfohl!a11e>n A~l (S~1io11 200.83, l i C.F.R. § 200.~3) and all O[h~r ~pplkabk pro1•isions o! Jaw attd
rnsulation. 11 is requested tlmt .1?.!llill£ ~ny di~clu:.u1e is permuwd of this docum~nl or ;my pall m copi~>of it. 1im~l)" prior notice be given !O
ThomM Golden, Y.'il!kic Farr & GJ!bgher, 787 Seventh Avenue, NY, f\'Y 10019, 212· 728·8000
li~))(6).(b)i7J
It's all balance-sheet d~iven.
li~\(6).(b)(7j
OK thank you.
Thank you.
OPERATOR: Our next question is front:bH6J.<bH7HC) lplease go
ahead sir.
l,b)(6),(b)\7)
iC)
Hi i tsl(b.i\6J.\bli7){Cl I good morningjltiJ(6!\bJ(!J(CJ Pnd
I
libJ(6),(b)i7 J I just
have a couple of questions really
relating to the World 1 s Fair and the Plaza. mFb~)(~6~1.1~bl~17m)I
since you've closed the property earlier this
month. have you seen any up tick in revenues at the
Plaza?
(b)i6J,ib)(7)
1Ci Oh sure we our revenues have inc~eased we still
haven't quantified we 1 re very. We don't want to
get gleeful but we re very happy I knO'f1l-:b)(1;>J,(bJ·:7) land
1
(
currently t>.•ith our current stock price I think
that makes it difficult
(b)(6).(b){7)(C)
So the consolidation friends that 'l'le' re hearing
about on the strip and what your doing is
something that is of interest to you and you 1 ve
just got to figure out a way to do it right.
(bj(6) (b)(7j(C)
Well put.
116J{6),{6H7i.:C)
Thanks
(b)(6l.(bll7)(C)
Thanks
l(bJ(6).(bJii)(CJ
Yes .
OPERATOR' •l\b_1_1e_1.1_e_1e_J(_c_1_~I please go ahead sir.
l(bJ(6).(b)f71(CJ
Yes coc1J.d you please review your capital spending
programs for the remainder of the year and next
year and could you provide any insight into
whether or not you've beer1 able to reduce debt
through cas11 flow from operations or do you plan
on doing so next year?
(b)( ).(b)i ilv)
Yeah, I think I'll take the last part of your
question first. We will have 50 million plus or
minus available to reduce our debt and we fully
intend to do tl1at as we go forward into next year.
We, will have our normal cap x at eacl1 c_)f the
properties next year and that has t.he levels of
that remain consistent. Our rooms programs and
our maintenance programs ax·e very very good if you
come to our properties are clean and well run and
that will continue. Any excess capital spending
will be in the areas that will generate income at
the Plaza witl1 tl:1e redoing of the floor and adding
the new oriental pit in our addition to our cap x
is about 8 million over the course o r in
addition to our cap x is that right, (bJ( 6 ).(b){JJ(C)
Yes.
(b)(6).(b)(1J(C)
And and the Taj r'lal1al no that's maintenance cap x
as well. No well in addition
{b)(6).(b l(7)(C)
!11 addition - two or three million
(
14
This doGumem h .<ut>rninrd a~ CO~FIDFNf/AL. E~emption from tlisdosure ro mm·govemmentat pani~s of this document a•>rl any copi~~
of it is dauncJ under the Frectllum of lnfo1m~tio11 Act (S~ctil)ll 200.83, 17 C.f.R. § 200.S3J ;inJ alt other applicable p1ov1sions of law and
regulation_ It ls req.uesied tllat ~any dis~lOSUrl: is permilted of this document or any pan or copies of it, timely prior notice be given to
Thomas Golden, Willki~ Farr & Ga11~gher, 7$7 Sevtmh A·,.enne, NY, NY 10019, 212·728·8000
( rb){6).{b){7)
IC'
About three million dollars. I thinkJi~J(B),(b)j?) ~as
confused 1 think its about 8 million tnaintenance
cap x and it 1 s about three to five with our
redoing our floor and at the Mari~a we are adding
additional casino space redoing o·.ir buffet in
addition to our maintenance cap x adding to theme
r.·estaurants it will be about thr ee or four million
dollars.
(b){6),{b)(7){C)
Thank you
(b)(6),(b)(7){C)
Thank you.
OPERATOR; 1,a(ii0s ancl gentlemen again if there are any final
q11est ions again press star one on your telephone.
l'b"'11611111c1 I OK if there are no final questions operator hello
OPERATOR: Ye sl(bJ(6Hb117J(CJ
(
15
This document ts 1ubmitkd a~ CO:>ll'IUENT!AL. Exemption from di_1cl()~ull'; to non.gov~mm~nul panies of this document and any copies
Qf it is claimed under the Freedom oflnfomtation A~! (Sect;on 200_83, 17 C_F_R_ § 200.83) and ~II mher applicable ph'lvi.\inn$ of law ~nJ
reg:ulacion. It is n:quested that before any disclosur~ is permitted of this document or any part or~Gpie~ of it. (imely privr nvtice be gi~en to
Thoma I (kilden, Willkie f.1rr & Gallagher, 187 Sevcm.h A1·enue, NY, NY 10019, 212·723-SOOO
·:·1-.:.~t.1~'.:":·F~i~~ C9~1~~.k-:·1...:::.
1
•• .' •• •• :;:· • ' •
• e-;ccauc:us •Trenton•
300 Lighlu1g War, Se<:aucus, NJ 0709'1
PHONE: (201) 902-9000 •FAX. " ' ' \ 00 2 9008
(b)(6J, (bJ(?)(C)
TO:
(b)\6),\b)(• iiCJ
l!!.l:!ll.Q_~
l)L' ,__
FROM·
DATE: Ocll,;ber 19. 1~9
l{bJ(§).(b)!ij
I~]
Herc is the information you will n~ to arrange U1e I rump Cor.ferent::~ C!il for next
2. 01' ,'vi on day the rl)lea'lW Cilr'l co to ever"/one on the fax lj:;t but wr: do riol \Yaf\t tho
3. J-:bi
151 1 7
· bH iici ~I( be the lead 1nod~rl'!tor out of Trurnp'i; Nev~ York Otfice'.i.
4. We would like the callers 10 provtd~ U1eir n:ii.rnes, corr.pany affiliation and a phonl::!
the 1naln nurnt:icr !s 212-891~1 SOO but I may supply you ll'Jilh ditrerent direi:;t dial line.
Trump nt {b)(6J,(bH7Ji J
~sand a copy' Of your list - iorted tiy enal~ts, media and other. to me an~;g;,(~(·lb) I
~t the numbers UstQd aba'JP. so we Cat'I con~rm t11at 11!!! accurate.
................................. _.'
--· ..............
.. S«:1-ncu~ .. Trenton~
300 Lighting W•y, Secau<u.,, NJ 07094
Pl ION&: (201) 90~-9()00 •FAX (7.01) 902-9001
TO: rb)i6),ib)(7){C) l
Total number of pa.gee Including this on&! J,,,,
FROM: f<bl{6),{b)(7)(C)
l(bH6J,(bJ 1
Attached te my ~itab" at the announCP.rnent thetwould be faxed ta the anafy$ts
tomorrow morning. The eti.1)..in tnJmbers are the CQrrl:!l.;l number:; from vonferonce Call
SeNIOOC.
Let me know if thi:i .:inriouncament hi okay anrl I'll M!fld it ovetto Col'Jferunce Call
Serviees today.
f.S.
tO'.i
( NEWS RRLEASB
NE'.W YORI{, NY - Trump Hotels & f'A~ino 1tcso:ts, Inc. (NYS~:DJT) 6!1noUJ)ced toW.~·
that for the thistl lJ,1artcr ended, Septi:mbe;r 30, 19Q9, can3olidnted oet rr:¥eoue~ .,..,;ett!:
S401.7 million compared lu $197.4 million reported for dw. '111!1\C period in 1998.
THCR's EBITDA (ca:=i.log~ before Lnterr:,t, taxes. dcprteilltit)n, amorti:ralil"t• Tn.Lmp
World'3 l'nir cbarse :u:id c1..11porate expenses) for the quar1.;.r was St06.8 million ven;us
S9-0.5 mi!li(111 reported for the i:rrlor )'t!ltt ·-~ third qunrler. Net incolfl.e inr.r~'ed to $14.0
milhoa or S0,63 p~r ~hinc, before n ona time Trump World's Fllir chi;irgc, l.'.orcpa:cd tu
SS3 1!J.i1lio11 or $0.24 per ~Jur<:: i..1 199~. TB'CR's nc~ profit of S0.63 pt:t sh~n:: exceeded
First (.:aU estim:.1es lirs0.54.
Nicholas Ribi:.·, Pr~\idcnt end Chief F.xccu1ive Ofl'ict:r ofTIICH•• :rtutod, ..OUr f0<;w i.u
19~<> was three fcld: Mt, ro lnr:n::t......e Out cpcfllting rn:JJgins 11.t 1:a1.:b 01u::rating entity;
t:econd 1 to dC't;Jf'.a.~t: our mark:ctinx <:oi:ts; aod lhin.J. to inc:rcSjC our c.:i.sh sa:.lc$ fru111 nur
aoa·1;~ino Oper:llioo!i. Wi: h11v<': .~uccccdcd in :i.Chievlo.g po~iti"'~ fct;ulls in oocb of th.C
~ l'.<tlt::£•Hic.!i. 'lhc third quarter lt':.u\1..; for the complnY indicate thlll we h11.ve
:mcC!lltsfully instl.1u1111i tht: prognuns th:J.t \Ve focused Ori 1l1uiug 1999.r:
Trump Plazs MSO~.f~(e.'i u-:ported net n:ivenues of$117.f'i million (Ul.d E13IIDA ofS31.2
milliuu for thv \\.199 third qu.aru:r ...nd.cd September jQ. Net rev"rnn:~ for the IW8 third
quarter wer.: Sl14.R million 11nd EBITDA was. -~24.4 million.
·rrurnp MaritJ.11. n;1r11ied r.ct revenue& of S&3.~ ru.illinn and EBllVA Of S19.6 million for
111~ 1999 third qu.;u1;er ended Sep1en1\1cr JO, Net ta venues fot the 1C}9fl third q,ull(ter '>ltorc
SS t. 7 milliou (jnd f.OITDA w:;iz $15.3 ro.Jllion.
Ttump li1.Ji111111 ttp0rtcd net m•e:i.ue~ of $14.9 1'lllllion o.::id EBttDA of S~.O l.l'l.i.llion tor
the third quart£r i:nJc1l ~eptembt;r 30. !'<el revenues for llu: 1998 third C1Unrter we<e S311i.8
rrUJliun a.lid J:DlTUA w~ S4.S m!Uiuu
Tru111p Adtuitlc City Asoocia~es cr.purtOO combined net rcvc~ues cf Trt1r1ip l'lau and
l"rump Taj Mahal inr l\u.: 1999 tt:ird qu~er ofS2S5.'..\ n1illion .,.crSu~ $275.9 millioo for
tlle 1998 third qunrtll'f. EBITDA WM .~82 ..::: million tompared to F.f\ITDA of $7U.4
million for the- ~ain(l 11~.fi11d of 1998.
TI!CR In thl". thfnl q,u.artc:r also ce:tStd operatiun~ ill the Trurap World's Fair C:U:ln.CI Hole;\
in Atlc.ntJ.e C:i(}' IU1d it hrui \~\:t;n a one-time chaq::t of $80.9 ooilliou ($1;!.7.5 mtllion lc::6s
rninuriiy i11tcrcs:t of$4!).b million or Sl.64 pet ~lw.rc:) \\ith rc:rpect to the cloS"iul!.· iHClt
~ indic:l.ttd it will tlt:1ui:ili.o;;h the cKl~ting !:t:"l,l.Ctures, ai1ll j.ll11J1ning has conwenc&d for
th-: Jo:vd•'rment of this l 0-acre Boa.rUw;.l1c :'lite into !i 4,0UU·room hotel and <1 200,000 sq.
ft. wino lo be coMcct~l hl th;:: newly tonovcned Atlantic C~ly F:ntcrtalnmcn.t Center, and
I\ ltt'llfhJ~t'd 10.000·C11Ipl\Jidn~ SU\l.St'.
'. '·
Jbls: pr~ ,e\c&$C oontll!os forward~looking stitet:w!TIU1 that iuc ~bject w change. Actual
I 1c.~ult.:1 m'1Y differ matcri4ll)' from lho~~ described lo :m_y frvrward·looki.ag stah:u1eat.
Addiri.citutl lnformntion c~~e: potential r11~':t.ors tlui.t collld a!Ja:t '\he Comp.my's
future 1'1:$\Jlts is included in the Com1umy'3 A.MU«! Repurt art J!OIITI 10-K ful" the )'CM
t.'lu.100 Dcecmber 31, 1998. lhis iS"Utem.C".ut i~ provid.ed as pr.rmltti::d by the l'rivd.kt
~ecutitles Lilie;ation 1-Wfonn A1.1I ..,f 1995.
lturo.p 1to1el~ & (.;!).!lino R.t.soru;, Tnc. o~ and [)periltes TAArlP Plna Hutd. & (.;Q~irto,
Trump 1ti:i ?hhaf. C.i~ino llcson. and Ttnlllp Marina Hotel C:i~iuo in Atlantic City, NJ, a:1
well <1'1' Ttuntl' lndian~ 1he .rivcrboo.t casino "-L 'Auftington l:larbor, TndM OL"\ Lake
~iichiR.an.. [t i~ the exclusive vchi1.1J~ thro\l&h which 'fnimp will CORLl&C: In i11:w gaming
fl.(;Uvitic:s in both em~1e; e.nd cst:ablisbed g<1rr1it1g jµri,&.ctioos: in b:.1th the United Sta:\~
o.nd abroad
CONFIOENTJAt. TRFATME'NT
Rf.i:OU'EST BY THCR
00240
Trump Hotels & Cas:lno Rl'tB:orf.s to An11icunce Third Qu».rtar R.oaultw
~.J,.,,..r- "
r ,
An.ai)':'!.Cs: Confcroru;;,e Call sehodulftd for 10 a.m.
Trump Hotels & C11;sino Rc&orts (NYSt: DJl) will relealle its ll1ird q.iartor 19!:!9 rceulta
l{b){6 J,{b){7)(C)
( ),( ) ,(
'•
(
'---(~~ ~) p\a~ ~
I
......
- ·-·-··-·--·\·-·.
TO: TR.UMP
Message:
Good afternoon Gentlemen,
The following are the revised lists and the confirmation for your Monday
Investor Relations conference. Please contact me to confirm that you
have been in receipt of fax trans · · n and an additional
61 71101
modifications you wish to make, '"" ·'"'
~~~~~~~~-'
In addition, please be aware that the confirmation has not been revised
w:th the "Trump" infonnation ie '" 11 '" 1'"' 11 c1 his address. This will be
changed, I wanted you to make your mo 1cations to this as well.
Thank you,
( rb){6)J_b)(7)1C)
__I
Th.e Mucus Gr(lup f.µ. Number: (1bJ\6J.\EiH rJ(i5)
Olmpimy.
l\b)(6),(b)(i)(C) /(bH6J,ibJ(iHC)
From: __,,~
'f'b!J.ll(;
StttJicrr hq11.t:.r'lt.d:
tJ ?oiling 1'l Q&A 0 £vents Manager a Comrnu.nlcaticm Linc
0 Script for lntn:.iduction 0 Pres!J Media Allowed 0 Brohrs Allowed ~ MuJic on Hold.
Rccard Confcre11~: Cl 1''o [!!Yes, Nwnbi::r of Copies: Mail Type: l1l 2 D,y UPS 0 Dvemight
{b)(6l,(bl(1')1C)
DNa Ill Ye<, Caa!u•nce Mlil!lmnbor: t'1 OSA:!:-7'...,,,,,·;;m=,!,,...~
ril IntV Canada: (b)i l,ibl(7) CJ
Stur l'Jate; l om/99 (Avai11ble 4 hours after c:all.) Voice Citpture: 0 Name
0 Compa:>y
:End D-.te: 10121199 (End afbusl11ess day) 0 Other
Fu List io: F111;t.:#~
Addltiontl Con::uJ.1t~tnctSau1
( I
Thr. C:U&Clt'I: t.llpc: will be ~eot ttij;~\(G),(b),'7i Plel$¢ provide r..he flU.ilini:; ad<mu.
Trump Hotels & C$sinc Reoorts (NYSE: DJT) will rcleaso 115 third quarter 1$99 results
on Monday, Oc::ri:>ber25, 1999.
ib)(6\,\bH7J(CJ
ill host an Interactive conference call
e><clusivoly or nves o Eastern Standard Ttme.
To partioipate, investors or •nalysts should call 681!-550·5969 (in the U.S.) or 90&-226·
5000 (outside the U.S.). St:ay on hold for tho operator and then ask for the "Trump
C1;1nfarence Call.~
trump analyst
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·:bl(6),(b)-:7l
(C)
8:00
(b)it:>).ib)( ){1~1
9:30 )_-~~~,--JPrudential 'Sll.c:he-Special Situa:tion.t
(b){6J,{bJ(7)(C)
11 :00 l.,..~=~cn.-!"reyfn!4 Corp.
2 Figueroa Street
12:00 LUNCH Four Seasons Hott.I- Losi Angeles u.t Beverly llitls
(b)\6).\b)(7)\C)
SS!
lb 7 I
Canyon Capitalw
1b)(6) (b)(7J(CJ
oheny Asset
!,,.,,-~~_,~First Pacific Advisors
( H .(b I - First Pacific Advisors
\CJ
)_-~~-""''""e Anderson
(bi\ 5 J,\bH7l\C) - Oakmont
~---~
oothills Capital
lrcw
3:30
~rrJ>vm'1mrarwr------ji;tro,me & Suskind
6 7
(bli ).ibl( ){CJ Paradigm Capital
1- Rice Hall James
~--~
'· !o:j!b)(G),(bJ:7\(C) I Felt!: F17i'02SS Tue Oct 16 1999 10dl IDT Pitqt 1 :;I 4
r
(
Message IO 827016622 submitted 26 Oct 1999 10:08am
TO; (b)(E·).~b){7HC)
vo:i.ce: ' · - - - - -
Fixed Income
• -
· ··. · · ·
Research
Corporate
. - Bonds '
· · · ·.
Trump's Third Quaner EBITDA Above • Trump'~ Mari:ia generatt:d EBITDA of $19.6
Expectations uUUk1n, versus $15.3 milliori in the prior year
and our estimate of S16 million. Revenues were
Tromp Hotel'! & Casinos reported 3Q~99 EBJ.1UA slightJy higher, 'out CA~h expenses. were $3
of $106.7 million compared with 590.6 miUion in million lower. We look for EBITDA or S52
the prior year. Results were well above 01,1r estimate million in both 1999 and 2000. Further upside is
of $91.0 million, thanks to strong numbers at all possible if promotional and marketing costs
three Atlantic City propertie~. However, the large continue to decline. Debr!EBITDA excluding
variance from oUt estimates cornhined with the lack the PlKs is expec:.ed to be 6.0x: for both years.
of thie usu:i.1 detail that accompanies A Trump
eatnings release mises !-:eveml qul!stions. Highlight~ Trump Indiana posted an iocrease in EBIIDA to
of the earnings release and conference call arc as $5.0 million from $4.8 million in the prior year
follows: (exchtde~ lnd.ia.na. Sr.ate and Municipal
Obligations). Gaming revenues declined by 12%
Tntmp Taj Mahal posted EBITPA of .$51.0
as a resuk of th!)' implementation of dockside
millkin versus $46 million Ln the prior ~·e£lt. Our gaming in !lli:i.ois and a reduction in incentive
cstim;ite was $46.5 miUion. Gaming revenues
tnarkcting programs. Cash opernting expenses
dcclllled 7.4o/o, but nonMgaming revenues
declined by approximately $4 million.
increased 48% 10 $49 million. The company
attri'.:iuted this increase to more cash room $ales " Management expects to use free ca.o;h flow - it
and increased rt:ta\l revenues. Man~sem~nt expects SSO million in 2000 - to pay down
noted that it has moved its focus to slot-driven debc and \vould like to refinn.nce. Tnunp's
business from high~end international play, Marina ~bt eurly ne)i.l year. In addition, the
which has led ta lower promotiooo.J allowances compaoy will spend approximarely $6--9 million
und beaer containment of marketing eXp(l!lSes. to add slots and reconfigure the floor at die Taj
Mahal and the Plaza,
Without the usunl det.:1iled revenue line items,
our analysis of the increase in non-gaming We are retn.ining cur :\1arket Perl"armer rating on tl11!
revenues leads us to exJraordJnsty us;sumptions Trump AC mortgage notes ($84.5 bid; 15.07%
about ADRs and promoitonal allowances. Y1W; 892 STW). Near tenn. the notes upp:ar
Therefore, we will aot make significmi.t changes attractive us EBITDA trends lihould re:rnain positive
in ollr 4Q:99 or 2000 estimat~s until we cno get because of a combination of tower costs and. a
a better handle an these revenLJeS. stabtliz.ed promotional environment in the Atlantic:
City mark<:t. Lor.gee tetru, we:.. remain concerned
• Trump Plaza increased EBITDA to $31.0
about (l) the company's ability to refwaD.ce these
million from $24.4 million in the prior year. Our
notei: in the ft1ce of significant new supply, which
estimat~ was $25.1 million. Caming revenues
we expect to see in 2003i and (2) the 1<1.ck of capital
were Sl05 t11tllio11, up stif;btly from the prior
spending 011 the propenies. We ulsu believe that
year. However, cash operating expenses were
more ca!'h will need to leave Trump AC to fund
do\ll'n by almost $5 million. The coropany
closed ilic World's Fair hotel and casino in operations at the holding company.
October, whicb is believed to have had a $13 We are also maincaining our Marker Underperform
million negative impact on ElJITDA. It will cost ratin;s on the Tromp Marin.a notes (S81 bid;
app~oitimately $5 million to demolish the 18.63% YT\V; 1,256 S1W) and the Trump Hotel
b\lilding. senior notes ($98.5 bid; 15.90 YTW; 977 s·fW).
We have i.ncr~I)..~~ our Trump AC estimates The Marina notes have problems simila.c to those of
slishtly, to $215 million for 1999 and S22:2 the AC notes, but the m.atr;in for error is: even
smaller. The holding company will continue to need
million for 2000. Interest coverage should
re.main at l.5x in boih ye:tts, and debt/EBITDA a cash infu$ion or at IW( $5 million for the
would improve front 6.lx U-1 1999 to 5.9x in
rem'1inder of lhe year, which we believe will come
ou1 of Trump AC. We continue to question how
2000.
(
October 26. 1999 2
(
much longer the AC enti{y can cC1ntinue to fwtd the expressed concern abaqt the level of IIU1rket share
holding cornp.any, thal Patk Place will control. Indiana. officials have
yet to hold a hearing. Thus, the acquisition may
Park Place Posts Strong Third Quarter close later than the November expected date.
Results \Ve continue to rate the senior s:ubordina1ed notes as
Park. Place reported 3Q:99 EBITDA of $213 Market Outperfonners ($9425 bid; 9.12% YTW;
million, versus proforma E.BITDA of $184 millioo 298 STW).
in the prior year and our es~i1nace of $187 million.
Although vicrually all properties showed strong
increases, the biggest variance from our projeclion
was at Bally's/P.llris in Lru; Vtgas. The combined
property generated EBITDA of $31 million. We
~Lieve Pari& alone generated EilITDA o( $11-13
million for its fir!'t n1onth of operations. ~1orc
important, the other Lis Vegas properties genera.red
positive EBITDA despite the increa~ed supply il'l
that market. The outlook for the ll'.arket and the Park
Plai;:e properties ri::mnins positive for th~ fourth
quattcr.
Bully's Park Place in .~tlaotic City posted a S3
million incroisei in EBITOA to SSS million. Resu)(s
would have beeii better if the property had not had a
one-time gn.in of $3 million in 3Q:98. The AC
Hilton was dow'?- slightly to 518 rrU.llioo.
~FIRST
,,_.;
TQ; l~.ib){6),{l:i)(71<C)
-----...J
1'ortr¢1io: OJI'
00256
OCT-·27··1959 10:29 TRUMP
!B/27/99 !8!10:36 IHDMSU~ t'JnHrtL.tHi..-1 212 688 G397 P,02/0$
,
a..i.a. "'"""' .,_.,. --~.
FIRST CALL RESEARCH NETWOR~
."
OC:23pm EST 26-0ct~99 Deutsche Sane Alex Bro~n (R. Farley/E. Davis) CJT
OJT: Repor1$ 309S Operating EPS of S0.68-Driven by Margin ()(Jins·Mkt. Perform
(
Farley, Robil'I M. 212-471~3015 10/15/1999
Oavis, £li~abeth 0. 212-471-3491
Deu1scha Banc Ale~. Brown
TRUMP HOiELS 'CASINO R£SORTS, INC. (OJTJ "Ml<T. PERFORM"
Re.ports 3099 Oper<iting E.?S of $0. GB-CrJvef'I by Hargin Gains
HIGHL IGHiS:
Trump Hotel and Casino Resorts reported 3099 EBITOA before corporate expense of
$106.7 million vers!Js our expectation of $92.G million. results th.:it rcpr!"sel'\t
ii 17.t':t incrC1'!5e over last y~ar's $90.6 million, Oper;:rting EPS for 30 ... as
SQ.6) versus ,0.24 i.n last year's quarter.
Companyvide net reYenues were up 1.5% for the quarter. More significan~ for
the company's cash f1o~ performance ~as the increase in EBITOA margins across
the company's properties. In the AC marKet, the significant measure of
performance is not revenue increase but rat~er c3sh f1ov increase. The cash
f)ov improvament indicates that the company's facus on cost reduction has been
eff~ctive, reflecting a greater discipline in promotional spending in the AC
market.
Given tho perftirtnance in the quarter calflbined w~th the revised outlook for the
Plaza after the c1ose of tha World's Fair and future 9ro1Jth prospects. our
revised 1999 and 2000 EBlTOA estimates before corporate expense are $290
million and S306 million, respectively. Our nev EPS estimqtcs are a loss of
Sl.~7 in 1999 al'\d a loss of SO.SB in 2000. The stock's current price imp1ies a
multiple of over 6.6 times our 2000 estimated cash flo~. which is at the top of
the range ror r:omparab~a sma11 caps. Given the debt 'everage, we continue to
rate the stock MARKET PERF'ORH given that other small•cap gaming stoc!($ are
trading in the range of 5·6 times cash flow.
DETAILS:
'' 1Bf'27/99 }~:l'.J;lj-, lRU 11"""" • • .,,..... ~.- 212 688 0397
$0.63 versus S0.24 in last year's q1Ja?ter. As a rei>ult of tti1s qua1·tiei ·;,.
fi performance as well as future growth prospects discussed below, we are raising
our 1999 and 2000 EB!TOA and estimates to $290 million nnd S306 ~il1ion,
rcsp1u::1ively. Our new EPS estimates are a loss of $1.17 in 1999 and a loss of
( $0.GB in 2000. Given the company's current debt level, at roughly se~ debt to
total cap, 1i1e c:ontifHJe to rate the stock a Kf\Rl<ET PERFORM giV'cn thilt it is
trading vel1 above the range of 5-6 ti~es cash flo111 vhere other smai l ·cap
gaming stocks are tradi~g.
Grovth in 4099 and 2000, wa believe, llo'ill he driven by core grow'th in Atlantic
City, cutbacks in fl\atketing and pr0rtlotiona1 expenditures, and property
enhancements. Pit the Hariria property, the c01't9any plans to sp@nd $3-4 million
to e~pand the casino space, adding 250~300 ~lots and new restaurants, opening
by s1.11r1n·11ar 2000. The compal'IY is redoing the casino floor at the Plaza for an
est:imated $5 million, adding nev slots to the main area and e><?<inding: the Asian
games area. At th& Taj Mahal, S2-3 million is targeted to add 400 ne1o1 slots
and to e><pand the table games area. Fina1ly in !ndiana, a parking garage is
expecicd to open in fa 11 2000.
Quarler Driven Sy Margin Gains
Trump Hotel and Casino Resorts has been foc~sed on three driving forces,
including (l) ,i.ncre;;ising operatin9 marg;.ns at each property, (2} reducing
marketing and promotional e)lpcnses, end (J) increasing cash sil1es. The 3Q
resylts shov both the gains and pains of these efforts. Reduced ~arketi~g and
p10111otional costs resulted il'I an improvement in company.iide EBITDA margins:
t:iefore corporate expei\se to 26. 5'4 frorn 22. B'-' in the prior period. The margin
impro11ement also resu\ted from modest reven·Je growth of l.5:4. Also impacting
gaming reve111Jes on the dO\i/nside in tl'le short-term ... as the compal'\y's; focus on a
higher leve' nf cash sale"'l, i.e., a 1o..,er llilvel of com;ied rooms, dinners. etc.
Man~qement believes, and \i/e agree, that the focus on cash sales \i/ill po~itively
effect revenues in the lan~~ter~.
Companywide total net revenues were up 1.5A for the quarter, despite ij l,3i
drop in qaminS revenues at the ~hre~ Atlantic City properties. Ove1·all,
Trump's 1hree At1antic City properties appeared to underperfarm the market for
the quartet and ln the year to date period on a revenue basis, b~t as we
discuss bela~, the propertie~ did ~ell on the more importan1 measure of cash
f1o..,, In ttic quarter, Trump's properties dropped 1.J'-' in gnming revenues '"hilt:
the city 1o1as 1JP 3.4'-'· Ycilt to date through September, Trump's AC gaming
revenues declined O.l~ versus 3.4% grovth ii'\ the market overall. Ho~ever, 1o1e
1o1ould point out that in the AC n'lilrket, thu signific:ant measure of performance
is not revenue increase. but the increase in cash flow and profitability. The
larger lncrease in cash f1Q~ from the revenue improvement indicates that the
company's focus on cost red~ction has been ef factive. Wa view the company's
abi,ity to reiqn in promotional expenses pQSitively. Looking at tlio tletail,
pro~otional costs as a percent of total revenues were smaller in all three
Atl.ar\tic City properties thi>n a year ago, as trum? Plaza's~ dropped 10 bps to
13.3~. Taj Mahal dropped 20 bps to ~.8%, and Trump Marina dropped 110 bps to
11.51'. An iricreese in revenues vtthout a correspond1ng inc:rease in cash flov
~ou\d indicate that a company had overspent in order to gro~ its top line.
Trump's resul1s il'\dic;ate an improvE!ment in the compal'ly's spending &trategies.
( ~galn, more significant .for the company's cash flo~ performance \i/af the
7ncreijse ln E61TOA m~rg~ns across the company's properties. T~e 17,Sl increase
J..fl total cash flo~ on a l.S't increase in revenues indicate., the i;;:ash flo..i
CONFIDENTIAL TREATMENT
REQUEST BY THCR 00:258
•• DCT-27-1999 10:31 TRUMP
" ,, ' 1BIZ7199 18:19;51 !HOttSOH nttHttLlttL-, <~ uuu , . , , - - · • 212 6138 0397 P.041'05
' \. • leverage tha1 results fro~ a reduction in e~pcn~es. The Taj Mahal turned its
3.5% increase in revenues into a 10.8% increase in EBlTOA by improving ca~h
flow margins to 3n.4% from 23.4~. Trumt) Plaza leveraged a 2.0% increase in
(
reveo~es into a Z7.DX increase in cash flow by'improving margins to 26.5% from
21.3%. Similar1y, the Marina property parlayed a 2.3~ increase in revenues
into a Z7. 7'J. increase in cash flo1M on ao EBiiOA margin improvement to 23.5X
from 1S.8:,:. Tr.e Indiana riverboat property, -.ihose 10.0% decrease in revenues
still res1Jlted in a 3.6~ increase at the cash flow line, <as margins there
improved ~o 14.3',\ from 12. s•i.
REVENUE
ES!TDA
E6ITOA l'IP.RGINS
Total 20.2% U. 8%
Source: Cmnpany data
(
Note ID: 14465
•-••-••----------------·-•--••-••••••--•------~·-•••••••w•••••--•••-•-·•-••••
CONFIDENTIAL TREATMENT
REQUEST BY THCR 00259
• OCT-27-1'399 J8:31 TRUMP
10/27/99 19 :21:1 ! lb 1nur1.1uu 1· ,,.,,.,., ..... •
TOTAL P.05
CONFIDENTIAL TREATMENT
REQUEST BY THCR
00260
.. NOtJ-01-199'3 10:34 TRUMP 212 688 0397 P.01
11/81199 18:22:34 !HotiSOH FinAMC!AL-> 212 cBB 8397 corp P•se 001
(
~FIRST
CORPORATE SERVICES FAX
To: l(b)<'6)Jb)(7){CJ
09::36am EST Ol·Nov·CJS Deutsche Dane Ale>t 6ro1.1n (R. farley/E. Davis) AZR BYD HEJ
( Weekly Gaming Ordv-Part 1/2
Farley, Robin M. 212-471-301$ !l/01/1999
Qi'l\liS, Elizabeth Q. 212-471-3491
Oeut$che Banc AleM. Brown
--------------------·-------------··---·--·
AZTAR CORPORATlON (AZR) "HKY. PERFORM·•
MIR 12
PPE 12 ll. !l 14-6 0.49A 0.61 0. 66P 15• N
STN 12 24.19 27-5 0. 2SA l. 08 l.35 15% N
OJI 12 l. 8 B 7-l (1. 7l)A I:. 64) IO. 801 10'.L N
SLOT 06 61. OD 64-33 5.20 5.2lA 5.30 15> N
!GT 09 18. 63 25-14 l. 27A l. 33 l. 63 15' N
CCL 11 44. 50 54-30 l.40A 1.65 l. 95 20'4 N
RCL 12 53.06 53-25 l. 9JA 2.14 2.44 18'.t N
----------------·-----·------------------------ ----~-----------------------·
HIGHLIGHTS:
Tha fol loving is a weekly publication of highlights of the gaMin9 ~nd cruise
line industries. This issue discusses earnings rele~scs from Anchor Gaming,
Fark Place Entertainment and Trump Hot~ls &Casino Resorts, Station Caslnos•
equip~ent lease buyout, Royal CaribbeQn's cash outflovs of 2Q99 charge, and
September ga~ing revenues for Indiana and Missouri.
If you are interested in receiving this ~cekly fax, please call Laurie Clements
at 212-471-3215.
DETAILS'
Earnings Releases
Ar'lchor Gaming
Anchor Gaming reported FlQOO EPS of $1.30 versus $1.48 in the prior year ;nd
our estim~t~ of S1.2B. On a pro-(Qrma basis, revenue5 gre~ 13%, ~ross profit
grew 8%, and net income declined G.2~. The ~V ~ith IGT 9enerated record
( reveriues of S21. 8 mi 11 ion, up 14~. We believe the JV vi\ l be driven by th1:i
video Wheel of Fortune, vi th SOO units irv;;talled and l,70D on order-. Oepeoding
on demand, it has the potential to De signific3ntly additive. The gro...,th story
When the one-time ~~counting gain is backed out, total companyvide net r~vnnues
fc 11 2. I'.' to $3 86 rni 1 lion, cash f 101t1 be fore corporate expense fe J 1 1.1~ to
$B9.fi million, and tS!TOA margins before corporate expense '"ere 22.2'-' do""'n from
22.3%, rather than up to 26.S"J;.
In The Ne.,.s
S1a'tion Casinos announced that it pL•rchased the leased equipment a1 Sunset
Station for $30 million, eliminati.ng roughly $3 millio:-i in ann1.1a1 lease
payments. This move is already incorporated in our estim;ites. A11hough it
does not have an impact on £PS, as higher depreciation and interest expenses
offset 1he siivin::s from the 1cas~ payments, it ill additive to EBITDA. This
strategic move adds roughly $1~$2 to O!Jr current pri.ce 1arget, al 1 else equal.
Cruise Corner· RRoya 1 Caribbean
Last ....eek, it vas reported that a federal jud9e fined Royal Caribbean $3
mi11ioo for ille9al dun',ping in Ne"' York City harbor, And on October 21, ""e sa"'
a S~.5 million fine fer dumping in Alaska. These are part of the $18 million
charge Royal Caribbean booked in 209! and simply represent the cash outflo..,s of
this charge, ~ith no earnings impac1:. The payout schedule also includes Sl
mi 1 i ion to Puerto Rico, Sl. 5 mi 11 ion to the Virgin Isl ands, $3 mill ion to
California, and SJ million to Florida,
51. Louis
1999 1998 Ckg
• 1999 1996 " Ckg
SLOT
Week
2. 3
" YTD
8. 2
52-vee~
21.4
Anchor
Aztar AZR ·l.l 9).4 91.4
Boyd BYD -4. 6 96.2 121. l
Harrah's Entertainment H!T l. 8 84.5 109. 5
Int'l Game Tech
Mandalay Resorts Group
!GT
MBG
-1.'
9. 2
·2l. l
64.6
·14.1
68.4
HGM Grand HGG 6. B 88.0 93.4
Mirage MIR 0.9 -2.5 · 14. 3
Park P1 ace PP( -1.4 105. 9 NA
Station STN ·3.S lSS.4 299.D
Trump OJT -3.l l.3 -23. 5
Carnival CCL 6.l -6.7 45. 0
Royal Caribbean R~l 8.2 44,2 103. 6
Additional Information Avail;ble Upon Requ~st
Withl.1 the past three years, Deutsche !lank Securities Inc. or its -vholly o..,t1ecl
H~H Grand Inc.~ Mirage Resorts lncorporated; lrump Hoteis 'Casino Resorts,
(
Inc.; Anchor Gaming; Roya 1 Caribbean Cr1.1ises Ltd, ,
Corp.: Harrah's Enter+i!linment Inc,; Handalay Aesort Group; HGH Grand Inc.;
An author of this comment has a long position in the common sh9res of Ancnor
Gaming.
09:3Bam EST Ol-Nov-99 Oeutsc~e Sane AleM Bro""' (R. Farley/E, Davis) AZR BYD HET
W~ekly Gaming Ora~·Part 2/2
FarlE!y, Robin M. 212-471-3015 11/01/1999
--------· ·--------------------------------------------------------------------
AZTAR CORPORATION (AZRJ "MKT. PERFORM"
BOYD GAMING CORP. (BYO) "MKT. PERFORM"
HARRAH'S ENTERTAINMENT INC. (HETJ "BUY"
MANOALAY RESORT GROUP (HBG I "HRT. PERFORM"
HGM GRANO INC. (MGC) "BUY"
MIRAGE RESORTS INCORPORATEO (MIR} "MRT. PERFORM"
PARK PLACF:: ~NTERTA!NHE:NT CORPORATION (PPE) "BlJV"
STAT!ON CASINOS INC. (STNJ "BUY"
TRUMP HOTELS & CASINO RESORTS, !NC. (OJTJ "HRT. PERFORH"
ANCHOR GAMING (SLOT) "MRT. PERFORM"
INTERNATIONAL GAME TECJJNOLOGY ( !GTJ "BUY"
CARNIVAL CORPORATION (CCL} "BUY"
ROYAL CARIBBEAN CRUJS<S LTD. (RCL) "BUY"
Weekly Gaming Dra111 -Part 2/2
Source: FactSet
Additional Information Available Upon Request
Within. the past three years, Deutsche Bank Se:cutities In~. or its ..,.holly 01o1ned
subsidiary, BT Ale~. Bto~n Incorporated, has managed or cornanaged a public
offering of Aztar Corporation; Boyd Gaming Corp.; Harrah's Entertainment Inc.;
MGM Grand Inc.; Mirage Resorts Incorporated; Trump Hotels ~Casino Resorts,
Inc.; Anchor Gaming; Royal Caribbean Cruises Ltd.•
The follo1o1ing siock(sl is (are) optionab1e: A~tar Corporation; Soyd Gaming
Corp.; Harrah's Entertainment Inc.; Mandalay Resor~ Group; MGM Grand Inc.;
Mirage Resorts Incorporated; Park Place Entertainment Corporation; Station
Casinos Inc.; Trump Hotels 'Casino Resorts, Inc.; A~chor Gaming; International
Game Technology; Carnival Corporation; Royal Caribbean Cruises Ltd,.
Deutsche Bank Securities Inc. maintains a ne1 primary ~arket in the common
s1ock of Anchor G~min9.
~n author of this comment has a long position in the co1M1on shares of Anchor
Gaming.
TOTAL P, 07
-
TD·
1bJ\6J,\bH7Jr.CJ
FRCM,
(<Jh6).i,b)(1){C)
c··:,, DhTI!;
10 l;iJr,It/ C(
fAX ;".'UMP.~
l(b)'.t1)/.0HiH-1 TOTALNO.O fAGE U-SCLUCING COVl?.R,
/?-.
!'HON'!; NU m :b)(6),(b)17l(C) '~
YO -
"· .
00:2:69
CONFIDENTIAL TREATMENT REOVEST BY THCR
I• N0.080
/
.<\f :
. '
A..
' . .
•
( {b)(6),(bl
{i)(Cl
1) DIP THE TAJ MAHAL ESITDA FIGURE INCLUDE A ONE·TIME GAIN OF $17 MILLION
OR THEREABOUTS FOR THI'! ALL.STAR CAF~ TRANSACTION WE SPOKE ABOUT YESTERDAY?
THANKS
00269
CONFIDENTIAL TREATr.1ENT REQUEST BY THCR
.)
Our fac.si"m1le number is (609)392~7956. To reach our facsirnile altendant, di~I (609) 392
2100, Ext 7502 or 7503.
Message:
AU iafQrma.tioo c(>ll™ned in this facsimili; cni.n:;:missian is privileged and confider.rial inf~~ation inteI:Jded only for the use
of the individual or ~ntity .orunes abovt. 1fthe reader of !his tran:><nis:>ion is not tbt' irittndt<l rccipiettt, employee of rccipic:nt
or agent tep011Sible fat delivering it to the Wtei:ided recipient, you are hereby notified tb<it u.ny di$$eminatiQn., di$tnl>ution or
reproduction of this transmission is strictty probibitei.t If you ha"e received this traooolission in error, pleas:e immediately
ootify us by telephone and r~"Nnl ~ orig.in al lllt:Ss.agc to us at the above addr= via the U.S. Powil Service. Thattk you.
(
STERNS & WEINROTH
A Professional Corporation
MEMORANDUM
(l/.~<:>),(P)( )(<.,;)
VIA F~ c
l(P)(O'),(b){i J(c,,)
TO: I DATE: October29. 1999
FROM: l{b)( 6 ).(b)(7)(C)
FILE NO.: 50538-1
Attached please find a copy of the Joe Weinert story which appeared in
yesterday's Atlantic City Press as tt appears in today's Las Vegas Review Journal and
libJl
'Ati;;chment
(
l
(
It'~ About Fame
~ Trump Hotels
• H~ouNEs results distorted
•
SECTIONS by restaurant sale
NEWS
SPORTS proceeds
MLB
Scpreboard Pv JQ.~..W einert
NFL..Coverage Ihe Press of Atlantic Citv
College
Football
ATLANTIC CITY -- Soon °fter "
Betting Line Trump Hotels & Casino Resorts
BUSINESS reported its rosy third-quarter results on
Las Vegas JY!onday, many analysts were puzzled:
$tocks How could net revenue at Trump Taj
~u~•pcv
C acua.or JY!ahal rise by $5.6 million while casino
d
Stock Portfolio revenue ecrease
dby $11 m1·11·ion.?
LIFESTYLES In a conference call with analysts,
Las Veoas Chief Executive Officer Nicholas Ribis
Ho.lthNet explained that the Taj was generating
NEON more nongaming revenue through cash
Dining sales at its hotel rooms, restaurants and
Showguide h
Nightlife s opThs. al d"dn' b . d
Trarrsoortation e an ysts 1 t uy 1t, an on
Movies Wednesday one of them claimed to
TV Listings produce the smoking gun.
OPINION Tom Shandell ofBear Steams &
Columnists Co. reported to his clients'that Trump
FEEDBACK realized a $17 million, noncash gain
IN-DEPTH that it included as ordinary revenue. He
CLASSIFIEDS said the gain came as a result of Planet
( WEATHER Hollywood International Inc., which
http://www.lvrj.com/lvrj_home/1999/0ct-29-Fri-1999/busincss/122410/29/99tl
(
TRUMP TAJ MAHAL CASINO RESORT
EAX TRANSMITTAi.,!
(b)(O),(b)(7){C) (b)i6J.ibH7l(C)
TO:
FROM:
\b){6) ,{b)i,7\{C)
I
SUBJECT: Trump Atlantic City Associates 10-Q - 09130199 No. Of Pages: _l._
COMMENTS:
AD.y problems with transmittal please call (609) 449-6576. Thank you.
Attached for your review and comment is an cXpanded All Stat Lease Tenni.a.ation Disclosw:c for inclusion
in our lO·Q filings both as a footnote and an M.D.&A. series of paragraphs.
(u1(~•J,l~·J:IJlC)
(bH6J.lbJ:7) ..-~~aham
Curti.n
:b)(CJ,(bJ:7)(C) l,~r;i•
lkie Farr
i'b)(6).(b){7i(C)
IWilllcie Fm
\b)(6),(bH7J.:C) terns &. Vleinmtb
lb)(6) (bJl7J(CJ
Arthur Andersen
Arthur Andersen
00275
CONFIDENTIAL TREATMENT REQUEST BY THCR
.. ·--·- ---
All Star Cllfe, Inc. ("All Sw') had entered into a twenty-year tease with Taj Associates for the lease
of space at the Taj Mahal for an All Star Cafe. The basic rent under the All Star Cafo Lease was $LO
million per year, paid in equal monthly installments. In addition, All Starw"' to pay percentage rent in an
amount equal to the difference, if arty, between (1) 8% of All Star's gross sales made during each calend;u
month during the first lease year, 9% ofAll Star'& gross sale11 made during ea.ch calendar month dwing the
second lease year and 10% of AJJ Star's gross sales made during each calendar month du.ring the third
through the twentieth lease years, and (ii) one-twelfth of the anoual basic rent. The All Star Cafe opened
in March 1997.
On September 15, 1999 ao agreement was reached between Taj Associates, All Star and Pl3llet
Hollywood Int<=>tion.J, lnc. to terminate the lease effective September 24, 1999. Upon tmninntion of the
Jease1 all irnprove.:ments, alterations and All Stnr's personal property with the exception of Specialty Trade
F~tures became the property of Taj Associates, Specialty Trade Fixtures which included signs1 emblems,
logos., memorabilia and other mnterials "With logos of the Official All SW Cafe presently displayed al the
premises couJd be continued to be used by Taj Associates for a period of up to 120 day& without charge.
Taj Associates recordOO the estimated fair market value ofth.e:ie assets in other revenue in the am.ount of
$17,200,000.
Subsequent to the expiration of the 120 day period Taj Associates tntends to continue operating the
facility'-' a theme restaurant tentatively to be named Trump City Cafe.
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1 Bear Stearns
I Park Ave
( New York, New York 10167
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(
The Beaj1Morning Call
High Yield Research-I October 27, 1999
Asarco and Grupo Mexico Sign Definitive Merger Agreement
Columbus rllcKinnon's Second·Ouar::er Re5ults Disappoint on 1Neakness in Autbmotive Solutions
Business I
Elektra Adopts Nc•.v Governance Pofii;;ies
Globa/star Provides Update on System RoJlout
Grey Wolf Reports Sequentially !rnprovect Results
' ;
HS Resources Reports 43% Increase in Third"Ouarter EBITDA
King Phannaceuticals Reports Strong Third·Ouarter Results
Louis Dreyfus Reports 22% Increase in Third-Quarter EBITDA
Lyondell Reports ihird·Quartor Results 1n Line \IJ1th Expec::at1ons
MGC Communications Reports Better-than·Expec:.ed ihird·Quartet Results
Norampae Reports Good Third-Quarter ~es.u!t.s i
Buying Opportunity for Packaging Corporatiort Of America·~ Aot1dS From Seti-Off Aner Postponed IPO
I
PSINet Reports Strong fh1rd·Quarter Operatrng Results 1
Trump Atlantic City Reporl.s Th!rd-Ouan:er £BITDA of $65 Million After Deducd,r.g Gain
I; 'I I
C11~mlcal$: 1~~·~ '~u Cbr.rnk:aJ Company hlS reponed 1.hird· levels. (Frtuuillr L. Br1Nio1vit:4 f212J2n~2190,
quarter resuliS\fJ 1e period r.nded Sepcembcr 30 tli;;tl were in
1 fbrodoPl'ic-;.@bear.r;um) ~l
line with cx~t1 . Sale~ were up by72%, 10 5976 :nillion
11 Energy-E..rplDra&n & Product/J:Jn. ll'i Re.~011n::es, tnc..
from S:S615 m\lli ' r.ht: prior·)"till" period, rc:;ulring from the :1111101,1na:d a.--cxptclcrl third--quwerdsulu for tbt: llirec
full coni.nbu~dn'. m the. Arco acq~isi:lon (completed on Jvly monllu end:d S1:pt<!mlx:i- 30. 1999. Tnird·qut.ner EBITDA was
29, 1998)- E~ ' rose bl" J2'i ye.11' over year. to Sil 8 S34.7 million, :i 43% ill<:n:3.11e from S2~.4 million du.ring the
million fro~.~l~ 1 filluon, again reflecll.1g the Arco comJ)J.r~bJe ptior-yeai-pcrlod. Olir EnhnA estimate w:is .li34.0
a..:quis1tion. lfut ij ially affa.er by rlsin.i;; raw mat~nal cost.s.
million. 'CBJTDA il.1$0 rose 19% iiequehti:illy from S29. I
.Interest cov,J~~ L5x, :i.111:! d~bt 11S ::i ruoltiple of_ruinUJ.lized million in 2Ql)9. The year-over-yea.- ~e in EBrrDA is
thinl.-quartcr EE1
I ' ,
,Av.~ 7.2x. SequerH.iJ.ily. sales 1ncte;i.Sed
I prlrnarily :ittributab!c io higher crude dil and naturnl s:is pri'-'.~.
b)' 149'~_ froru~,8 ~Ilion. and aITDA rose by 18% from During the third quart~r. HS reillizcd s2J 4/Mcf, up from
SlS.5 mJllion, ~rl 'ly te/1~i;;ti.· ng improv~ operations 11.1 the SI .69/Mi:fltllt yeM and up from Sl .91/Mcr in 2Q99. The
Equisw(41 .!0 ~hlp)aridLyondtll.QTGORcfining
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!f Jilli wi~1 lD ~ ,; ,
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changOO from both last year :ind in 2Q99 Excluding 2.2 Belt'! of
If" the e-m..11 dl~trlbvi;lcm list, pleo~ ~>'Id ywr "'ltm!, yo~r /,rm·, n~mo; ~m:I ;IQ\lf c·tN<l llldfl!!sS !II vntv1m<l!ltiqr.rom. To /'llCPM! thv 8MC
via ~malt. ycur ~t rt ~U?Port the rorio.wir1q reQUist:mem:s; ,
• You mlJJtiJrJ el, ·I ~t w.iw ldobe.com),
Ara-!lbn l\i:iil!er (ii view POf fllet. (AcloMt tlln te Mt;t.oirtd !
M~ke ~~i:uj I ·.~11 ~m hos not ~E!'lln set "P lll limit lhe ~lze ~d type of file'.\ Y"~ ,_,n r-«eive. O~r fif¢s av~l•gl!' frllm atio1Jt'JC tc 100 KS in ~im.
1
HM )'01.t ~ , '· mioi~~ni!or modlly tour firm"$ l'l•'CWllll ti.! alln.ii me ri:-«Dt1on of ?OF r.lc:i origil\llt1ng from bW.Cl,)'ll.
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for Jts low to~!; ctun:, solid management, the downside Energy- Oil Service: Gny Wol!, J.c..
ha& repuried Uu.rd
prolection p~ .' by its hedging program, Mid irs stu.ble, qu.vter results for the three month~ edded September ~O, 1999,
!ong-hfe (l qi '..y
rccomrnewJ;(tlo': r
n:~erve b;;isi:, and tn.l.lntain our buJ
\hr. compnn.y's 9.250% senior subortlinnted
notas jnd 9 g75 cn:or ~ubotdUlatcd noti:~ Our 1999
that wt:re sUghUy betler th:in expected. Turd.quarter EBITOA
~ S(0.9) million (excluding ii 50.Z~inilllon provision for
doubd'ul ;i.ccounts), down from S7.2 nlillil)n dUring the
~ I 11 ~ •
EBITDA e51!m4 IS $130 mJihon. Md nur2000 EEIIDA tomp:ir:tble prior· }'C!ar period but an i/.riprove:nent from S(2_9)
~tima.te is s sS 'Ilion, yielding C.lih intci~t and debt miUian during 2Q99. OurEOITDA dtima1e was negJ.tive 52,0
lcver:ige rati t:O 1 .7x. ::md J.4x, respeclivc\y. (ii'leo our 2000 million. The better·tb!ln·cxpei:tcd EBrrDA rcsull was
Id ,I L.
EBITDA estµna wi: expect HS to eonrinuP: !O 1vnd tes~rve auribu1:ible 10 utilization and aver:iee tl:venucs per d:iy that
w~ !1igher th1ll1 a.nricipatr.d. lhoonh they were down
from intern
7652, 1tdyb1t .
r
rcplaccmcn ·: ' ' lion growth :md :nor.lelt dcbl rcdlJ(tion
g' a:ed funds:. (Erik Dylnsland (212) 272
bear.cam/ A.ti.am Fliktrrk~ (212) 172·
consider.tbly from l.lSl year_ Grey Wolrs third-quarter
utilizatidn was 40%, down from S8% Or.c year ago but up from
9010, aflike+f ";!, ,: ar.t:om) 29% in 2Q99. Average re~enue per ri:J.y for the qu;i.1er w~
SS.449, do\.lt/Tl from $9.126 Ja:;t ye.arb~t llP from $7,825 ln
Louis DrofJ: u.ml Gas Corp. a.tmulmr.ecl th.ird"1iuaner 2Q99. The year-<:>vi:r-year dei;:lin('. i~ tHe rci;ult of lowet
rt'sulls for thb,' ., 'months ended Septerr1bcr 30. t.la~ were in
dayr.11e:i, though pll.tl.fa.!Jy ofrs~t by :i. rbr-ov.::,-...year I.ncn::a.se in
line with ourlc?:~ l:ition~. 'third·quarter EDITOA w:as S54.4
the prn.'l:'ll~se of runlkcy dayS ta 20%1 from l 6% of total dllys
million {excl~i:).i ~1 S2.5-m.illion non-cash reduction in the worked. The tompany's rig ner.t oper.lted a lot:tl of 4,023 tti.ys
market va!ucl~r ed·price contru:t),_ :i 22% incre:ise from
du..-ffig the third qw.rter. down from 6.139 dayi: durir:g !he ~ilme
544.5 mi!Uort d . 'S the prior-yelll" penod. Our EBITDA p¢tiod l:t.1t yel)f bl.it up from 3,035 day$ in 2Q99.
estim:ite was~.5 illion, EBITDA also rose by !2%
sequentially r~.'' I S.6 million (ll.lling 2Q99. The ycar-o ... tr
The U.s. land drilling: counl, a:; report&i by Buker Hughes. bit a
yenr lncrenscl~ , JTDA w.,,s mainly :itTribut:ible to hith~
11.i.itoric::tl low of JSO for !he week -:ndfug Aptll 2'.I. 1999. but
realized nat:?i1.' lprit.:e~ and a 5% increase in produttion.
has risen 10 ii current 622. Accariing!Y, Grey Wolf has
Louis Dte)';ru't'"1 ed S2.30/Mcf Ju.ring the third quarter, up witnessed :t modest ineres.~e in its d:iyt:tle.s. ranging from
fromS2.2 .. f. ')C:.tr:igo,andupfromS2.20/Mcfin2Q99. $5.500 tu S7,200 per day. For !he fU"Sl,lh.ree weeks of 4Q99, the
The compan '$. J ri.:;e re;i;Jilalion wu.s $19.Stl"Bbl in the thini comp;iny hnd an avr.r•gc of 60 rigs wotk.ing. for tol.lll utiUMtioo
quarter, up£:-~".' I' l.90/llbl one ye::ir :igo, :tnd SI5.53/Bbl in of 55%. We ex peel I.he compruiy ta exit 1999 with u;:jlization of
2Q99. Thirrl· '., : production wns 32,0 Befe (86% n:irurul about 60%. Grey Wolfs decision not tO cut employee wages
g:AS). upfm ~O'I i;fe during~ same period !:lit~· ;uid a Q;i.s proven lo bl:: bcnefid.al, as lhc company has retwned 30 ri,&s
3% sequenli ~ ' fe from 31.2 Befc during 2Q99. Third to llVl)!k over the past siK months_ TIJe company anticipates
g expense was S0.54.'Mcfe. unch;tnged plating another ZO ri~ in ca the muket in the near 1.eon at ii
1
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by 7% flom SO.SIM:!e in 2Q99. Fur the minima.I CDSl Qf S2 milli(ll'I,
f.cptcmbcr 30. EB IIDA covercl inti::re.s.t
The eompMy's liqWdity is solid, with $21 million in cush at
5.4x, while wb~ of toll.ll debt of S604 million to annuali:wd
third--quattcr fill" A was 2.llx.. September 30 and full avci:fabllity ut1det ;i SSO million credit
focility. The company bM IO!al long•tenn debt of $250 million.
LiQlll'dl ty~
IJll,,l'd
. J ,wJ'thSl"'
-...nu·11·1on111.wa.ble1J.1"1dt!ra
·" Given lllcreasi.ng dayr.ites and uli!U:ition. coupled with our
'.
$450-milliOn ~~:ie ,fo:cility. In llll effort to gairt n'tr>re exposure bullish view on 1111tural gns prict.'.1> and drilling (95% of Cirey
to naturu.I ga.1 u' ''flees, Louis Dreyfus h.rt_~ hcrl.aed only ;:iOOut Wolf's drilling 1~ directed towrud~ n:uur.11 gas), we belie~c the
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STFA~1· The sJar Morning Call
( Page 3 JI 1,rr--~~~~~~~~~~~-"-~~.;_;_;_=-.....;.;;;;;;,;:,;:;_:;:.:_;,;;;::::_
! High Yield Research-· October 27, 1999
4\LJ. port po.sitlvc EBITPA ofappro~nntely S2.0
1
company j TAC EBrrnA rorthc latt:$t 12 monlhs st:mds at SJ9S million.
million jd .JQ~ ,fiur new 1999 EBrrDA ~um~lc lS S(l.5) i:overing :!1147 million of ca~h inlt!Cfl by l.3J:r:. Uverngc
1
nullion. up f# :, 1
ur previotJs cslim:ue of ncgatlvt $3 million. swids at 6.ix. We c::ontin.ue lo Oe:lictt: 1h:1C the:: two properties
Ow 200Ct~ A est.imue of $25 million (yielding cash lh:tt make up TAC gen¢rate apµrox.imately 5200 million on a
intereH and! ~r .f~o'lge r.-itios of ! -1 x an~ 1.0.ox. tt$pectiveJy) consistent basis and fr~ cash flow of approximately S3a
cou!d prcvd ~ con:>c:rYative based oil drilling r;Qpex million. afl.l!:t 11.ppt01;inm1ely .!i20 ml!l.ion of rnainlenMce capital
ir.c:re:asl!'.$ l:JJriJ ' ounecd by both =jcr oil cornpruti~ 311d c11pcM!turcs and ~ppro~mate[y $147 mi!!ian of inreresl
ir:dep~nd:n! .,, '1cers. Gn::y Wolfs tapex W<t$ only $3.$ requirements. However. TIICR has ffistorlCll.lly used rhe free
million duriri. 'ltirs1 tUne rr.onlhs of 1999. and we ;mticip.:i.te ci!Sh cf TAC !o -~uppo11 the weaker- Jihks in the Ttti11>p
tor.al J 999 c' ' 1 aboul ;;{million. We main Lain our buy orga.n.iutio:'I. Consequently, we hnv~h.istork:tlly b~ieved I.hat
rccomm:n l n Urey Wotrs S.875% senior notes (90.0 the value oft.he TAC 1l .250% first rkirtsngt:: nores should
bid, 10.821 '/rJ,M ,465-bp sprtad) bil.sed on o.ur favorable eqt.w.J the pre~ent v-.Jue usln;:: a 15% discount f:i.trorof ii ~!scam
outlook. for f~M ga..\ drilling Md th¢ ,.ompany's solid of y<1ymenr~ equ~I to the inu::rest payD,enis t:i.pe~ted Qver the
11
liquidity (we ' 1ill tredit facility ro remain undrawn
life of the lxmd ~nd an e11pected terrclnal v:i.tue a1 maturity of
through 2D00}, '· Dybes!antl (212) 272-7652,
5.0x to 6.0:i; .mnLJal cash flow. This y/t')ds a fair value of
1
edyhesf.a!Jd@~ roml Adam FTIJ.crs.ki, (211) 272-9()/0, appro:i:ima!c!y 75 to il 1 using S200 rtlil!iQl'I of annual c:ish Oow
1
aft1kmld@1t! m) {higher thao Uie tTM EBITDA) i.Uld £30 million of C;\:~es.s
!I : easti. While we mdi:'Jfain a hold recorfuncndation Ol"l the TAC
Gttming: 0 ~1'ibet25, Trump Hotels & Casino R~sorts l l.2.SOS'~ riotc5, we beli~ve they should !Iadi;: 5-10 points lower
(THCJ\) repp~ ~int quarter resul!s includ~S n;su!l,'l for :be lb.an where they are pr~ently ciuokdJ(Tom Shn.mltll, (212)
Trump AU ' • ,ity As~(ldaU'!:l (TAC) sub:>idiary. The
oompony oc~IO'.' in ni~l ~venue~ for the Trump Taj
Mtthal to Sl 1,
..,,1'Jlionincrea.sc
from $162.l ntlllion in priof the
272-5053, bhanriell@bt:rzr.com/ Am' BrowrJ, (:211) J.'JZ.Jl21J,
v.hrown@hffll'.eom) ;
;nuJ ttn EBrrri '
!he prior ytJ:!'
il reasc 10 $51.0 million ftom 546.0 ir.illion in
: EBIIDA was S82.0 million, up from $70.4
)'C'SJ
Hea!Jh SrNir:r:s: On OcLober 25, King Pharniaccuticals, lnc..
t¢poned re$1;lt,1: f<:t the; third q'.1..'1rter. T1;1t.i.1l oe\ ~venue in 3Q99
minion in Uib P,d "yeM u.nd rnutb. greater than riw: fort> CJ.St of was $1(}4.9 million, .:i 38% ~equential ~ricrease from S76_Q
$63.i ntillioJ::7 'e sttong resu!1s pnr.zled us as e:isfno million in 2Q99 ;;i:id a 118% in1:re.asc bm S48.l million for the
1
revi:nta:s, as~ ' d by the New Jersey Clsi.o.o Conuvl ye11r 11go period. EB!TDA for 3Q99 Jn..~ S4S.G million. a 30%
0
1
Commission . ed by $12.1 milhon dtnirig the qumer from sequ~1Jtfo.l i.cicrea.se from 2Q99 EBITr:IA of s:;s.l million, arid 11
;,, decline b ' ~ ' cs volumes and 3 diffieLJ!t hold 154% increaso:<: fromS17.9 million in the year-ago period. Tbe
compa.-isori. ~ f>' offset by a 7% or $6.l million incre;ise in El!ITDA rmrgin came i11 !1143.4%, ddwn 280 bp~ ~equenlia\ly
~lot revenucsl ;r; volume was down 13.B% to S45.5 million from 46.2%, and up 610 bps from 37j% in the y.:at-ilgO period.
:md wa~ exacerp,
I I'~ 'I.,
,t' by 11 14.5% hold, down ,,uom 1$_2% last £arroA 1:overed interest expense 3.J11;, I
!11 the quarter, andLTM
ye<1r, (e~11IUnr,· SlS.8 millio:i or 31.39'~ reduction of table EBITOA coverage was 2.9, ~ c1.1r11pakd to 2.6.t. ;ind 3.0x.
win. ·:! i !·! r~~ti\·ely, in 2Q99. Tota.I debt ;:is of'.,Scptembcr 30 was S606
Whlle ihe 1'a~ ?.'.t ~i has been m:luein" expe~es and tocusiri" million: LQAE.DITDA leverage i!t 3.3::t and LThi EBlTDA
" "' lc11er.:igc fa4.7~ impro.,,r:d from 3.Sx Jid 5.h. respecti.,,cly. in
more On r.nsh '' · gaming re\lr.nue decline of this m<ls;u.itudc . 1
2099
is vr:.ry diffic 1i rercome. We tecently learned thQt the
i.ocn.:11.."ie: in ndt' ues and EBITDA ut the Tnj Milhal were the The dl'lUll.atit yeM-OVa·year increltlle in so.Jr:s i$ altributtble to
I •I
result of :i non-r u;!..; • Rooms revenue. fvod and
;'lfr;"Z g!lirt.. $ttl.>ng, Sale,s; from theauivired Alt.le"' omId'Lorabid branrjs. as
bcver.ige rcv~rui tl ' ' d promotional allowances were reMonably well a1 a p:atticull!.11)' $lmrtg ~s.sonal rcbou.nd in sales of
ii\ line with laS~ Fluogen. Net ~es of AlUtce, whidi Wils e.cquim:l in Dec:embo:r
1
's figurc:s. Ho'NCver, other revenue !his year
incrl!.ttlied to ' · 'Gn from SS.7 mJUlon )>i$t year, The 1998, grew 62% to S37 million, or lS.5% oftot<tl sale:s. from
im::rell.sc rell ~ 17 million gain tbal ~ulted from the .S23 million, ot 30% of tcr.tl sale.,. in 2Q99- Lorabid contribut::d
ab~ndonr:nent )~ '~I StM C.ife: to lhe comp11ny b')' Pl:inet $7.9 ml Ilion in 42 days of sa.k:s. to 3Q99 l'll.$ults. tepresc:nting a
HQltywood In ~ btia.L lhe ~taura.nt was appmi$ed a~ Sl 7 modal decline in 5;i.ics from !.he $74-miilion LTM sales
ml illon and ·~
1
ption of the uscts by the company reported. ill the U.S. as of Ju.'lc J(), lntegnu:ion of these new
resulted in rh i ~jrhe restaurant will now be oper.i1ed by !he: pn;idpct linca, along with r.he r:u:ap·up of recentJy h.lted ~ales
T:ij Mahal, wru.: uaff, offer pcik!nrllll for :iddltiotul ee.ins Jn the top line:. Fluogcn
1
' viously on.ly receh-cd a rent payment frvm
Planc:L Hell : djUStirtf; for this one,time g;ti.n, E.BIIDA sale.s 11rei~ up 79% to $18.3 million in the pt::riod, in line wilh
for Trump Ad b ''third qua..-terv.us S6~tO million. down projections. ~s compared to $18.7 1nil!ion for all of 1998 (tt:'lt
from 570.4 milli '1 the pnor yc~r and o-n.ly ~lil,;hlly a.b~ad. of Bear Mvmirig Call, l'Jly 28, 1999). The influenza vao::ine
our S6~l l m.iJtld st. bwine.u is hi"h•y sc~~ootil. 11.rtd F1uogen Sal1!'5 occur en1irely in
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All-Star Cafe
PREPARED FOR
.
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APPRAISAL GROUP
International
NJ Office
Pursuant to your authorization. an inspection and a Restricted Appraisal Report of rhe above·
captioned premises has been mOLie. in order to estimate the tv{arker Value. as of Sepcember 15,
1999. t'vfarker Value is defined withtn the report, which 1.-ontains the collective dara and analyses
The attached report is a limited Appraisal in a RestrU::ted Report Format which is intended ro
comply wuh rhe repom·ng requirement! :;et forrh under Standards Rule 2·2(c) of the Unifonn
Srandards of Professional Appraisal Practice /Or a Restricred Appraisal Repon. As such, it
presents only summary discussions of rhe dara. reasoning, wui analyses rhar were used in rhe
appraisal process to develop rhe appraiser's opinion of value. Supporting documentarion
concerning rhe data, reasoning, and analyses is retained in rhe appraiser's file. The depth of
discussion conrained in this reporr is specific to the needs of the client and for the inrended use
stated within rhe reporr. The appraiser is nor responsible for unau.thonzed use of tllis report.
Furrhe11n.Ore, in accordance with pn·or agreemenc between the client and the appraiser, this
report is th.e result of a limited appraisal process ilt tha.t certain allowable departures from
specific guidelines of the f./nlfOrm Standards of Professional Appraisal Practice were invoked.
The intended user of this report is wamed th.ar the reliability of the value conclusion provided
mey be impacted to rhe de17ee there is deparrure from specific guidelines of USPAi',
Trump Taj Mahal, Casino Resort is located ac Virginia Avenue an.d the Boardwalk in Arla.ntic
Cily, New Jersey, The casino/hotel complex is bounded by the Boardwalk and the Atlantic
Ocean to the sou.th, Pacific Avenue to the north, Pen.nsyl:vania Avenue to the west, and
Maryland Avenue to the easr. The $Ubject of this report consists of a 27.,000± square foot
restauranr, occupied try the Ail-Siar Cafe.
111 Norltlfiekl AYenue. Su;te 306, West Or;i.nge, NJ 07052 • 973.JlS.9100 .. 110 W;ill S1rce1, Suite 1SC, New York. NY 10005 - 21 l.23J,:;;;z:;; l
Visit our web silc at www.apprair.algroup·on!ine.com
IR;WIN J. STEIN8ERG Asso<;1ates. <1564 White C~ar lane, Delr.1y Be;i.ch, Fl 33<145 • 561,49'9.62.10
The purpose of· lhis repon 1~· ro e.s1i1nc1te che m,11/..:er valut: oj' rhe properry, in an "as is" conditi'on,
including all aJ· renantj· personal properry fe:r:cl!pt specialty trade fi:'(rures), fem.lrure and
fun1ishin.gs and all trade fi.r.n.i.res inc/tu.ling all k1rchen equipment a.rsoclated with the subjecr
properry (a.s specified in the fully i:xec,tred 'Tennination of lease Agreement". dated S~prember
15, 1999).
This letrer is not the appraisal. hue merely servtts to transmit rhe arta~hed appraisal reporr and
ro con11ey rhe fin.al conrlu.sion oj· vafutt, Tlze cutached reporr includes Definitions of ;\,fark.tt
Value. and of' the properry righrs appraised ~u if free and clear of mongages. The appraisal is
subject lO rhe a.ssumprions an.d limiting conditions set forth in thi! appraisal reporr. Althot1gh the
property ls encumbered by a !orzg·tf!rm lease ro the "Official All Star Cafe'; this lease has bet:'l.
considered within this reporr, a.:i· 1vell as econornic data.
In January, 1996ALL STAR C.4FE (Tenant) entered into a lease agrcetnenr ~ ...irh TRUi\1P T.4..l
/11/AiVIL ASSOCIATES (Landlord) for a rem1 oJ- n.venty (20) years, comn-ienclng No;·ernber J,
1996, ,,,;,h an aggregate base renr of $20,000,000 (51,000,000 per annum). In a.!diticn,
ownership has reported rhar the renanr hcv invested in e:r:.cess oj· $23,000,000 in inren'or
improvemencs, bt<ild~ours and FF&E. Therefore, che rotal renral cost to the tenant is $2,150,000
per annum (($23,000,000/20) + !51,000,000)), reflecting $79.63 per square foot, which is
somewhar above the rnarke: dara for similar raw resrauranr/rf:tail space. Based on a 12.5% cap
rare, rile in4icated value is ($2,150,000/.125) $17,200,000.
Furthermore, comparable economic dara for similar casino restaztranr/rerail space reflect a
rental of' $65.00: per square foot, whtch rej7ecrs. ra~', unfinished space. Should the subject
property be exposed to the open marker, it would command an economic rental of $65.00 per
square J'oor. Based. on markel renc of' $6$.00 per sqi,i.are foot. the gross poternial income is
estimaied at (565.00 x 27,000 Sf) $1. 755,000. Based on a 12.5% cap rate, the indicated value
is ($1,755,000/.125) $14,040,000~
The abov-: deviation in rental and value are the product of the tenant improvemenrs. The All
Star Caf"e ("a.r is') value includes interior improvements, build-outs and FF&E. The market rent
is for raw space only. The PW (Present Worth) of the interior improvemenu, build·o""' and
FF&E, as well as all trade fo:Jures including all ldtchen "'1."4>merrt associaJed with rJ,,, subject
propeJty is ($17,200,000 • $14,040,000) $3,160,000.
Therefore, the market rent for ra'l'l: space is $65.00 per square foot, as compared to rh.e
conrractu.al rent ofthe All Star Cafe, including the interior improvement.r1 build-ours wrd FF&E;
as well as all rrade fixrures including all kitchen equipment associated with the subject property,
iJ $79. 63 per square foot.
Based upon the findings. it is r)ur opinion that tile i~farker Value, subject to the assumptions and
limiting conditions a.:; j'et ro11/i hr:re111_ as of the value dare, September 15, 1999, is:
( $17,200,000)
... of which. $3,160, 000 is allocated rhe interior improvements, build-outs and FF&E, ar well as
all trod< fixtures including all kitchen equipment ossocia1ed wilh the subject property.
Thi.I ler1er and the supporring dcua 1~·hicl1 are retained in our files are integral parts of our
findings and coriclus1ons.
Respecrful!y submitred,
(b){6),{b)(7){CJ
t.ertt1 ...
NJ ~taze
~-
VT:nera lA .
ppro.zser .u.l\P)(0),(0)(7)
.,,.1iC 1
I
""--~
(b)(6).(bl(7l(C)
ALL·STAR CAFE
@ TRUMP TAJ MAHAL CASINO RESORT
-1•
APPRAISAL GROUP lnternaUonal
CONFIDENTIAL TREATMENT REQUEST BY THCR 00285
%86 6S8£6!'V609
ALL·STAR CAFE
- I
APPRAISAL GROUP tntemallonal
CONFIDENTIAL TREATr.tENT REQUEST BY THOR 00286
Introduction
Certification
CERTIFJCAilON
Th.is is to cerufy that:
(b)(6),(b)(7){C) I
The subjecr property was i.nspected by.
International. ~-------~
l
of APPRAISAL GROUP
To rhe best of our knowledge and belief the statements of fact contained in this report are uue
and correct.
We have no financial or other interest, direct or indirect, presec.t or prospective, in the subject
premises, nor do we have a personal interest or bias with respect to the parties involved.
Our employmeot, and the compensation thereof. is in no way contiogent upon the amount of
the valuation, nor is it contingent on an actioo or event resulting from. the a.oalyses, opinions
or conclusions in, or the use of this report.
TI:Us appraisal assignment \vas not based on a requested minimum va1uario0;. a specific
valuation, or the approval of a loan.
The anal}"•S and couduslons contained within this appraisal report were prepared solely by
us, unless specifically noted in sectioc.s where significant professional assi.sta:ace was rendered.
The reported analyses, opinions and conclusions are litnited only by the reported assumptions
and limiting conditions, and are our personal, unbiased professional analyses, opinions and
conclusions.
Our analyses, opinions, and conclusiocs were developed, and this report was prepared, in
conformity with the requirements of the Code of Professional Ethics and the Standards of
Professional Practice of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice of The Appraisal Foundation.
NJ State Certifu:.d Ge
Real &tacc Appraiser .,;i1(b){C).\b)(?) I
l l1bJ·: 6l•:bH?HG) las of the date of thia :repo.rt has completed the rcqu.ixements
of the cont:in.ulns cdudtion. ptogtam of the Appraisal UutinttcJ(ti)(6!.(b!\7liCl ~not inspect the proplA"cy.
t
. z.
APPRAISAL GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THCR 002$7
Introduction Related Information
PUI\POSE OF Af'PRAISAL
The purpose of this appraisal is ro estimate the Market Value as defined by the Office of
the Controller of the Currency under 12 CFR, Part 34, subpart C.
YALUATI0:-1 PATE
The property rigbr, being appraised con.sist of the Leased Foo Estate, as if free and clear
of all liens and encumbrances, except those that way be stated within this report, but subject
the client, TRUMP TAJ MAHAL ASSOCIATES, in making financial and admiai,trative
decisions. This report has been prepared in compliance w:ith the Office of Thrift
Supervision of the Department of Treasury's Regulations 12 CFR Part 564, the Uniform
Standa:tds of Professional Appraisal Practice aod the Office of the Comptroller of Currency
The subject property is listed under the ownership of Trump Hotels & Casino Resorts
•3•
APPRAISAL GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THCR 00288
Introduction Related Information
In preparing tbis appraisa~ the appraiser inspected tbe subject property. Interior inspection
wa.s performed on September 15, 1999. bformation was gathered from tbe subject's
a:ad offerings, a:ad this information wa.s confinned. This information was applied to the
Per cliect request, tho appraiser performed a Llmited Appraisal (in a Restricted Report
Fomut), utilizing only one approach to value. Although other approaches would generally
be considered meaningful in appraising a propeny of this type, tile appraiser believes the
primary approach to value is tbe Capitalization of Income Approach. The appraisal process
This Restricted Appraisal Report is a brief recapitulation of the appraiser's data, analysis,
·~
t
-4 -
APPRAISAL GROUP lntemallonal
CONFIDENTIAL TREATttlENT REQUEST BY THOR 00289
l 1 'd 6~3S617P609
COMPETENCY COMPLIANCE
.
The principal appraiser,
l{b)(6) (b)\,7)(C)
c .- - - - - - - -
Ihas appraised a number of retail and
co=ercial properties over the la.st decade. Included on the following pages is a list of
qualificatioas for the appraiser. APPRAISAL GROUP International has been in el<istence
for fifty years and includes a staff of four profeosional designated appraisers with a
combined experience of over 100 years. This finn has gained a reputation for doing
competent, thorough appraisals of retail, residential, commercial, industrial, and special use
properties. Each individual in the firm regularly attends courses and seminars to further
Due to prior experience in appraising siw.i.lar properties and other qualificatioilS so noted,
the principal appraiser of th.is report LI deemed to be in compliance with the Competency
CONFI,.!CTiSl OF INTEREST
·:b)(6),(b)o:7)(C) I
l - - - - - - ' h a s no per:lonal, business or other relationships
The principal appraiser,c.-
with the subject property's ownership; therefore, believes that no conflict of interest el<ist.'l.
'',.
-5
APPRAISAL GROUP lntarnaUonal
CONFIDENTIAL TREATMENT REQUEST BY THCR 00290
%86 598S61'P6219
The most probable price wl:Jch a property sbo"1d bring in a competitive and open :narket
under all conditions requisite to a fair sale, the buyer and seller, each acting prudently,
Implicit in this definition is the consummation of a sale as of a specified date and the
the sale.
2 AI. (;.'U'XTently .adopted and :cquired by the Ri::solution l'nut Corporation md agcucie.t aeting under
Title Xl of the Federal Financial tn.stiturioIU Refarm. Recovery, and E.afotcem.eut Act o! 1.989 (Fl.RR.EA),
..d tl1e Oflia: of th• Comptroller of Cun'"cy (OCC). .
•6.
APPRAISAL GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THCR 00291
X86
OTHER DEFWT!ON~
Absolute ownership unencumbered by any other interest or estate, subject only to the
limitations imposed by the governmental powers of taxation,. eminent domain, police power,
a.ad esehcat.
The value created by a proven property operation; considered a separate entity to be valued
An ownership interest, held by a landlord with the rights of use a.ad occupancy conveyed by
lease to others. Tue rights of the lessor (the leased fee owner) and the leased fee are
l&asi;hold Estate
The interest held by the Jessee (the tenant or renter) through a lease conveying the rights
a layout that restricts its ability to the use for which it was built; also called special-design
propeny.
l The Oictio.aary Of Re.al Est.ate Appraise"r:1, Amcric.a.u Wtil.ute of Red E.ttatc Appraisers,
OU<ago, Ill., pp. 14-0, 160, 214, 210, 222 and 383
-7
APPRAISAL GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THCR 00292
%86 658£51"17609
libii6).ib)l7)(C I
Ol:AI TFIC.ATIONS
i
I
I
I
I EXPERIENCE
(b)i,Rl,i,bi(7)( )
I
I
AFFll.lA170NS
(l.JJ(6),(b){7)':C)
-8•
APPRAISAL GROUP International
CONFIOENTIAL TREATMENT REQUEST BY THCR 00293
6'S8S:5\776~9
i 'Jlb)JoH 1){GJ
Introduction Qualifications o)
·:bJ(6),(b)!_7XC)
fe4qal
lrutitutiongl ~
{b\(6),(b)l7HC)
- 9
llDDRl'll~1'1 GROUP lnternatlonal
CONFIDENTIAL TREATMENT REQUEST BY THCR 00294
C98S5VP6Cl9
{b)(6),(blii)(C)
Introducrion Qua/ificarions oj
frr.stitr.J.fiqngl {Contftwrrf) ~
(b)i6),(b)(7)!CJ
- 10 •
APPRAISAL GROUP Jnternatlonal
CONFIDENTIAL TREATMENT AEOUEST BY THCR 00295
l1"d %86 658S6VV50'3
. al
(b)\6).\b)(7;\C)
• 11 •
-. ................ ·--- ..••-- ... •
ibH6.1,{b.1(7){Cl
Inrroduction Qualifications of
{b)(6),(b){7J(C)
EDUCATIQNAL CERT!fICAUON
(bJ\6),\b)(7)(C)
• 12.
9908
APPRAISAL GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THCR 00297
%96 S'.:18S6!?t>589
. .~ ib)i61 ibl(l){C)
Introduction Qual'ft
z canons o1
l(bH6).ib1(7)1¢J
OUAL!FICATIQ.ti:S.
EDUCATION
(t:){61,{C Ii r Jo:<,_;)
['ROfKSSTONAL AFFILIATIONS
(b.1(6) (bH7J(C)
(b)(6),(b)(7J(C)
-13
APPRAISAL GROUP lntamatlonal
CONFIDENTIAL TREATMENT REQUEST SY THOR 00296
>:66
- 14
APPRAISAL GROUP lniematlonal
CONFIDENTIAL TREATMENT REQUEST 6Y THCR 00299
%66 E98SGtt>509
.. (b)(l3).(b)(7)(C)
1T1troducti<Jn Qualifications o
· nal ..
\b){6J.{b)(7).:C)
VARIOUS·
(o)(O).(b)I • J(\..)
COURT EXf'ERTF:NCE •
(b)(6).(b)(7)(C)
FOUCA7701VAL 0:R17flCA170N •
\b)(t5),(b)(l)ICJ
• 15 .
APPRAISAL GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THCR 00300
%66
This appraisal report has been made with the following general assumptions:
1. Unless otherwise stated, the value appearing in tb.i.s appraisal represents our
opinion of maxket value or tbe value defined as of the date specified. Market
value of real estate is affected by national and local economic conditions and
consequently Vlil1 vaxy with future changes in S1.1ch conditions.
3. The property is appraised free and dear of any or all liens or encumbrances
unless otherwise stated.
8. It assumed that there is full compliance with all applicable federal, state, and
local environmental regulations and laws unless 11oncomplianoe is stated,
defined, and considered in the appraisal report.
9. It is assumed that all applicable zoning and use regulation.s and restrictions
have bee11 complied with, unless a nonconformity has been stated, defined,
and considered in the appraisal report.
- 16
APPRAISAL GROUP International
CONFIDENTIAL TREATfflENT REQUEST BY THCR 00301
E:98S6Pl:'61219
11. It is assumed that the utilization of the laJ:J.d and improvements is within the
boundaries or property lines of the property described and that there is no
encroa.cbmeut or ttespass unless noted in the report.
12. The distribution, if any, of the total valuation in this report between land and
improvements applies only under the stated program of utilization. The
separate allocations for land and buildings must not be used in conjunction
with any other appraisal and are illvalid if so used.
13. Possession of this report, or a copy thereof, does not carry with it the right of
publication.
14. The contract for appraisal, consultation, or analytical service is fulfilled and
total fee is payable upon completion of the report. The appraisers will not
be asked or required to give testimony in court or hearing because of having
made the appraisal in full or in part, nor engage in post..appraisal consultation
with the client or third parties1 except under separate and special arra.c.geweo.t
and at additional fee.
16. Neither all nor any part of the contents of this report (especially any
conclusions as to value, the identity of the appraiser, or the firm with which
the appr.User is connected) shall be disseminated to the public through
advertising, public rela.tioos, news, sales, or other media without the prior
wrinen consent and approval of the appraisers.
17. The appraisers may net divulge material contents of the report, analytical
findings or conclusions or give a copy of the report to anyone other than the
client orb.is designee as specified in writing, e.'tcept as may be required by the
Appraisal Institute as it may request in confidence for ethics enforcement or
by a court of Jaw or body with the power of subpoena.
I
I
[ • 17
APPRAISAL GROUP International
CONFIDENTIAL TREATt,1ENT REQUEST BY THCR 00302
%85
18. This appraisal. is to be used only in its entirety a!ld no pa.rt is to be used
~1thout the wnole report. All conclusions and opinions coaccrni.De: the
analyses. wbicb are set forth in the report were prepared by the appr:.'.i.sers
whose s1gnarures appear on the appraisal report, unless indicated as review
appraiser. No change of any items ill tbe report shall be made by anyone
other than the appraisers and the appraisers shall have no responsibility if any
such unauthorized chaDge is made.
19. The signatories of this appraisal report are members (or candidates) of the
Appraisal Institute. The By.Jaws and Regulations of the lnstirute require each
member and candidate to control the use and disuibution of each appraisal
report signed by such member or candidate.
21. Cotnparab!e data relied upon ill this report has been confirmed with one or
more parties familiar with the transaction or from affidavit All are
considered appropriate for inclusion to the best of my factual judgement and
knowledge.
22. The market value estimated and the cost used a.re as of the date of the
estimate of vaJue. All dollar amounts are based on the purchasing power and
23. The identity of the appraisers or firm with which they are connected, or any
reference to the Appraisal Instirute or to the MA1 designation, or to the
American Society of Appraisers or to the A.SA. designation, shall not be
divulged without the written consent and approval of the authors.
24. This appraisal expresses our opinion and employment to make this appraisal
was in no way contingent upon reporting a predeten:nined value or conclusion.
Ibe fee for this appraisal or study is for the service rendered and not for time
spent on the ph)"ical report. ·
25. Tue value esti.mated in this appraisal report is gross without consideration
given 10 any encumbrance, resuiction, or question of title unless specific.Uy
defined. The estimate of value in the appraisal report is· not based in whole
or in part upon race, color or national origin of the present owners or
occupants of properties in the vicinity of rhe property •ppraised.
• 18.
/l.bDSl {\ IC::I\ I f:Anl ID Jr'lfArnatlrtnal
CONFIDENTIAL TREATMENT REQUEST BY THCR 00303
•. £~'d
J •
Introduction A.ssumprion.s & Limiring Conditions
26. \Vbile there is no reason ro believe that this site bas ever been used to
process or srore any hazardous substance or toxic waste, and the ow:iers have
iodicated that there are no hazardous substances or wastes on the site.
Nevenheless, the appraisers are not engineers or environm¢ntal l!Xpens. and
the appraisal assumption that there are no hazardous substances or toxic
wastes on the site should not be construed as an expert conclusion.
27. Unless otherwise stated in this repon, the existence of hazardous substances,
including without limitation asbestos, po!ychlorinated biphenyls, petroleum
leakage, or agricultural cbetnicals, which may or may not be present on tbe
property, or other enviroD.ID.ental conditions, were not calle.d to the attention
of nor did the appraisers become aware of such during c.he appraisers'
inspection. The appraisers have no knowledge of the e..'tistence of such
materials on or in t.b.e property u.nless otherwise star~d. 1'he appraisers 1
however, are uot qualified to test such. substances or cooditioru.
- 19
APPRAISAL G~OUP lntornallonal
00304
CONFIDENTIAL TREATMENT REQUEST BY THCR
December 14, 2001
I would greatly appreciate your understanding with respect to the attached filing.
Over the last year, I have been working very diligently to bring this company back
from a very difficult time, especially since the iragedy of September 11. I believe we
have made very substantial progress toward this end hut a !Ob-5 proceeding will be
a tremendous setback. Additionally, and as you are aware, the person responsible
for this situation is no longer with the company.
Thank you.
incerely,
725 FlF"l'H AVENUE• NEW YORK, N. Y.10022 212 • 832• 2000 FAX 212 • 935 • 0141
.,
The Supreme Court has observed that, while "Section lO(b) is aptly described as
a catchall provision,,, what it catches must be fraud." Central Bank of Denver. N.A. v. First
Interstate Bank of Denver. N.A., 511 U.S. 164 (1994). Consistent with that cautionary note,
the 10b~5 cases that the Commission has pursued in the past generally involved insider trading~
This document is submitted a5 CONFIDENTIAL. EJternption trom disclosure to non-govemw.:ntal parties ofthi~ documtml and any copies of it is
cl.aimed under the Fre:c:dom of Information Act (Se<:tion 200.83, I? C.F.R. § 200.83) and all other applieablc provisions of law and regulation. ii is
requested that bsfi2!£ any disclosure is permiued of this doi.:umi:nt or any part or copies ofit, timely prior notice be given to Thomas Golden, Wi11kie FJirr
&. Galla~, 787 Seventh Avertue, NY, NY 10019, 212·128-flOOO.
"cooked books" and the like. Rule 1Qb.5 violators have quite appropriately garnered public
opprobrium precisely because the public understands the rule to be directed at cases of serious
financial wrongdoing in \Vhich the misbehavior is manifest. THCR's conduct with respect to
the Earnings Release does not even come close to that level of'-'rongdoing.
Viewed from any perspective, the Earnings Release was literally correct. And
while THCR's accounting treatment of the All Star Cafe transaction may seem counter
intuitive, it was fully consistent with the advice ofTHCR's outside auditors at Arthur
Anderson, and js conceded to be correct as an accounting matter. While we accept that the
Staff may consider the Release to have been misleading nonetheless, that does not make it
fraudulent If the Staff is correct that Rule 1Ob-5 is the only enforcement mechanism
theoretically available to it here, then no enforcement action would be more just thari a strained
effort to fit Ruic !Ob·S to these facts. 1
While THCR is confident of its ability to defeat a I Qb.5 claim, ultimate victory could
prove hollow be<;ause the mere commencement of a lOb-5 action could have significant immediate and
irreparable repercussions for THCR and its shareholders. In that regard, Commissioner Pitt recently
expressed his view that the Commission "must al\.vays ask, first, whether a proposed action benefits (or
harms) investors, and then whether it strengthens (or weakens) the ability of U.S. companies and
markets to compete in a new, global, economy." Chairn1an Harvey I,. Pitt, Remarks at the PLI 33n.I
Annual Institute on Securities Regulation. We believe this view should guide the Con1mission's
consideration of this n1atter, and that the Commission should recognize that 1Ob-5 enforcement action
would harm rather than benefit THCR's shareholders.
In the spirit of compromise, ..,.,.e offered a number of proposals to resolve this n1atter short of 10b~5 enforcen1ent
proceedings:, including an offer to consent to an order wider the Books and Record provisions of the 1934 Act,
Sections 13(b)(2XA) and (B). The Staff, however, took the position that the Books and Records requirements do
not apply when an issuer communicates with its shareholders and potential investors by a press release as opposed
to a public tiling, de~pite the Commission's recognition that press releases have largely supplanted periodic filings
as the most meaningful forni of corporate communication with the investing public. Thus, in light of its narrow
reading of the Books and Records provisions, the Staff would abdicate any role in policing materially misleading
earnings releases ,.,.here there is no evidence of an intent to defraud. While we understand that most of the
Commission's Books and Records cases have involved misleading filings or internal accounting irregularities that
prevented effective audits, we firmly believe that the plain statutory language applies here. For example, Section
13(b)(2)(A) directs issuers to "n1ake and keep books, records, and iwcounts, whic.h, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the issuer." The Earnings Release was ltself
clearly a "record" within the rncaning of the Exchange Act. ~Exchange Act Section J(a)(37) ("tbc tcnn
'records' means accounts, correspondence, memorandum, tapes, discs, papers, books, and other documents or
transcribed information of any type, whether expressed in ordinary or machine language"). Surety if the Staff is
correi:;t that earnings releases have become the most significant manner in which issuers communicate their results
to investors, then earnings releases must be "records" with in the meaning of Section 13.
This document is submitted as CONF!DENTlAL Eii.emption fro1n disclosure to non-governmental parties of this document and any copies of it is
claimed under the Freedom of Information Act (Section 200.83, 17 C.F.R. § 2(l0.8:l) Jll'Jd all other applicable provisions of law and re¥1JlatioJJ, II is
requested that~ any disclosure i~ permitted of this document or any part or copies of it, timely prior notice b¢ gh·en to Thomas Gulden, Willkic Fa!T
& Gallagher, 787 Scvenlh Avtmue, NY, NY 100 l9, 212-728-8000.
The Honorable Harvey L. Pitt
The Honorable Isaac C. Hunt, Jr.
The Honorable Laura S. Unger
December 14, 2001
Page 3
THCR faces a number of business challenges which have become even more pressing
by virtue of the impact of September J1 on the hotel industry. A I Ob-5 action against the Company
would be a se\'ere setback to the Company's ongoing efforts to surmount these difficulties, For
instance, THCR operates in the highly regulated gan1ing industry, and the mere conllllencemcnt of a
fraud action by the Commission could present significant regulatory problems for the Company which,
regardless of their outcome, would likely raise investor concern and further depress THCR's value.
On a more specific level, the commencemenl of lOb-5 proceedings would threaten to disrupt 1'HCR's
current efforts to restructure its debt. As the Staff is aware, THCR's substantial public debt is largely
to blan1c for THCR's depressed stock price. Consequently, a successful renegotiation of the tenns of
THCR's debt would likely have significant benefits for TIICR's existing shareholders. But the mere
commencement of 1Ob~5 proceedings could derail these negotiations, causing immediate harm to
THCR and its shareholders that would not be rectified by THCR's ultimate victory in this matter.
As Commissioner Pitt also noted in his recent PLI speech, the Commission seeks to
encourage issuers to "self-correct" problems. Consistent 'With that view, the Commission recently set
forth a number of factors to be considered in detennining whether an issuer's self-corrective measures
militate against enforcement action, including the nature of the misconduct involved (here, entirely
correct accounting treatment and a literally accurate press release); whether the company's auditors
were misled (here, they were not); \vhetlter the misconduct was merely a one-time event (here, it \Vas);
the speed with which the company developed a response after learning of the problem (here, THCR
took corrective steps within hours of the issuance of the Release); the steps the company took after
learning of the problem (here, THCR contacted virtually every analyst who followed it, accelerated the
filing ofits 1OQ, and adopted new policies for the issuance of earnings releases); whether the persons
responsible for the wrongdoing are still with the company (he is not); and the company's cooperation
with its regulators (here, THCR gave the Staff its full cooperation). Report ofInvestigation Pursuant
to Section 2/(a) ofthe Securities Exchange Act of1934 and Commission Statement on the Relationship
ofCooperation to Agency E1iforce11·lent Decisions, Exchange Act Release No. 44969 (October 23,
2001).
These factors all militate against a 10b~5 action against THCR, v.rhich took inunediatc
significant steps to "self-correct" the problems raised by the Earnings Release, including the fact that
the responsible officer is no longer with the Company. 'fhe All-Star Cafe episode was a one~tin1e and
immediately corrected event. The Earning Release was literally correct. Not only did THCR not hide
the All Star issue fron1 its auditors> it sought and followed Arthur Andersen's advice on the correct
accounting treatment for the gain, and it sho\ved Arthur Andersen a draft of the Release before it went
out. Significantly, Arthur Andersen did not instruct that the Release must include a description of the
All Star transaction. As soon as questions were raised about the transaction and its impact on the
Company's quarterly results, the Company took immediate steps to ensure that the market was fully
infonned of the transaction's details. It also accelerated the filing of its Form I OQ in which those
details were once again disclosed. In addition, THCR voluntarily adopted changes to its internal
policies and procedures, so that earnings releases are now reviewed by the Compai1y's Audit
Committee before being issued. It also cooperated fully with the Staff's investigation of the matter,
This document is s1.1brnittcd as CONFIDENTIAL. Exemption from disclosure t() noo-goven1menr:.I parties ofthi~ document and any copies or it is
claimed under the Freedom of Jnforma~ion Act (Section 200 83, 17 C.F,R. § 200.S3) and all other applicable prcvis1Qn& of law and rogulation, It is
r<que$tc<l that before any dis~losure ls permitted of this documwt or any part «copies of it, timely prior notice~ given to Thomas Golden, Willkie Farr
& Gallagher, 78? Scvcoth Avenue, NY, NY 10019, 212-728-8000.
The Honorable Harvey L. Pitt
The Honorable Isaac C. Hunt, Jr.
The Honorable Laura S. Unger
December 14, 2001
Page4
(b)<6).<b)-:7){C)
includin durin the investigation's informal phase. Finally,
regulatory arsenal would in effec1 ignore THCR's self-corrective efforts, would put THCR in the same
position it would have occupied had it made no effort whatsoever to correct the Release's deficiencies,
and would provide no incentives to other companies to take corrective measures when faced with
similar circumstances.
Respectfully submitted,
µ~.v
Michael R. Young
cc:
1
This document is submitted as CONFIDENTIAL. Ex.emption from disclosure to 11011.govemmll'll.tal parties ofthis document and any copies of ii is
claimed under the Freedom oflnformlllion Ac:t (Section 200.83, 17 C.F.R. § 200.83) and all othi:r applicable provisions of law and regu\atioo. It is
requested that before any disclosure Is permitted of this docum1mt ot any part or copies of it, timely prlllr notice be given to Thomas Golden, Wiltkie Fan
& Gallagher, 787 Sc~mirh Avenue, NY, NY 10019, 212·728-BOOO
·"'
'" - ~'
December 7. 2001
BY HAND
rbi16J,16Ji.7HCl
233 Broadway
Re: i Jn the Matter of Trump Hotels & Casino Resorts. lnc. CMNY -6625)
'
ib)(6) (lJ)liJ(CJ
De_L_~__J
==~l\!)IJU"'l\uest, I arn enclosing copies of the Wells and Suppletnental Wells submissiohs
I
of 1b)(6) (b)i_7J(C)
Davi S. o
Enclosures
r
I
UNITED STATES OF AMERICA
Before The
In the Matter of
Before The
lo the f\1atter of
·-------------------------------------------------------------x
I.
INTRODUCTION
In their respective September 2000 Wells suhrnissions, Trun1p I·fotels & Casino
{DHQ).(P)\7)rr::1
l
Resorts, Inc. ("THCR" or the "Co1npany") a n d " - - - - - - - - - - - - - - - - - - '
.:bH6J,(6)17)(C) I
l"·-----~each argued that the investigative record co111piled up to that time showed ihal
I
l
(b)i6).(bH7)~C)
neither 'l'HCR nor any of its officers"-----~acted \Vi th fraudulent intent in omitting a
discussion of the September 1999 All Star Cafe transaction from THCR 's third quarter 1999
Earnings Release, and that therefore this case did not warrant Rttle 10b~5 enforcement action.
(b){6),(b)
As part of ongoing dis,:ussions to resolve the Staff.~ inquiries 'Nith()ut cnforcc111cnt acti011, THCR an \7)/C)
submlt this memorandu1n pur.;uant to Section 202,S(c) of Title 17 of the Code of Federal Regulations. e
existence and contents uf thi~ mcn1orandum are entitled to confidential treatn1ent pursuant to 17 C.F.R.
§203 .5 end arc exernpt fron1 the disclosure iequircrnents of the Frcedo1n of Infonuation Act pur::.uant to 17
CF.R. §200.80(b)(7) '"d 17 C.F.R. ~200.83.
THCR an~ach noted in those previous submissions that, at the time the Earnings Release
\Vas distributed, they intended to disclose the All Star transaction in the <:ompany's upcon1ing
Fonn I OQ, THCR aml~also noted that none of the "badges of fraud" traditionally
associated with Rule lOb-5 enforce111ent actions were in1plicated in this case: there was no
insider trading, nor were the books ''cooked." Ralher, the accounting treatment of the income
itcn1 in issue \Vas entirely correct1 and the Ean1ings Release was literally accurate,
The Stair apparently was unconvinced by TT-TCR 's an~~~:i~\<bJ Priginal Wells
subn1issions, placing great \.\'eig11t on \vhat they saw as contrary evidence from THCR'sF~J(~i.(bj I
l(bH6J.ibJ(7)<CJ lof Arthur Andersen. The Staffreadl{bJ:GJ_<bJ{Tl:CJ ~cstimony to suggest
that he opined to THCR that the Earnings Release n1ust explicilly identify the All Star gain, and
that THCR's failure to adhere to that supposed advice evidenced an intent to defraud.
Following THCR's au~:;;;~ 1; 161 priginal Wells submissions, the Staff took further
~'b_I_,_,b_1_
11c_1_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ andl(b)i6)JbJ·:7JiC)
l{b)(6),(b)\7i(C)
The second round of testimony confirms what TlICR an~<~li~), c have urged all
a!ong: this is 11ot a Rule 1Ob~5 case because no one at THCR acted with ifaudulcnt intent.
Significantly, the second round oftcstin1ony confirrns that Arthur Andersen did not advise
THCR to include a description of the All Star gain in the Earnings Release, Rather, Arthur
Andersen only took a position on the disclosure required in THCR's lOQ. Their advice \vas
.2.
explicit and it was followed: The record confinns that, at the tin1e of the Earnings Release,
THCR officials understood and agreed wit11 the view that Fonn 1OQ disclosure would be
necessary and, at the ti1ne the Earnings Release v.1as issued, fully intended to make the
predating t11e issuance of the Earnings Release reflecting the planned disclosure of the
transaction in TlICR's lOQ. Consequently, there is sirr1ply no basis to suggest that anyone at
·rHCR sought to deceive investors by leaving that infonnation out of the soon to be expanded-
Although THCR an~o not share the Staff's view that the Earnings Release
was flawed, 'fHCR and;~;·;~\;c respectfully submit that~ to the extent the Com1nission concludes
thar those arguable flaws \Varrant enforcement aclion, it should invoke the books and records
provisions of the securities la\vs, and not the draconian and devastating sanctions of Rule 10b~5.
II.
THE RECENT TESTIMONY CONFIRMS
At the time ofTH('R's an~;~: 1 ~\JbJ !original Wells submissions, and prior to the
second round of testimony, the Staff suggested that the key factor supporting their vieVv·ing this
as a Rule 1Ob-5 case V1'aS the testimony ofl(bJ{6 l.{bJ(?){CJ khe Arthur At1dersenl(b!\6J.\t:iJ(7)\Ci
fOr THCR. ·rhc Staff read(~l! 5 .1.\b.1( 7 l !testimony to n1eart that he explicitly opined to THCR
officials that the Earnings Release should include an explanation of the All Star gain, and that
THCR's failure to heed that alleged adviee gives rise to a strong inference of scienter. While
l'.~Jy:>).(bJi 7 l ltestin1ony is an1biguous at best on this point, the recent testimony confinns that no
that TI-ICR include a discussion of the All Star gain in its Earnings Release. Rather,l.
(b){6),(b){7HC) I.
asked, upon being sho\1111 a draft of lhe Earnings Release, "\vhereis the disclosure for the All Star
(b)(6),(b){7)(Cl
transaction?' r. at 86.) Upon being told that the Company had decided not to
\b)(6),{bJ(7)
discuss the transaction in the Earnings Release, c id not protest or eve11 suggest that
THCR reconsider that decision. Rather, he observed (in no unce1tain terms) that disclosure
(b)(6),(b){7)(C)
would be required i.n THCR's upcoming IOQ. r. at 87.) 1
Even apart fro~(b){ JJbJtiHC) !testimony, other evidence in the record confinns that
6
addition, \vhen asked whether he had ever heard that Arthur Andersen thought the Earnings
lb1(6) (b)
Release should break out the All Star gain \7)(c) responded, "The only conversation I recollect
(b)·:6)..:I;>)
at A11hur Andersen 'W·as that with respect to its disclosure in the lOQ.' <7 J(CJ r. at 115.)
All Star transaction \Vould be required in THCR's upcoming IOQ. 1"he second round of
testimony confinns that THCR's senior officers, includin~~~~·~~\,.:b) lrccognizcd, prior to the
-4
issuance of the Earr1ings Release, that such disclosure was necessary and would be made. For
. ' ' • j(b)i6)Jb)(7){C) I
instance., the recent depos1t1ons confirn1 that ne1theri,_ _ _ _ _ _ _ had any doubt, prior to
the Earnings Release, that the All Star transaction \vould be discussed in 'fHCR's third quarter
llb1':6UbH71·:C) ~ j(} ·:~)(6).. (0) • ) Andib)(6)(b\{7)(C)
Fonn IOQ. r. at l .,1HC1 r. at 126 . testified that he
pa1iicipated in a meeting with THCR officials and Arthur Andersen representatives in early
October in which it was discussed that the All Star transaction would be described in that filing.
1bJ(6J,(bH7j(C) lb)(6).
r. at 37.) lb)(7)(CJ \i.1as aware that it had to be disclosed. That \Vas from day one that
(bJ(6).\b){7)1C)
we were discussing this." err. at 38.)
Indeed, even before the Eru11ings Release \Vas 1ssue,a,L_ _ _ _ _ _ _ __
worked on the description of the All Star transaction for THCR' s upcoming Fonn I OQ. (THCR
00204.)' The document reflecting their initial draft bellJ's a fax line of October 22, 1999 -- three
6
days prior to the issuance of the Earnings Release (bJ( ).(b)\?)(C) con finned that this draft was
(0]~6).(b)(l)\CJ
prepared with the Fom1 lOQ, and not the Earnings Release, in n1ind. r. at 96.)
1 1511 1
Indeed, the first draft of the f<orm IOQ contains the exact language.lP_l_·:_· _"_''_Hc__ _ _ __
worked out prior to the i5'uance of the Earnings Release. (THCR 00198.)
(bH6J,
We understand that the Staff suspects that, at the time of the Release, ·:bl_(7J ay
.J\b)(6) (b){7)(C) L
not have share~•.--------~rbsolute certainty that the Alt Star gain \vould be
discussed in the I OQ. We do not believe the record provides any basis for such skepticisn1.
1 11 1
In deed \?HCJI< est1'j"1c d t hat h c h a d a . wit. ·:bH7JiC
conversation ibll I. .n Iate S eptemh er or ear Iy 0. ctob er
in \Vhich he indicated that the transaction would be disclosed in the Con1pany's quarterly filing.
(0){01,(bl \b)(6) (b)
71 ,, Tr. at 103,) (7j(C) response was n1erely that the Company would follow the advice of
Rcfcn:nccs arc to t.hc Bal~~ nurnbers of docuu1e11\s pioduced by the Co111pany to the Staff in CCl1U1ectio11
with the infonnal phase of the Staffs investtgation of this 1natter.
-5
. accountru1ts an d Iawyers in
its ' deterrr11n1ng
' ' th e appropriate
. d.1sc Iosure (b)(6J.(bH'I r. at 105)
1c) .
Son1etimc thcreafter~ske )bl~ 7 :(c 1 \Vhetber it v.'as the case that Fom1 lOQ disclosure was
necessary 7
ibl( 6 ! (b!\ l(CJ Tr. at 88.) \\.'he ~~:i~l/Pl onfinned t i~!(~l.(bl hat Arthur At1dersen advised
bI I
that the transaction would have to be disclosed in the 1OQ ibl(7) did not protest or disagree.
i
Tr. at 106.) Jn,tead :~:::\(c replied "when we do the JOQ we'll handle that." (i<j.) A>
)l ),l )
(7HC)
statement essentially to meai1 that, in light of Arthur Andersen's advice, there \Vas no doubt that
C. ::~11(BJ.\bl\ 7 l ailure to Comprehend the Accounting For The All Star Transaction
Does Not Support a Fraud Claim.
In his depositjon~statcd that he kue\v the appraised value of the All Star
Cafe \Vas $17 n1illion, but that he wa:, under the in1prcssion that the ln1pact in the third quarter
. . (b)(6) (b)
\vould only be $5-7 n111l1on.t7J(CJ r. at 42, 74.) In our recent 1neeting, the Staff emphasized,
alleged kno\vlcdgc of the impact of the All Star transaction provided conclusive support for the
Staffs proposed fraud charge. ~~1ether the Staff is correct or v.. e are on this question, the state
1
nowledge does not determine the fraud issue )7\~~)\ (b) 1d 'fHCR understood that the
(b)(6) (b)
0 17)(C:)
All Star transaction had to be~~ and, in facl was-- broken out in the Forni lOQ to be filed
shortly. No rule or regulation, nor THCR 's accountant's advice, required separate disclosure in
the sho11~fom1 Earnings Release. And in light of the evidence tha i~~i~;(c cw. at the tin1e of the
Earnings Release, that Anhur A11dersen ha<l Jt:n1an<led disclosure of the All Star transaction in
the upcon1ing lOQ, there can be no plausible theory tha i~Jj~:, ril':d to deceive investors tlu·ough
.
accounting 01or t h e All ..Star gatrl
. or its
. impact
. ofTHCR' 1. d quarter rcsu Its. p·1rst, as (7l(CJ
. s t.11r ibl!61.!bi
testified, his main conce111 \Vas to ensure that the restaurant stayed in operation to service
(b)/6).ib)t7)1CJ I
THCR 's customers, and he was not focused on the accounting issues. l~------~who
(b)(6),(bj{7)(C) I.
l fll.11 Star Cafo, supports this:
Q: Did [the Atihur At1dersen J n1en10 change your plans about how to handle ihe
All Star Cafe space?
A: No. V.le had to·· v.·c were going to run the place as a food and beverage
operation ·· \Ve needed extra food rutd beverage operation at lhe Taj.
{b):6).:b)(7)1CJ
r. at 24.)
'-----'
{bH6J,
\b\(7J hether lo rr1ention the All Star gain in the Earnings Release, they said that they did so
because they sa\V it as a positive development to be trumpeted, not because the nun1bers might
(Cl
<bli i.i 11 ·' . t11e con 1·erence ca11 to d'iscuss THCR' stI.
tatements dunng 11rd quarter
results are stro11g evidence of his confusion regarding the All Star transaction's irnpact on
THCR's third quaiter results. Tndeed ~~:i~lici as unable to answer basic questions about those
results. He did not try to obfuscate, but instead admitted his ignorance and invited the
participants to cal~.:bii 6 J.ibH 7 )\C) fw110 was intimately familiar with the details of THCR 's
c
per1om1ancc. . I .d rbi<Bl <bl
Tlus not on y ev1 et)Ce (1 11 c) nfamiliarity '".:ith those details, but also belies
-7
(bj(t3).(b)
" . I. . F. ibi( ).( H l d
Recent testimony explain 1.JJ(c:1 on1us1on on t 11s issue. Jrst !CJ ru1
~---
agreed to -- an increase in THCR's reserve for '"bad debt" to $101nillion (a $4 n1illion increase in
the third quarter and a $4 million increase in the fourth quarter.) This "bad debt" provision \\•as a
fairly dense accounting issue that related to uncollectihle credit issued to gaming patrons.
(b){!;>),{b)(,)
r. at 26 .)c1c:;1_ __, adc clear that, as the third quarter results \Vere being finali7.ed,
the bad debt reserve and the .l\Jl Star gain were seen as going hand-in-hand. "That \Vas part of
the discussion of the whole conversation discussing the All Star transaction and the bad debt
, , (b)(6),(b)(7J(C)
transaction. r. a.t 26.) Thus, if the All Star gain and the increase in bad debt reserve
were presented t~n a n1anner suggesting they were linked together, then '.~\i~~~c easonably
. ( H J,1bh
could have rnrsunderstood -:CJ o be reporting that t11e net effect of the A11 Star transaction
on THCR's third quarter results was closer to S7 rnillion lhan to $17 million.
.
be bas ed on t he testimony of vanous
. .
w1tnesscs who assun1cd t hat, contrary to 171
(b)I I I
c I .
testimony,
he understood that the entirety of the $17 million All Star gain would be recorded in the third
quarter. Y.le do not believe such testimony can provide the basis for Rule l Ob~5 cnforccn1cnt
• . {b)I ). . • • \b)IGJ.lb)(7)(C)
action aga1ns (bJi?)(C r THCR. While people \VJth accounting backgrounds such a.
'----'
!b)(6),(b)C1)(Cl L. {b)\6).
l"·-------~'nay have assun1cd tha lb)(?) hared their understanding of this unusual
. . . . . . 1b~J. . .
accoL1nt1ng issue, and indeed 1nay have tned to explain it to(b)(7)(<.~) there 1s no test1n1ony that
{b{IG)
\bJ(?)(C ver sa1"d or d'd h" b h . .
1 anyt ing to corro orate t cir assun1pt1ons.
-8
D. .A. Rule l0b~5 Action Cannot Proceed Absent An Intent To Defraud.
In light of their understanding -- and .i\rthur Andersen's insistence-- --that the All
Star gain would be disclosed in its Fom1 l OQ filing, there can be no credible suggestion that any
THCR o111ciaI,l1b 1(6 ).(b)i7 l(Cl lintended to defraud investors in connection with the Ean1ings
Release. Thus, a Rule !Ob-5 claim here would have to be premised on the theory that THCR and
(b)(6),
(bJ(7) :vere reckless in issuing the Release. But "it has never been held that recklessness per se is
{CJ
sufficient" to plead a Rule 10b~5 claim: rather, recklessness \Vill :;atisfy Rule 10b-5's scicnter
In re Fischbach Corp. Sec. Litig,, No. 89 Civ. 5826, 1992 WL 8715, at •5 (S.D.N.Y. 1992)
(\Vood, J.). W11at is more, \Vhere "the con1plaint's allegations actually u11der1nine the plausibility
of willful blindness, an allegation of recklessness is insui11cicnt to n1cct the sci enter requirement
of§ !O(b)." Id. at *7. See also Hart v. Internet Wire, No, 00 Civ. 6571 (S.D.XY. June 14,
~ -
2001) (Pollack, J.) ("Rule !Ob-5 scienter means intent to defraud and even when plaintiffo rely
on the recklessness prong of scicntcr, they still must sho\\: that the defendants acted \vith
fraudulent intent.''),
. (b)(6).(b)
Here, as shown above and Jn THCR;s and (7JiCj initial Vlellc;; submissions, the
facts developed in the record arc inconsistent with any intent to defraud. Among other things,
,
l record con fii nns lliat, alt h e time
t1e o r· t h c R cIcase ""
61
. of~11cers
(b!f7)(C n d ·1·HCR' sot her senior
intended to discuss the All Star gain in its upcoming lOQ. ·rHCR officials shov,red the draft
ib)(6) (b)(fj(CJ L
Ean1ings Release to THCR's lc__ _ _ _ _ _ _ _ _ _ __,pf Arthur Andersen, prior to its
release~~ a step 'l'HCR would not have taken if it was about to commit a fraud. During the
bl{ I, ( )( ) (b)(1 )\ )
ensuing conference call to discuss the Earnings Release, {b_li7l invited analysts to call ·
~--~
to obtain additional, 1norc detailed information regarding 'fHCR's quarterly results. After that
-9
(b){6),{b)(• I ) . . . • • .
conference call reely and candidly provided 1nforn1at1on regarding the All Star gain
to analysls \vho called hin1 ·• all before there \Vas any suggestion that the E,an1ings Release may
THCR' s other accounting decisions in the third quarter also belie an intcnl to
deceive investors in connection \vith the All Star gai11. As discussed above, at the same titnc the
Con1pany recorded that gain, it decided to increase its bad debt reserve, thereby negating the
bottom line effect ofmueh of the All Star transaction. Had THCR been looking to deceive
investors, it \Vould not have "given back" a significant portion of the All Star gain.
inconsistent with an intent to defraud. There is no plausible schetne to mis.lead or defraud that
can be gleaned fron1 the r~cord of investigation. Consequently, it \VOuld be inappropriate to seek
confirms that this case does not warrant R\lle 1Ob-5 treatinent. Indeed. we are a\vare of no
instance in which the Commission brought a Rule 1Ob-5 proceeding where, as here:
. JO
took significant steps to provide the missing infonnation to the
marketplac-e; and
connection with its \vork for Waste Management Inc, vividly illustrates the chasm between this
case and the type of conduct that Rule 1Ob-5 was meant to address. Waste Managetncnt) unlike
THCR, "used improper accounting to inflate its operating income." In the Matter of Arthur
Andersen LLP, 2001 SEC LEXIS 1174 at *3 (June 19, 2001). Waste Management's
n1isstate111ents went uncorrected for years; THCR provided full disclosure regarding the All Star
transaction within days. In the Waste Management case~ .<\rthur Andersen knev.· that Waste
Management's statements violated GAAP; in this case, no one at 'THCR suggested that they
thought the Ea111ings Release was 1nisleading without a description of the All Star transaction.
Finally, in the Waste Management case, Arthur Andersen had a 111otive to remain silent in t11e
face of its client's financial improprieties; Arthur Andersen regarded Waste Management as a
"cro\vn je\vel" client \Vhich paid Arthur Andersen millions of dollars during the period in
question. (Id. at *IS.) By contrast, neither TI ICR nor any ofits officers involved with the
Ea111iugs Release stood to gain fron1 any brief n1isin1prcssion in the market regarding its third
quarter results.
Because of the lack of any evidence of sc.ienter -- not to mention any evidcnc;;c of
earnings manipulation. insider trading, or any of the other indicia of financial fraud that the
Con1111ission has identified as Rule IOb-5 enforcement priorities -- a Rule lOb-5 enforce.mcnt
"11"
llL
=~~
ontinue to 1naintain that t11is case \varrants i10 enforccrnent
action \Vhatsoever. Assuming, ho\vever, the validity of the Staff's view that the Ean1ings
Release \Vas deficient in the absence of any detailed discussion of the All Star gain and by virtue
of that shortcorning demands action by the Commission, the "books and records" provisions of
the securities laws applicable to issuers, 15 l'.S.C. §§ 78m(b)(2)(A) and (B), and not the anti
For example, section 13(b)(2)(A) of the Securities Exchange Act of 1934 (15
U.S.C. § 78m(b)(2)(A)) requires issuers "to make and keep books, records, and accounts, which,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the issuer." "fhe :Earnings Release \Vas itself clearly a "record" within the ineanlng of the rule.
See Securities and Exchange Com!J1ission v. World \Vide Coin Invcst1nents, lnc., 567 F. Supp.
724, 749 (N.D. Ga. 1983) ("Congress' use of the tenn 'records' suggests that virtually any
tangible embodiment of information n1ade or kept by an issuer is within the scope of section
13(b)(2)(A) of the FCPA"). lf one were to credit the Staffs view that the Eamings Release
lacked the necessary detail to "fairly reflect" the All Star gain, the case would fit squarely within
the books and records rule . .1\lternatively, the Staff could argue that TtICR's internal books ru1d
records lacked the requisite detail by aggregating the non-recurri11g All Star gain togetltcr with
"devise and maintain a system ofinte111al accounting controls sufficient to provide reasonable
-12·
statt:ntenii> in conforn1ity with generally accepted accounting principles or any other criteria
applicable to such staten1ents.'' Herc, the Staff could n1aintain that the F.arnings Release
incorporated financial state1nents that did not conforn1 with appropriate accounting criteria and
that this tailing \.\'as the result of a lack of any system in place to con1municate the views of
THCR's auditors to those at THCR responsible for drafting and issuing its earnings releases.
Ironically, although in connection with this investigation the Staff has taken the
view that earnings releases typically have a greater impact on the investing public than public
filings such as a company's Fann 1OQ, the Staff has also steadfastly refused to consider any
cnforcen1e11t n1echanis1n short of a Rule 1Ob-5 proceeding to address the perceived fla\l.tS in the
Earnings Release, because the Release 'W'aS not a "publicly filed" document. Thus, the Staff has
taken the incongruous position that its regulatory arsenal is limited to the anti-fraud provisions in
pron1oting full and fair disclosure in press releases that are not also "public filings" -- even
though (i) it believes that press releases have a greater itnpact on the financial markets than
"public filings,·· and (ii) fraud violations are typically h1nited to cases of egregious conduct and,
for lhat r~a~on, we more difficult to prove than "books and records" violations. Indeed, if'l"HCR
had simply attached the Earnings Release to its 1OQ, then even under the Staff's view the books
Precedent exists for applying the books and records provisions to this case, given
the. shilrp dis1inction betvveen the alleged deficiencies here and the intentional wrongdoing
present in the typical Rule 1Ob-5 action. In Matter of Peter Madsen and Mark
Exchange Act Release No. 41935, 1999 SEC Lexis 1987 (Sept. 28, 1999), the Commission
announced a settlement pursuant to sections l3(a), 13(b)(2)(/\), and l3(b)(2)(B) with the CEO
and the CFO, respectively, ofFastcomm for, among other things, recognizing revenue of
.13.
$247,000 on the sale of a product \Vithout timely disclosing in the For1Ti 1OQ that the sale was to
a related party (e:ven though the Form 1OQ was later amended and the appropriate disclosure was
made). ln Matter of Republic Savings Financial Corp and Richard Ilaskins, Exchange Act
Release No. 31497, 1992 SEC Lexis 3106 (Nov. 23, 1992 J, Republic failed to record a loss on a
lease transaction for a yacht. The con1pany's CFO was a\vare of the loss but, contrary to advice
from independent auditors (who were the11 disn1issed by the company) determined not to
disclosure it in the appropriate Form l OQ and instead me11tioned the "possibility" of a loss in a
footnote to the financial statements. The Comtnission brought charges against the cornparty and
the CFO pursuant lo sections 13(b)(2)(A) and ! 3(b)(2)(B). Finally, in Matter of Gibson
(irioe.ti.~gs.,Inc., Ward Cavanaugh, and James Johnsen, Exchange Act Release No. 36357, 1995
SEC Lexis 2667 (Oct. 11, 1995), Gibson engaged in speculative derivatives trading strategies but
did not n1ark its investments to market because it kept restructuring the trading strategics, As a
result, Gibson did not record or reserve against significant losses incurred Jn cormectio11 with its
derivatives trading. Gibson also lacked internal controls for ascerraining whether its derivatives
transactions were consistent with corporate derivatives objectives established by its Board of
J)irectors. The company and its executives agreed to dispositions under sections 13(a),
These cases illustrate the Con1mission's recognition that not all alleged disclosure
violations \varrant Rule l Ob-5 sanctions; indeed_, where the proper 1::vidence of scienter is
lacking, or where the conduct at issue is less egregious, the Commission has not hesitated to use
the books and records provisions to rectify perceived disclosure shortcon1ings. Therefore, if the
Con11nission concludes that the Ean1ings Release in this case requires enforcement action, it
-14
..
8t: d ..11::1101
..
.,.,..., should act consistently with other cases where failures to disclose were not the result of a
palpable scheme to defraud, and should refrain from proceeding under Rule !Ob-5.
CONCLUSION
The recent testimony confirms that this is not a fraud case. for the reasons set
( )( )i,b)
forth in this memorandum, and in THCR's an (7J(CJ rigina.J Wells submissions, THCR and
Respec Uy suomitted,
By:~~~
Andrew Levander (AL-5987)
Of Counsel: The Chrysler Building
David Hoffner 405 Lexington Avenue
New York, NY 10174
(212) 973-0111
(b)\6)_\b){l)·:CJ
Attorneys for
P2$019.02 '------'
·IS·
Before the
•
File No. NY-6625
In the Matter of
\VELLS (ti){6'Jb'(7)1CJ
ON BEHALF OF ' '
•
SWIDLER BERLIN SIIEREFF FRIEDMAN, LLP
Andre\v J. Levander
• David S. Hoffner
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212)973-0111
• JAY GOLDBERG, P.C.
Jay Goldberg
Steven Tsser
250 Park Avenue
• New York, New York 10177
(212) 983-6000
•
PRF,LJMINARY STATEMENT
• (b116).ib)(7){CJ I_
l•.--------------~rrrun1p Hotels and Casino Resorts, Inc. C'THCR" or the
(b)( )
"Company"). The Staff of the Northeast Regional Office (the "Staff') has notifie 1b1111 hat it is
• considering recommending to the Securities and Exchange Commission (the 11 SEC 1' or the
11
Commission 11 ) that the Commission authorize the tiling ofa civil injunctive ac-tio11 against
ib)(6) 1b)r6-l lbH7JrC1
ib)(7)(c the Company an.~------------------------~
• (b\(6),(bj{7l
1c1 barging that each violated Section lO(b) of the Securities Exchange Act ofl934 (the
I )(D),
"Exchange Act") and Rule 1Ob~5 thereunder. Specifically, the Staff contends tha lb)(7) iolated
the securities la\vs by issuing a false and n1isleading press release on October 25, 1999 (the
"Release"), by n1aking false and misleading statements in response to analysts' questions at the
analysts' conference call discussing the Release (the "Cor1fcrcncc Call") and by failing
• adequately to correct the false and misleading staten1ents allegedly made in the Release and
{b)\6),
Conference Call. The Staff apparently contends tha lb){?) ngaged in a scheme to defraud by
• failing to disclose in the Release that the Company's income for the third quarter of 1999
included a non~recurring gain of S17 million arising out of the termination of a lease (the
"Lease") with tl1e All Star Cafe (a division of Planet Hollywood International, Inc.) for a
•
restaurant facility at the Taj Mahal Casino. 1
As demonstrated below; however, the facts of this case belie any intent to defraud on the
• part o ::~;)~\·lbl The Release itself is literally true and the numbers underlying the Release are
V.le hereby request that this submission be accorded "confidential treatment" pursuant to 17
• C.F.R. § 200.83 .
unquestioned by the Staff. .The nonrecuning nature of the gain \Vas immediately understood by
analysts. Moreover, whatever minor tempotat")' confusion regarding the admittedly arcane
• accounting treat1nent for the Lease tennination that was engendered by the Release or the
Conference Call was promptly rectified by the virtually conte.mporaneous analysts' reports, calls
• fron11c1
{bj(6).(b)f7j
o the analysts a
\ 1 ),1 J
·~?HC) direction and the public filing of the infonnation in
question in the Company's 10-Q, which was accelerated at the direction o ~~;~~~(c, In fact, given
the absolute lack of profit t ~~:i7l· and the inevitability of disclosure by the Company -- as
• approved by /7itC)
(b)(6),(b) •
t
. {b)(6)
defies logic to suggest that 1b\(7JI. intentionally sougl1t to mislead anyone.
Indeed, even crediting the evidence most favorable to the Commission, .:~;~~i·c new prior
• to the Release that the disclosure regarding the Lease was going to he included in the Company's
filing on Fonn 10-Q to be issued shortly after the Release. He kne\v that there might be specific
questions posed by analysts directly to the CFO, and undertook no effort whatsoever to conceal
• any infonnation or direct any of his subordinates to conceal any infbrmation. To the contrary,
during the Conference Call, he referred analysts' questions about the specific numbers for the
I
• quarter tq ·
J<b1(6J,(t>ll7JICJ 1,b)(6) (b){7J
p.nd thereafter directed that {CJ
'----'
xplain the details of the Lease
transaction to the nlany analysts on the Conference Call. As a result, v,,1ithin hours of the
issuance of the Release and the tem1ination of the Conference Call, the Company had disclosed
• the existence a:nd irnpact of the non-rect1rring gain at issue to industry analysts, and such
infom1ation \Vas almost immediately conveyed to the n1arketplace in the fonn of analyst and
• press reports. This sequence of events refutes any scienter based claim. See Part I infra.
The alleged failure lo include details of the Lease gain in the Release was also
immaterial. The an1ount of the one~time gain \Vas quantitatively immaterial and its omission
• 280467,J 2
from a release (rather than a financial statement) fails to implicate the Commission's guidance as
misleading statements in the Release and Conference Call by issuing another press release is also
flawed 17){c'J , directed tha \Cl call all the analysts on the Conference Call and, after
. . th e matter w1t1
d1scuss1ng 1 r1rcctcd that t he con1pany acce lerate th e fit•
. d<bl(!).(b)(f)(C(· L l 1ng offull
disclosure in the 10-Q. These actions directly led to numerous analysts1 reports and articles in
• the national and local press and the filing of the 10-Q on the SEC's easily accessible and
searchable EDGAR database. Within hours of the Release at1d Conference Call, the \vord was
·• out, and v.rithin days, the issue highlighted in Barrons, in numerous other newspapers and
magazines (including a large headline in The New York Post) and on CNBC. In light of the
inforination revolution the marketplace has undergone over the past several years and the
• resulting rapid dissemination and availability ofne\VS from a n1ultitude of sources, one would be
hard pressed to conclude that the absence of a revised press release kept any investor in the dark.
Fi11ally; even if one \Vere to accept the Staff's allegations as true, in light of the extremely
short duration of the alleged non-diSclosure, the minimal, if any. hann to investors,2 and the
• negative irnpa6t that these events have already had o
(b){61_{b1
(7){c·1 · the commencement ofa 1Ob-5
(bi(6).(b)(7)(Ci
action in federal court would be an unwarranted and disproportionate result.
(b)(6J,(b)(7)(C)
(b){6J,(bJ(7\(C)
'--~~~~~~~~~~~~~~~--'
As a result, there is no reasonable
likelihood that. a future securities violation \Vill occur. In light of this and other mitigating factors
• ' (b)(f5),(l;l)
-- and the potential draconian collateral consequences t (7J(CJ e respectfully request that the
• Staff exercise its prosecutorial discretion and decline to bring a fraud-based injunctive action
(b){6),{b)
against(7){CJ ee Point IV infta.J
e STATEMENT OF FACTS
A. Background
ltb)16i,1b)t7)1Ci
from
• (b){6).ib)(7)1C)
• Although .:
~-------------------~
the Trump Organization)
• named as a defendant or respondent in any action or proceeding brought by the SEC or any other
federal agency, or any state agency, stock exchange or the NASD. !Te has never been a witness
or a defendant in an arbitration proceeding involving the securities lav11·s and has never been
• ' d o f any crime.
charged wit'h or conv1ctc ' .,. o thc contrary, 1n
' I'1ghto fh'ts spot Icss rccor d, (Ci
ibl(O).(b)(
'------'
I
• We have been provided \'-'ith a copy of the Wells submission submiltcd on behalf of the
Company. In the interest of brevity, ""e hereby incorporate by reference to the extent applicable,
as if fully set forth herein, the arguments made in THCR's \.Vells submission. Although this
submission will address some of the is d by the Company's submission, it will attempt to
• 280467,3
, . . . I ib11is1 lbJ
iocus pr1mar11yon matters pan1cu art 171 (c"
•
(b)(6),(bi(7)(C) I l(bJ(6) (b)(7)(Cl
~n~o~to~n~ly="a=:::;--------'f
l but is also ' ·
(0)i6),ib)(7){CI
• ibH6J,
In or about the sununer of 1998 ;tii,<71 learned for the first time that Planet Hollywood
was requesting modifications to its Lease of the All Star Cafe at the Taj Mahal. Apparently,
• P1anet Hollywood \Vas having financial problems and desired to reduce the rent and make other
ibl(6J,(bH7l
n1odifications. The Company responded that it was not interested in modifying the Lease. 1c1
~--~
Tr. at 24-25 .
• In or about the first half of 1999, Planet Hollywood requested a buy-out of the Lease.
Planet Hollywood was not willing, however, to buy out the Lease at the price offered by the
ibJ: '
-· Company. Id. at 25-26. In or about August 1999 {b):71(Ci earned that Planet Hollywood had
infom1ed the Con1pany that it \vould be filing a bankruptcy petition and that the Lease would be
tem1inated. Id. In or about September 1999, Planet Hollywood filed for bankruptcy. li at 28.
• Ultin1atelyi on or about September 15, 1999, it \Vas agreed that the Lease would be terminated
•
The ter111ination of the Lease was one of many business concerns fo (bJi7i and the
Company. The All Star Cafe occupied a very large space at the Taj Mahal adjaJJent to the hotel's
' lbl(6),
bus lobby and \Vas used to feed n1any customers. Accordingly 1bH_7J ocused on ensuring that
• "
the restaurant was not closed or d1s1nantled
(bJ(6) (b)
\7J(CJ
•
r. at 30. Although not hts pnntary focus,
.
{b)t6)
1bJ(7)\Cl nderstood that the accounting treatment regarding the tem1ination of the Lease was
• complex and would be required to be reflected in the Company's filings \Vith the SEC. Id.
These comp1ex accounting issues \Vere referred to the Company's regular auditors, Arthur
jbi'6) lb)j?i'C1 I_,
l __'_·------~pated May
Anderson. A n1enlorandum from Arthur Aru.lerson'sL_'_"
• 28i.M6i.3 5
•
• 18, 1998, stated that "to the extent that the Taj Mahal \vill continue to operate the space utilized
by the All Star Cafe as a restaurant, then the Taj should recognized [sic] as operating inco1ne the
• fair n1arket value of the leasehold improvements transferred." A
. I l(b){6).{b)(7)(C]
ccord 1ng Y•c..- - - - - - - - '
(b){6\,(b)(7J·:C)
retained
• Appraisal Group International to conduct a fair market appraisal of the Lease tcnnination. Id. at
36-37. The appraised value of the leasehold improven1ents was properly detern1i11ed to be $17
million .
• B. The Release
(b)\6),\b) \b)(6).(b)\7) (b)\61,(bl
Mean\vhilc, on or ahout October 20, 1999, UhCJ ·en \Ci a fax stating tha (7)\Cj
• \Vants to use the Harrah's [Entcrtajruncnt] fonnat as a model for our [the Company's] press
(b)(6),(b) ' (b)(6) (b) {b)(6)
releases. 17 J(CJ r. at 44v45 {7J(C) request was precipitated by the fact tha \b)(7) nderstood
that several companies in the casino industry, including Ha1rah's F;ntertain1nent, Mirage Resorts
• and Park Place, had previously changed the fom1at by \vhich they reported financial infom1ation
regarding casino operations to the public. Specifically, these companies had started to
• consolidate such information rather than break out specific competitive infom1ation such as hotel
rates, the nun1bers of slot rnacl1ines and their win,per,unit rates and the number of table gain es
.,l\b116J.1 bJ\7HC!
and their \Vin-per-unit rates. hl,. at 44-46; see also Transcript of the Deposition 011•-----~
• ·:bHOJ.101
{71iC)
ated Apn'l 6 oooo 1011e1,1b1
• "- 17)1C) r.") at 38 ("The trend in the industry had been to go to more
sutnmary inforn1ation.")4 The change to the "Jlarrah1s format" was unrelated to the increase in
• Harrah's issued a release in streamlined format during the week prior to the issuance of the
Company's Release. Mirage Resorts, Inc. and Park Place Entertainment (;orp. had used a ne\V
format in connection wtth their May 10, 1999 and April 28, 1999 earnings releases, respectively.
()ther publicly~held casino companies, including Mandalay Resorts Group, Harvey's Casino
• 200497.J 6
(continued...)
•
•
1b)I ).
"other revenue" in the third quarter of 1999 attributable to the Lease. (b)(7J(C) Tr. at 46; sec also
6
· · ••,_________,-•..•• Fcbtuary 25, 2oool~)(
. ).(b!\ J(Cl
7
· of th e Depos1t1on
Transcnpt
• " 36 (bl(6),(b)
Tr. ) at ; ·:7HC) r. at 41 ~ 42.
At all relevant times, the Company planned to include a disclosure concerning the Lease
•
gain in its filing for the third quarter on Form 10-Q.
1 11
(b)f6).fb)
that was to be included in the Company's tiling on Form lO·Q for the third quarter of 1999. The
• • lib1(6).(b)i11
draft 10-Q as well as the short form draft Release were reviewed by Arthur Andersoni:ci ·
I
\b)(6),(b)(7J(CJ h-- ( )( ).(bH
~l.----------------~!' r. at 45-46. ~1c_1_ _"nly insisted that the
•
, separate disclosure regarding the Lease transaction appear in the 10-Q; he did 11ot insist that it
On the morning of October 25. 1999, the final Release \Vas disseminated over Business
• Wire. The narrative states that consolidated net revenues were $403.7 million compared to
$397.4 million for the same period in 1998. The Release also included a "quote" attributed to
•
(bMBJ,
;b·1(7J
• •
\Vh1ch stated: "Our locus 1n 1999 \vas
· r
three~1old:
fi · · ·
at each operating entity; second, to decrease our marketing costs; and third, to increase our cash
sales from our non-casino operations. We have succeeded in achieving· positive results in each of
•
(...continued)
Resorts, HollY\VOOd Park, Inc. and The Sands Regent, had issued eamings releases that reported
•
•
I
the three categories, The third quarter and nine month results for the company indicate that we
have successfully instituted the programs that v.,ie focused on during 1999. 1' All of these
• statements were in fact true.
. b ( ).( )
At the tune of the Release 1711 c; elieved that "the amount of impact on the EB!TDA
• [earnings before interest, taxes, depreciation and amortization) was about $5 or $7 million° and
{b)16J,jb)
that 11 it \Vas spread out over a period of time and not attributable all in one quarter ~7.1(C) r. at
41-42. In fact, the impact of the Lease tennination was approximately $17 million and the
• entirety of the one-time gain \Vas attributable to the third quarter of 1999. Bu :~c'j
1 11
· i(il
n1isunderstanding of the magnitude and tin1ing of the accounting in1pact of the Lease tennination
1bJI J,lbJ
was entirely understandabl (7l\CJ as focused on the business aspects of the Lease problem,
He had no accounting expertise and did not focus on the accounting treatment. Id. at 42-43.
1 1
Moreover, as a layman ~~:i~\· b belief that any gain from the ten11ination would be accrued over
• the lifctirnc of the leasehold in1proven1ents seems err1inently reasonable.
1 II ),I)
V./hatcvcr views the Staff may have abou (1i1c1 ack of accounting experience, the fact
• remains that the Release \Vas literally accurate and did not mislead analysts. 1'he Company had
operating n1argins, decreasing marketing costs and increasing cash sales fron1 non~casino
•
operations. 6 And the Staff has no quarrel with the actual numbers in general or the accounting
•
We understand that, in its \V'ells submission, the Company has provided a more extensive
analysis and explanation as to why the Release was literally accurate. Rather than repeat this
• discussion herein, we incorporate it by reference.
8
•
•
The claim of scienter is further undercut by the contemporaneous disclosure regarding the
tb)(6J,(bl(7)(G1 , , , • , , (b)(6) (b)
Release , recalls d1scuss1ng the disclosure of the Lease issue 1n the Release w1th{7J(C1
• an
{b)(6),
·:bH7J responding "we'll let greater minds than ours think it through on what the disclosure is
(b)(6) (bi(7)(C)
needed." Id. at 42. id not, however, recall mentioning the amount of the accounting
•
gain in this conversation and did not indicate t
(b)f6),
. lose
d1sc inthe Release.1ib1:6i.cG1<ii:ci 1~1 r. at 53 ~54. Furt hennore, ''greater mtn
d. . ds. "Arthur
Anderson, ultimately did not insist that the Lease gain be disclosed in the Release so long as that
• disclosure was in the 10-Q, andl~~)J\BJ.\bJdJ ~id not discuss witl (~;~~: he details of his
• . hlfb)(6),(b)(7)\C) h. (b)( ).( )
conversations wit c.---------'I' r. at 48. 171 (cl
eliance on the expertise of the
• Co1npany's accountants regarding this accurate accounting disclosure \Vas plainly reasonable.
Shortly after the dissemination of the Release, the Company held the Conference Call
• . ltb)(6).(b)i7)(C) L. b,(;),(
with analysts1L_ _ _ _ _ _ _ _ _ _rere on the call. During the Conference Call, i7l(C)
!
stated, in1~L.@li.~; that the Company's net incon1e for the qua11er 11 exceeded analysts' cstin1atcs by
• approximately l 0 cents." Again, this was literally true and none of the other professionals on the
lbii6I
te lep hone correcte (bJ(7)\C r 1·eltit· appropnatc 1 y or cIan.fy h.1s statement.
. to a1np 1·f
Throughout the Conference Cal i~::~\·<bJ xhibited a clear lack of understanding of the
• details of the Company's financial results, including the Taj. \Vhen asked to walk the analysts
. (bj(6).(b)
through the expense reductions at the various properties;~;~~; ephed: "I'll be glad to havem1c1
• (bj(6l.(bj(7)
cc 1 o that with you directly." When asked about "the ADR at the Taj and the quarter and
what percentage \Vas cash versus comp," he responded: "I don't have that and I don't know if
(b)1,6j, ( )I ),f H Jt J
(b)\ 7 ,1 as that. I don't think \Ve have that ... but you can call directly but it was our
• 2SQ467,3 9
•
1 I( I,
cash sales [that] increased dramatically and""" as alt that." And notably, when asked to
explain the $5 million increase in the Taj's net revenues in light of an Sl I million decrease in
• • (bJ:6),
gan11ng revenues (bJ{7HC) cspondcd: "I don't know, I worked off the numbers (CJ
\bH6J,(bJ:7)
gave n1c,
but he could rcconci]c [thcmJ; why don't you call him directly?" Likewise, in response to a
:b.1(6),
•
follo\v~up question by an analyst as to the specific numbers for the Taj Mahal ·:bJ(?LCJ oJd hin1 to
{b):6).:b){7){C) (b){6J,
cal "directly and he'll try and help you "''ith the infonnation. u (gH 7J r. al 81;
• answer the analysts' follow-up calls and \Valk them through the details of the Lease transaction,
• Neither the Release nor the Conference Call appear to have had a dran1atic or Jong lasting
in1pact on the marketplace. Jn fact, shares of comrnon stock of1'HCR opened at $4 per share on
October 25, 1999, and closed at $4.31 per share. That same day, a number of publicly traded
• gaming stocks were also up: MGM Mirage stock rose $1.00, Park Place E11tertai111tlent rose
•
l7bii'6'r"'l. - . . . ' (b)(6) (b)
~vas also unable to give any detailed ex.planatlon for the improvement 1n EBITDA (1J(C)
•
28CM67.)
Tr. at 79-81.
JO
(b)(6),(b)(7)(C) , (Gl,(bJ.:7)
The next day, October 26, 1999 eceived a telephone call from \Cl
I I
l
~b)(6),(b){7){C) 1(6)1611b)(7)1C1 {bi(6) (b){i)
L._ _ _ _ _ _ _ _ _ _ _ ___,of Bear Steams ·· ·informed (CJ that the
• Company's revenues included a one~time $17 million gain related to the All Star Cafe Lease.
The following day, October 27, 1999, (bH 6 ).{b)(?J issued a research piece stating that Bear Steams
• \Vas 0puz;t;}ed" by the Company's third quarter results given the decrease in casino revenues
reported to the New Jersey Casino Control Commission and explaining that the discrepancy was
due to a $17 nlillion one~tin1e gain related to the tennination of the Lease,
• Over the next several days, addition.al analysts telephone~(bJ-:BJ . :b){?){cJ fid, in accordance
• accounting treatment for the Lease, During that same tin1e period (7)1CJ
(b)l6),lb)
eceived a telephone
call fron1 a reporter from The Press of Atlantic City. Still genuinely confused about the
(l;l){6),
magnitude of the issue (b){7)(Cl pparently told the reporter that the gain from the Lease transaction
•
{b)(6).(b){7)
{Cl o disseminate the actual results to the financial world, this offhand con1ment to a
• local reporter, ifac.curately quoted, plainly was not intended to misinform the marketpJace but
<bJ(6),(b) . • • d d' 8
rather re fl ects i111ci onhnu1ng mtsun erstan 1ng.
tb){6JJbJ • Hb1161.161(7HCJ l
ubscquently spoke to ettherJ~------~lrlo\vever, and learned that the
• '
(7){CJ
• The article in llle Press of Atlantic City discus ' All Star lease issue was published on
October 29, 1999. The article purports to quot i~\i; 1 ~ shaving stated that the gain from the All
1
Star lease \Vas "not S 17 million. If it's a gain, rve asked the accounting people to give it to me
• and they haven't given 1t to me yet" Joe 'T\'einert, Trump Hotels results distorted bv restaurant
sale proceeds, The Press of Atlantic City, Oct. 29, 1999.
11
Consequently, THCR shares closed at $4.25 per share on October 26, 1999, and, by the
• close of trading on October 27, 2000 1 dropped to $4.0625, a mere six cents above the price at
\vhich it had been trading prior to the Release and Conference Call. And by the close of trading
the next day, October 28, 1999, it had fallen to $3.875 per share, less than the price it had been
• trading prior to the issuance of the Release.
'fhc publication of additional reports in the follo\ving days further dispelled any
• rernaining confusion regarding the accounting issue. For exarnple, on October 28, 1999, First
Call Research Network issued a revised report on the Cotnpany highlighting the fact that
"roughly $0.47 of the $0.63 reported 'W·ere not operating EPS but \Vere actually the result of an
• . . . ' '
accounting gain" related to the tcnn1nat1011 of the A!l Star Cafe Lease.
' .
rhe same day, (b)i6)Jb)(7\
(C)
~--~
:~~::~1)-:bJ f Deutsche Banc issued a research report discussing the All Star transaction and its effect
• on the Company's results. And the very next day, October 29, 1999, an article appeared in The
Las Vegas Revie\v-Joutnal entitled Trun1p Hotels results distorted by restaurant sale proceeds.
•
The details regarding the Lease transaction continued to be explained in depth in a variety
of media tlU'oughout the next week. Thus, on November 1, 1999, a lengthy article entitled Fuzzy
• Numbers From Mr. Trump concerning the All Slar Cafe Lease gain (and the failure of the
Release to explicitly discuss it) appeared in Barron's, the most widely-read weekly market
newspaper. Jacqueline Doherty, Fuzzy Numbers From :t\1r. Trump, Barron's, Nov. l, 1999, at
•
12
•
MW! 6. Subsequently, on November 2, 1999, a report on the Company detailing the Lease
transaction and its effect on the Company's earnings was featured on CNBC. That same day, an
• article appeared in The l\1ew York Post entitled Trun1p Playing With A Stacked Deck? Revenue
'v'alue Is Questioned, The article detailed in full the flap over the failure to break out the impact
• of the accounting gain related to the All Star Cafe I~ease termination in the Release. The Post
7
article included a quote froni\t.>)(el.(bl( J(CJ ~or Southcoast Capital who covered the
. ~lb::,,:::,::.,,::,:;-~::,::,,::,=.:;--__J (b)\ ),\b)
Company and \\'ho \Vas \vit 17l(G) 'he (bJl7H ]earned of the flack over the Release. (7)(CJ vas
• quoted as stating that 11 [t]here \vas nothing disingenuous that occurred. I would characterize it
[the failure to break out the All Star Lease gain] as a mistake and a very honest one," Jesse
• Angelo, Trun1p Playing Vlith A Stacked Deck?, N.Y, Post, Nov. 2, 1999, at 41 .
(b)l6),
A 1b.1(7J 1ad directed, on !'\Tovernber 4, 1999, eleven days before it was required to be
filed, the Company filed with the SEC its Fonn 10-Q for the quarter ending September 30, 1999.
• (The Company had not filed its I0-Q early in any prior quarter.) The 1O·Q included a detailed
J\bHl'lJ,!bJ(7HC) I_
discussion of the Lease transaction -- a51,_____-'flnd the Company had contemplated
• even prior to the Release. This filing, too, attracted further press coverage. See. e.g., Christina
Binkley, Trump l.fotels Failed to Disclose Gain. So Firm Appeared to Beat Estin1ates, Wall St. J.,
• 280467.3 13
•
•
DISCUSSION
• l"1151·"1'711CJ
POINT I
• with clarity tha i~lj~ll,.:bl ntent in opting not to break out tl1e Lease gain in the Release was to
(b){6),
mislead the market It is not enough for the Comn1ission to sho\V that ·:tiJ\7J onsciously made
the decision to omit such information; the nondisclosure must have been part of a scheme to
• defraud. See, e.g., Reiss v. Pan American World Airways. Inc,, 711 F.2d 11 (2d Cir. 1983); see
also Press v. Chemical Inv. Servs. Corp,, 166 F.3d 529, 537-38 (2d Cir. 1999) ("The scienter
• needed in coMection with securities fraud is intent 'to deceive, manipulate, or defraud,' or
knov.ring misconduct."). The requisite "strong inference" of fraud may be estabhshed either (a)
1
(D)05), , ,
by alleging facts to sho\111- tha had both rnotive and opportunity to commit fraud, or (b) by
•
{bH7J
alleging facts that constitute strong circumstantial evidence of intentional misbehavior. Novak v.
Kasaks, 216 F.3d 300 (2d Cir. 2000); ChiI! v. General Elcc. Co., 101 F.3d 263, 267 (2d Cir.
• 1996); Shields v. Citytrust Bancorp, Inc,, 25 F.3d 1124, 1128 (2d Cir. 1994). Neither test is
lbJ·:ISJ,
satisfied here. As detailed below lbJ(7J ad no cognizable n1otive for engaging in a scheme to
defraud under the circumstances. Nor did his conduct during the relevant time exhibit the
• eam1arks of conscious n1isconduct.
(b)l6),lb)(7)1Ci
Indeed, the facts belie scientcr on the part o.L-_ _ _ _,.ad nothing to gain from the
• purported scheme. He did not trade any securities. His compensation was not tied in any way to
the third quarter results. And he knew from the outset that the nonrecurring nature of the
transaction would be thoroughly and publicly disclosed by the Company in the immediate future.
• 280461 3 14
Clearly, the alleged "seheme" made no sense ftom the get-go. According to every
. . Iud"1ng.__
<bli6J_ibH7J(CJ .
tot he ReIease t I1at t he Lease d'1sc Iosure was going
.
• witness, inc
to be included in the
_ _ __,new pnor
lO~Q. As a result, by definition, any "fraud 11 could at most have lasted only
a matter of days, at which time, the stock price would have retreated to a level below where it
• had been. Moreover, THCR was a heavily follo\ved company. Thus, it was extremely likely, if
not inevitable, that the analysts \VOuld have picked op on these issues and made inquiries~~
{b1(6)
which they did. Thus, for a scheme to have had any hope ofsucceeding,!bi(7l ould have had to
• institute a media and analyst blackout. To the contrary, 110\vever, he instructed (Cl
""'"-'m(b"H"'6J"",ib"'H"7,-,
o
ans\ver all questions completely and accurately. Articulating a rational motive to defraud under
• these circun1stances is nearly impossible. As the Second Circuit has stated; "In looking for a
sufficient allegation of n1otive, we assume that the defendant is acting in his or her infom1ed
• economic self-interest. ... It is hard to sec \vhat benefits accrue from a short respite from an
inevitable day of reckoning." See. e.g., Shields, 25 F.3d at 1130 (internal citation omitted). See
also Kasaks, 216 FJd at 308 ("Plaintiffs could not proceed based on motives possessed by
• virtually all corporate insiders, including .. , the desire to maintain a high corporate credit rating .
. . or otherwise sustain 'the appearance ofcorporate profitability ... ! 1) (internal citation omitted).
' ' r. h (bJ·: ),
Sttll other c1rcun1stances con11nn t a (DJ:1) id not act with scienter. As demonstrated by
• his comments during the Conference Call and to reporters thereafter ~b;i1;(cl ntly did not
understand either the timing or the magnitude of impact on earnings from the Lease transaction.
sophistication and the esoteric~~ and, frankly, counterintuitive~- nature of the accounting
. M . (bli6i.
• treatmenl to be accorded to t he L ease transaction. oreover, even 11 (b)(7)
2S046?J 15
·ere an accounting
and securities disclosure expert, which he plainly is not, it is not at all apparent that the Release
would have been modified to reflect the nonrecuning nature of the I.ease gain. Vle are not aware
•• of an established rule or regulation requiring that nonrecurring income be broken out in an
earnings release, and the various accountants who actually kne\v the facts and reviewed this issue
• either approved the Release or at a minimum did not insist on such disclosure so long as the 10
Q contained the necessary information (which it did). 9 i~j::c;,i,bl eliance on these experts further
negates any inference of fraud. See. e.g., Stavroffv. Meyo, 129 F.3d 1265, No. 95-4118, 1997
• WL 720475, at *6 (6th Cir Nov. 12, 1997) ("a company's reliance on the guidance of outside
1notive to 001n1nit the purpo11ed one-day fraud, also made no efforls to hide the details of the
(b){ei),(b)(7){C)
Lease transaction. During the Conference Call, he continually referred analysts to or
• the d eta1'l s, an d after t h e ca11 , explicit
.. ly 1nstructe
. d iC)
\bli<""'\71 o \Va lk• t he re1evant anaIysts t hrougI1
'----'
(bH ,(b
the transaction. ·:?HCl also accelerated the filing of the 1OwQ~ \Vhich fully disclosed lhe details of
would not have taken such steps if he had been engaged i11 a sche1ne
(b)(6j,
to defraud. Rather, as one comn1entator contemporaneously observed, at \VOrst tb)17J(C1 ade an
(b)(6).(b){7)(CJ
"honest mistake" in judgme11t; he did not engage in intentional misconduct. See
•
Tntmp Playing V./ith A Stacked Deck?, N.Y. Post, Nov. 2, 1999, at 41. 10
'-----'
• The press release at issue here is innocuous compared to the press releases involved in recent
enforcenient actions brought by the Co1nn1ission. See. e.g., Matter Seth P. Joseph, Exchange Act
Release No. 42588, 2000 SEC Lexis 581 (Mar. 29, 20()0) (earnings data in press releases
16
(continued.. ,)
In sum, the facts do not support a finding of sci enter. The actual Release and 10-Q are
accurate in all respects. 'fhe temporary misleading disclosure theory constructed by the Staff
• ' Iy \Vas no motive
makes no sense. Th ere stmp ' or rat1ona 1''1·
' l reason fio "ib)(7)\C ' 11y
o have 1ntent1ona
'
sought to mislead the public momentarily, especially since he and the Company had decided to
affim1atively to call the analysts with the facts, and in accelerating the filing of the indisputably
• accurate 10-Q all belie a claim of fraud. Hence, for these reasons alone, the Commission should
not approve the filing of an injunctive action under Section I O(b) and Rule 1Ob-5.
' POINTll
As detailed above, the Release did not contain any misrepresentations. '!'he Staffs
• theory, rather, is predicated on an on1ission ¥¥the alleged failure to disclose in the Release and
Conference Call the fact that approximately $17 million of the Company's earnings were a one
• time gain related to the Lease. The $17 million gain, however, constituted less than 4o/o of
THCR's total gross revenues ofS450.2 million for the third quarter of 1999, and approximately
4.25°/o of the total net revenues of $403. l million. Accordingly, the Lease item on1ission clearly
•
(... continued)
E:xchange Act. Rel. No. 41941, 1999 SE(~ Lexis 2029 (Sept. 29, 1999) (press releases over
• several year period containing false statements and unsupportable sales projections); Matter of
Sensormatic Electronics Com., Litigation RcL No. 1020, 1998 SEC Lexis 505 (Mar. 25, 1998)
(press releases containing fraudulently manipulated quarterly results); Matter of Prcsstck. Inc.,
Exchange Act. Rel. no. 39472, 1997 SEC Lexis 2645 (Dec. 22, 1997) (press releases over several
year period containing fl.tlse information about the company's sales and business practices);
Matter of Steven W. Koinjs, Exchange Act. Rel. No. 38688, 1997 SEC Lexis 1174 (May 28,
•
280467.3
1997) (false representations in press releases),
17
•
/
fell belO\V the Jong-standing S~lo threshold ofquru1titative materiality. See. e.g, 1 Parnes v,
Gatcwav 2000. Inc,, 122 F.3d 539, 547 (8th Cir. 1997); Release No. SAB-99, 1999 WL 1123073
• (S.E.C.), at *2, SEC Staff Accounting Bulletin No. 99 •• Materiality, dated August 12, 1999
("The staff is a\vare that certain registrants, over time, have developed quantitative thresholds as
• 'rules of thumb' to assist in the preparation of their financial statements, and that auditors also
have used these thresholds in their evaluation of whether items might be considered material to
users ofa registrant's financial statements. One rule of thumb in particular suggests that the
• misstatement or on1ission of an item that fatls under a 5% threshold is not material in the absence
• management. 11 ).
We are a\Vare of"SEC Staff Accounting Bulletin No. 99 - Materiality" and its attempt to
inject a qualitative aspect into traditional assessments of materiality by requiring that materiality
• be evaluated in light of all relevant circumslances, not only the magnitude of the item. SAB No.
99 lists a number of "considerations that may \\IC1l render material a quantitatively sn1all
• misstatement of a financial statement item, 11 including, inter alia, '\vhether the n1isstatement
1nasks a cha.nge in earnings or other trends," "whether the n1isstate1nent hides a failure to n1eet
analysts' consensus expectations for the enterprise," and 11 \vhether the misstatement changes a
• loss into income or vice versa." 1999 WL 1123073, at *3. Application of these qualitative
points to this case confirn1 that the failure to break out the nonrecurring gain \vas not
• qualitatively material: 'fhe Con1pany lost $67.5 million in the third quarter even including the
lease gain in ean1ings; nor, given the overall improvement in Company operations, did the gain
•
In any event, by its own terms, SAB No. 99 docs not apply to the circumstances of this
• accurate press releases, which arc promptly clarified by full and accurate disclosure to the
• . (b)(6), (b)(6).
analysts 1n telephone calls directed b (l!){7) and a lO~Q accelerated b <bJ\7J(CJ
•
1'he purpose behind the promulgation of SAB :t\'o. 99 supports this conclusion. SAB No.
99 was enacted ln response to concen1s that companies \Vere "managingu earnings, a type of
financial fraud that is not implicated in this case. All that is at issue here is the Company's
• alleged failure to disclose in a press release the nature of a particular con1ponent of the
Company's income that v. as fully and accurately disclosed in the nearly contemporaneous 1O~Q.
1
There is no allegation that the amount of income taken in coruiection with the Lease transaction
• was in any way in1proper. As such, this is not an "earnings management" case and does not
• No. 99 regarding qualitative materiality are inapplicable to the Release at issue. 11 Sec also. e.g.,
Management Assistance Inc. v. Edelman, 584 F. Supp. 1021, 1033 (S.D.N.Y. 1984) ("a less
•
stringent standard of disclosure is applied to press releases than to proxy statements"); Zucker v .
" At a minimum, the language of SAB No. 99 is ambiguous as to the applicability of its qualitative
• mat(..'Tiality directives to statement~ rnade in a press release. Consequently, any attcn1pt to impose
these new guidelines on the facts of this case would falter by reason of its failure to provide a
clear standard of conduct. See. c.g.i Chcckosky v. SEC, 139 F.3d 221, 223, 225 (D.C. Cir. 1998)
(charges dismissed where the Commission set "no clear and coherent standard" for violations);
Upton v. SEC, 75 f.3d 92, 98 (2d Cir. 1996) C'TI1e Commission may not sanction [a respondent]
•
280467.J
pursuant to a substantial change in its enforcement policy that was not reasonably communicated
to the public.").
19
•
S.al:>l.~. 426 F. Supp. 658, 662 (S.D.N.Y. 1976) ("the securities laws do not require that a press
release include all the information which 1nust be included in proxy nuiteriaL Courts have
generally applied a less stringent standard for press releases than for proxy statements and
registration staten1ents").
•
'•
•
Accordingly, the failure to delineate the nonrecurring nature of the Lease gain in the
Release was not material. The numbers in the Release were unquestionably accurate and the
• I~ease gain omission was in1n1aterial on a quantitative basis especially given the magnitude of the
loss in the quarter. Moreover, the virtual lack of change in THCR's stock price particularly in
relationship to other gaming stocks further undercuts the Staff's claim of materiality. Because
• the alleged fililure to disclose the Lease gain details in the Release \Vas, therefore, immaterial, no
• POINT III
• Based on a some\vhat outdated notion of \vhat is and is not read by investors, and what
does and does not become part of the rnarketplace1s total 1nix of information, the Staff contends
tha ~b;:1j(c and the Con1pany comn1itted a separate Section 1O(b) violation by failing to issue a
• reviSed press release. \Ve respectfully submit that this position truly exalts fonn over substance.
... l (blf6).
As an 1n1t1a rnatter, (bli7l oak various actions to 11 correct" tl1e publiC record. First, he
lbH6).ibJ(7\1C)
repeatedly encouraged the analysts on the Conference Call to obtain the details fro
•
Second, once an
,
t~sue
·:b){6), ,
arose {bJ<7HCJ 1recte (C)
(bJ.:6)c:b){7) h , ,
o contact t e analysts with detailed
. ' .
in101mat1on. An d tI11rd,
.
aft er consu l~at1on
.
\Vlt. h1·:b){6),{b){T)(C) I . f
L-----~accelerated the fihng o the 10
• 280467,3 20
Anderson indicated that the l 0-Q was sufficient -- and we are av..rare of no authority requiring
• such a correCtive press release in these circumstances.
(b){6),{bl
Moreover, as a result of, and in addition to,(711CJ fforts at disclosure, the barrage of
• analyst reports, press articles and television programs analyzing the nonrecurring nature of the
I.ease gain widely and thoroughly disseminated this infonnation to the marketplace, as did the
Company's official filing on Forrn 10-Q. Notably, the emphasis of many articles on the
• Company's failure to disclose the nonrecurring nature of the Lease gain in the Release
highlighted this issue far in excess of its financial impact on the Con1pany. In light of such
complete and \videly dissen1inated disclosures, it never occurred t {~i J.o:b){ l r anyone else
.associated with or advising the Co1npany ~~that it n1ight in addition be required to issue a revised
release. Given the enormous coverage of the issue, the alleged 01nission \Vas moot.
• , . (b)( ) (DJ
In add1tlon, as 17)(C\
, ~ 1b.1(6),(b)
est1t1ed 11)(c1 r. at 87), the advent of the inten1et has changed the
disclosure landscape. SEC filings are now immediately available on the web and posted on the
• Con1pany's \vebsite. Nun1erous Edgar search engines make a search for the filing simple and
instantaneous and many sites allo\V an investor to include a company 011 a watch list and as a
result receive immediate email notification of any new filings. Thus, the Staffs vie\\/ that a
• contpany can avoid scrutiny or disclosure to small investors by putting information in an SEC
filing rather than a press release is outdated. A. i7J~~\( J tated in response to the Staffs question
• as to whether a 10-Q gets as n1uch 0 attention" as a press release, "I believe it does now, because
of the Inten1et. Because of the access to the Edgar systerrL You no longer have to get the Q from
the company or go to the SEC. You have the ability to get online almost instantaneously .... It
• 23(1467.3 21
goes to our website automatically, So I believe in my mind that that access, you know, provides
• (bl(6).(b)
pretty \V1despread coverage." (7J{CJ Tr. at 86-87,
• In light of the broad dissemination of the Lease information in both the press and analyst
reports and the inclusion of the information in the Company's filing on Form 10-Q, the Company
• reasonably believed that it \Vas not also obligated to issue a revised press release. See In re
International Business Machs. Comorate Secs. Litig., 163 F.3d 102, 110 (2d Cir. 1998) (no duty
to correct a statement that 0 does not contain some factual representalion that remains 'alive' in the
• minds of investors as a continuing representation"); see also Ross v. :\.H. Robins Co., 465 F.
Supp. 904, 908 (S.D.N.Y.) (duty to correct a prior misstatement exists only "so long as the prior
• statements remain 'alive'"), rev'd on other grounds, 607 F .2d 545 (2d Cir. 1979). A fortiori,
{b{IGI ibl
\7J(CJ \\' ho has 1.ttt Ie securities
. . expenence
. . had no reason to be1·1eve any add.1t1ona
or expertise, . I
likelihood of future violations b ~b;'. 7 i(c fthe securities la\\'S. SEC v. Cavanagh, 155 F.3d 129,
• 135 (2d Cir. 1998); see also Aaron v. SEC, 446 U.S. 680 (!980) (mere fact that defendant
cotnmitted a violation of the securities la\vs is an insufficient basis on which to irnposc injunctive
relief); SEC v. Bausch & Lomb Inc., 565 F.Zd 8, 18 (Zd Cir. 1977).
• In assessing the likelihood of recurrence, courts have looked to, among other things, "the
degree of scienter involved, the sincerity of defendant's assurances against future violations, the
• 280"67.3 22
isolated or recurrent nature of the infraction, defendant's recognition of the \Vrongful nature of
[the] conduct, and the likelihood, because of defendant's professional occupation, that future
• violations might occur." SEC v. l:niversal Major Indus. Coro., 546 F.2d 1044, 1048 (2d Cir.
1976); see also SEC v. Bonastia, 614 F.2d 908, 911 (3d Cir. 1980). "Essentially, a court makes a
• prediction of the likelihood of future violations based on an assessment of the totality of the
circumstances surrounding the particular defendant and the past violations that were conunitted."
Bonasria, 614 F.2dat 912; Bausch & Lomb Inc., 565 F.2d at 18; SEC v. Management
• Dynamics Inc., 515 F.2d 801, 807 (2d Cir. 1975).
Application of these factors to this case compels the conclusion that injunctive relief is
• not appropriate as t ~~;i~1/bl irst and foremost, the failure to include the Lease break out in the
Release \vhile disclosing it Ln the lO··Q \Vas unquestionably an isolated incident, not part ofa
\b)(6j,
recurrent pattern of violations. See Bausch & Lomb Inc., 565 F'.2d at 8. Prior hereto (b)(7j 1as
• had a successful and unblemished career and he made no profit and received no benefit from
what in hindsight appears to be an error in judgment. His alleged failure to include the Lease
•
infonnation in the Release \Vas a mon1entary event that was quickly cured. Moreover, one
• • (b)(6),(b){7)
l ){ l,
(b){7J
realized that the Release had becon1e an issue, he directed that (C! call the Conference
7
Lrb_"_61_·"_1_:_Hc_1_ _ _ _ _ _ _ _ _ _ _ _ __,I As a result ~~:;;i· o longer has any
• responsibility for press releases, SEC filings or other financial disclosures. Nori ~~:;~)l,ibl 'kely to
be associated with a public company in the foreseeable future. In short, the totality of the
• 2&04613 23
•
(b)i j,
circumstances demonstrates that there is no substantial likelihood tha (b111) vill commit future
• Manor l)l!rsjng Ctrs. !gc.. 458 F 2d !082, 1102 (2d Cir. 1972). The issuance of an injunction
, I'1vel'h
aItoget h er ofh ts I oo d. P articular
. Iy sine
' " 1" 1<bl 1'd not receive
{7HC) ' any pro fi1t or b ene fitt J.fOm
0
th e
• Release, such. a draconian result surely is not merited by the isolated, rnornentary conduct at issue
here.
• 24
CONCLUSION
Respectfully submitted,
• 25
..
(b)(6).(b)(7)1C)
Washington, D.C., .January 16, 2002 - In its first pro fonna financial reporting case, the
Securities and Exchange Co1n111lssion instituted cease~and~desi~t proceedings against Trump Hotels &
Casino Resorts Inc. for making misleading statements in the company's third~quarter 1999 earnings
release. The Commission found that the release cited proforma figures to tout the Con1pany's
purportedly positive results of operations but failed to disclose that those results were primarily
attributable to an unusual one-ti1ne gain rather than to operations.
"This is the first Con1mission cnforcen1ent action addressing the abuse of proforma earnings
figures," said Stephen M. ('.utler, Director of the Cornn1ission's Division of Enforcement. "In this case,
the method of presenting the pro fonna nun1bers and the positive spin the Company put on them were
rnatcrially n1isleading. The case starkly illustrates how pro forn1a numbers can be used deceptively arid
the 1nischiefthat can cause."
Tru1np llotels consented to the issuance of the Comni.ission ·s order v.rithout ad1nitling or denying
the Co1nn1ission's findings. The Conunission also found that Trump llotels, through the conduct of its
chief executive officer, its chief financial officer and its treasurer, violated the anti fraud provisions of
the Securities Exchange Act by knowingly or recklessly issuing a materially misleading press release.
"This case den1onstratcs t11e risks involved in mishandling pro fonna reporting~" said Wayne M.
Carlin, Regional Director of the Comn1ission's Northeast R~gional Ofticc. "Enforccn1c11t action can
result if a company fails to disclose infOrrnation necessary to assure that investors will not be 1nisled by
the pro for1na nun1bers."
Specifically. as set forth in the Order, which is available on the Commission's website, the
Commission found that:
• On Oct. 25, 1999, Trump Hotels issued a press release announcing its quarterly results. The
release used net incon1e and earnings-per-share (BPS) figures that differed fron1 net income and
EPS calculated in confonnity with generally accepted accounting principles (GAAP), in that the
figures expressly excluded a one-time charge. The earnings release was fraudulent because it
created the false and misleading impression that the Company had exceeded earnings
expectations pritnarily through operational i1nprove111ents, vvhen in fact it had not
• 111e release expressly ~tated that net income and EPS figures excluded a $81.4 million one-time
charg.::. Although neither the earnings release nor the acco1npanying financial data used the tern1
pro fonna, the net inco1nc and EPS figures used in the release were pro JOnna nun1bers because
they differed fron1 such figures calculated in conforn1ity 'lvith OAAP by excluding Llte one-tirnt:
1/16/2002
•
charge. By stating that this one~time charge \\ras excluded from its stated net income, the Company
irnplied that no other significant one-tin1e items v.'ere included in that figure.
• Contrary to the implication in the release, however, the stated net income included an undisclosed
one-time gain of $17.2 million. The gain was the result of the tennination, in September 1999,
of thi;;; All Star l~afC's lease of restaurant space at the Trump Taj \1ahal Casino Resort in Atlantic
City. Trump Hotels, through various subsidiaries, ovvns and operates the ·raj Mahal and other
casino re<>orts. The Co1npany's executive offices are in New York City, and its business and
financial operations are centered in Atlantic City.
•Not only was there no inention of the one-time gain in the text of the release, but the financial
data included in the release gave no indication of it, because all revenue items \Vere
reflected in a single line itc1n.
·rhc rnisleading itupression created hy the reference to the exclusion of the one-tin1e cl1arge and
the undisclosed inclusion uf the one-time gain was reinforced by the con1parison in the earnings
release l)fthe stated ean1ings-per-share figure v...·ith analysts' earnings estimates and by
statc1nents in the release that the Company been successful in improving its operating
pcrfo:-rnancc. Using the non-GAAP, proforma figure-s, the release announced that the
Con1pany 1s quarterly earnings exceeded analysts' expectations, stating:
Net income increased to$ 14,0 million, or$ 0.63 per share, before a one-tin1e Trump
World's Fair charge, compared to$ 5.3 million or$ 0.24 per share in 1998. [Trump
Ilotels'] earnings per share of$ 0.63 exceeded First Call cstin1atcs of$ 0.54.
In addition, the release quoted 'I'nimp Hotels' chief executive officer as attributing the stated
positive results and i1nprovement from third-quarter 1998 to improvement~ in the Co1npany's
operations.
• In fact, had the one-time gain been excluded from the quarterly pro fonna results as \Vell as the
one~time charge, those results would have reflected a decline in revenues and net income and
would have failed to meet analysts· expectations. The undi~closcd oneMtin1c gain was thus
n1aterial, because it represented the diffCrence between positive trends in revenues and earnings
and negative trends in revenues and earnings, and the diffCrence between exceeding analysts'
expectations and falling short of them.
• On Oct 25, the day the earnings release wa5 issued, the price of the Company's stock rose 7 .8
percent; subsequently, analysts learned of the one-time gain. On Oct 28, the day on which an
analysts' repo11 and a news article revealing the ilnpact of the one-tilne gain were published, the
stock price fell approximately 6 percent.
The Co1nn1ission found that Trump Hotels violated Section 1O(b) of the Exchange Act and Rule
10b~5 thereunder. The Company was ordered to cease and desist fron1 violating those provisions.
For inforn'l.ation about the use and interpretation ofi:iro fortna financial inforn'l.ation, see the
cautionary advice for companies and their advisors at http://\w:w.sec.gov/newslpress/2001~144.txt and
the investor alert recently issued by the Commission at http://\V\.V\.\'.sec.gov/investor/pubs/proforma12
4.hun.
111612002
(b)(6\.(b\{7)(CJ
l(b)(6),(b)(7){C) I
Frorn:
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To:
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Subject: Trump
Dear1(b!i6l.ibl I
(b)(5 I,(b)(6) (b)(?)(C)
POST
IHOME I NEWS : COLUMNISTS I SPORTS I GOSSIP I OPINION
I BUSINESS I ENTERTAINMENTI
BUSINESS
Breaking l\"e,vs
C:lkk llrre
Biz Nel,'S
Technology
Bllllne11New1
Fashion Biz
Real :Estate FINGERED BY SEC
lnl'esting Guide
By JESSICA SOM\1AR .
•
Bull's Eye .
.
MARKET WATCH
January 17, 2002 ··The
INDICES Securities and Ex.change
G1!1l'v? 1,:;>uCfTJ
Comn1ission slapped down
DJIA Trump Hotels & Casino Resorts
~~1.10 111.~~ + for violating its anti-fraud
provisions, but with a lin1p wrist.
S&P 500
U3S.58 ~.n1 +
l"he SE.C concluded its first-ever
investigation into so-called pro
forma filings claitning that
TRUi'lll'l'ARtJ:
'rrun1p Hotels, led by real estate
Donald Trump, pictured
mogul Donald Trun1p, misled
Stocks witlt '?ode! Heidi Klu~,
investors when it filed an
Mutual Funds was cited by tile SEC 1n • ,
an accounting probe, but earnings report tn 1999.
Your Portfolio
didfl 't have to pay a fine.
News/Research - }Jtarion Curil~/Dhfl The Donald settled the case with
Rcal-Timt' Quotes the SEC without ponying up a dollar, but by agreeing
YOUR STOCK
not to do it again.
QUOTE
11
This is the kinder, gentler cxan)plc of the Sf:'.C.
They've proven.they're lrue io their word," said Lynn
Turner, fonner chief accountant at thr;: SEC who ii:; now
a professor at Colorado State University. He recalled
SEC Chaim1an Harvey Pitt's promises late last year.
NYPOST,COM
"It would be unusual for us to impose a fine against a
Home publicly traded company because ultimately, it comes
Archives out of the pockets of shareholders \vho haven't done
1.ast 7 Days anything \\Tong," explained V/ayne Carlin, regional
Business director of the SEC's Northeast office.
Career Center
Cartoons J'rump said in an intervie\v that he doesn't expect any
Classified fallout in his business fron1 the SEC settlernent. "Vie
Columnists are very happy \vith the fact that the settlement has
Entertainment worked out \Vell for all concerned," he said.
PagcSix.com
appear In the
Par~nting
Trump shares rose nearly 8 percent to $4.31 after the New York Post
Post Opinion release but fell 6 percent to $3.87 two days later when and cherish It
Puzzles
Real Estate Purch41se Sports
The stock closed down 22 cents at $1.73 yesterday. Memorabilia and
Reviews tecelve a free
Shopping Ribis was president at the time and responsible for the minl~plaque
Sports memo, sources added.
Story Index
Traffic Trump was not involved, the SEC said. Ribis is no
Travel longer with Trump.
TV Listings
Wea.ther Company accounting has come under intense scn1tiny
in the wake of the dot-com bomb and allegations of
SEARCH
n1isdeeds by Big Five accounting firm Arthur Andersen
I._ _J - accountants for Enroni the energy trading giant that
lweb .......ff filed the biggest bankruptcy ease in U.S. history.
r·-F-ind. i;1~]
Pro forma accounting, popularized by the Jnternet stock
Jobs at craze in the late '90s, enabled companies to release
nypost.com earnings announcements that were not in accord with
Comments generally accepted accounting principles.
Contact U$
Home Delivery Later, companies would file with the SEC according to
Ho'" to Advertise
GAAP standards. But problems arose, and proforma
News Corp Sites
accounting became the subject of a rare investor alert
Privacy Policy
by the SEC in December, which cautioned investors
that pro forma results are often much different than
Terms of Use
official results the SEC gets.
CLICK HERE
Page 6
HEADLINE' US SEC BRINGS FIRST MISLEADING PROFORMA EAR'lINGS STATEMENT CASE VS TRUMP
NEW YORK (AFX) The US Securities and Exchange Conunission said that, in lts first case alleging that a pro form.a
earnings statements contained misleading statements, it has concluded that 'frun1p llotels & Casu10 Resports Inc
violated commission rules in the company's third~quarter, 1999 report.
The SEC said it concluded that the Trump Jiotels & Casino Resorts report violated Rule 10b~5 of the commission's
roles and ordered the con1pany to cease and desist from violating the n1le.
The commission said: "The release cited pro fomia figures to tout rhe company's purportedly posuive results of
operations, but failed to disclose that t11ose results \.\'ere prin1anly attributable to an unusual one~time gain rather than to
operations."
According to the SEC, the Oct 25, 1999 report used net income and earnings per share figures that differed from net
income and EPS calculated in confonnity \\ith generally accepted accounting principles, "... in that the figures expressly
excluded a one~titne charge."
"The earnings release was fraudulent because it created the false and ntlsleading impression that the con"lf)any had
exceeded ea1nings expectations, primarily through operational improvements, when in fact it had not."
The SEC said the earnings report slated thut the net incotne and EPS figures excluded an 81.4 nlln usd one.tiine
charge.
,.\!though the report did not use the tem1 "pro fonna," the net income and EPS figures used in the release 1n fact '\Vere
pro fonna fig·.ires because they excluded the 81.4 mln usd charge.
In addition, the report also implied incorrectly that no other significant one-tin-ie charges or gains v.1ere included in the
figures when in fact there \Vas another special gain of 17.2 min usd related to a gamblir1g casino lease, the SEC said.
The SEC also faulted the company relea~e for containing rC'marks of chief executive Donald Truntp stating that a year
on~ye:ar
quarterly i1nprove1nent in ean1ings was due to improvcn1cnts in operations, rather than the special gain.
Tbe SEC said that if the report had excluded both the special gain and the special charge it V.'ould have showed year·
on-year declines in net income and fl;'.VCnues. "The undisclosed one·time gain \Vas thus material because it represented
the difference between posiliv!: trends in revenues and eu111ings and negative trends in in revenues and earnings, and the
difference bc1wecn exceeding analysts' expectations and falling short of them,"
Stephen Cutler, director of the SEC's division of enforcement, said· "This is the first corruniss1on enforcement action
addressing the abuse of pro fom1a earnings figures.''
Page 7
AFX Asia (Focus) January 16, 2002
"In this cas-::, the rnethod of presenttng the pro fornw numbers and the positive spin the company put on them v:ere
materially n1islrading. The cast: starkly illustrates how pro fornm nu1nbers can be used deceptively and the nlischiefthey
can cause."
l<nv/gc NNN For more infonnation and to con!i'.!C! AFX: v.·w\v.afxnews.con1 and v.·w\v.af.xpress.con1
JOURNAL-COD!io WAXA
SECTION; MONEY;
Pg. SB
HEADLJNE: 1'run1p fim1 settles pro fomia charges SEC makes first case for abuse
BODY: NE\V YORK~~ Donald Tru111p's casino and hotel company was charged \Vith allsleading u1vestors about its
fmancial perfomunce in the autumn of 1999, the Securlties and Exchange Commission said \Vednesday.
It is the first case in which the SEC: has gone after a company for, in its view, abustng the "proforma" method of
reporting results.
:tvlany companies use proforma results, which typically exclude non· recurring losses and gains, to highlight the
perfonnance of core operations_ And some companies, including Amazon.com and Network Associates, have been
criticized for pushing the envelope '~1th pro fom1a accounting. I3ut pro fornia results also can disguise poor earnings or
distract investors from noticing them.
On Oct. 25, 1999, Tn1n1p IIotels & Casino Resorts issued a press relea~e that reported proforma earnings that
excluded a one~time charge of$8J million.
But the co111pany did not exclude a one-time gain of SI? million, or cvcu n1cntion that it was a one-time gain.
\Vhat'~ niore, the cornpany claiuicd that it~ pro fornm tarnings toppctl Wall Street'~ cx:pcclations, whH:h helped push
the stock up alrnost 8%, that day. In f11\:l, without the one"li1ne gain, Trump Hotels & c~sino Resorts \VOuld have mi~sed
analy~ts' estimates. Three days later, when analyst and media reports revealed the impact of the gain, the company's
stock fell 6°/ci.
The company said the namesake real-estate n)ogul, who 0\\1lS about 42% ofthe co1npany and was chainnan ;i.t the
tlme. "had no knov.·ledge" of the fraudulent actionf> alleged by regulators.
Trump':; co~any, -..vhich settled lh\: \:asi;: \vithout adnlitting or denying guilt, issued a staten1ent blatning Nicholas
Rihis, f11rmcrCEO ofTrun:rp Hotels & Casino Resorts, for the deceptive accounting thilt intlated its quarterly earnings,
Ribis was let go at the end of his contract in mid-2000. Ribis is 11ov1 vice chainnan for Resorts Atlantic City.
Alan Marcus, a spokesn1an for Ribis, said, "The colTUlllssion frnmd no evidence of any inappropriate conduct on the
part of any c<Jmpany executive."
But Wayne Carlin, regional director for the SEC in Ne\V York, said that statement was "misleading," ''sly" and
"crafty." "The charges again~t the company are based on the actions and the knowledge of three senior offtcers It's true
\\'C are not ch1rg1ng individuals, but that does not equal exoneration."
n'e other nvo executives nan1cd by title by the SEC are the company's chief financial officer, Francis McCarthy, and
thr corporate treasurer, John Burke. Both men still hold the same jobs at Trump llotels & Casino Resorts.
Page 5
' llSA TODAY, January 17, 2002
They could not be reached for comment, and the company declined to comment on their employn1ent.
Tn.unp Hoti;-ls & Casino Resorts operates Tn1mp Taj I\1ah;il, Trump Plaza Hotel ;ind Tnunp >1arin;i in A.tlantic City,
where the corupany 1s based, as \\'ell as an Indiana~based riverboat casino on Lake Michigan.
FROM· l'i'~';11711c1
It 1(6),( H)( \ I
OFFICE OF CHIEF COUNSEL
MESSAGE:
,.,'
".
Trump Ilotels & Casino Resorts, Inc. and 'I'he Securities and Exchange Commission ResoL.1 Page 1 of2
,
ces.MARKETWATCH.COM Th(? story Behind the Numbers Member Sign In • Free Slgn Up for personalized features
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Trump Hotels & Casino Resorts, Inc. and The Securities and Exchange Commission Resolve Three·
year Dispute
1/16/200211.11:00AM
NEW YORK. Jan 16, 2002 (BUSIENSS WIRE) -The Securities and Exchange Commission ("SEC") and
Trump Hotels & Casino Resorts, lnc. ("THCR") today agreed to settle a dispute going back to 1999, when
the then Chief Executive Officer. who is no longer with the Company, issued a press release which failed to
"break out" operating income to include a one time non~recurring item.
revenue items, the Commission nonetheless determined that the Release in question was misleading in
omitting the one time nature of the gain
The Commission, in determining to accept the Offer to consent to this administrative remedy, considered,
remedial acts promptly undertaken by THCR, and the limited duration of the violations.
"I have great respect for the Commission and its Chairman, Harvey Pitt," stated Mr. Trump. "I am very
happy that this all worked out"
OR-:.; fil.1.P-'..LL:::!.t!'.-i.:.YlL¥A.l'.l.~J1JY}LS...£9.!.!'
!Od<ly's News Jn T~1e Ne:: Eu2iness l'ii:r;e'~ full f~le o:-i tbe IntE';cnet
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'"
SEC Settles With Trump Hotels Casino Over Pro Forma Case
By Judith Bums
01116/2002
Do\V Jones News Service
(Copyright (c) 2002, Dow Jones & Company, Inc.)
\1v'ASHINGcrON ~(DO\\' Jones)~ The Securities and Exchange Con1mission brought its first case
alleging improper use of"pro fom1a" earnings on Wednesday, issuing a cease-and-deslst order
against Tmmp Hotels & Casino Resorts Inc. (DJT)
"This case starkly illustrates how pro forrna nun1bcrs can be used deceptively and the tnischiefthat
can cause,'' Stephen Cutler, SEC enforce1nent division director, said in a state1nent announcing the
action,
Ttump consented to the cease-and-desist order without adn1itting or denying the SEC's allegations.
Along with faulting the company's earnings report, the agency said Trump's chief executive, chief
financial officer and treasurer violated federal anti-fraud laws by "knowingly or re.ckless issuing" a
misleading press release.
The SEC found Trump's press release on its third-quarter 1999 results sho\\ ed earnings that beat
1
Wall Street's expectations, but failed to disclose the results were chiefly due to unusual one-time
gains, rather than operations.
9&w
In an October 25, 1999, press release, Trump Hotels bragged it earned 63 cents per share, exceeding
analysts' forecasts of 54 cents per share. The press release said results excluded a one-time $81.4
n1illion charge for discontinued operations, hut neglected to state that results included a one-tin1e
$17.2 million gain, SEC officials said.
"\\.'ithout this, earnings per share actually declined," said Wayne Carlin, director of the SEC's Ne\v
York office. He called the one~time gain "a crucial piece ofinforn1ation'' which Tn1mp Hotels didn't
disclose in its pro forma earnings release.
Pro forma financial infom1ation isn't prepared in accordance V.'ith gcncra1ly accepted accounting
principles, or GAAP. In preparing its press release_. the SEC said Trurnp Hotels used so-called pro
fonna results to calculate net inco1ne and earnings per share in a \~:ay that dfrin't confonn with
GAAP.
Pro forma financial results, typically issued in press releases announcing quarterly results, aren't
illegal. But Carlin said the practice "can be abused" and promised the SEC will crack down in such
cases.
"Jfwe find abuses in this area we \vill vigorously pursue thorn," Carlin said.
ln the case against 'frun1p flotels, the SEC said the company's calculation of pro fonna results
\Vasn't consistently applied 1 and n1isled investors to believe the stronger-than-expected performance
can1e front ongoing operations rather than one-tin1e gains.
Trump llotels1 press release noted operational improvements from increasing profit n1argins,
declining marketing costs and gains in non-casino revenues, all of which were true, according to the
SEC. tiov.'ever, Carlin said those factors didn't contribute to the reported results.
Thosc \Vcrcn't the reasons for the results, the one~tin1e gain was the reason for the results/1 Carlin
11
said.
No fine \Vas ju1posed on Trump IIotels, but the firm agreed to cease~and-<lesist from violating
For companies that report proforma results, Carlin they need to explain how they calculate results,
use a consistent approach, and describe how the pro forn1a numbers differ from GAAP results.
0
Jfyou're going to use pro fonna reporting, don't hide the ball,1' Carlin warned.
fle also urged investors to exercise care when reading reports of pro fonna results.
Copyright© 2000 Dow Jones & Company, Inc. All Rights ReseNed.
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11:02am Trump warns may sue to stop NY's ne..y casino§:pJWer ·Reuters
11101/01
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© 1997-2002 MarkN\'/atch.corn, Inc. All Nghts reseNed. 0LStla!.1:!1et_ s~e_o_JU.t.PM~~~_cy_r::_ol!cy_,
CEIS and the CBS "eye \le'licc·- at"(: rc9istcn:d tri)!JCtncirl;~ of CBS Inc.
rntrad!ly data is at least t5·mlnutes delayed. ,0,11 quotes al'e in loc<1I exc~ange time.
SEHK .ntrai:lay data 1s provided by S&P Comstock and Is at least 60~rninutes delayed.
Green dollor ~i911 (~) d¢r10lcs sutiscnption conteM provided by third party partners.
by controversy last ran when It dis· · . the Andersen brand. "This is ca.tastrophiy· out."
tnat not au the ttinds coUected after' for them.". 5eyli AJan Siegel, chief execuli\re · .. Many observer!'i .expei
a.ck:s wOu!d go to Scpl 11 causes. The, ·.of Siegelgale, an independent branding OOunt'rntailer wniild oUUin
ross latCr said it would redirect the· finn baSed in New York.."Not onJy is Otis
· caxmarked to help ·iamrnes of vie· gulng to hurt 'Andersen vei'y mur.h in terms; ·
·Trump flotel!i Gets ·the oonclUSioo'of_·1tsire1
board mootlrig· tbis .W'eck
t the attacks. · of contracting new business; but it also Will they ho~ Krruµ1 wut11d
ldic Leonard, a. partner· at the nfm, be a dlstract!-on f?T au And~n employ.
ls finn W<L'I part of a team that "Sl,lg· ees.n . .' . . ..
Rebuke From SEC specuJation that it is oons
· 11 bankruptcy.protection :
bWl don't believe Such. a
Andersen nu1 U1e ad.. "Advertising ls
~IU\$ of telling the·ooinplete story of
· ll you haven.'t noticed the ad yet, keep
"1ook1ng. Andersen intends to expand its pub
J1dernen is willing to do tQ, ~ h,e says. · lic-lmage campaign ln ·the coming weeks,
On Earniitg~'Report . oniy option, they· say it
, compar1y to exit from lw
ma.rd, a fonner strategist ·.for the a.s its chier executive seeks to spread hiS dreds of widerprOO.uctive
~ presidential candidate Ross Perot, ·. message to_ conswners and ,businesses . By CmuirINA BINKLEY But YC;;terda:y, '.Kmart
inn's point person in its efforts to get across the· oourttry. Newspapers in Houston, And Junrrn: BURl'ffl Ft:rry said ·the board mer
mdaJ under control. ,: ·,_ · Chicago. U>s Angeles and. Phoe~ix . ~rn ex Staff Rl_.r0rt.er' bf T11r w... 1.1. S'MW.rn Jo11RN~L close of business Tue.'ida~
.In Its first enforcement action againSt JH)uncement ·was irruninCl
krate:'l Pki~},o Shut Fing~th~ C~g · a company for improper use or pro fonna. press release at the approJ:i
earnings in a news release, the Securities · ls news.; t.ir, Ferry said. H
·and Exchange Commission Issued a·cease ment-on the content of the
tl WeblJperdiw~ Afte~ 'fhf~~Year Run and-deslst order against Trump Hotels & "' the PCissibility of aChaptm
Casino Resorts lnc. ' Fitch said &·bankiuptC
. :
~' ·. . .. .
BY RMlL\' NEC.So~
. .. " '~ ·. ' .. .. . The SEC said the casino company's re~ "appean; tncrw1ng1y w
: .... sales,-a critical measure ror retailers, to nse lease (or its third-quarter 1999 results , Zahn, an analyst .at· th(
(qortc1· ,,, THU WALL S'r'fl.mT JOU'flNAL : just 1% w1.5% fur its fiscal year ending Jan. showed earnings thal beat Wall Street's ex- ' called U1e ax: rating llSl
eratedDcpartmentS:ton!slnc.saidil · 31,2003. · ' _,. , , ·- ·~. pectauons but. failed to diS(;lose that the re-. bank facilily "basically as
nglOcloseltsFingerhuteatalogandln- Federated said it expects to bOOk charges suits were chiefly due to an unusu!ll $17.2 · without being in default~
'J)erations,oompletelydismantlirtgthe of about $1541 mUlion to$200 million in its cur million gain .. At tile same· time, the ·pro 'irtiC ag\lncies said uie·i
1d <.mtly e-conuheroo foray if made, rent year ending Jan:31 ta cbver the costs of . rormaresults noted the exclusion of an$81.-4 lion .;.'and Ute resulting j!U:
three yeafs~. . :. '.· ;.-::· .: ,. winding down Flngertlut's C'Jtaktil" .o?era· .. mUli«:Jn charge fordiSQ?ntinued operations. !vcstors and suppllers·;..wei
'owner of BIOOrningdaie•s aiid Ma~y·s , I.ions, ~ch it cxpects'to total $SOO million to ':.~This case starkly illustrates hOw pro
, vatlori for their latest down
;esi;ed Fingerhut dUrine: the past· 18 $9J'i? mi\lion..It~x_pet!8 to gllnerate about ~J,J' ·ronna nwnbcrs can be uSed deceptively ally iS Very little clarity abo
:and decided todisj)ose'o(it atter ·000. · billion to Sl.3 ~illion mcash ~rocecds dwi~ and the mischief that can cause," Stephen · ny's financial plan is tosu:r
·the direct m·Brlceter's lluslness woii.ld · the next four years hum selling Fingerhut s Cutler, S1'X: enforcernent-Oivision director,
gl)illgforwanI," S3ld Angi!b
:aninll{uJly ~ .helpit.'l fina"ncia.i'reSutts. : as;ets. Federated J?la.ns to use those proceeds said.in a statemcnt announcing the action. ing :a1rector of the retail ai
:1s f.aldng steps to shut Flngerhiit. Fed· '. to pay d<lwn about SSOO million in. debt relate(! The SEC also found that Trump Hotels,
said it oould $ell the unit, if it finds a .. ta ~ngerhut ~e~ted plans to m;est the re througti the actions of it<> chief executive ucts !?roup:aJ. Moody's. Ms,
'We don't think a buyer will emerg\'! ~ . rnainder in its department st.ores. · officer and chief financial officer at the iS the first tlme MOOdY's ru
. logs' to the "C~ range. .. : .'
pot;~omarifoctheCindv.natidepmi. Shedding F1n.gerttut iS ~·~~news. I've time.' violated federal anlifraud laws by
:ore oompani citing the eronomy. She been hoping they WOtJ.!d _do thIB, .uns War· "lmowlngty or recklessly~ issuing a mis Mr. Ferry said '.Km
. ' burg analyst Unda Kristiansen said. leading press release. No individuals were pOinted" bf ttre downgrad
:00 that FOO~ra~ thought [lltci_net re-· Plans to dump ~rtuit •.reported late yes. . sanctioned, however. oonurient . . further." "
would be a m~ bigger mafket two terday,didn'ts:mFrise wall Street. Asof4j:i.m. Trump Hotels neither ·~ ' '
go. , - ..
~edplansto~!Fingerhutasadis·
· ·,. in New 't'odc SlOck Exchange composite trad·
ing prior to the announcement,l"ede.raled
admitted .nor denied
the allegations b1it
Bin Laden's.I
edoperatlon when 1troportsonFeb. 26 shafes tell $1.13 to $40.74.
for its curre~\ fistal year ernfing Jan, Theretailersaiditexpectsinoomefromoi>
' agreed to the cease,
·and-<lesist order, say- · Plans a Cl~th
retaller, which had a difficult Mliday erations-cxcluding . Fingerhut and ing the problem had . <.WtinUid From
~id it expe.:;;ts ~the challenging~. charies-:-to be $3.25 to $3.50 for the year end· been corrected the Arab world and µt.e1
limate" to continue for the comings ix ing Jan, 31, 2003. It has .annual sales, exdud· quickly in 1999. The . later, possibly in the u.~
.As aresull,ilexpectstha1same-store i~g F1ngerhut, of abo~t $15.5 billipn. SEC, in its action yes· arc working on ·a traden
terday, lmposed no "We cAn'l tnake an·
~Kinsey Had Close
tnonetary penally.
Enron Ties
across the ocean,~.·says
The 19!P.I press re· can't overextend our po~
Dott.old Trwnp lease "was just a statc- Mr.. Binladin plans lt
Cvntinued F'rom Page BI Though there ls nQ indication that.McK· 1 menl that was too ver· tion of the profit.'i to a
ns"titutional investment money fos- · lnsey may itself bcoome a subject of invesli· bose," Donald 1'rurnp, charitable foundiltion in
:s socuritir.ation skills and granted · gation, it could be caught up as a third party the CO!Jlpany's chairman, said. Trump Ho Some· in the .fashio1
ss ·to capital at below the hurdle in the investigation of Its client. Legal ex· tels owns t,tteTaj Mtthal, TrutnpMarinaand there won't ~any.
f major oil compa:nles.n pertssayMcKiniey, unlike Enron's lawyers other casinos, most of them in Atlantic City, "It's riot that lhe sl1
ugh such writings suggesl McKin· and accountants, has no prlvUege of confi N.J. should fall on the shoutde
wabout Enron's extensive use oroU· dentiality lhat would shield it fronl disclos· Federal s-0curitles regulators are con· or that one brother should
! sllee:t funds, there is no tndi<:atton Ing information to government investiga cemed that many companies are moving actions of another,~ sa)
yone at the oonsulting firm· knew tors. away frum a focus on Mporting net income head of Italy's fashion tr.
IW Enron was using those partner For decades, McKinsey has been re and instead are issuing- pro fonna resulls "Butt can't see how some
;.ate last year, Enron had to restate vered-even reared-for its influence in that exclude items such as special to exploit this type of not
m ur ca.min~ because of irilproper boardrooms and Its extensive and powerful charges. making lheir eafnings look as In theory, the Bin L
ting for some of those entities. old-boy network among major corpora good as possible. Pro form a financial infor find fans in lhe antiesh
'.cKinsey spokesman said it was a tions. tts alumni list reads like a who's who mation isn't illegal, but it isn'l prepared in culture, which ha.;; In tl1
old policy of the firm not to comment of the Fortune &00, including the likes ol accordance with generally accepted ac nOSe·lhllrttbing fad!; such
:ally 011 ellent matters. WM Corp. Chief Executive L.ou Gerstner. In counting principles, zoned with the Amertcari
>n also played a featured role in recent years, that network has helped pri< Wayne Carlin, director· or the SF..C's or T-shirts embla.7.oned ,
icy-partner Mr. Foster's recent vatcly held Mc:Kinsey win lucrative consult· New York office, said the action agalnst 0eau1 Cl.ga,rettes. ''Then
1
Crealive Destruction," published ing contracts rrom companies run by its Trump Hotels is the first in what pron1ises of fa.~hion items that h1
II'. "How do the concepts of contr\'ll, former partners. ' to be a· widct· ~rackdown on the use of pro others have r,agged, ·: t1'
;Ion and ri.sk fit together?~ a~ked Mr.Skilling, a vital bridge between McK, · forma results. "If we find abuses in this chairman of London·bas
Mr. Foster and Sarah Kaplan, a insey and Enron, described i\1cKins.ey's ap· area v•e will vigurously pursue them,~ Mr. tancy lnterbraild. ·'Then
McKlnsey employee, "Enron offers proach in an interview with this newspaper Carlin said. Companles that report pro lhere is a market for fast
111 P\"llrnn1" nf m::.n11P"ini:>' fhP~P ..1,,. lo 1993, three years after joiningl<~nron~ "In formn rP.snlts shnull'I P.Knlain lhf!ir r;ilruhi- out of adversilv and sub
''/'"","' ~~- "'{'~·:•·-;- .-Tr•":"'f" ",'!"' '~"'"., ,·,..-•w•'""f>'-'·•Y.' ,'.~~~l!il.)' /.U.1illJ.ng':lj._lllJ~:;,,yr:·
.... _. -·.. - ~~·~·1 ..... ~·B·~·u..iyn~.~~· "''' · ·'c)~urg~.u:rid.a: Kr:fa'tians(!ifs:ild.' ~: • le.ad.ing·p~ reJ~l_ No lnqivi:du~ls:We~-::;,.~
alsonotedthai'POO.. ei'ai.dlhougf).f!Pte_rnetre-... -,_>Di.'·· ·,:.;d-- ''m,;...,...,,,, ...,..,.,.,.....i·i~• ,:
I, tailing wOuJd ne.· ·.~.~tilUcli.''bill"lmr;nt,'arl<., ct. fwo ·:·.· _,.,,'f';l~~'• u;QlPf'~!f;J'1,:~-..•"l"" ""'-....,~y~
,,..,~.... ; :' ,:-_1,..J. -~X.- -~~?::·c, ''"· ~:'-';· , , ~ ~~~~.di~ _tSttrpn~ ~a.u~IJ:'ef!~ Aso£4p.f!J. ··:·.. ·.,.-
"
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• ~J·'.fii,tmp· Hote!S iieftlJ,'Cr.~~/I·
·' .......... ago ·; .. _;:·-,_- .. r _,., ,. ..... :;::-:;;--·+:.. -·.mNew,YdrkS_tod«m:cha'ngeOOmposttetrad- ·-_lid_mjttcd --~~r.;.de~l~f~-:
· FMerated'jilanst~~l."J.t!~rhut~.~(lls~._., '1ng·1prtor: to·. the -:Mit-OWLCCment i?ederated the ·allegations }31ut ::.,.!
·oontinuOOopei-atJOn\vftCn'itrilpOttsQl)l!eb.-'?6 .•; sliaii!S~teu ${.fj_tQ't;w '1• ·~ i , /• ...,'-. • ~· ~'. .~-:agreJ:d"·.to .-the" Ce:tse;··.: ·.:1
nisults tor 1~ ~~t-~_~t!~~~ll'~~:'~ · :;·~.'.::·.fne'~tipi~fSai~_it~~:in~1!troil;l'oi>-'
31. The n?tail~~.,whi.ch.tm~.<rdµticult W'li~ay: · 1e~pns~excil!ding·.~ :- .Fingcrtiot _" ··rutd
1:::Ji.i.nd~es_i_st:omer;·_~11Y- · ;1
'. ·: \~g"ule. ptil_b_ICiri ·:h~ii.4!.:\ i
season, saJd It expej'!t.<I ~me~engmg eoo-. tlui~..ito be$3.25t0 t3.50 furqie fear end- .\- ·-l:!~.cn·: '."; ~--correC,tf:~.i-~~.:
nonuccllmate" tq~htin'ue rOf the «ftiu,l!f~iX' :: Jniit~ 31, ioo;J. Itruis amllial shJes, l!Xciud- .Qltf.elgY; I",!~,·-Til~~-'i ~
mon~ Asares't.tlt; !lCxjkctstbatsam~re • 'ing~:Fl.ng(:rhuL of about $1S.5 bUJion. , ., -'..SF..Ci-.ini-t.s·.acti,~in'~:~-1'~.
...'
H "'d' ,:~,~· ·"1 ~,:,., ::.:«; .~:, .. ,:~.. ,.:.~
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M Ki ·:. .,.,...
~.·,,,:"~\ ·~ ~1eroay;-'t1t1mp&.;ec1*~~o•j1.~
tnoriet.:i).~niiJty,,'''101"\'.
I. ij' .·
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. . '~~·,-;..•· .~ -··.'1-,0.·-:.' .. • • ','-:-I
z:.~ .-,.'..'D.ilifald. .fump
•.·. '.J·.. ·.•. ,.·_.,;~. (,\.~:;-~, . ,_., )''<-~ "- !:-:\.--.\' ·.;- ",,..-: ,•_.! ;.-:.·· ..
..:,;.-'.' a_
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.'r> n.,~.1m.1>t~s ie,~·;;
~as.Ju,~t S1*f~ :.-.·,./
. , Con/irmB(l.~ ~e,81 '"-· ,',·,-.. 1..,J.ThoughllfereJs1no·1ndu:.ationthatMcK::--, · _,.__.,. · ·' _.-, - " '··', tftent lh~was-too.V~t· ~-'.ll
. using inslitutt011al.:lnve"stnl~rit mOneY.r~:' :-.: in'SeY niay ltselfbeCoO\e a ~ubjCci:Ofinyesu: ·. ' ' ··),):' : .._'' ~" - .·,bose,_n D'Onlild_ Tnµilp •. ~:. -~{
tered its sCcijrltiiatlOii ._Skilts. anif irante'd.~ 1 :-'ga:tton;'lt(!(luld beCaught up··as a tiilrd party'. : ,the '~n1pany·s·chalfnHLti, said ..Trµm'p Ho-'·::-;/
it ~."to~:~P.ita)~ -~: ~~t?W-:~~ :.~Uid1e~;-·, iii' thC'·!iiY~~~-i~oit of.. ~~-.~Ii~.ri~/Legal :ex;\~-' te!so,~~:th~.N ~a~~l;·1)1:1illrrMaii!'~ ~hd!•;,:~
rates of majo( 011'.~mpaoies.1:1 ~: ._ -:~: . ···:;~~: perts,s,ay]\f~KihSey, unh~e tnron>~ laWyers, "olhercas1~os. mostol:them\rl "-Uant1c.City, . ·; '.t
:~:,-rhougt( suth"1_vr1uiigS -siggeSt ·MCKth"\ . - -and ~eooUijta.itts:hnlf'rio p'fivilegp,·or .eoftn· ,, ,-N.l. _\.' ,, ) tl .~ 1' .. 1: "··, -·..; • ,-.: , ~~·· ~;'.v,:.:t.~,~~
11I ·seyknewabqutE_nron'SexterniveLiseof(>ff· il:cntialltythatwould shield lttrom dlselos· · Federal secu_rities regulators are con· <
~: balallce sheet' tuni:ls; thefe is no lndic.ition· .Ing lnforniation to. government tnvestil{a· cerned that many compani~ are movliig ~
·"·lhat.-anyOne ·at_ the uirisU!ting firm: knew · tors.· .' ._ .- ,' ·. :.. ·' -· · ,; away from a foCuson reporting net inoome "t
11 ._rwly how Enron W.aS using thoSe p11;rtner:· :,, ., ,'.For, def.ades, McKinsey~ ~as :been. fC· · '.and__ instead are i:ssUing Pro fonna results
sh.ips. l.late last ~~ar. Erirori l:iad. to ,re~te · ·: v~_(e<)7:-even -(ea:W".--lOt ,J~ :innue~~e ,in ,r : t_h_a,t, ·exc,lude:- Items,. s~c~ . ,as specl_,l ~ r ti
1
four ye~rs:of earnings bea!IJS.'1 of improper bQardrooms and its extensive and pj)werful chal-ges, making their earnings IOOk"llS f,,
atcountlng tor some of thosC'ent1tteii:- · , old·boy network among niaJor;. corp9ra· good as possible; PrVtorrna financial Info~· -. 'ti
·A_ McKinsey iipdceslTia_n said it wa.S. a tions, IL<J alumni list roads Ii~~ il: who'.s ~'ho matloit isn 'fiJlegal;Dut It isn't prepil-ed1n ,_. ;,C
7!i-ye8.roldpo!icyofthefumn-0ttocorrunent Of the Fortune 500, Jnctuding. ~he likes_ Of accordance with gtinerally accepted ae· n
speeifi_callyo~(clle~t.matfei:s. _. mMCorp.ChJ_rfExEX:ut.iveI.:.ouc;tel'.ll.tner..J~ l oounting_prt~Ciples.:::-: -;' , . . ~,;_[;_ ,z,
· _ En~n '·-~ played. a:featured.role in' recent years, that,networkl!:as hel~d prt· , Wayne Carlin, director of the SEC's, "o:
M_cK1nse)l·partner" ·Mr. Foster's ·recent yately_heldMc.Kinseyy.'in l1.1~at.1y.e '?Ons~lt;. New .York office, said the'. action agafust. , D
bOOlc _. M~ative DestruCtion;", published 1ng contrac:tc; C~m companies·_.run by its 'l'rWnp_Hotels ls the first iffwhat pron1iSeS .· 1)1
last yeir. ~HoW. do the colicepts bf ~ntrol, .· rormer p~ers. , . · ·. ~ . _to be a Wider ~raci\down on the !,liiC of pro . , o1
_pet1)lliision and rtsk fit. together?~ asked · Mr. Ski1J1ng,a vi,tal bridge be~e~n,~cn;·. _:' :forrna rrulult.s: "If :we:find-ubuses fn· this; ,,.~
aiJthors Mr. Foliter and -Sarah Kaplan, a insey ru:td ~n~n. d~serib_ed McKinSar,s arr area we wiu Vigorously pursue them," Mr. ·-ta
foriner -McKiilsey einplOyee. '!£nl'l',ln off~rs proach in an internew WJth thl~ ne~SP,~p,e~ . Qµ'lin said, -~lmpanlcs that report 'pr0 '. It
'
I 011e- good exartip{e·Qf managing these ele- _in 19113,_th~eyeai;s ~fterJoining Enro'n, -I'ri fotma results sl1011ld explain' their calcula- ' ,<11
nlent.s to a favo~abl_e outcome." _· . the 01~ days, wed do ,~n~ project 4nd li9 tions; use a con_sistent approach and de
I .I Speaking_on belili.lrdf Mr Foster, a: McK·' · away•. he s«ald of hls days !il McKingey, 8ut ., Scribe· how the iprO.fonria numbers differ ' n1
irisey. spokesrn<iil,Siltl "the main th~sls·ot . over tu,1;1~· the relallon$hips got closer and from GAAP results, he said. He also urged·- ·:.iii
'.~~!r: ~~~~~-i8e·~~~~~e ~~a~ b'.~~fnnseyyfas Cf'~ti:il toE~~n:;s·~ assCt:' !::~~ft;r:xf~~~e t-;:~ts~hen _reading ·' ~~
OOmpanJcs have not yet found a way to
cha.nge at the pace lindscale of the markets
light .strategy, the noti_ol). of t)wlding_an in.:_
dustnal powerhouse with few h~ ~s~ts.
The s~ said Trump Hotels' calculation· sti
otprofotma resultS miSllldinvestors lntobe: ·'in
ho · ,,· -. , · · McKlnsey also ad\1sed Enron as 1t oonsld- . .
Wit ut los_lngcon~t. Enron dldn ~r~tw;n ered entering·new businesses! acc·(lrdingto lievingthat the strol].ger·th~Q-cxpectedper;. a.
I
calls seekl;ng i;omment about Mc·Kirl_:'.er ~
relationslup with Enron.
. McKin.sey has seen~ ti?'es or late.
former Enron executives.tn one McKins!!Y
Quarterly ahicle in 1 ~. the C(lnsultants
praised Enton's water-indllstry invest·
fo~ancecamef!'1>1n.opera~1oru:. ~mpH°:
tels chlefex~utiveatthehme,N1cho!as~i-
bis, s,a!d ~reVJousl~.thar the lack of 1~1t~al: .~
I The slowi.ng econo1ny has l'!lpa~ the
firm, forcing McKJn~ey _to tnm its w:ork
ment,"despitealackofobviruJSltnkages·to
energy,'~ they_ Wrote, "as a chance to l~ver-
disdosurewasam1stakeberawiethecom·
panywas rushlngout results before embark-
__ dr
i, t}.:
I
'
force la.<Jt year. McK1n_sey was embroiled
. in a public display of ttnger-polntlng with
age intangibles sueh as proje·ct manage.
ment, network operations, _and infrfL•itruc-
Ing on an .l~vestor road show.
, Mr. Rib1s, _who left th,e oornpany two
.sh:
sru
~ ctunese computer firm last year, an~ the· tlire development skills." The water foray ye~rst ago, sa.1d-_he wasn t aware of the . rel
t1nn parted wa,rs W!'!t Swissalr after an ended in diSaster last October, wheri Enron om_iss1on at the hme of the p~ss release. de·
11 ambitious plan it devised was blamed for took a $287 millton write-off to-exifthe buSi· , Th_roupl a spokesman_, Mr. Riblii yester· Ta
L Uie airline's collapse. McK!nsey declined
to comment on those relationships as well
nei;s. , .. -·. ~- -- ~·.: · .
.One former executlve who de.v~\Opcd:
day -noted that ·no company official was,
personally sanctioned by the SEC order.
. OP4
pn:
i Enron coul~ represent more than just andmanagedpowerpmject/isaidhc~_or- .I~
'. I an embarrassing client for McKlnsey. Its dered to check with McKinsey 'when ·he
Arter bond analyslii and news articles
qu<'stlon'ed the results. the Issue became an thi;
p!ung-e into bankruptcy has sparked .nu· wantedtomakean·areanetypeofgas.trans· embarrassment during U1c road show, in Pa1
·[ tnerous inve'stigations, as, congressional missil)n investment. AterunofMcKinseyex· which Mr. Rib ls and lltr. Trutnp we·re_trying Sci
.
; ;
'
•
leaders and others search to understand
· wh!l! drove Its Collapse, which jolted l'inan-
perts was ~ent to En1'1'Jn's Offices to check
out the deal. ~'fheywere all over the place,~
to drum up support ror plans to develop a
megar~sort on the .stte of the r.ompal)}''5
par
· uJe
$! c!al rtlarkets and left thousands of il.S .cur: he say/i, ' former W-Orld's Fair casino In Atlantic City. ter·
rent and Jormer .employees with little 'or Suggestions lhatMcKinsey was a "deci, Plans for that resort t1aven't proceeded. latE
no 11?til_:ement savings, McKinscy says it sion maker or a -ne~ssary review body on Shares· Of Trump Hotels were down .22 Wi.(
It
has not been _contacte([ by government in-
, vestigators regarding Enron.
~ . .
Enron's asset· investments .·are, flat-out
wrong,~ McKin~ey_says.
•
cents, or.113, to $1.73 at 4 p.m. in New
York Stock Exchange oompoiiite trading.
:<
sho
.ste1
t
..,."l
,, ..
'·
~·
. ' ~--··· ..
~.
:sion and risk fit f(_lgether?N asked Mr. SkiUing, avital bridge between McK- · forma results. "If we find abuses in this chairman of London-bas
lnsey and Enron, described McKinsey's ap· area we will vigorously pursue them,~ i\1r. ta.ncy Interbrand. "'Thel'l
I' ·
s Mr. Foster and Sarah Kaplan. a
McKinsey etnplOyee. "Enron offers proach in an interview with this newspaper Garlin said. Companies that report pro there is a market for fasl
l'lfl Pl"llmfllP ti( TllllflJBrinr> /hP-~P Pit'. in 1993, three years after joining Enron: "In forrna results should exnlain their calcula· out of adversity and sub
•I
-.
.. ,,........,,..., "'"'y<i.l•J'• o.:.IUIJ~ Ulct!Ulnomy. ::1ne
I
in New York Stock Exchange comlJ(X.'iite trad· admitted nor denied .. ~
Federated plans to treat Fingerhut as a"clls~ ing prior to the announcemerit,Federated the allegations bl.it -,'
oontLnuci:t operation .when it reports on Feb, 26 shares teu $1.13 to $40.74. • .' agreed to the cease. ;,
results for its current fiscal year ending Jan, The retailer said it expects inoome Crom op ,antl·dcsist order, say.· . J
31. Tile retailer, whicl't had a difficult fioliday erations-excluding , Fingerhut and ing the problem had ' '
season, sald it expects ~the challenging eco., chaiges-t.o be $3.25 to $3.50 for the year end·· been corrected , .
nomic climate" to oonlinue for the cornl ng six Ing Jan. 31, 2003, It haS annual sales, eitdud· quickly in 1999. The , '
months. As a result, it expects that same-store ~ Fingerhu~ or about $15.5 billipn. SEC, in its action yes·_~~~l'.
I 1
terday, ·Imposed n_o·,
"
I
I
McK.insey
· ,
Had
'..
Close
· ·
Eriron
.
Ties
· . ;~
.m'~~:'~f,'~~~ ..-•. ~:
75-yearoldpolicyofthetirmnottocomment of the FQrtune 50(1, 1n~ll1d1ng the hkes or accordance with generally accepted ac- n
specifically on client matters. IBMCorp.Ch!efExecunve Lou Gerstner.In counting principles.. ., : <'lJ
Enron also played a featured role in' recent years. that network has .helped pri- Wayne Carlin, director of the SEC's '-0
McKinsey-partner Mr. Foster's recent yatelyheldMcKinseywlnluc_rativecons~lt- New York office, sald the action against D
book "Creative Destntction, ~ published 1ng contracts from oompan1es run by its TnHnp Hotels is the nrst in what promises • OJ
la.st year. ~How do the concepts of control, tonner ~rt.ners. . . I. to be a· wider crackdown on the use of pro 01
permission and risk fit together?", asked . Mr.Skilllng,avital~ndgebet~cen~cK· · fonna results' ~re we rind abuses In this .cl,
authors Mr. Foster and Sarah Kaplan, a 1nsey~dEnron, d~scnbed McKinsey sap- area we will vigorously pursue thent," Mr. ·tilt!: I
former McKlnsey elnplOyee. "Enron offers proach in an lntemew w~t~ '!lis newspa~r Carlin said. companies that report pro
one good example of managing these ele· JO 1993, three yea~ after JOinin~ Enron: In fonna results should explain their calcula· Ol ·
ments to a favorable outcome." the ol~ days, we~ do one ProJe~t and go tions; use a consistent approa<:h and de·
Speakingonbeha\fofMrFoster,aMcK- a\Vay•. he:atdofhis.daysatMcKinsey.But sctibc how the pro.fonna nuinbers differ nE
insey spokesman said "the main thesis of oyer h~e. the relationships got closer and rrom GAAP result'\, he said. He also urged lh
Creative Destruction is that in the long nm bigger. · . .. ' • · investors to exercise care when reading bl '
markets outperform companies because . ~cKlnseywascent~al toEni:on s ass~t· reports of pm fonna results. th
companies have not yet found a way to light strategy, the noti_o~ of building an •n· The SEC said Trump J-fo!els' calculation sh
i:hange at thl! pace and scale of the markets dust~ial powerhouse with few hard assets; of profonna results misled investors Into be- in .
without losing control "Enron didn't return MclGnsey .al~o ad vis~ Enron as it c~nsid· lieV1nathat thestron=r-than-Cvn<>cted per· S.
. · ·
relation~hlp wtth Enron.
, ered entenng new businesses, accorchng to " 1.1v
calls seek.ihg ~mment about Mc-Kinsey s former Enron executives. In one McKlnsey fo11nancecamefromoperattons. Trun1pHo
'""~
cial markets and left thousands of its cur: he says. fonner World's Fair casino In Atlantic City.
I
rent and fonner employees Witt\ little or Suggest.ions that'Mcf\insey was a "deci· Plans for that resort haven't pnx:eedcd.
I no nitirement savings. McKlnsey says It sion maker or a necessary review body on Shares· of Trump Hotels were down 22
has not been contacted by government in· Enron·s asset investments are nat1>ut cents, or·11%, to $L73 at 4 p.m. in New
'1 vesfigators regarding Enron. wrong," Mc.Klnsey says. · York Stock Exchange composite trading.
'I ·'°' ·~
"
..,.. i.
02121102 12: 52 FAX 212 983 6008 1illoo1
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As It Beat Profit Forecast, !.B.M Said Little About Sale of a Unit Page 1 of 4
Technology
ll!!J• ~ !lorki!ilm"'
Movies
o'ifiiilQ 3. Wine
:Wuis V. Gerstner Jr., tB.M. 's
- even as revenue in most categories .::hicf execu~ive, will sle.;p down on
RC:.nHJ! & Gsrde!'I
FciShiOil 'lf'S'ti;ie had declined - because of increased March 1. LB.M. has met or
New York Tod0>y productivity and higher sales of certain exceeded quarterly earnings
crossword}Garnes estimate!\ since tho end of 1997,
CO?IO-Ori$ products.
MUilii.zihC Thomson Financi;;il/first Call
W.:ck:-in Review
reported.
Photos
To be sure, I.B-M. has not filed its
Coll!!!ge
fourth~ quarter and annual financial
MULTrr-.rEDlA
~~i~~~~;~)'J
statements with the Securities and
Exchange Commission, which the Ch_~rt: Making lls Numb~rs
tlciS"iitleds
company does not have to do until
1\1'9"!'"'M¢b1fu
March. Its scant disclosure of the sale
NYr·s1or·e was made in comments in a conference
R'E\.A"I'ED ARTICLES
~-Cf:l'rds & Mota _'Gcri.tilci"io"Sttip Down ai;
About NYTDIQit;;,I call with analysls and investors, not in a Cir:-.:1::..C'iii~!·(January 31'( 2002)
J6b'S at NYTD1gital federal filing. But the S.E.C. has recently
Oriline· MWia Kit
~~-i'\dWiilT$-¢y~- begun cracici:ng down on companies that
\l l: '>:!:lt·_/l. (' ~ ·:-.:~ have incomplele or misleading
Your Profile
disc]osures, even in their press releases"
E-Ma11
Get Stook Quotes
The transaction that generated $300 million for l,B.M came just a..." a
dismal quarter was ending. By the time the books were closed on the
fourth quarter of 2001, the company had rec.orded revenues lhat were
$900 million lower than a year earlier and $1 billion below what Wall·
Street had expected.
l
Still, 1.B,M. 1s profits beat Wall Street's estimates for the quarter by the '
atl-important penny a share.
lt was the type of ?Crforrnanc::e that Wall Street had come to expect
from Louis V. Gerstner Jr., T.B.M. 's chief executive, who will step
down on March 1, I.B.M. has met or exceeded quarlerly earnings ADllLRlC
http://www.nytimes.com/2002/02/15/technoJog,y/lSBLUE.html 2/15/02
02121/02 12:5J FAX 212 98.'.l 6008 .._ _. J,.AW....Q.fFIC.E.§._ ~004
· A~ It Beat Profit Forecast, lB.M. Said LitUe About Sale of a Unit Page 3 of 4
On Jan. 17, when l.B.M. announced its fourth·quarter results, there was
no disclosure about the amount generated by the sale or the COlllpany 1s
accounting of it.
'Ihe only 2J1ention of the sale was an oblique reference in its conference
call with analysts that day to discuss quarterly results. 11 0Ur intelleclual
property income and licensing royalties were flat in the quarter, which
included the sale of our optical transceiver business to JDS Uniphase, '1
John Joyce, I.B.M.'s chief financial officer, said in a statement at the
conference call.
During the conference caU, Mr. Joyce explained that earnings grew in
the face of declining revenue because certain areas of strength offset
those weaknesses.
http://www.nytimes.com/2002/02/15/technology/ISBLUE.html 2/15/02
02121102 12:54 FAX 212 98.'.I 60.o_s_ _. ~w OfEl~~s 141005
'AS It Beat Profit Forecast, LB.M. Said Little About Sale of a Unit Page 4 of 4
The lack of disclosure about the sale was disturbing to Jack Ciesielski.
editor of The Analyst's Accounting ObscrVer. ullow can they not
discuss it? 11 he asked. 11 The problem I have is, they're not telling you it
didn 1t affect earnings and they're not telling you it did. So what are you
to presume except the worst'!"
''But in the post·Enron era,11 Mr. Lowenfels said, "the focus will be
more upon the overall test for materiality, which is whether the
information would be important to a reasonable investor. 11
http://www.nytimes.com/2002/02/15/tcchnology/15BLUE.btml 2/15/02
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02/I 112002
DRAFT
Glasser LegalWorlci'
Program Schedule
Day One
Regulatory Environment
Sf•29Sil~ v8 0947.?00-0001
e0·d l- - - - - - OIJ
(b)(61.{bl(7)-:C)
L. 0J:61 G9Z ClC
c. 1"be Need FQr a Valuation Proet.'SS
3. Allocating IPOs and Other Partf6lio
Trades
4. The In<:.reasing Use of Sub~advisers:
What arc the Issues?
a. 'll1e Multi~Manager Fund The
Possible Section 1S(a) Exemption
b. Duty to Supervise Sub-advisers
5. The SEC's After Tax Performance
DisclosW'e Requirements: What are the
Lingering Issues? · e
Day 'fwo