Trump Hotels and Casino Resorts Inc

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Ol/16/02 WED 10:42 FAX 1 202 942 9596 SEC-ENF 8TH FL FICE i(lJ 00 2

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934


ReleaseNo. ,45287 / Ja.H.LJ..U.h.!J 16, 2002

ACCOUNTING AND AUDITING ENFORCEMENT


Re!easeNo. 7499 1 Janu.a~y 16, ZOOZ

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.

D. By knowingly or recklessly issuing a materially misleading press release, TllCR violated


Section IO(b) of the Exchange Act and Rule !Ob-5 thereunder.

SKfTUNG RESPONDt;~IT

E. THCR is a publicJy-held Delaware corporation. 'I'hrough various subsidiaries, it owns


and operates the Trwnp Taj Mahal Casino Resort (the 0 Taj Mahal") located in Atlantic City, New
Jersey, as well as other casino resorts. THCR and its subsidiaries file reports, including their tfna.ncial
statements, on a consolidated basis. The Company's comrnon stock is registered with the Conunission
pursuant to Section l2(b) of the Exchange Act and is traded on the New York Stock Exchange. The
Company's executive offices are in Ne\v York City, and its business and financia,1 operations are
centered in Atlanti<.: City.

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FACTS

The All Siar Gain

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.

The Earnings Release

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.'

-----····.. ­
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:

?'' Q 1998 3"' Q 1999 P<r s,1,ru;, 3"' Q 1999 Excluding


One-Time Gain
(In thousands)

Revenues $397,387 )403,072 $385,872

Net Income $ 5,312 $ 13,958 $ 3,048

EPS $ 0.24 $ 0.63 $ 0.14

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

Preparation of the Earnings Release

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

M. The Earnings Release was prepared by the Cornpany~s corporate treasurer


("Treasurer") and its chief financial officer ("CFO"), under the supervision of the CEO, WhQ approved
the contents of the Release and ma.de the decision to iss1.1e it. The contract of the CEO expired in June
2000 and was not renewed; he is no longer associated with the Company. 5

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.

Publication of the Earnings Release and the Aftermath

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.

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01/16/02 WED 10:45 FAX 1 202 942 9590

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:

Hotiorabie Brenda P. Murray


Chief Administral\vo Law Judge
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549-1106
l<b 1(6). (b)17)(C)
lJ.S. Secwities and Exchange Comm.iseion
\
Division of :Enforcement
450 s'" Street, N.W.
Wasbington, DC 20549-0809
l\b)(6) (b)\7i(C) I
U.S. Securities and Exchange Commission
Northeast Regional Offic;;:e
233 Broadway, 16" Floor
New York, NY 10279

Jay Goldberg, Esq.

Law Offices of Jay Goldberg, P.C

250 Park Avenue, 20"' Floo~

New York, NY 10177

Trump HQtels & Casino Re.sorts, Jnc.


Attn: Robert M. Pickus, Esq., General Counsl'!I
725 Fifth Avenue, 24th Floor
New York, NY 10022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
NORTHEAST REGIONAL OFFICE WRITER'S DIRECT DIAL
233 Broadway l(b)(6) (b)IJ)(C)
l\'ew York, N.Y. 10179

December 28, 2001

VIA FAX and FEDERAL EXPRESS

Jay Goldberg, Esq.

Jay Goldberg, P.C.

250 Park Avenue

New York, N.Y. 10177

Re: Trump Hotels & Casino Resorts, Inc. (NY-6625)

Dear Mr. Goldberg:

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

SECURITIES AND EXCHANGE COMMISSION

SECURJTIES EXCHANGE ACT OF 1934


Release No.

ACCOUNTING AND AUDITING ENFORCEMENT


Release No.

ADMINISTRATTVE PROCEEDING
File No.

---­ .•. ----· ··---------· ----­ --X


In the Matter of
ORDER INSTITUTING
CEASE-AND-DESJST
TRUMP HOTELS & PROCEEDINGS
CASINO RESORTS, INC., PURSUANT TO SECTION
21C OF THE SECURJTIES
EXCHANGE ACT OF 1934,
Respondent. MAKING FINDINGS, AND
ISSUING CEASE-AND­
- - - - -­ - - - --­ - - • - - - - - - -­ - - - - - -­ -X DESIST ORDER

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.

In anlicipation of the institution of these ceasc~and-dcsist proce:edlngs, TIICR has


submitted an Offer ofSettlernt;nt ("Offer"), which the Connnission has detennined to accept.
Solely for t11e purpose of these proceedings and any other proceedings brought by or on behalfof
the Commission, or in \Vhich the Commission is a party, and \Vithout adn1itting or denying the
findings set forth herein, except that THCR admits the jurisdiction of the Commission over it and
over the subject matter of these proceedings, THCR, by its Offer ofSett1cmcnt, consents to the
entry of this 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
(''Order'').
III.

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.

D. By knowingly or recklessly issuing a materially 1nisleading press release, THCR


violated Section l O(b) of the Exchange Act and Rule !Ob-5 thereunder.

SETTLING RESPONDENT

E. THCR is a pulllicly~held Dela\varc corporation. Through various subsidiaries, it


owns ai1d operates the Tri.m1p Taj Mahal Casino Resort (the "Taj Mahal 11 ) located in Atlantic City,
New Jersey, as well as other casino resorts. THCR and its subsidiaries file reports, including their
financial statements, on a consolidated basis. The Company's comrnon stock is registered with
the Conunission pursuant to Section 12(b) of the Exchange Act and is traded on the New York
Stock Exchange. The (;ompany's executive offices are In New York City, and ils business ai1d
financial operations arc centered in Atlantic City.

FACTS

F. In September 1999, Taj Mahal Associates ("T~j Associates"), a THCR subsidiary,


took over the All Star Cafe located in the Taj Mal1al 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, l 999. the All Star Cafo's lease
of space at the 'faj Mahal would be terminated and All Star would he relieved of its rental
obligations to THCR. In return, Taj Associates would receive the All Star Caf6's leasehold
improve1nents, alterations, and certain personal property. Because the ·raj Mahal was going to
continue to use the space as a restaurant, the Con1pany's outside auditor advised that Taj
Associates should record as operating income the fair market value of the leasehold
improvements, alterations and personal property reverting to Taj Associates. Based on this
advice and on an independent appraisal, and in accordance \Vith GAAP, Taj Associates (and, on a
consohdated basis, 'fHCR) recorded $17.2 million, the estimated fair market value of these assets,
as a component of operating incon1e for the third quarter of 1999.

The Earnings Release

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:

3" Q 1998 3rd Q 1999 Per Release 3" Q 1999 Excluding


One··Tin1e Gain
(Jn thousands)

Revenues $397,387 $403,072 $385,872

Net Income $ 5,312 $ 13,958 $ 3,048

EPS $ 0.24 $ 0.63 $ 0.14

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

Preparation of the Earnings Release

L. Historically, THCR announced its quarterly results in an earnings release that


included financial data presented in a fonnat similar to that of a Fonn 10-Q or Fann 10-K
financial statcn1cnt. An1ong other things, financial data in th'ese earlier earnings releases
itemized revenues (on a Company·-\Vide basis and also by property) by "Casino," "Rooms," "Food
& Beverage," and "Other." In the third quarter of 1999, however, at the direction of the
Company's CEO, and following similar nlodels used by sonle ofl'HCR's cornpetitors, the
Company adopted a less detailed, or "strean1lined," fonnat for the financial data contained in its
earnings releases. Unlike the nlore detailed fonnat used in earlier quarters, the new, streamlined
forrnat did not break out rever1ue ite1ns, but instead disclosed revenue as a single line item for
each casino. Thus, the stream lined format did not break out ''other revenue," the line-item
classification in which the $17 million onc~tin1c AU Star Cafe gain would have been reported
under the o Id fonnat.

M. The Earnings Release was prepared by the Company's corporate treasurer


("Treasurer") and its chief financial otlicer ("CFO"), under the supervision of the CEO, who
approved the contents of the Release and made the decisiot1 to issue it. The contract of the CEO
expired in June 2000 and was not renewed; he is no longer associated with the Compan)'·'

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.

Publication of the Earniniis Release and the Aftermath

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

SECtJRJTJES AND EXCHANGE COMMISSION

ADM!NlSTRATfVE PROCEEDING
File No.

------------------------------ x
In the Matter of

TRUMP HOTELS &


CASINO RESORTS, INC., OFFER OF SETTLEMENT
OF TRUMP HOTELS &
CASINO RESORTS, INC.
Respondent.

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.

On the basis of the foregoing, THCR hereby:

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:

I. Making findings that:

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.

D. By kJ1owingly or recklessly issuing a n1aterially 1nislcading press release, THCR


violated Section !O(b) of the Exchange Act and Rule !Ob-5 thereunder.

SETTLING RESPONDENT

E. THCR is a publicly-held Delaware corporation. Through various subsidiaries, it


owns art<l operates the Trurnp Taj Mahal Casino Resort (tl1c "Taj Mahal") located in Atlantic
City1 New Jersey1 as well as other casino resorts. THCR and its subsidiaries file reports,
including their financial statements, on a consolidated basis, The Company's 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, and its
busi11ess and financial operations are centered in Atlantic City.

FACTS

The All Star Gain

F. 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, lnc. reached ai1 agree1nent pursuant to which, effective Septe1nber 24, 1999, the All Star
Cafe's lease of space at the Taj Mahal would be terminated and Alt Star would be relieved of its
rental obligations to THCR. Jn return, Taj Associates would receive the All Star Cafe's
leasehold improvements, a]terations, and certain personal property. Because the Taj Mahal was
going to continue to use the space as a restaurant, the Company's outside auditor advised that 'I'aj
Associates should record as operating income the fair market value of the leasehold
improvements, alterations and persona] property reverting to Taj Associates. Based on this
advice and on an independent appraisaJ, and in accordance \vith GAAP, Taj Associates (and, on a
consolidated ba..r;is, THCR) recorded $17.2 million, the estimated fair market value of these
assets. as a component of operating income for the third quarter of 1999.

The Earnings Release

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:

3'dQ 1998 3" Q 1999 Per Release 3'd Q 1999 Excluding


One-Time Gain
(In thousands)

Revenues $397,387 $403,072 $385,872

Net Income $ 5,312 $ 13,958 $ 3,048

' 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.

EPS $ 0.24 $ 0.63 $ 0.14

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

Preparation of the Earnings Release

L. Historically, THCR announced its quatierly results in an earnings release that


included financial data presented in a fonnat similar to that of a Fonn 1OwQ or .Fonn I O~K
financial staternent. Among other things, financial data in these earlier earnings releases
itemized revenues (on a Con1pany-widc basis and also by property) by "Casino," "Rooms," "Food
& Beverage, 11 and "Other." In the third quarter of 1999, however, at the direction of the
Company's CEO, and following similar models used by some ofTHCR's co1npctitors, the
Company adopted a less detailed, or "streamlined/' format for the financial data contait1ed in its
earnings releases. Unlike the more detailed fonnat used in earlier quarters, the new, strea1nlined
fonnat did not break out revenue items, but instead disclosed revenue as a si11glc hnc item fOr
each casino. Thus, the streamlined format did not break out "other revenue," the line~item
classification in which the SI 7 million onc~tin1c All Star Cafe gain \vould have been reported
under lhe old format

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).

M. The Earnings Release i,.vas prepared by the Company's corporate treasurer


("Treasurer") and its chief financial aflicer ("CFO"), under the supervision of the CEO, who
approved the contents of the Release and made the decision to issue it. The contract of the CEO
expired in June 2000 and was not renewed; he is no longer associated with the ('.ompany. 5

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.

Publication of the Earnings Release and the Aftermath

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).

V, Th\ls 1 an issuer that knovvingly or recklessly makes false or misleading statements


in public announcements to investors, including press releases and other public statements,
violates Section 1O(b) and Rule I Ob-5. See SEC v. Koenig, 469 F.2d 198 (2d Cir. 1972); S..J'!_C_y,.
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 Ca., 401 F.2d 833, 861-63 (2d Cir. l 968)(en bane), £!l!1
denied, 394 U.S. 976 (1969). Jn Public Statements by Corporate R~presentatives, Securities Act
Rel. No. 6504 (January 1984), the Commission reminded registrants that Section lO(h) and Rule
1Ob-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. ill ~l!l§.Q Jn re Carter-Wallace, Inc. Sec. Litig., 150 F.3d 153 (2d Cir. 1998)
(advertisements by issuer can be "in connection with" the purchase or sale of securities);
Sunbeam Co02oratjon, Exchange Act Rel. No. 44305 (May 15, 2001 )(issuer violated Section
IO(b) and Rule I Ob-5 when it disseminated materially false and misleading press releases).

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_

TRUMP HOTELS & CASINO RESORTS,


INC.

By

STATE OF )
) ss.:
COUNTY OF )

On this _ _ day of ______ 200_,before 1ne persona1ly appeared _ _ _ __


------c-c:-=--' to me known to be the person who executed the foregoing Otier of Settlement
on behalfofTrump Hotels & Casino Resol1S, Inc..

Notary Public

My Corrunission expires: _ _ _ _ _ __

11

CERTIFICATE OF INCUMBENCY

The undersigned,____ --~---------, Secretary of Trump Hotels &

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.

Narne and Title 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_

Secretary of Trump Hotels & Casino Resorts, Inc.


TRUMP HOTELS & CASINO RESORTS, INC.

CERTIFICATE OF CORPORATE RESOLUTION

!, - - - - - - - - - - - - ' ' do hereby certify that I am the duly elected,

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

VOTED: That , the


0f
-------------
Trnmp Hotels & Casino Resorts, Inc. (the "Coiporation"), be and hereby is
authorized, for and on behalf of the (~orporation; to approve an<l execute the
"Offer of Settlement of Trump Hotels & Casino Resorts, lnc.," attached hereto as
Appendix A, and the aforen1entioned officer be and hereby is authorized to
undertake such actions for and on behalf of the Corporation as he n1ay deem
necessary and advisable, including the execution of such documents as may be
required by the Securities and Exchange Commission, in order to effectuate the
foregoing.

I furtl1er certify that the aforesaid resolution has not been an1ended or revoked in any respect and

is still in full force and effect

IN WITNESS Vi/HEREOF, I have executed this Certificate as a sealed instrument as the

duly elected, qualified, and acting Secretary of Trump Hotels & Casino Resorts, Inc. 1 hereunto

duly authori;i:ed this _ _ day of _ _ _ _ _ _ _ _, 200 .


FAX
Number of pages including cover
sheet:

Phone:
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phone:
CC:

D Urgent D For your review D R~ply ASAP D Plea~e con)mt:nt


l .2/.28/.2001 13: 04 FAX (b)(6) US SECURITIES & COMli !ill 001

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*** TX REPORT ***
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TX/RX NO 0815
CONNECTION TEL 12129836008
SUBADDRESS
CONNECTIOJll ID LAii' OFFICES
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m tho FrooGom o' n'ormutior &nd "'rivacy Ac'.

l='i!ge 00'.)7o'1:!40

Wrihh$ld pur~~en'. to $~~mpticr

(bi(b)

of ·h~ ~m~dom of lrforrnation ar ~ Pn,·a·~; Act


PJ.JO ()()38o'1240

Withheld pLirsuan: to e~emptior

(b;.. 5j

of '.he ~re&cimn of lrformat1on ~rd Privac; Act

:>aga 0039 of 124C

'Nitl'hsld pl.rsLiant to sxemption

1b)•51

o"the Freedom 01 n'mmation and Privacy Act

::lage OC-40 of 1240

\Nlltheld p~rsu~nt '.O e1.~mp'.1on

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o' the Fraadorn of n'<:>rrne.ti<:>r tnci ::>rivaey Ac~
Pag~ 1)1)41 o' 1~41)

Withhelci purs~an: to exemptior

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UNITED STATES
SECURrms AND EXCHANGE COMMISSION
NOR11IEAST REGIONAL OFFICE
233 Broadway (b)(6),(b)(7)
New York, N.Y. 10279

NORTHEAST REGIONAL OFFICE

FAX FORM

Please deliver this document to:

Name: Jay Goldberg, Esq. - Room 1737

Finn/Division: Loews' Miami Beach

Telephone: (305) 604-1601 Rm. 1737 Fax: (305) 604.3999

Total pages (including cover): J..lf


Sent by:
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Date: December 28, 2001


lJNITED STATES
SECURITIES AND EXCHANGE COMMISSION
NORTllkAST RkGIONAL Ol'FTCE WRlTER'S vnu:cr I'll,\).
(b){6J,{bi(7){C)
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NelvYork,N.Y. 10279

NORTHEAST REGIONAL OFFICE

FAX FORM

Please deliver this document to:

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Total pages (including cover): .J,lf


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Date: December 28, 2001

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
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12/26101 17:29 FAX 212 9S3 6008 LA\1' OFFICES ~001

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TELF.PHONF. (212) 95:3-·6000


FA.CSIMIL.E (212) 983.sooa

facsimile Cover Sheet

Date: December 26, 2001

Re:
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To: _
l

At (Name of organization): SEC

11 1
Fax number: ._l{b_"_"_"_H_'_c__ _ _ _ __,

Telephone number: 6_1r_6_).(_b1_rt_.1(c_1_ _ _ _ _~


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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
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(b)(5)

(b)(5)
I MEMORANDUM
~-------~

DICTATED BUT NOT PROOFREAD

CORRECTED VERSION
(b)(6), (b)(7)(C)
TO:

FROM: Jay Goldberg

DATE: December 26~ lUOl

RE: SEC )fatter

This is without prejudi<eto my dbcussing this withLl(b_i_15_i,_lb_l1_7_11c_"i_ _ _ _ __,

to THCR and tol(b)( 5l lwho handled the matter with the NY office.
~---~

1wou Id remJn~Llb_J_15_J-~rtl(b)(5) rpeciilc remarlc that the Commission

bas no intention of tarring Mr. Trump.

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

VIA FEDERAL EXPRESS


Richard Posen, Esq.
Willkie Farr & Gallagher
787 Seventh A venue
New York, NY 10019

Andrew J. Levander, Esq.


Swidler Berlin ShereffFriedman, LLP
405 Lexington Avenue
New York, N.Y. 10174

Re: Trum~ Hotels & Casino Resorts, Inc. fNY-6625)

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

Verv tn1lv vours


Cb)(6).(b)("r)(C)

Enc.: as indicated
UNITED STAlES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE ACT OF 1934


Release No. I , 2001

ACCOUNTING AND AUDITING ENFORCEMENT


Release No. I , 2001

- - --- --- - -- -- - - ---- -- -- - - - --- - -X

Report of IDvestigation in the Matter of

TRUMP HOTELS &


CASINO RESORTS, INC. and
NICHOLAS L. RIBIS

- - - - - - - - - - - • - - - - - • - - - - - - - - - • - - -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

THCR is a publicly-held Delaware corporation, Through various subsidiaries, it owns


and operates the Trump Tai Mahal Casino Resort (the "Taj Mahal") located in Atla~tic City, New
Jersey, as well as other casino resorts. THCR and its subsidiaries file reports, including their
financial statements, on a consolidated basis, The Company's common stock is registered with
the Commission pursuant to Seclion 12(b) of the Exchange Act and is traded on the Nev.• York
Stock Exchange. The Company's executive offices are in New York City, and its business and
financial operations arc centered in Atlantic City. Nicholas L. Ribis, 56, was, from June 1995
until June 2000, President, Chief Executive Officer, and a director of TIICR.2,/

The All Star Gain

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.

The Earnings Releuse

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:

3"' 0 1999 Per Release 3"' Q 1999 excluding


.A!L!i.\llr Cafo Gain
(In thousands)

Revenues $397,387 $403,072 $385,872

Net Income $ 5,312 $ 13,958 $ 3,075

BPS .$ 0.24 $ 0.63 $ 0.14

Preparation or 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.

Publication of the Earnings Release and the Fallout

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.

III. 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 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."

To vlolate the antifraud provisions, a misrepresentation or omission must be material,


meaning that a reasonable investor would have considered the misrepresented or omitted fact

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,;'">---~

Ct. 1375, 1381 n.12 (1976). (b)(5)

(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

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE ACT OF 1934


Relea'e No. I , 2001

ACCOUNTING ANB AUflll'JNO ENrORCEMEN'f


ReleMe No. / , 200 I

---- -- - -- -- - - - - -- - - - - -- -- .......... x

Report of Investigation in the Matter of

TRUMP HOTELS &


CASINO RESORTS, INC. and
NICHOLAS L. RIBIS

---------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· ­

]·~:::-~,o~·~fo~~~,~··~tie~--~-r~~j'fe~n~·b~~g~-Li~-''~"'~~i:hi--:re:~uIU ·Ot 010-ro· ~ratto-n1;--"-b6Cllu~e.:1t"e:&;.;;·-~"~ ·


1
,
-:·"'n-"""U'·""··:;'t .,, ,, ..._, , . ·,.•._.lirfi'g;1·, s-nn8'.b_,;'fi:-,J'·e,ithi"li1{' f;;
!U..Q@o................ ~- ...

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

THCR is a publicly-held Delaware corporation. Titrough various subsidiaries, it owns


and operates the Trump Taj Mahal Casino Resort (the "Taj Mahal") located in Atlantic City, New
Jersey, as well as other casino resorts. TIICR and ils subsidiaries file reports, including tl1eir
financial statements, on a consolidated basis. The Company's common stock is registered with
the Corrnnission pursurult 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, and its business and
financial operations are centered in Atlantic City. Nicholas I.. Ribis, 56, was, from June 1995
until June 2000, President, Chief Executive Officer, and a director of THCR.y

'l'he All Star Gain

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.

The Earnings Release

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.

The Release did uotf.~il~~ dis~\9se,_h~wever,


1 that the C:S?PlP,}.aY.Ji~~~ea;14\ttiiilliori
net ~~,f,~~~..~or th.e_g.urr include~~fu1:'uriU/u~~1 o~e-til~e ~-~Jp bf :$J7.2;·nii!li6frires~It~ng from
the ~~!.1lllnat1on-0f ·the All Star Caf~ lease te11nu1attou.;21 ~he Company s $14 1111lllnu nm
fo11ua 11ct it1co111c was based in patt ou the $17.21nillio11 011e-ti111e gai11.

Wnil;iiQU of the Con1pany's statements in the Release ~~Vt'{b@~ literally true,


the Release taken as a whole was misleading. The Release u-sedtoli1ea m,r
fonna numbers that
expressly excluded the one-ti1nc charge and it-highlighted the Company.t.~s increased operdting
margi~_~_,_decreased marketing costs, and increased cash sales from non-casino operations, while
faHingb~t°fiihed "to disclose the impact of the one-time gain.!!f Thus, the Release created the
. .,.~ 3J>~3fr im·s1e~dfi1 impression that THCR's third-quartet~ results had
exceed:xt anal, sts' expectations-sote!-y because management had been effective in improving the
Company's ~ atifi. · rfonnance..~/

"fhe table below illustrates the impact of the oneMtime gain on the trends reported in the
Earnings Release:

3"' o 1998 l#ifi11992·0 eti1~ 3"' Q 1999 Per


lc~a~sc---43'ro Q 1999 e1teltttiiH~
"R"'c..
AllJstar care

(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

tiet l11co111c $ 5,312 $ 13,958 $ 3,875


I - .-. ~

EPS !ia§&,872

iil~tfi.lA: $'90~589. l'i@66 $' .itiJ;'l66

,­ [~'8".29~ lh'it:ootsru ~<aJBtrs

$ 0.24 $ 0.63 $ 0.14

Preparation of the Earnings Release

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

§J The $14 _million net-income·before-World's~Fair-closing-costs figure touted in the text of


the Release is the result of a 36% reduction to the $22 million income figure to account
for the minority interest. held by a limited partner.
~ 17~·"'1ii:'"-/-~-\:!.:-"'- ·. - -~~:.~~:--_-,
:su:oorV.1sion;:.piCpRtC:d.'.lh'e1 ;text!7/~
~ re~''"~- m
Although the ~.,~J- f'..the. elease used tlte illQ fo1111a net incontc
figttre, ~~hich expressly ~C,~~Iudcd.~_1e oue-tinr_c:: 'l/otld' s Fait ch3:!J~f~~,~1-~ th~~ ~a§o~ _itn~9
that ~Fl! pto fen nta netPte~incoh}S?bcfOW'Uie·one-timC,,charge.::th~~·~!JBl~!!i~:j~_ID11t~-~§_!@
iha:t sUcli income reflected sotelrthe results of on::-going operations, neither the tex.t-ofthe
R.i::lcasc ,nor .~~}!££,9.ffiP. i!PYJ~g fi_2an~ial data disclosed the cxistcuec Or i111pact of.the one-time
gainltibm.me:-A11:s faf:Ciife·lrans·actio1l­
Publication of the Earnings Relea."ie and the Fallo11t

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."

To violate tlxe autiftaud p1o~isio11s, a u1is1cp1cse11Lltio11 01011tissio11111ust be i11ate1ial,


111ea11i11g t:ltal a 1easo11able i1111csto1 would lta~e co11sidc1cd Ute nristcp1ese11ted 01 011rittc.d fact
i111po1 Wilt wltcn dccidi11g wlicthc1 to buy, sc.11 01 hold tlie secutitles in question. See Basic Inc. Q.
!&•inson, 485 U.S. 224, 231 32, 108 S. Ct. 978, 983 (1988). l'<> eoMtitute a violation, titc
rnatc1.ial ulisstaten1cnt 01ourission111ust be n1adc with scic11tc1. /ca1011 '·SEC ~46 U.S. 688,
791-02, 108 S. Ct. 1945, 1958 (1980). Seiente1 is defi11ed A$ "a 1ncntttl state e111brach1g intent to
decci vc, 111a11ipulate, 01 dcftaud.'' E111st & E111st v. Ilocl1feldc1, 425 U.S. 185, i93..94 11.12, 96 S.
Ct. 1375, 1381 n.12 (1976).

---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

'ffect or·chan c 'n ac ' . i e 14 ilr use ot RtQ foQTI_q 1t1111'2G1.r


hai· r~sented eamin~s·arid income before' h one-tlrne °Char ci, and the presentation of tttru!e pm
~ · u be as a measure of the Company's operating results, made the
undiscJosed inclusion of a $17-!t millionJ one.time gain in the Company's p•o fvtgia 11ct
~ n1ateria11y·mislcading. The one·tirne gain Was material to the Eru.n_!r!,&$.__R_~_t~~~~
because it':represented the difference between RS'Siti •c t1c11ds i111e~c11ups an£! 9g111ipgs g11d
· · ' ,...~).!1gJ1ble to report a $14 rniJlion profit for the guartei
· , · ·· 10s and the difference between exc~m,!!R;. a11AI ysts' expectations and falli!!t; sho1 t of
tl1e1n, Tl1bs, tl1c 0111issio11 of i11fo1111ativ11 abouth oositiv-e trend ln-e_111niD£fiJ:!!.th~LJh_~_n_fl n_egativ~
bne. Because the failure to discfosd the one-time gain obscu1cdhiasked a negative trend and a
~ailu~ to meet an~lysts' expectation~, a11d ,t11e1efo1e c~nld 1easo11ably ha;e led a11M y~ts a;1d
111 v~.s101 s to d1aw 111accu1 ate co11clcis1ous avout TllCR s gyffi ~51!~ !:::S'tllts1t \vas matenally,_
fuisleadihg. See Ganino v. Citizens Utilities Company)28 F.3d 154. 163·66 C'.l"iCjr. 2000)
tmjs©portlng of income to 'conceal issuer's failure to meet eam!ngs ex.pectutionS {if,ct to sustaJQ
batn_ings trend may be material>. Sec also Staf.f Accounting Bu1Jetln No. ~9. . . !Lc;;fB._J~Q!1.2111
SubPan
' .
8 (Aug.·19, 1999) (factors that may rCnder Tnatcria! a quantitatively small mis&Jat~m.~OJ
tn a financial s~atement inc!qQ!;l..!-Y:b.~.tb~r ..!_~~-~j_§!~~!~ment m<1sks a trend or hides a fajJure to meet
.
_nft-1.YSts' expectationSi.

!!/(... 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

~t.t.d.h!dm.b1!i! JQ. ~ one-ti me gain.

i come and earn in s from Q11go.!.n&.P.P.~I.~ti0.n.s. a11Q· tb.u


· 1 a ' i:r im ression that the Coin an- had exceeded eamin ~
X' elations .tbfQ_lJ.&b_.Qp~r._~JiQ_Q_~l_)__filQrovements. Where' an issuer (and an individual cornorate
b~ficial) acts'· \Ni th scienter to create a false impression as to~ bJ_aterjal issue. while withholdinJ
Jnforrn~tion necessw__ ~_Q_~n-~-~!~J~~~ that the 1mp1'ession ls irlisleading, the is~ucr (and thd
!?fficiall violates Section !O(b) of the Exchange Act and Rule !Ob-5 thereunder.

2l(a)Report8.wpd Nov 6, 2001


!V 27101 THU 17: ~Axj(b)(6),(bl(7)(C) SEC OFC SECRETARY !Q] 001

United States

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FACSIMILE COVER SHEET


OfflCE Of THE se.cRETARV

Oate:December 27, 2001

Please deliver the following pages to:

Name

rb)(6) (b)(7)(C)

:b){6),{b){7\{C)
From:

Total Number of Pages· _ _ (including cover sheet)

Message:

If you do not receive all the pages, please call back as soon
as possible to: (202)942-7075

To transmit to us call (bJ1 6111'11711c1


1:.:1:.:7101 THU 17: 50 FAX (b)(6) (b)(?)(C) m1"11"'1"rb"1""'r"1------.·RY ~(b~ll~,,~,b~)(~7)~(C~)------~ 14!002

UNITED STATES OF AMERICA


,i Before the
Sm;UR!TrES AND EXCHANGE COMMISSION
(b)(5)

--------------------------·----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.

In anticipation cf the institution of these ceaseMaud-desist ptoceedings, Trump Hotels has


submitted e.n Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for
the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission,
or in which the Commission is :a party, and without admitting or denying the findings set forth herein,
except that Trump Hotels adro5ts the jurisdiction of the Commission over it and over the snbject rnatter
of these proceedings, Trump Hotels, by its Offer of Settlement, consents to the entry of this Order
Instituting Cease-and~Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of
1934, Making Findings, and Issuing Cease-and-Desist Ord~r ("Order").
PJ.JO ()()(\/ o' 1240

Withheld pLirsuan: to e~emptior

1b}(5'•

of '.ho ~re&cimn of lrformat1on ~rd Privac; Act

12/27101 THU 17: 51 FAX l(b"!(6),(b)(7)(C) SEC OFC SECRETARY @oo"

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

E. Trump Hotels is a pubhclywheld Delaware corporation. Through various subsidiaries, it


O\.VTlS and operates the Trump Taj Mahal Casino Resort (the ''Taj Mahal'') located in Atlantic City, New
Jersey, as well as other casino resorts. Trump 'Hotels and its subsidiaries file reports, inc.luding their
financial statements, on a consolidated basis. 1'he Company's common stock is registered wjth the
Com.mission pursuant to Section 12(b) of the Exchange Act and is traded on the New York Stock

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

Tb• All Star Gain

F. In September 1999, Taj Mahal Associates ("Taj Associates"), a Trump Hotels


subsidiary, took over the All StM" Cafe located in the Taj Mahal Casino from Planet Hollywood
International, Inc. On September 15, I999, Taj Associates, Planet Hollywood, and the All Star CafC.
Xnc. reached an agreement pursuant to which, effective September 24, 1999> the All Star Caf6's lease of
space at the Taj Mahal would be tenninated and All Star would be relieved of its rei:ital obligations to
Trump Hotels. In return, Taj Associates would :receive the All Stat Cafil's leasehold improvements,
a1terations 1 and certain personal property, Because the Taj Mahal was going to continue to use the
sp3ce as a restauran1, the Company's outside auditor advised, in accordance with GAAP, that 1·aj
Associates s.hould record as operating income the fair market value oftl:u: leasehold improvements, LJb)(5)
alterations and personal property reverting to Taj Associatt:S. Based on this advice and on au
independent appraisal, Taj Associates (and, on a consolidated basis, 'frump Hotels) recorded $17../
million, the estimated fair market value of these assets, as a component of operating income for.frhlrd­

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

earnings; exceeded analysts' expectations, stating:

(b)(5)

1
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 ~
5
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:

;im Q 1998 3'' Q 1999 £er Release 3" Q 1999 Excluding


Qn~-Iime ~ain
(In thou5ands)

Revenues $397,387 $403,072 $385,872

Net Income $ 5,312 $ 13,958 $ 3,048

EPS $ 0.24 $ 0.63 $ 0,14

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,

6
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

Preparation of tbe Earuiogs Release

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.

M. The Earnings Release was prepared by the Company's corporate treasurer


("Treasurer") and its chief financial officer ("CFO'J, under the supervision of the CEO, who had final
a·uth.ocity over the contents of the Release. 5 When the Release \Vas issued, Trump Hotels kne\v that the
estimated fair :n1arket value of the All Star. CafC lease termination would be recorded as part of operating
ir1corne for third-quarter 1999 and that the estimated fair market value of the transactJon was $17 .2

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.

7
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.

Publication of the Earnings Release and the Aftermath

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

• I

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.
I

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12/27/01 THU 17:fi.'I FAX (b)( 6 ),(b)(?J(C) SEC OFC SECRETARY [g]o10

(b)(S)

o ered their 1999 RPS estimate from -$1.17, c~ritained in their initial report on Tn1mp Hotels' third­
uarter results, to ~$1.64. 7 :
' .
Q, On October 25°', the day the Eanj.i4Ss .Release was issued, the price of the Company's
.__ _ __,,tock rose 1.8 % (from$ 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
. I;
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.
: :I
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Trump Hotels Violatrd Section IO(bl of tbe :r.jxCb!f"O.t.E!_Jli!and Rule lOb-5 Thereunder

S. Section 1O(b) of the Exchange Abtl~d Rule 10b~5


therelll'l.der make it unlawful, in
connection with the purchase or sale of seeuritids,;~·to make any untrue statement of a material fact or to
omit to state a material fact necessary in order t~ xllake the statements made, in light of the circumstances
under which they were made, not misleading. 1' I r
I '
T. To violate Section lO(b) of the E~~hange Act arid Rule lOb-5 thereunder, a
mi,qr~prescntatio~ or omission must ~e materi~q ~eanirig f.hat a rc~~nablc investor would have
considered the rrusrepresented or ormtted fact l~~?rtant ~hen deciding whether to buy, sell or hold the
securities in question. See Basic Inc. v. J:.eviimlni:485 U.S. 224, 231-32, 108 S. Ct 978, 983 (1988).
To constitute a violation, the material misstateniefit or omassion must be made with scienter. Aaron v.
SEC, 446 U.S. 680, 701-02, 100 $. Ct 1945, l~S? (l 980)f Scionter can be shown by knowledge of CJ("
the m1s1epiesentabon and, m the Second C1rcwi, by reckless disregard for the truth or falsity of a b) o)
I •I I
rvpr1;:si;;ntation Sirota v, Solitron Deyic9c., i6~3 F.2d 566, 575 (2d Crr. 1982) 1 cert derut;d. 459

~ ~ortJo~
I ' ,

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
1
E3rilings Release appeared in the Atlantic City
f!w. j.11;- '
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THU 17: 53 FAX (b)(6) (bJ(7)(C) SEC OFC SECRETARY (41011
I I

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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
1

t e
1

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

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
I

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.
'

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.
I
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
I

'
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

SECURITIES AND E CHANGE COMMISSION

m(b~)(~5)c--~~~~~~~~~

ADMINISTRATIVE PROCEEDING
File No.
i
------------------------------ x
In the Matter of

TRUMP HOTELS & . ·.


CASINO RESORTS, !NC,, ;~ I . OFFER OF SETTLEMENT
OF TRUMP HOTELS &
CASINO RESORTS. INC.
Rf;'lspondex:it

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 ).
•I
! ll.

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)]
i:
m.
On the basis of the foregoing, Trump,' otels herciby:
12/HIOI THU 17''5 FAX (b)(6),(b)(7)(CJ SEC OFC SECRETARY ~015
!'

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$ist Order (''Order'').
! i
B. Solely for the purpose ofthose ~r~ceedings iUld "'Yother proceedings brought by or
on behalf of the Commission or in which the ~~:$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

;,
!j"
1. Making findings that ,,
,1 '1
!

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
1

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
1

analysts' earnings expectations. ..! .


' .
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B. The Earnings Release was rnat'. lly misleading because it created the false and
11
mislt;ading impression that the Company had eeded l;!!Urti.iues expectations primarily tl1rough
1
operational improvements, whi;n in fact it had t. The Release expressly stated that the net income
figure excluded a one··time charge. By statin~lt t thiS ortci~tirne charge was excluded, the Cou1pany
implied that no other significant one-time items ere,included in its stated net income. Contrary to that
,I :
implication, ho\vever) 1he stated net income inC ded :an undisclosed one~time gain of $17 .2 n1illio.n.
:1: :
C. The misleading impression cre'~t by.'fue reference to the single one·time charge and
the undisclosed inclusion of the one~tim. e gaul]vdas reinforced by the comparison of the stated eamin~
per-shaJc figure wlth analysts' earnings estim~t and by statements in the Release that the CornpanyL_J
bee11 successful in improving its operat1ng peft a.D¢e. In fact, without the one-time gain, the
Company's revenues and r1et income would b.~ ' de'~i-'ea.sed from the prior year and the Company
would have failed to meet analysts' expectati~f : Th.1b. undisclosed one~time gain \\1as thus material,
1
because it represented the difference betweerllF siti\,'.e trends in revenues and earnings and negative
trends in revenues and earnings, and the diffet~; 9e betWeen exceeding ana1ysts' expectations and falling
short of them. l i '
D. By knowingly or recklessly is~i g. a:·materially misleading press release, Trump Hotels
5
~(b~)(=~)-~viol>lted Section IO(b) of the Exchange Act a#i.. ul~.\Ob-5 thereunder.
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S ETTLING RESPONDENT
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10/27'01 THU 17:55 FAX (b)(6).(bl(7)(C) SEC OFC SECRETARY ~016

E. Trump Hotels is a publicly-he14 elaW!ire corporation. Through various subsidiaries, it


owns and operates the Trump Taj Mahal Ca.sirio · esoft (the "Taj Maha1' 1) located in Atlantic City,
New Jeraey, as well as other casino re.sorts. ··r · p H0tels and its subsidiaries file reports, including
their financial statements, on a consolidated b~si . ·'Thie Company's common stock is registered with the
Commission pursuant to Section 12(b) of the *x ~Se Act and is traded on the New York Stock
Exchange. The Company's executive offices~. in
· operations a.re centered in Atlantic City, : ·:I·
*w
York City, and its business and financial

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FACTS
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Th• All Ster Guin
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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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e Earnings Release
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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

1

of $81.4 million. Using this "pro forrna" net ilicl~n.'~·1;:the Release announced that the Company's
1

quarterl eami:n s exceeded analysts' expectat o ,·s 'ting:


lb)(5)

H. The Release fostered the false 1


• i ,bading impression that the positive results and
1111pravement from third-quarter 1998 announ e !t?Y .~ e Company were primarily the result of
operational improvements. In the Release, T , tels' chief exec:utive officer ("CEO") was quoted
as Sa)'!· TIO': I
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Oi.:.T focus in 1999 was three-fold: fi !m ase our operating roargins at each operating
1

entity; second, to decrease our market" ¢.O ~ .and third, to increase our cash sates from our
1

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,
! ':!:
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.

l
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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
"

:·MJ?LQ_.fQTI'!lM E·PS. '') The Release also used


t ffi.ned as earnings before interest, taxes,

depreciation, amortization, corporate x and the $81,4 million Trwnp World's Fair

closing charge.

The financial data contained in the R' e


included figures for net inc:ome (loss) and
eaming.~ per share for the quarter that i : liance with GAAP, included the World's Fa.ir
charge. Those figures were, respectiv l · a $ of$67.4 million and earnings per share of ~
$3.04.

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l :.!/:.!7 /01 THU 17:56 FAX (b)(6).(b)(7)(C) SEC OFC SECRETARY l© 01 ll
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L ,. 'iful
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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3" Q :?" O 19 •Rdikase 3'' Q 1999 Excluding


·:\f One-Time Gain
(fo thousands) ' I I
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Revenues $397,387 $403,07: :" i I :I $385,872

Net Income $ 5,312 $ !3.9SS


ii ' i
$ l,048
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EPS $ 0.24 $ 0 63 111 s 0.14

K. The Earrungs Release was mis, :a i~ .


lrhe Release used pro fo™ numbers that
implied that all significant one~time items had
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x¢luded, when they had not. The Release
compared the proforma EPS to anal)'l!ts' expc t ; ~t.r quarterly BPS, which are generally and were
in this case calcvlated 011. the ~asis of continui, ~ ~. s operations, thus reinforcing the false
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implication that all one-tune Jtems had been e c udbd~ ;, oreover, the Release highlighted improvements
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in the Company's operations, i.e., the Compar ' li~


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i~ed operating rr,argins, decreased marketine
CO'it..:: 1 and increased cash sales from non~casi:ri J p . ,:~.os. By making these representations about
3

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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Although the statements about increa~tdll>!lioifal"1g


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margins, decreased marketing costs, and
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inc:reased cash. sales from non-casino '
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were nominally true, in the context of the

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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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e earlier e:amings releases itemized revenues (on a


Compnny~widc basis and also by property) byi 11 <1!.·~1i,." "Room.<i)" '1Food & Beverage," wid "Other."
In the third quarter ofl999, however, at the dire ~ oftlie Company's CEO, the Company adopted
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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
. '

M. The Earnings Release \Vas P~t:P. !the Company's corpQrate treasurer


("Treasurer") and its chief financial officer(". der the supervision of the CEO, who had final
authority over the contenrs of the Release, 5 :\\'.h , , :Release was issued, Trump Hotels knew that the
estimated fair market value of the All Star Cafe ',termination would be recorded as part of

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

of the $17 .2 mil hon one~time gain. i

Pub' of the Ear · term a.th


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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 ~
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~ 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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the lack of detail in the Earnings Release, li


speak to every analyst who had been on the h~~D.
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ci, call to explain the All Star Caf~ transaction_ In
additlon, the Company decided to ai;t;".elerate the : . ·of its 10-Q for the quarter, which would contain
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a description of the one-time gain.


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P. After learning about the one- · e: · certain analysts info10Jed their clients of its
impact One analyst at Bear, Stearns & Co h<jtil' IM-lh s clients on October 27, 1999 that the increase<!
third-quarter EPS resulted from the inclusio*, e of the one-time All Star Cafe gain. On
October 28th1 analysts at Deutsche Banc Aldx :'ssued a report on the effect of the one-time gain,
which was disseminated to subscribers to Deu sc c research over the First Call Research
Network. cfbe Deutsche Banc analysts tepo ' ' I ompany management had dis('.losed that day
that roughly $0,47 of the $0,63 tbird-quarter , o i EPS the Company had previously reported
''were not operating EPS but were actually ere : fan accounting gain." The analysts determined
that after backing out the one-time $17 rnilli g p Hote]s' net revenues would have fallen 2.7
1 1
0
/o 1 rather than rising 1.5 % as they did when : 'e e gain was included. The Deutsche Banc
1eport a1so explained that, without the one~ · . e Company ex.p~rienced negative trend.:> 1n
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Company-wide cash flows and margins, as .J...c aj Associates' revenues from operations, rather
than the positive trends indicated by tht: Ea:rk g, se. !Adjusting for the impact of the one~time
gain, the Deutsche Banc analysts lowered thbi i; 1

1
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.

e Act and Rule l.9b-S Thereunder

S. Section ICl(b) of the Exchangt ·Rule lOb-5 thereunder Jilakt: it uulawful, in


connection with the purchase or sale of securi_' eke any untrue statement of a material fact or to
omit to stati:: a n1ateria.l fact nec;essary in a t ·the stat~ents made) in light of the
cirtumstances under which they were made~i '. I ding."

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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

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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

(1969). In ts b o orate tives~ Securitie.S Act Rel. No. 6504 (January

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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Rule 10b~5 is violated whenever aSs !made . . . in a inanner reasonably calculated


to influence the investing public, e.g ' ft · ,.,,
if such assertlons
are false or misleading or are so inc · o µiislead irrespective ofwhether the issuance
of the release was n1otivated by co 1 a~ for ulterior purposes.

12127/0l THU 17: 58 FAX (b)(6) (b)(7)(C) SEC OFC SECRETARY


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401F.2dat861-863 (emphasis added). SHjti11~\.Qi!1£•!.::-'tf..llllil!~e,_;1n~.,SJ:h1.JliK


153 (2d Cir. 1998) (advertisements by issu connection with" t11e purchase or sale of

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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11'27/01 THU 17:58 FAX (b)(6)(b)(7)(C) SEC OFC SECRETARY

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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

consideration of this Offer or otherwise to i1lllill·'Ii p Hotels to submit this Offer.


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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

'.TRUMP HOTELS & CASINO RESORTS,


I C,

STATE OF )
) ss,:
COUNTY OF )

On this _ _ day of December 2001, b me personally appeared , to


me known to be the person who executed the :fi 'ng Offer of Settlement on behalf of Trump Hotels
& Casino Resorts.

Notary Public

My Commission expires.: -------~II

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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

The undersigned, . \' • , Secretary ofTl1Ullp Hotels &.

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

SecretBfY p Hotels & Casino Resorts, Inc.

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12 27/01 THU 17: 59 FAX l(b)(6),(b)(7)(C) SEC OFC SECRETARY ~OZ6
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TRUMP HOTELS & 0 0 RESORTS, INC.


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iE RESOLUTION
!, ----~,,,,,,,,,,,,,,,,,,,,,_.I
ebr certify that I am the duly elected, qualified
,,
:,
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

Hotels & Casino Resorts, Inc. by unanimous corisent executed as

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

Sertlcrr1cnt of Trump Hotels & Casino s, line,," attached hereto as Append~ A,

and the aforementioned officer be and is piuthorized to -undertake such actions


for and on behalf of the Corporation as: . a.y deem necessary and advisable,
including the execution of such docum s ~y be required by the Securities and

Exchange Commission, in order to effe th~ foregoing.

'!
I further certify that the aforesaid resolution h~ beefi amended or revoked in any respect and is still
.I
in full force and effect.
I '
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

,,,

,,,
",I

I
J

UNITED STATES
SECURITIES AND F:XCHANGE COMMISSION
NORTHEAST REGIONAL OFFICE WRlTfll'~ llll<H"T fliAL
233 Broadway (b){6).{b)(7)\C)

New York, N.Y. 10279

December 21, 2001

VIA FEDERAL EXPRESS

Jay Goldberg, Esq,

Jay Goldberg, P.C.

250 Park Avenue

New York, N.Y. 10177

Re: Tnunp Hotels & Casino Resorts, Inc. (NY-6625)

.Dear Mr. Goldberg:

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

Before the \(b)(5J


SECURITIES AND EXCHANGE COMMISSION,-.:..:,:..:::.:.:=.:c:..:.:__...J....~~~~~~~~~---1
(b)(5)

SECURJTIES AND EXCHANGE ACT OF 1934


Release No. I , 2002

ACCOUNTING AND AUDITING ENFORCEMENT


Release No. I . 2002

ADMlNISTRATIVE PROCEEDING
File No. 3- I , 2002

............................... x

ORDER INSTITUTING (b)(5)

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.

In anticipation of the institution of these cease-and-desist proceedings, Trun1p llote]s has


submitted an Offer of Settlement ("Offer"), \Vhich the Commission has detennined to accept
Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of
the Commission, or in \Vbich the Conllllission is a party, and without admitting or denj~ng the
findings set forlh herein, except that Trump Hotels admits the jurisdiction of the Commission
over it and over the subject matter of these proceedings, Trump Hote]s, by its Offer of Settlement,
consents to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section
21 C of the Securitie.~ Exchange Act of 1934, Making Findings, and Issuing Cease·and.Desist
Order ("Order").
l='i!ge 009' o' 1:!40
Wrihh$ld pur~~en'. to $~~mpticr

(bi(b)

of ·h~ ~m~dom of lrforrnation ar ~ Pn,·a·~; Act


FACTS

The All Star Gain


(b)(5)

(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

W1'.hh~lc p~.rs~rnrtto ax~mp:1on

ib)\5)

i:if the l"r•eoom o' n'ormat1or tnd ::>rivacy Ac~

Pag~ 0096 a' 1240

Wrthh~I~ pur$~a~'. t<:> ~~~mptior

1b}(5·

ol '.h~ "re0dom of lrformat1on Jrd P1wacy Ad

'N1tl"hald p\.rs~rnnt to axf.mpt1on

1:bJ15'1

J'the Freedom of n'ormution ~nd PrivaGy Act

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.

Z. Trump Hotels com1nirted or caused violations of Section 1O(b) of the Exchange


Act and Rule 1Ob-5 thereunder by knowingly or recklessly issuing the Ean1ings Release
(b)(5)

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

UNITED STATES OF AMERICA

Before the

SECURITIES A.'ID EXCHANGE COMMISSION

ADMJNISTRATIVE PROCEEDJNG
File No.

-----~------···---------~~----· x
bi the Matter of

TRUMP HOTELS &

CASINO RESORTS, INC., OFFER OF SETTLEMENT

OF TRUMP HOTELS &


CASINO !UiSQRTS, INC
Respondent.

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.

On the basis of the foregoing, Tromp Hotels hereby:

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:

1. Making findings that:

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.

D. By knowingly or recklessly issuing a materially misleading press release, Trump


Hotels violated Section 1O(b) of the Exchange Act and Rule 1Ob~5 thereunder.

SETTLING RE~.!'()NDENT

E. "J'ru1np IIotels is a pubJicly~held Delaware corporation. Through various


subsidiaries, it owns and operates the Trun1p Taj l\lfahal Casino Resort (the "'I'aj Mahal") located
in Atlantic City, New Jerscyi as \vell as other casino resorts. Trun1p Hotels and its subsidiaries
file reports, including their financial statements, on a consolidated basis. The Conlpany's

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

The All Star Gain

F. In September 1999, Taj Mahal Associates ("Taj Associates"), a Trump Hotels


subsidiary, tuok over the All Star Caf6 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. n;ached an agreement pursuant to which, effective September 24, !999, the All Star
Caf6's lease of space al the ·raj Mahal would be tcnninated and All Star would be relieved of its
rental obligations to Trump Hotels, In return~ T'aj Associates would receive the All Star Caf6's
leasehold improven1ents, alterations, and certain personal property. Because the Taj Mahal was
going to continue to use the space as a restaurant, the Compat1y's outside auditor advised, in
accordance with GAAP, that Taj Associates should record as operating income the fair n1arket
value ofthe leasehold improvements, alterations and personal property reve11ing to Taj
Associates. Based on this advice and on an independent appraisal, Taj Associates (ai1d, on a
c.onsolidated basis, Tntmp Hotels) recorded $17.2 rnillion, the estimated fair market value of
these assets, as a component ofoperating income for third-quarter 1999.

'fhe Earnings Release

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:

3" Q l22B 3rd Q 1999 Per Relea§~ 3" Q 1999 Excluding


One~'fimc Gain
(In thousands)

Revenues $397,387 $403,072 $385,872

Net h1conie $ 5,312 $ 13,958 $ 3,048

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.

EPS $ 0.24 $ 0.63 $ 0.14

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

Preparation of the Earniqgs Release

L. Historically, 1'rump Hotels announced its quarterly results in an earnings release


that included financial data presented in a format similar to that of a Forn1 I0-Q or Form 10-.K
financial staten1ent. Among other things, fi11ancial data in these earlier earnings releases
itemized revenues (on a Company-wide basis and also by property) by 11 Casino.," "Roon1s," "Food
& Beverage," and "Other." In the third quarter of 1999, however, at the direction of the
Con1pany's CEO, the Con1pany adopted a less detailed, or "strcan1lined,'' fonnat for the financial
data contained in its earnings releases. Unlike the more detailed fonnat used in earlier quarters,
the new, strean1lined fonnat did not break out revenue items, but instead disclosed revenue as a
single line item for each casino. Thus, the strcan11ined format did not break out 11other revenue,"
the line~item classification in which the $17 million onc~timc All Star Cafe gain would have been
reported under the old 10rmat.

·' 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.

Publication of the EarningL~~l~.3.~C and the ;\ftermath

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).

U. Tl1us, an issuer that knowingly or recklessly n1akes false or rnisleading statements


in puhlic announcen1ents to investors, including press releases and other public statements,
violates Section IO(b) and Rule JOb-5. See SEC v. 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).
Sec 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 bv Co'l'ornt~Reprnsentatives, Securities Act Rel. No.
6504 (January 1984), the Comn1ission reminded registrants that 11 [t]he antifraud provisions of the
federal securities laws apply to all public staternents by persons speaking on behalf of the
registrant." The Con101ission also n1ade clear that public announcements and press releases
constitute public staten1ents. Id. The court in SEC v. Texas Gulf Sulphur (:o.i which involved a
press release, similarly stated:

Rule 1Ob~5 is violated whenever assertions are made . in a manner reasonably


calculaced to influence the investing public, e.g., by means of the financial media. , . , if
such assertions arc false or misleading or are so incomplete as to mislead irrespective of
whether the issuance of the rclea.<;c was motivated by corporate officials for ulterior
purposes.

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.

z. Trump Hotels committed or caused violations of Section IO(b) of the Exchange


Act and Rule !Ob-5 tl1ereunder by knowingly or recklessly issuing the Earnings Release.

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

TRUMP HOTELS & CASINO RESORTS,


INC.

By
--~ .........•. __

STATE OF )
) ss.:
COUNTY OF )

On this _ _ day of December 2001, before me personaliy appeared _____


to n1e kl10\vn to be the person who executed the foregoing Offer of Settlement on behalf of
Tnunp lfotels & Casino Resorts.

Public

My Commission expires:-----­

I1

CERTIFICATE OF INCUMBENCY

The undersigned,------------ .. _,Secretary of Trump Hotels &

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.

Narric and Tille ,S!gnature

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:

Secretary ofTrun1p Hotels & Casino Resorts, Inc.


TRUMP HOTELS & CASINO RESORTS. r-JC.

CERTIFICATE OF CORPORATE RESOLUTION

!, _ __ _ _ _ _.do hereby certify that I am the duly elected,

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:

VOTED: That _ _,the-· -·---­


of Tnnnp Hotels & Casino Resorts, Inc. (the "Corporation"), be and hereby is
authorized, for and on behalf oftl1e Corporation; to approve and execute the
"Offer ofSettle1ncnt ofTrutnp I·Iotels & Casino Resorts, Inc.," attached hereto as
Appendix A, and the aforementioned officer be and hereby is authorized to
undertake such actions for and on behalfof the Corporation as he may deen1
necessary and advisable, including the ex.e-cution of such documents as J11ay be
required by the Securities and Exchange Commission, in order to effectuate the
foregoing.

I further certify that the aforesaid resolution has not been an1cnded or revoked in any respect and

is still in full force and effect.

IN WITNESS WHEREOF, I have executed this Certificate as a sealed instn1ment as the

duly elected, qualified, and acting Sec.retary of1'rump Hotels & Casino Resorts, Inc., hereunto

duly authorized this ··-day -----········ ,2001.


12/26/01 10:49 FAX 212 983 6008 LAW OFFICES [4J 001/00j

LAW OFFICLS OF

JAY GOLDBERG, P.C.


250 PARK AVENUE

1WENTICTH FLOOR

NEW YORK. NY 10177-0077

T(;LEPHONE !21:1.) 983-6000


FACSIMILE (2'. 21 083-6009

Facsimile Cover Sheet

Date: December 26, 2001

Re:
(b)(6),(b)(7){C)
To: .l

At (Name of organization): SEC

Fax number:
11 1
Telephone number: j'b " ·" m'C1
~~~~~~~---'

Number of pages (Including cover sheet): 3

Message;

Sent by: .Jay Goldberg

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

DICTATED BUT l'iOT PROOFREAD

TO:

FROM: Jay Goldberg

DATE: December 26 1 l001

RE:

. "' ,_

This is \Vithou.t pre.Judice to niy dlscussing this wit~·.bH::iJ.ib).:iHC!


,___ _ _ _ _ __J

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

primarily the ltction of a senior"bui 'since dismissed offidal of the Company.


' '
Tbr paragraph marked B ('"·hicb T would ba"'e as a nc\V C), I lVOU)d have "the
'

..
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

any other O(."casioo within the knowledge of the SEC."

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.

That l"nds my sugg~~d.ons.

HK§[JsEC'l..\1eruos\chul"l~es~2,wpd

PRES§ LIST
as of 11/0112001

PUBLICATION POINT OF CONTACT PHONE# NOTES

l!.f!
Marcy Gordon 202-776-9506 SEND ALL CASES TO HER
202-776-9507 (fax) mgordon@ap org

Business Editor Brad Skilman 212-621-1660


212-621-1587 (fax)

a122m~~m
David Glovln 212-732-9245 SEND ALL CASES TO SOMEONE
SDNY courthouse Andrew Galvin 212-566-3427 (fax} AT BLOOMBERG

David Evans 310-910-8811 DAVIDEVANS@bloomberg.net


415-733-7667 (fax)

Dan Goldstein 202-624-1663

Judy Mathewson 202-624-1915

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
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Colleen DeBaise 212-227-2017 Colleen.debaise@dowjones.com

NY Times SEND ALL CASES TO SOMEONE AT


Elec Dir ofReporters General Number 212-556-1234 TIMES ~if no specific contact..send to
Assignmt Editor Jeff cane 212-556-1448(fax) Jeff Cane cane@nytimes.com
Alex Berenson 212-556-7206
Leslie Eaton 212-556-1603
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Ken Giipin 212-556-3508 gi1Rio@a¥!im51§.ggm
Diana Henriquez 212-556-4397
Gretchen Morgenson 212-556-1421
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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#

NY Metro stories Ben Weiser 212-671-1016


212-962-7213(fax)
Ed Wyatt 212-556-7251
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W1ll §l :JQYCll!!I
;ntemet stories Susan Pulliam 212-416-2761 SEND ALL CASES TO SOMEONE AT
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moved to Editorial Terzah Ewing 212-416-2237
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small cap stories Bill Power 212-416-3183
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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

Bergen Record Kathleen Lynn 201-i:l46-4231


201-i:l46-4164(fax)

Boston Herald Tom Walsh 617-619-i:l637

Bridge News AnnMarie Kelley 202-220-3757


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Business Weak Emily Thornton 212-512-3707 Investment Banking Editor


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Bus Week Online David Shook 212-512-2480


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CBS Marketwatch Stephanie O'Brien 212~975'"4217 ~Qr.i.~.D.@00~[~§1W.f!tch.com


212-975-7256(fax)

CNN Allan Frank 212-714-7905


212-714-5548(fax)
PUBLICATION POINT OF CONTACT PHONE# HQ!&§
CNN
Prod: Your Money Eva Dilallo 212-714-3691 eva.dilaUo@turner.com

CNNFN.com Luisa Beltram 212-714-5738


212-714-7907(fax)

Compliance Reporter
Mark Malyszko 212-224-3261
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Dallv Deal Donna Block 212-313-9217


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Financial Times John Labate 212-641-6512 SEC his beat-has early deadline
212-li41-li515(fax) John.labate@ft.com

Financial Times (London) 011440 207-643-2575

Forbes Kelly Barron 310-394-6617


310·394-8671 (fax)

Investors Business Daily


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LA Times Jim Bales 213-237-4965


213-237-2686(fax)
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National Post Paul Waldie 416-366-2701


(Canada)
l(t;)jbj.1Pi·:7HC)
NY Magazine Johanna Berkman l.(b Jit3LibJ(l)(C) interested in
~-----
(#may be her home)

Newark Star Dave Allen 973-677-4229


Ledger

PUBLICATION POINT OF CONTACT PHONE#


Newsda~ Susan Harrigan 212-251-8632
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LI stories Jim Bernstein 516-843-2732
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SDNY courthouse Pat Hurtado 212-267-2294(fax)

Newsweek <LAl Tara Weingarten 818-990-2293

~l Qt!§!Q!§r Andrew Goldman 755-2400x233


212-688-4889

NY Post Chris Francescanl 718-824-8608


Evelyn Nussenbaum 212-930-8646
212-930-8280(fax)
Jessica Sommer 212-930-8592 Business reporter

SDNY courthouse Devlin Barrett 212-930-5844


212-930-5842(fax)
EDNY C-OUrlhouse Maggie Haberman 718-624-8913

HY: Iim~I QaliD!: Justin Dini 212-321-5310


212-321-5003(fax)
l(bi\6),(b\(7l(Cj
~bil!delehia Ing Joe DIStefano 215-854-5957 intorested in
215-854-5553(fax)

Reuters Greg Cresci 212-859-1710


Kevin Drawbaugh 212-898-8313
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RU§§ian TV Eugene Piskounov 718-601-1557


917-847-5390(cell)

StockWAt~b Brent Mudry 604-728-0916


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the street.com Bob Kowalsky 212-321-5002


Mark Martinez 619-293-3399 works for Herb Greenberg

Time Ellen Martens 212-522-3293


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Trenton Times Larry Hanover 609-989-5726

PUBLICATION POINT OF CONTACT PHONE#


'.

USA Toda~ Christine Dugas 212-715-5413


212-715·5435(fax)
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Variety Mike Flemming 631·226-e371


general NY 212-645-0067
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Page 0123 of 1240

Wi:hh~lo pcrsuart ta exemp:ion

\b)t<ff

of the Freecam o' n'orrnatior and "rivacy Ac'.

Pa;i• 0124o"1240
Withheld pursuan: to ~-~emptior

(b)•:!:\l

of he ~reedom of lrformat1on ard Pm•acv Art

P11.;• 01<15o'1240

Withheld pLirsuan: to iximptior

(b_1(5)

m he ~readom of lrformat1rm ard Ptl';acy Act


LAW OFf'ICES OF

JAY GOLDBERG, P.C.


250 PARK AVENUE

TWENTIETH FLOOR

NEW YORK. NY 10177-0077

TELEPHONE (212) 983-6000


FACSIMIL( (2t2J 963-S.OOB

Facsimile Cover Sheet

Date: January 9. 2002

Re:
(bH5l.{b)(7){C J

To: l.

At (Name of organization): SEC

l _____
(b)(6).(b)1!)1C)
Fax number: .__
. __)

Telephone number: l'b'1


.___
"" ' _
1 111 1
c _ _ ___J

Number of pages (Including cover sheet); 2

Message:

Sent by: Jay Goldberg

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
.~.\.·····

,. ' '

Fl.NAL ANO ONLY VERSION

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.

No rnonet;try penalt;y was imposed on tbe Company. Furthermore.,


procedures in place since 1999 insure tb.at such an action by an officer of the
company can not take place io tllt' fUture.

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.

The Commission1 in determining to accept the Otic.r to consent to this


administrative remedy, considered remedial acts promptly undertal<en by THCR,
and the limited duration of the violations.
'TRUMP HOTELS &CASINO RESORTS, INC. PRIORITY:
725 Filth Avenue SEND IMMEDIATELY_ _

New York, New York 10022 SEND WITHIN 1 HA.

SEND BY END OF OA"'v~-::_-::._

Telephone: (212) 991·1500


Facsimile: (212) 688-0397

FACSIMILE COVER LElTER


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PRIVILEGED AND CONFIDENTIAL

Date: January 9, 2002 5 Pages (includ. this sheet)


Time: 1:48 pm

ib)(6) (b)i_7)(CJ
SEND TO: Name:
Company: ,IM!!,J~w:ilifili~nd Exchange Commission
i:bj(6) (l!){?)(C\
Facsimile No.:

l(b )(6), (b )(7)(C)


FROM: Name:

NOTE:

January 9, 2002
VIA FACSIMll.E lib)( 6 l.(t:iH7 l(C)
ANDDHL
Fb)t6),1b)(7){CJ

U.S. Securities and Exchange Commission

Northeast Regional Office

233 Broadway

New York, NY ]0279

Re: Trump Hotels & Casino Resorts. Inc. (NY~6625)

{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 );

2. Certificate of Incumbency Jegarding the ex'°'cution of the Offer by a duly


authotized officer of th('. Corporation; and

3. Certificate of Corporate Resolution of the Board of Directors of the


Corporation authorizing and direcrlng the execution and delivery of the Offer
and all documents related thereto.

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.

TRUMl' HOTJ;LS <Br. CASINO RESORTS,


!NC.

(b)(6), (b )(7J(C)

By

STATEOF N<­ ~··~ )


) ss.:
COUNTY OF N... Y·'~ )
,A , llbl(6),(b)(7J(C)
On this ..i_ day of~ 200,2, beibre me person&lly appemd
-.,-,.....,-=---·to me kua~ lo bf:. ri:i.c person who oxccu.te.d the foregoing Qffi=er~o~f~S~ottl~c::m-en_t__
on behalfo!Tru.mp Hotels & Casino R<Sorts, Inc..
{b](6j,(b){7):G)

(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:

Dl!led: -~10.:::":::-::.11----1.__,, 200.i!­ (b)(6),(b)(7)(C)

(bl(6)
(b)(7)
(C)
JHN~11':::J~;,,<1111.:' 14111b IHUMf-'
~S~ ~i..ffi(tb)(6).(b)(7)(C) (.._ US SEt:UN,11·1.1:;:i; & 1.:uv.
212 688 0397 p. 05
"""',, __
'

TRUMP HOTELS & CASINO !UlSORTS, INC.

~!)'1'ICAIE OF CORPORATE ;RFSOLUT!ON.

! l (b)(6) (b)(7)(C)

·~_,_~~~~~~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

VOTED: That . l(b)(6) (bl(7)(Ci


, the .
l
/ib)(6),(b)(7)(C)

of Tm.mp Rote!£ & Cu.U:i.o Resorts, me. (the ,;:.:C':-o::rp=ora:::;ti:'.on:;,:;;)::-,b;:-e::-an=d"h'cr:-,eb"'y°'"i'"'s_ __J


authorized. fat and on behalf of the Corpo:rari.t;in; to approvi:: and exec:ute the
''Offer of Settlement <JfTrump Hotel& & C'.asino k.esorts, !tu:.," atta~hed hereto as
.l\ppc;ndi::i.;. A, and i_he. afoxementioned officer be md hereby is authorized to
imdertake such actiops for and on behalfof the Caxporati.on as he may dlX:m
neee&iaJ'Y and advisable. jrtcludw.g tb.i:i e:x:ecuti(!Jl. of 5w;;;h documents as may be
required by the Se;;;will'cs and Exchange Commission, ill ord..t to effectuate fue
foregoing,

l further codify that the aforesaid resolution has notbem mnr:nded or :cevokod ;,, any respect and

is still in foll furce lllld effect.

IN WITNESS Wl-lEREOF, 1 nav.: "'1<ecUted this Certitkate., a •ealed iru<truinem as the

duly elocted, qual.i:lied, md 3"ting Socrel"(I' of Trux!l!> Hot•Js & Ca.sine Rt:soti&, Inc., l:ierounto

duly authorized this~ day of J;......_, , 2oo:) "'lb:;-;)(6"'1".lb"')i"'?i'"'ICc-1----~

(b)(6) (b)(71(C)

TOTAL P.0$
. UNITED STATl1S . .

SECURITIFB AND EXCHANGE COMMJSsION

NORTHEAST REGIONAL OFFICE .


233 BR.OADWAY
tmwYOitK.N.Y. 10279. -.

NORTllEAST REGIONAL OFF1CE


FACSIMILE TRANSMJSSION FORM

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01/07/02 16:56 FAX 212 911.'.l SOOS LAW OFFICES


- -- - - - - - - - - - - - - - - - @I 001

LAW orF1CCS or
JAY GOLDBERG, P.C.
250 PARK AVENUE
TWENTIETH FLOOR
NEW YORK, NY 10177·0077

rtlEPHONE (212) 08~6000


FACSIMILE (212_) 96J-600B

Facsimile Coyer Sheet

Date: January 7, 2002

Re:

At (Name of organization): SEC

Fax number: l\bJ(bi.(bH 71 (cJ


.___ _ _ _ ___j

Telephone number:

Number of pages (Including cover sheet): 2

Message:

Sent by: Jay Goldberg

Fax operator: sc

THIS w.ESSAGE IS INTEh'DED OML.Y FOFITHE 1,JSE Of THE ADDRESSEE AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED AND
CONFIDENTIAL IF YOU ARE NOT THE IITTENLltiD RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY USE, COF"ftNG OA DISSEMINATION
QFTHl5COMMUNJCATION 15 STn1CTLY !".iOHIBITt:D. lfYOlJ HAVE F1ECEIVE0 THISCCMMUNlCATION IN ERROR. t::'LEASE NOTIFY US
IMMEDIP.TflY. THANKYOU
Paga01~eo11:40

Wi:hhelo pL.rsLiart ta exemp:ion

1b)1<fl

of the f''mecam a' n'ormatlor and ::iriv~cy Ac~


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
NORTHEAST REGIONAL OFFICE
wwro'"111!!6J'-1bl!!Jl!!l7:S::Hcµ1"'*
233 Broadway
New York., N.Y. 10279

December 21, 2001

VLA FAX and FEDERAL EXPRESS

Jay Goldberg, Esq.

Jay Goldberg, P.C.

250 Park Avenue

New York, N.Y. 10177

Re: Trump Hotels & Casino Resorts Inc. (NY-6625)

Dear Mr. Goldberg:

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)

Ve"' trulv vours


(b)(6) (b)(7)(C)

Enc.: a~ indicated
UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE ACT OF 1934


Release No. I , 2002

ACCOUNTING AND AlIDITING ENFORCEMENT


Release No. I , 2002

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
,,

The Securities and Exchai1ge Co1nn1ission ("Con11nission") deen1s it appropriate that


cease.and-desist proceedings pursuant to Section 21C of the Securities Exchange Act of 1934
("Exchange Act") against Respondent Trump Hotels & Casino Resorts, hie. ("Trump Hotels 1' or
"the Company") be, and hereby arc, instituted.

IL

In anticipation of the institution of these cease~and~desist proceedings, Trump Hotels has


submitted an Offer of Settlernent ("Offer"), which the Commission has dctcnnined to accept.
Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of
the Cotntnission, or in which the Conunission is a party, and without admitting or denying the
findings set forth herein, except that Trump Hotels admits the jurisdiction of the (~ommission
over it and over the suhject matter of these proceedings, Trump Hotels, by its Offer of Settlement,
consents to the entry of this 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 ("Order").
lll.

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.

D. By knowingly or recklessly issuing a materially n1isleading press release, Tru1np


Hotels violated Section !O(b) of the Exchange Act and Rule !Ob·5 thereunder.

SETTLING RESPONDENT

E. Trump Hotels is a publicly-held Dela\vare corporation. Through various


subsidiaries, it owns and operates the Trump Taj Mahal Casino Resort (the "Taj Mahalu) located
in Atlantic City, New Jersey, as \Vell as other casino resorts. Trump Hotels and its subsidiaries
file reports, including their financial statements, on a consolidated basis. The Company's
common stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act
and i's traded on the New York Stock Exchru1ge. The Company's executive offices are in New
York City, and its business and financial operations arc centered in Atlantic City.

The All Star Gain

F. In September 1999, Taj Mahal Associates ("Taj Associates11 ), a Trump Hotels


subsidiary, took over the All Star Cafe located in the Taj Mahal Casino from Plaoet Hollywood
International, Joe. 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 ofspace at the Taj Mahal would be tenninated and All Star would be relieved of its
rental obligations to Tnnnp Hotels. In return, Taj Associates would receive the All Star Caf6's
leasehold irt1provernents, alteratio11s, and certain personal property. Because lhe Taj Mahal was
going to continue to use the space as a restaurant, the Company's outside auditor advised, in
accordance with GAAP, that Taj Associates should record as operating incotnc the fair market
value of the leasehold improvements, alterations and personal property reverting to Taj
Associates. Based on this advice and on an Independent appraisal, Taj Associates (a.ndj on a
consolidated basis, Trump Hotels) recorded $17.2 n1illion, the estin1ated fair market value of
these assets, as a component of operating income for third-quarter 1999.

'fhe f:arniugs Release

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:

3'' Q 1998 3rd Q 1999 Per Release 3" Q 1999 Excluding


Qnc-Iim~ Gi!in
(In thousands)

Revenues $397,387 $403,072 $385,872

Net Incon1e $ 5,312 $ 13,958 $ 3,048

EPS $ 0.24 $ 0.63 $ 0.14

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

Preparation of the Earnings Release

L. Historically, 'frump Hotels announced its quarterly results in an earnings release


that included financial data presented in a fo11nat si1nilar to tJ1at of a Form 10-Q or Fonn 10-K
financial statement. Among other things, financial data in these earlier ear11ings releases
iternized revenues (on a Co1npany-wide basis attd also by property) by r•casino," "Rooms.'1 "Food
& Beverage, 11 and ..Other." In the third quarter of 1999, howcvcr1 at the direction of the
Con1pa11y's CEO, the Con1pany adopted a. less detailed, or 11 streamlined/ 1 fonnat for the financial
data contained in its eanrings releases. Unlike the more detailed fotmat used in earlier quarters,
the new~ streamlined format did not break out revenue items 1 but instead disclosed revenue as a
single line item for each casino. Thus, the streamlined format did not break out 0 other revenue,"
the line-item classification in which the $17 million one~tirne All Star Cafe gain would have been
reported under the old fonnat.

M. The Earnings Release was prepared by the Company's corporate treasurer


("Treasurer") and its chief financial officer ("CFO''), under the supervision of the CEO, who had
final authority over the contents of the Release. 5 When the Release was issued, Trump Hotels
knew that the estimated fair market value of the All Star Cafe lease termination would be
recorded as parl of operating income for third·quarter 1999 and that the estimated fair market
value of the transaction was $17.2 m_iJlion. T'hc Company also knew that the 1''.amings Release
used a pro fontta net income figure that expressly excluded the $81.4 mi1lion one-time charge but
did not disclose the existence or impact of the $17.2 million onc~tilnc gain.

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.

1998) (applying Rolfrecklessness standard).

U. Thus, an issuer that kno\vingly or recklessly makes false or misleading state1nents


in public announcen1ents to investors, including press releases and other public statements,
violates Section lO(b) and Rule 1Ob-5. Sec SEC 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 Comorate 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 staten1ents by persons speaking on behalf of the
registrant." The Commission also made clear that public announcements and press releases
constitute public statements. Id. The court in S·EC v. Texas Gulf Sulphur Co., which involved a
press release, similarly stated:

Rule lOb-5 is violated whenever assertions are made, .. in a manner reasonably


calculated to influence the investing public, e.g., by means ofthc financial media . . . , if
such assertions are false or misleading or are so incomplete as to mislead irrespective of
whether the issuance of the release was motivated by corporate officials for ulterior
purposes.

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.

Accordingly, IT IS HEREBY ORDERED that:

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

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UNITED STATES
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January 10, 2002

VIA FAX (212-688-03971


I(b )(6) (b)(7)(C I
Trump Hotels & Casino Resorts, lnc.
725 Fifth Avenue, 24th Floor
New York, NY 10022

Re: Trump Hotels & Casino Resorts. Inc. (NY-6625)

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)

January 10, 2002


Page 2
In addition, would youJlbll 5I (b)(l)(C) Iplease sign below acknowledging and
accepting these changes, and return the signed letter to me by fa.'< and via overnight mail or hand­
delivery.

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)(\,.;)

Enc.: Offer of Settlement


cc: Jay Goldberg. Esq.

Changes acknowledged and accepted:

(b)(6),(bJ(7)(C)
UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING
File No.

------------------------------ x
In the Matter of

TRUMP HOTELS &


CASINO RESORTS, INC., OFFER OF SETTLEMENT
OF TRUMP HOTELS &
CASINO RESORTS, INC.
Respondent.

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.

On the basis of the foregoing, THCR hereby:

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:

I. Making findings that:

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.

D. By knowingly or recklessly issuing a materially misleading press release, THCR


violated Section IO(b) ofthe Exchange Act and Rule I Ob·5 thereunder.

SETTLING RESPONDENT

E. THCR is a publicly-held Delaware corporation. Through various subsidiaries, it


owns and operates the Trump Taj Mahal Casino Resort (the "Taj Mahal") located in Atlantic
City, New Jersey, as well as other casino resorts. THCR and its subsidiaries file reports,
including their financial statements, on a consolidated basis. The Company's con1mon stock is
registered with the Conunission pursuant to Section 12(b) of the Exchange Act and is traded on

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

The All Star Gajn

F. 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
Caf61s lease of space at the Taj Mahal would be tenninated and A..\.ll Star would be relieved of its
rental obligations to THCR. In return, Taj Associates would receive the All Star CafC's
lea.;;ehold improvements, alterations, and certain personal property. Because the Taj Mahal was
going to continue to use the space as a restaurant, the Company's outside auditor advised.that Taj
Associates should record as operating income the fair market value of the leasehold
improvements, alterations and personal property reverting to ·raj Associates. Based on this
advice and on an independent appraisal, and in confonnity with GAAP, Taj Associates (and. on a
consolidated basis, THCR) recorded $17.2 million, the estimated fair market value of these
assets, as a component of operating income for the third quarter of 1999.

The Earnings Release

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:

3''QI998 3rd Q I999 Per Release 3'' Q 1999 Excluding


Qn~-Iim!r: Gain
(In thousands)

Revenues $397,387 $403,072 $385,872

Net Inoorne $ 5,312 $ 13,958 $ 3,048

'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.

EPS $ 0.24 $ 0.63 $ 0.14

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

Preparation of th~ ..E:J!tP..~P.J:~..R~t~~.~.~

L. Historically, TIICR announced its quarterly results in an earnings release that


included financial data presented in a fo1mat similar to that ofa Fom1 I O~Q or Form I O~K
financial statement. Among other things, financial data in these earlier earnings releases
itemized revenues (on a Company~wide basis and also by property) by 11Ca.sino, 11 "Rooms," "Food
& 'Beverage," and 0 0ther. 11 In the third quarter of 1999, however, at the direction of the
Company's CEO, and following similar models used by some ofTHCR's competitors, the
Company adopted a less detailed, or "streamlined," tbnnat for the financial data contained in its
earnings releases. Unlike the more detailed format used in earlier quarters, the new, streamlined
fonnat did not break out revenue items, but instead disclosed revenue as a single line iten1 for
each casino. Thus, the streamlined fonnat did not break out 11 other revenue/1 the line-item
classification in '\\i'hich the $17 1nillion one-time All Star Cafe gain would have been reported
under the old fom1at.

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).

M. The Earnings Release was prepared by the Cotnpany's corporate treasurer


C'Trecisurer") and its chief finru:1cial officer ("CFO"), under the supervision of the CEO, who
approved the contents of the Release and made the decision to issue it. The contract of the CEO
expired in June 2000 and was not renewed; he is no longer associated with the Company. 5

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.

J?..P..~!!~.;ttion of the E.arnings Release and the Aftermath

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).

V. Thus, an issuer that kno,vingly or recklessly n1akes false or misleading statements


in public announcements to investors~ lncluding press relea..;es and other public statements,
violates Section !O(b) and R11le IOb-S. See SEC v. Koenig, 469 F.2d 198 (2d Cir. 1972); SEC v.
Great Amei:ic.'1D..!n<1us.tr.ies, 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, 861-63 (2d Cir. 1968) (en bane), cert.
denied, 394 U.S. 976 (1969). In Public Statements by Coroo.rnle.R~rns.eD!at.iY.~§, Securities Act
Rel. No. 6504 (January 1984), the Commission reminded registrants that Section lO(b) and Rule
l Ob-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. ~ i!ill! Jn re Carter-Wallace, Inc. Sec. Litig., 150 F.3d 153 (2d Cir. 1998)
(adve1tiscmcnts by issuer can be "in connection with" the purchase or sale of securities);
Sunbeam Corporation, Exchange Act Rel. No. 44305 (May 15, 200l)(issucr violated Section
1O(b) at1d Rule 1Ob·S \Vhen il disseminated materially false and misleading press releases),

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

TRUMP HOTELS & CASINO RESORTS,


INC.

By

STATE OF )
) ss.:
COUNTY OF )

On this _ _ day of 200_,before me personally appeared _ _ _ __


-~~---'to me known to be the person who executed the foregoing Offer of Settlement
on behalf of Trump Hotels & Casino Resorts, Inc..

Notary Public

My Commission expires:------­

11

CERTIFICATE OF INCUMBENCY

The undersigned,-------~-----' Secretary of Trump Hotels &

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.

Narne arid Title 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.

Dated: - - - - - - - - ' 200_

Secretary ofTrutnp Hotels & Casino Resorts, Inc.


Edgar Online Filing Pagel of 28

Edgar Filing

TRUMP HOTELS & CASINO RESORTS INC· 10-Q

retur11 to filings

•Document

tJi. Base

Is. CQY_Q[_Pagg:
• I.ahle.oLC.@.t~ms

I> Part I

• Financial State1nent Item


• Financial Statements
t1o Balance Sheet
• lncome Statement
.. Shareholders Equity
..._ Cashflow Statement
la. Financial Footnotes
llro Management Discussion
.. Efiltll
._ Legal Proceedings

.._ Change.s in S~curitie_£

• Defaults Upon Securities


l>~toaVote
• Other Info1mation
• Exhil>its and Reports

111- List of Exhibits

I> Exhibits

"' Eiwllfia!Datasi:Ml!.Yl«.17.J.

lleturn to >laviQ~tion~1 'l'able of Cant~nts

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

For the transition period from _ _ _ _ to _ _ __

Co~mission file nuf'.lbcr: 1-13794

TRUMP HOTELS Q CASINO RESORTS, INC.

(Exact name of registrant: as specified i.n its c:har.ter.)

http://206. 181.209 .22/ga/cdgar/EdgarHTMLFiling.asp 11/28/200 I



Edgar Online Filing Page 2 of 28

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

(Registrant's telaphon.;o nwnber, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

Com~ission file nwnber: 33-90786

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.

(Exact name of :-egistrant as specified in its ·:::harterJ

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

(Registrant's telephone nuinber, including area code)

Not Applicable

(Forruer name, former address and former fiscal year,


if changed since last report!

Commission file number: 33-90786

'l'RUMP HO'I'ELS & CASINO RESORTS FUNDING, I:i/C.

(Exact name of registrant as specified in its charter)

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

(Registrant's telephone nu."nber, including area code)

Not Applicable

(Former name, tormer address and former fiscal year,


if changed since last report)

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.

The number of outstandir:g shares v! Class B Common Stoc:k, par value $, 01

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,

TRUMP HOTELS & CASINO RESORTS, INC.


l\e~.,,~r. ~o Navi9at1ona1 Tatle ot contents
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.

AND

TRUMP HOTELS & CASINO RESORTS FUNDING, INC.

INDEX TO FOFM 10-Q

PART !--FINANCIAL INFORMATION

PAGE NO.

CondoDJ1Bd Cm:u1a1i.t..tod &alu10,. l.lbuut• of T~ aot<l.l~ ~ C••im> RIOJQ<t•, t=.

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...,.,nt"d C(»)AOlidat11d 11a1a11eu Sllleuta of


"" of G"tit-r la, 1J98 (Ull.11.~<lite<t) """
'!'""""" lltit•l•
!l(l~eiJibex 31,
' caeina """tirts Uoldi.ngs, t..1',
1~~7 ...... , , .• , "',,,,,, ... , ••••• , •••• , , " , , .

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.... •• • • • • . • • • , , , ••••••••

l:l<>tn1> to <:;<»14u<111"'4 C<>n•oli<'IAl:bd i'in1>nci•l 81:•1:-ntR 9f T~ 11otol1> ~ <:;•1i>W Jte•ort1, lru:.,

'trtuQP llotele • C•eit10 IUl8ort• ll<>lcl.1t111•. L.P. and Tnl!OI) HOtQlf' C•1J..ao l!elOrt•

F'll.114:1.ug, IP~· (\lfl8ll',;\t~<l'I· ................................. .

IM.""""""'"t•• l.li•<;n-~l.on •n~ Mf.l)'t'l.a of Finan.~ial condition Anll Rasul~a

~t Op~l'~tl0>19 •••••••••••••• • ••••••••••••••••••••••••

TRUMP HOTELS & CASINO RESORTS, INC.

TRUMP HOTELS & CASINO R~SORTS HOLDINGS, L.P.

!\ND
TRUMP HOTELS & CASINO RESORTS ?UNDING, INC.

http:i/206. J81.209 .22/ga/edgar/EdgarHTMLFiling.asp 11/28/200 J


Edgar Online Filing Page 4 of 28

INDEX TO FORM 10-Q CON'l.''D

PAGE NO.

PART I I OTHER INFORMATION

ITEM 1 Legal Proceedings. . . ................ . 19


ITEM 2 Changes in Securities and Use of Proceeds .. 20
ITEM 3 Defaults Upon Senioi· Securities ... 20
ITEM 4 submission o: Matters to a vote of security Holders .... 20
ITEM 5 Other Infonna.tion ..................... . 20
ITEM 6 Exhibits and Reports on Form 8-K .. ,. 20

SIGNATURES

SIGNATURE Trump Hotels & Casino Resorts, Inc . . . . . . . , ........ . 21


SIGNATURE Trump Hotels & Casino Resorts Holdings, L.P. 22
SIGNATURE Trump Hotels & Casino Resorts Funding, Inc. 23

1'\Vl(P ll(ITMLOI I;, W.$1-1 IWHOll:'l"ll, JNI:',


COMDEHllEI> C<JNAOI.IDATED BALl\Bt:E all1:£1'a
(llf TllO'UUJUm0, ~XYr allJUUI: DA'.l:l\.)

UEn'l!J'llllll\ ~0, Pl!X:~D ~l.


lt~8 1997

C1nJltZm MSCT;'l1
c .... i:. """' <>•sh .. ,....1.val .. nt• ...........•...•••••. ' ••••.• ' ' lU7, 5j8 u.o,l~a

ll•c•iv'l.l>i••• "'"'~·········•·••••••················· 7l,S~9 Sl!,~75


:C:llY"1l.t<'Chll • ••••••• •••· lJ,4~3 lS,~11
Pile f"°"'""f.~iliAtee, net... ······•·•· l<,3~7 13.l73
P"~J:>fl('I """'""•"• "'" ot.hor "'"""""~ &o!Ulltll i3,D~~
lO,l~'

----------
)p~,l~l
----------
'.l4.a,•?•
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
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mm mOK Af'l'ILIJ\.T&S. ),772 l,,,a
l7l'HER A~SETB, •.•• , • , , ••• , , , , , • , , , , ,. ,, •• , ,. , , •••• 13,)97 60,1!~~

·······--- ---·-·····
....... .. .............

Tot•l lU!nota •••••••..•••••.•.•••• , . . . . . . . . . , ..... ,, ,. • , , ,, 1~.~01,415 $i.•1~.i~~

--~ ~.

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-

21,, 550 160,411

r.Ql!a•TRRll r>CllT, """ "f cu"'"""t >M.tutltlna •••..••.•••..••.• 1,tll,543 1,ll1,St9


M'm:R LOl!IO-'l'ERM LTIUIILITIEB ••.••.• , • , l0,110 11,oao
Total Lial1i1itie~ ••• ,,., ......... , ... , , .•
······---·
~,066,20~
--~·~·····
1.~t5,066

··"······· ···-~·-·~·

http:l/206.181.209 .22/ga/cdgar/EdgarHTMI..Filing.asp 11/28/2001


Edgar Online Filing Page 5 of 28

Ml!IOIU't'lr llf!:l'l\J:ST,., •• , . , , . " . , , , , , , , , , , " " lJ,,jl~· ltB,,10

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

?.to•• t••••"ZY •t<><:I<, ~.oti.,~oo 11."1'11,706,~oo a11.1.n1


<>f :mca c~ stock, r••1:1actt.....1y, at e<ut. """""
C19,SlS)
_____ i17,276)

Total Sto..:tl\Qldl!ra• EQUity ••••• "., •• , ••• ,,,,,, •.•••••..•••• JOl,l$8 ~1t.ta~
----------
.............
$~;504,475
~. ~ .. .. ..
$2,,12,
~ ~~~~
)6~
~

T!lf< t>C<W'.mpaf1¥i"l1 not"'• ar<1 "" int<1gral p•rt of th•••


c<'>Ol~ftae<1 ~<)!Ulo1l4ate(I lirur.ru'1.a1 statemmtt•.

hturn to IFl-:!J.!llltip!!!!l T11.bll) Qf Cfnl\\"At!I

Tll\JMf UQ'fl'l-Q. 4 l;A8rN'1 1'.~llOll.'l'D, T.m',


t:'t.mUlllW&ll {11'.lltlHlLlDA'fBD llTAT~'ll Of' OPEllJ\TlO'd&

(UllAtmrtED)

(OOLLARI! '.l'.N TilOUSAm'lS, E'ltCEl'T SllM.E llATA)

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

-" .......... ............ ............

GJ.-o•s llev.,<n••• ,,,,,,,,,,.,,.,,,,,,,,,,,,, •••• 444,gi;. 12&,b13 1, 186, 522 l,22l,??2


J.44• l'.---.1:1c.... i !!lll)V•nefl~ i.7' 665 Sl,017 12$,578 1J7,910
····-·------ ----------·· ------------ ---------·-·
J91,l1~ l"l~.Sj~ l. QS7, ~G4 t,Q$~.e~2

······-···-- ·----------- ····-------- -----------­


Plllt ll9'11'DllUDB , • , , , • , •, • , , , , , , , , , , • , , , • , , , , , , , ,

C0$'1'S 11,NJ;l 11:1\'.~l!;!l$EI!;

·--
o...mJ.1111 " ... ' ' . . . . . . . . "

F<Xh1 AIICl ll<l..... rAliJ'll •••••••••••••••••


o""'"""l """ A&nin.i11tutiV'll .••••••••••••••••••
nepuci•t.ian """' ""'°rti~•ti<>n •······••·······
221,)Ql
a,311
~·. 717
70,464
20,1~6
209,1ti6
0,17,
lJ,2g9
6Q,ag~

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'.110<:11111> f""" <>1>'1"'"1........................... . ,~.•Q& $7,0Bl 125,~52 131,9'5

········---- " .........


····-------­
lnter<>at inc..- •••••.••.•• ,,,,,,,,,,,,,,,,,,, ~.01~ l.ll~O 1,1$$ 1,4,2
:rntorent wq;mnM> ,.,,,, ••• ,.,., ••••• ,, ••. , •• ,. '5S,3901 {$~,SIS) (l~G.~7,l (157,11)5)
Otbnr non-oporat:la11 """'°""" ,................ . (~86)

···········-
l~3,31l)
-------·--·-
(5l.~15)
-··-·-···--·
1,,)
(1~9,
--··-···-·
(1~1,363)

------------ ------------ ···-··-···


l'#~Oflle (1.¢!1!1) "*'"""'
"'11!ity in lM• cf 111:1ffingtcn
H.!l.rbor, L.L.C. and. Minority lllt..,reat • , , , . ~.111 s,aoA (~4,Si.') 11t,1ta1
Rlllity in lcww cf uuffit1.;rt.o:on IUl<'ll¢t, L.L.O (1•)) U,025) (2, 'lSl (l, 75~)

>.Q~'l 1;1<'!£.;.r9 minority int<1rast . . . . . . . . . . . . . . . , .


······"·~·-·

8, J7S
··-······--·
•,783
·-·-·-·-··-·
(3~,172)
--·-·--·-·
~2l,153)
Minority 1ntat<1at ••••.••.•••••••• , ..... , •• , . (3, 06l) Ci,149) lJ,•J• a.~~G

------------ ------------ ---------·-· -------·-­


~
5,

.
_,. ......................., ........................ ............. ..

11~ J,03•

............. . ··~······. ~~ ............,. ................

cH ....................

~
!23,JJeJ

(1, GS)
~l,,117)
~

1.$~)

................ ................... .................. ...................

22,1~S,2S6 22,S00,2S6 22,20$,42~ 22,e~•,222

...... ........ ·" ................·".. .. .. ..... .. ..


Dil12tive earnings (loss) par share (1. 05) ( .62)
~

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=

http:/1206.181.209 .22/galedgar/EdgarHTMLFiling.asp 11/2812001


Edgar Online Filing Page 6 of 28

Th• •""""'1;'•t1Yi•111 nut:<>• *'""an 1nt•w..•1 Pflrt cf th•••


""111l•o11<1d c<>ntt<>litl.atml fin.,..cial atat ........ta.

'l'ltb'll:t' ll:l':>TIU,S k ClllllUO JU:GOll'l'll, lift',


CO!lll!:HSlll> COlllllOt.!MT!:ll STJ\TEtl:E:ln' OF ~TOCUOl:.Ol':'ltil' !Qtlt1"l
FOii THI! NINE M!lm'll& UID!llD SEPTEMBER 30, 1996
(UJUl.Ul.ll'tftll
(PCl.i.MS ~II ';'H¢U$1111t1$1

,_,
_., 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

'eoci.:. ~O~,ODO ah&r••

'rRCltCCftn(ln Otoc::k, "'

"' 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

'l'h" *"""""'•nyl.ng- nota• •ni '"'' i"t<IW<'•l lloltt .:.! thl.11


<.:<><>d...,a<1d coW1olld&t•d financial at•t-11t,

!«>turn to Kayiq&gipMl hhlq q£ Cgnt!\11.t11


COND!lNaBD couaot.I:>A'l'£C STATDm'.ll'l'$ or CAGll Pt.OW$ NII.
'l'll10 m:Nt MOllTtlJ.I ltWl)lll) lll!J"lDUISl'I ~O, l'~ll Am! 1~~7
(Ullll.trt>tnlll)
(llOLLMtS ll'I THO!lll.MUJS>

1997

lint u.an ................... ,..,.,,.

Mjuet:mo1>ta tc :c:accncile UBt losB to met caah fl°"" fratll operat1'11l' activitLea'

ll~ity iu lo&a of Buffiuvtou hrlx»:, L r..c., .. ,, ••.••••.••••••••• 2, ~z~ z, )$~

P<>Ilr<ICiation •nd .....,u.izaeion. 6l,G6~ 65,65~

f1cy"11ant•tu•t\h1A iutuc••t in Ca•tla l'tR Not•• !7' ~Q~) (,,7~7)

llino>:ity 1ne<1or.. &t in n"'t 1"~"., .••• ", .•• , •. Ul,t36l (&, Ql~)

ll.~cretlon. o! •U&nmin<:a <>n 01or.r.gag., n<>r... a .•.•


Ml<>rti•&tion of '1<itflrr61'1 lOMI. <!<>•t&.,, •..
~r<>vision. fo~ losses on receival>lB& . . . . . . . . . . . . . . . . . . .
~.
~.

lD, 51-n
,,1

~·~ i,
~.
)~1

d61
6, 393

V&l111ttlon "llov...nce or CRDA inve•"*"'ntn <tnd 1tmOrtl:r&tlon of Indian•

Q'..-ifl.Q' eoGe! ..••.••••••.•• , •• , •••• , ••••.•••••.• , • • •• . ••••••••••• 7' css 7,581

Ac<:r"ti<m of plvlntam nto.::1' un.l.t.n., ,, , , , ,, . , , •. , • , , , , ,, . , • , • , , .• , • , , . , • , , , ••• , • ,

lncre<t~n in 1:n~ni<11thl"" • ., ., • • •• ,, ., , • , ........ , , , , , ... , •• , , , .. , , • ,


lncren5e in inve1>tcria• •.• , , • , . , •.. , • , .• , , • , • • • . • • • • • • • • • • . . •••••••••• , ••.
(li., 0!2)
1,53)
(iJ,169)

(1.
'"
6~3)

ln~:r<Jn~o in o~he:r &taeta ...•.•..•.•••.••••••.• , •••.•.•.••••.•••.


~.,··~·eut (S, 6G1) r1s, ,,, l

D"c""'""" (i11.cr••••J la du• f:r.,.. •tt... li4~&1 ...•.• m (1,.37)

In.::nnu1 in o~tier 1u1~ta. ilQ, 1~1.) ( ~.~77)

rn.::rfl"9fl in "''"'ou..n~~ l'"YAl>l" Mtd .. ~,, .... ~"- 6"l>"""""·, ... ~. ~~1 10,355

rn~....,•u• in """!'\led intBrent pn:rlll>l" •....•• , . , •• , • , , • 52,6~~ l7,2>S

http:i/206.181.209 .22/galedgar/EdgarHTMLFiling.asp 11/28/2001


Edgar Online Filing Page 7 of 28

lnei;r.111& U. ott.•,; '""ll·~•= lillbilil:i•n, • , , • , • , • , , , • , . , , . , , , ,

CJIB'ff l'l.OWll l'IW!I llll\fl;;S'l'TW 1'C'l'lVTT.U::S·


"'""'t"'*" of prap•rt<Y ,..,.,. t!lqoi:i;muont, llflt,,,,,.
H>'ll'"""""'"-t in Buffi"lft"" lto.rbor, L.)'...(.'. . . .
Clilll\. :rnv•111t1U1ntn.. .•••••• •••
lttl•tri<:tad <!b.~b
,,, •. ,,,,,, ., .•••• ,,,,,.
•.••••••.•••••••.•••.••••••••
..
(lS 1 7i2)

(l,0.~1~)
I, 013
(11,515)
(1,e6'l'l
(lG,S12.)

CAllll ?!.Clffi l'J!.OM Fll!IJ\NClllO ACTlV:t'tIBll1


!•1u:cll1111e of t<:<1•sury st<><:I<,. , , •• (2, 2~~) (it,27$)
InBUIUlQ6 of l<>n>r~t.u:lll 4 .. l;>t. GO,l6' 2,17?
l'•r->rt <:>t lt11111~t .. u. ""bt •• ' •. '. l72,9,~) (l•.~•7)
Coo.t of isauing- d&bt: . . . . . . . . . , • , (63$)

(7,715)

Net 1n<a.,.o.u• ("·'-"""""ueJ in """h atld ~a•b •Quivb.l*'>tt.,,,,,,,,,, •.• ,.,, •• ,.,,

$1&7,S99

oum t1ITan1eT 11.1.:ni••••.• , .

Pttr<0b.&"e of prcpa.rty and eqoipnent llllllor cl!pital l5aeB obli11atim>a,,., •• , • , , ••• , .• , . $ 2,192

T'tl• ,..,.,_..,ying n.;ita• ar• .., int•in:•l part .;if th•••


cond•o••<'I eoneol1<1.At<n1 finanoi&l at&tftlDflnt".

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS

SEPTEMBER 30, DECEMBER 31,


1998 1997

(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

Total Current Assets


-----------
305,107
-----------
248,475

INVESTM£1l'T IN BUFFINGTON HARBOR, L.L.C. 41,222 43,535


IN'ilESTMENT IN TRUMP'$ CASTLE PIK NOTES 61,190 53,381
PROPERTY AND EQUIPMENT, NBT 1,973,095 2,004,751
CASH RESTRICTED FOR FUTURE CONSTRUCTION . 6,987 13,000
DEFERRED BOND AND LOAN ISSUA14CE COSTS, N?.:T 39,701 45,071
DUE FROM AFFILIATES 3,772 3,493
OTHER ASSETS . 73,397 60.659
----------- -----------
Total Assets ... $ 2,504,471 $ 2,472,365

http:i/206.181.209 .22/ga/edgar/EdgarHIMLFiling.asp 11/28/2001


Edgar Onhne Filing Page 8 of 28

LIABILITIES AND STOCKHOLDERS' EQUITY

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

Total Current Liabilities .... ,, ...... , 214,550 160,417

LO~G-TERM DEBT, net of current maturities . l,B31,543 1,817,569


OTHER LONG~TERM LIABILITIES ... , .......... . 20,110 17,080

Total Liabilities 2,066,203 1,995,066

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)

Total Partners' Capital .. 438,268 477,299

Total Liabilities and Partners• Capital ... $ 2,504,471 $ 2,472,365


=========:::::::

The accornpar1yin9 notes are an integral part of these


condensed consolidated financial statements.

TllUJll' ROTELG ~CASINO RESORTS liOLDilll'IB L,P,

COll'Xl!JNSIW etlll'SO~IDA'l'IJ.> S'l'/\~S Oll' OllEIUlr.J:ONS

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)

(l>OLI.All.$ Ill Tlll:lUSAllDllj

1~98

$36,,077 SJ,i,O~D 971,~aG ~,.f.,655


26,llll 29,346 70,930 77,14~

f"l>Qd tmd llllVArAO'A 4Q,92S ,1,997 11~,,.l 115,915


Oth"'r . . . . . . . . . . . . . . . . . . . , ... 11,121 1a,1gD 3~,5,5 l6, 132
---------- ----------
,46,,6• 42~.~13 1,1ttt,22~ l.~23,,,i
51, 017 128,578 137' 910

Ne~ Rovomrna , •••


' ' . ti85

~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

a31, 191 }1$,51) ~J~.$9~ ~~l.72l


··-···--·· ········-·
~i.,~~ ~?. 0~1 125,~~i 1}4,l}'
--····--·- ---------­

http:/1206.181.209 .22/ga/edgar/EdgarHTMLFi Iing.a'p 11/28/2001


Edgar Online Filing Page 9 of 28

1, 2~0 7,1G6 4,4J2

J;<L"-f!I"'""" ""l"'""" •. '. >' > >.' H' '<' - ' . ' ' ~S2,S65l
!166, 67,)
(28~)

!lS,,!Jfl

Oth&r n<>n•opflr&l\i'.1111 _,..,,., ••• , ••••••••••••••


---------- ----------
(Sl,171) C~l.275) (159,799) (lSl,1411

~n>:lQl'.Wil (LO••) bllforll llquit)' ltl lt>~ll of B\l(fiuqto11


---------- ----------
llarbtlr, L.L.C. Mn'l "l<>Cll'it'.Y lftt<!lr<IAt •••. ~,B09 (J4.~47) !19,2C<l.I
EqUit:y in lo&~ of Buffington ILuhor, L.r...c. ••••• (1,025)
..........
········-·
U,2251 Cl, 7~51

llml' l~ (toS&l
• '· 1e3 ~ ........

<36,77~!
~~
(2~.$5,1
-~-~~·····

Tho accompanying no~es are an integral part of these


condensed consolidated financial statements.

Tllllm' ll'<'lftL& 'i CASTOO JUl'Sl)J\TS lfQtt>llfQS, L.P.


¢\)~$1:D Ci:INSOt..lDM!i:D l'l'AT&MDn' or t.u.mna· Cl.l'lTAL
KIR TRE N:t:NE l!Kl!ITllll D:ll)SD SEMEXUR ~p, 199a

'l'Ol:!ll

$(17,276)

1'11rcbJlo1<•> ot 30$, OOC •Mr<>• or


THCR c"""'°" m'°"'" .. (~. 25~)

Mnt Lon•••••·•·

BAl ..uce, Se»tember ~O, 1~9e •.•..........•..........•. $(19.53Sl $-438.2Ul

n... a<:c<>qiMyifllil n<>te• •:te "" i:lt•~•U .:O•l't (>f tl'll•


co"'1.,0M1'1 c=•<>ll<'lllt•d tln&ncial •t"1o-nt.

Tl'.IMI" UOTILS fl C-'St)IQ ll.B~Oll'l8 U:Ot.lll.ll'Ql.I. t..I'.


Cotl'DElllllED COHSOl'..IDA.'H:D S1'J.1'IDl'IDIT9 or CASI r!.O'llS roll.
TEE llllml MON'l'llS EKD:i:D SEM'El:Gli:ll ~O, l~~~ Alm 1~~1
ltlUMl'l'll1'EPl
(t>Ot.L.US lN Tllotl!WmS)

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~~

Dllp:;-eciatiou aud -=ti:<ati= • • . • • • • • . .. • • • . . •••.••••. st, a,; ~4.~51

l'a:r-ntc•J:n•l<'.:lnol 1nt,.x11~t io C1utl" l'U "1Ptll8 , , , • , , • , .• (7' 809) (5, ?~?)

M:<>:<•tlw; <>f di•<:O\IDt• "" m<>:rt1n1n• n<>tu • • • ••..••••• l. llJ ~.l~l

111110rt:izatior> of d11f""""d lo"" eo•ta .. 5, , , . 5,$0:1

l1~>'t1'ifti01' tor lo"""" oa r11~11ival>l•• •..••••..••.•••...••.•.••••.••••.••••.


Vlillu!ltlon •11""''"""" <>l CIUIJI, >nv"~b!>!lnt~ """ -relr"~-1<>" Qt LM-1<11n1t

lO.~tO

'· )')

o....,_tn;:r en11-t-11- ·1, -~6 7' ~~1

'.Jne"""•" in """'"-iv•hl""
(1.,0,2) (1~,l,~I
~"0"illl-~'! in inv"nt-ori<>~ (t~)l (l,t2~1

http://206. 181.209.22/ga'edgar/Edgar!ITMLFi ling.asp 11128/2001


Edgar Online Filing Page 10 of 28

x.... ,,.,.. MI in otb•>O <lUX'O>Ut """'"""' ' •• ' ••.••


(ij,GOll 11$,79~}
Dt!~rtH•B"' (incr<11u1<1J in d.110 tr= 11.Efiliatoa , , , , .
m (1,4l7)
Incr<l<>.B<l in othor """"t" ,,,,,,,,,,,,,,,,,,,,,,,
UD,1811 (5,277)
ln<!r........ in ~CC<>llfitB l;l"~"blo and • .,..,~u""- U>q>DllllUB ' •• ' •••••• '""' •• 9. 967 10.~~~
lncruaun ln >.m:rumi intocu•t piwal>l• •••• , • , , •• ~l,6Z2 41,~55
Incor"""" in otbnr: lon11•toni liabilitlua , , , • , , • , • , , , • , , , , , • •, ~.2&~ 7,615
---------
...,,2, ---------
8l,,l$
~-------- ---------
Cl\l!H FLOWS FROM IRVESTINO ACTrvITIES!
l'urchoo86 or V"l>l>l>""ll ""'1 l!'l'JiPllf!nt, n•t
xn,,.,~tmllnt
CRDll
it> lutti!lllt<111 RllrtlQr, t..t..c.
InvOttw>il~&

R.e~tri..ted
, , .

<i4all •• , .• , , , , , , •.••••••.

.~

(lD,27~)
.
... 112)

,.,Qll
ni,51~)
(1,857)
(10,572)

\29,9All (8l,Dll)

ei.n: rt.OW$ rWJM flllAlllClll'<ll ACT:tVI'l'lES'.•


---------
""rcl!.11•<1 of t1•aaury •t<><>ll:. •••••••••• , (.\,~S9) \17,276)
188\laQ~ .. Of lOjl.<J·tan> <l<ll:Jt , •,,,,," • • • • • · " E8,16l ~,177

Pay:wiat ot l001r·t•:i:t0. &Int ••••••••••. 11~,9~~) ill,~4"1)

C<Hll: of J.taulug <l<lbt C62E)


--------- ---------
p,71S) jJQ,Ol~)

--------- ---------
l7,l70 (~~.445)

140,3#4 11s, 1as

CASH Mm CA!:H E'Qtl:CVALEm'S AT &!ID OF PERIOD , , , • , , , , •• , • , • , , , , , ,


---------
$1e1,59t
---······
$146,lDO

er.tiff; !tr.r!lllUl:ST PAtO ••••••••••••••..•• ,,,,,,,,,,,,,,, $1~l,710 $101,,t~

42,1~~ ~•,o~s

The accompanying notes are an integral part of these


condensed consolidated financial statements.

TRffilP HOTELS & CASINO RESORTS, INC. ,


R<>turn ta Naviga;,or>al '.Bbl<> o! C~nt~r>ts

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


AND
TRUMP HOTELS & CASINO RESORTS FUNDING, INC.
NO'l'ES 'fO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tm.1\UDITED)

(1) ORGANIZATION AND OPERATIONS

•rhe accompanying condensed consolidated financial statements include those of


Trwnp Hotels & Casino Resorts, Inc., a Delaware corporation (~THCR"l, Trump
Hotels & casino Resorts Holdings, L.P., a Delaware limited partnership ("THCR
Holdings"), and subsidiaries, including Trump Hotels & Casino Resorts Funding,
Inc. ( "THCR Fundingn) THCR Holdings is currently owned approximately 63. 4% by
'l'HCR, as both a general and limited partner, and approximately 36.6% by Donald
J. Trump ('Trump"), as a limited partner. Trump's limi~ed partnership interest
in THCR Holdings represents his economic interes~s in ~he assets and operations
of '1'HCR Holdings. Accordingly, s':.lch limited partnership interest is convertible
at Trump's option into 13,918,723 shares of THCR's conunon stock, par value $.01
per share (the "THCR Commo:i Stock"). Trurr,p's votir:g interest in THCR is
rcprezented by the Cla:;;:; 3 Common Stock of THCR. The Class 8 Common Stock votes

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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.

Trwnp Indlunu, rnc. { '"rrump Indiana"), which commenced operation!; on June


8, 1996, o'.ms and operates a riverboat gami::ig facility at Buffington
Harbor, on Lake Michigan, Indiana (the "Indiana Riverboat") .

Trump's Castle Associates, L. P. ("Castle Associates"), which was acquired


on October 7, 1996, Castle Associates owns and operates Trump Marina Hotel
Casino ("Trump Marina") located in Atlantic City, New Jersey.

THCR Funding, the co-issuer of $145,000,000 15 1/2% Senior Secured Notes,


due 2005 (the ~senior Notes").

All significant intercornpany balances and transactions have been eliminated


in the accomp(:l.nying condensed consoliduted financial statements.

The acco~panying condensed consolidated financial statements have been


prepared without ~udit. In the opinion of management, all adjustments,
consisting of only normal recurring adjustments necessary to present fairly the
financial position, the results of operations and cash flows for the periods
presented, have been made.

The accompanying condensed consolidated financial state1nents have been


prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). Accordingly, certai.n information and not& disclosures
normally included irt financial state1nents prepared in conformity with generally
accepted accounting principles have been condensed or omitted.

·These condensed consolidated f.inanciaJ statements should be read in


conjunction with the consolidated financial statements and notes thereto
included in the annual report on Form 10-K for the year ended December 31, 1997
filed with the SEC.

TRUMP HOTELS & CASINO RESORTS, INC.,


TRUMP HOTE~S & CASTNO RESORTS HOLDINGS, L.P.
AND
TRUMP HOT~LS & CASINO R~SORTS FUNDING, INC.

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NOTES TO COl\fDENSED CONSOLIDATED FINANCIAL STA'rEMENTS


(UNAUDITED)

The casino industry in Atlantic City is seasonal in nature; accordingly,


results of operations for the period ended September 30, 1998 are not
necessarily indicative of the operating results for a full year.

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.

Ba.sic Loss Per Share

In the fourth quarter of 1997, THCR adopted Statement of Financial


Accounting Standards Board, Statement No. 128 ~Earnings per Share" ( "SFAS No.
128"). SFAS No. 128 requires the pxesentation in the consolidated statement of
operations fox all years presented of both basic and dilutive earnings per
share. Dasie and dilutive loss per share co.lculated 1.inde:r this Statement does
not differ from earnings per share reported in prior periods.

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

Certain reclassifications have been made to prior year financial statements


to conform to the current year presentation.

l2) PROPERtY AND BQUI~MENT

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

On April 17. 1998, Trump's Castle Funding, Inc. ("Castle Funding")


refinanced its 11 1/2% Senior Secured Notes due 2000 (~he "Old Castle Senior
Notes") and its tflrm loan with a bank (the '"!'enn Loan'') by issuing 10 1/4%
Senior Secured Notes due 2003 (the "New Castle Senior Notes"), The proceeds from
the issuance of the New Castle Senior Notes were i..i.sed to redeem all of the
issued and outstanding Old Castle Senior Notes at 100% of their principal amount
and to repay the Term Loan in full, In conj'.lnction with this refinancing,
Trur.ip's Castle Hotel & Casino, Inc. ("TCHI"), a New Jersey corporation and the
general partner of Castle Associates, obtained a working capital credit facility

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(the "Working Capital Loan"). Both the New Castle Senior Notes and the Working
Capital Loan are guaranteed by Castle Associates.

'fhe New Castle Senior Notes have an outstanding prtncipal amount of


$62,000,000 and bear interest at the rate of 10 l/'1% per annum, payable
semi-annually each April and October. The New Castle Senior Notes mature on
April 1'7, 2003,

10

TRUMP HOTELS & CASINO RESORTS, INC.,


TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
AND
TRUMP HOTELS & CASINO RESORTS FUNDING, !NC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDI'lED)

The Working Capital Loan has an outstanding principal amount of $5,000,000


and bears interest at the rate of 10 1/4% per annum, payable semi-annually each
April and October. The entire principal balance of the Working Capital Laun
matures on April 17, 2003.

A tender offer w·as made to existing holders of Castle Associates' 11 3/4%


Mortgage Notes due 2003 (the "Mortgage Notes") on July 9, 1998, offering $940
per $1,000 of principal amount, plus accrued interest. On August 19, 1998, the
tender offer was amended to increase the consideration to be paid to tendering
Mortgage Note holders to $975 per $1,000 of principal amount, plus accrued
int~rest. Cor.su'Nflation of the tender offer was conditioned upon, among other
things a minimum tender of 98% of the principal amount of the Mortgage Notes.
Since the minin\u.rn tender requirement of 98% ·was not satisfied, the tender offer
expired at 5:00 p.rn. on September 17, 1998, in accord~nce with its terms_

( 4) FINANCIAI, INFORMATION

Pinancia1 infoD10.tim• relating to TllCR Furu'lino ia as follo.ts;

T<.>tal Ati•<1tb (J.nel11dinQ lll<)t"~ •·111wiv,.bl• o~


$1,5,000,000 at Set>t...W.." 30. l'~S an<'!
°""'-" 31, 1991). . , , , , , , , , , , , , ••• ,,,,,. $1,5,:)36,000

............

'N>t"l Lillbiliti~a anl1 Ca1>ital (111cl~<'.lilllf $1&5,000,000 '!if 661li<'>r


NQtfn .. .......... ..... ..... ... Gl.51,555,ooo $145,336,000

lnt<1r<1st lnc"""' from T!fCR Bolding& •• , .. , , • , • , , ...... , ....... , , $16,a56,ooo 015,a55,ooo

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(5) ACCOUNTS RECEIVABLE

Plaza Associates is appealing a real estate tax asDessrnent by the City of


Atlantic City. Included in accounts receivable is $5,191,000 which Plaza
Associates estimates will be recoverable on the settlero.ent of the appeal.

( 6) CHANGE IN ACCOU!.JTING POLICY

On April 9, 1998, the Arnerican Institute of Certified E'ublic .l\ccountants


("AlCPA") issued Statement of Position ("SOP~) 98-5 nReporting on the Costs of
Start-Up Activities", The new st.;indard amends previous guidance from the AICPA
that permi::ted capitalization of start··up costs in certain industr.li?.s and
requires that all nongovernmental entities expense the costs of start-up
activities «S those costs are incurred. Under the SOP, the term ~start~up" has
been broadly defined to include pre-operating, pre-opening and organization
activities. Companies must adopt the new standard in fiscal years beginning
after Decernl)Bl'.' 15, 1998, At adoption, a company must record a cumulative effect
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 costs which were incurred and capitalized
since the Oeginning of the fiscal year and adoption of the SOP.

11

TRUMP HOTELS & CASINO RESORTS, INC.,


TRUMP HOTELS & CASINO RESORTS HOLDINGS, L,P,
AND
TRUMP HOTELS & CASINO RESORTS FIJNl)ING, INC.
NOT3S TO CONDENSED CONSOI,!DATED l-~lNANCIAL S'l'A'l'E!-tEN'i'S
(IJNAQDITED)

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.

ITEM 2--NANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL COND'.ITION AN

RESULTS OF OPERATIONS

CAPI'l'AL RESOURCES AND LIQUIDITY

Cash ~lows ~rorn operati~g activities are THCR's principal source of


liquidity and were $8~,928,000 for the Pine months ended September 30, 1998
compared to $84,615,000 for the compa~able perlod in 1997.

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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.

Capital expenditures attributable to the Taj Mahal were $5,849,000 and


$37,948,00~ for the nine months ended September 30, 1998 and 1997, respectively.
Capital ex;ienditures for improvements to existing f('lcilities were approximately
$5,849,000 and $7,596,000 for the nine months ended September 30, 1998 and 1997,
respectively. capital e'll'penditt1res attributable to the exPansion of the facility
were approximately $30,352,000 for the nine months ended September 30, 1997,

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.

Capital exvendittires attributable to Castle Associates were $1,950,000 and


$5,453,000 for the nine months ended September 30, 1998 and 1997, respectively.
Capital expenditures attributable to Trump Indiana were $8,994,000 and
$2,616,000 for the nine months ended September 30, 1998 and 1997, respectively.
Approximately $15,000,000 costs of hotel construction and other infrastructure
improvements will be applied towards satisfying the economic development
commitment requirGd in connection with the India~a licensing process. THCR is
currently ::iegotiating with the Majestic Star Casino, L.L.C. ("Barden"), the
oth"'r riverboa':.'. licensee and joint awrier with Trun~p Indiana of Buffington Harbor
Riverboats, L.L. C. ("EHR") for the developrr.ent of a 1,500 space parking garage
by BHR which would cost approximately $15,000,000.

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.

The New Castle Senior Notes have an outstanding principal amount of


$62,000,00Cl and bear interest at the rate of 10 1/4% per annum, payahlR
serl'.i-annually each .Z\.p::-il and October. The Kew castle senior Notes mature on
April 17, 2003.

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The Working Capital Loan has an outstanding principal amount of $5,000,000


and bears interest at the rate of 10 1/4% per annurn, payable semi-annually each
April and October. The entire princip~l balance of the Working Capital Capital
Loan matures on April 17, 2003.

A tender offer was made to i.::xisting Castle Associates' Mortgage Note


holders on ,July 9, 1998. offering $940 per $1,000 of principal amount, plus
accrued in:erest. On August 19, 1998, the tender offer was amended to incx·ease
the consideration to be paid to tendering Mortgage Note holders to $975 per
$1, 000 of principal amo1,1nt, plus accrued interest, Consummation of the tender
offer was conditioned upon, a1nong other things a 1ninimum tender of 98% of the
principal amount of the Mortgage Notes, Since the minimum tender requirement of
98% was no: satisfied, the tender offer expired at 5:00 p.m. on September 17,
1998, in accordance with its terms.

Castle Associates has the authority to obtain a working capital facility of


up to $10,000,000 (of which approxim('lt:!.?ly $5,440,000 is outstanding) although
there can be no assurance that such financing will be available or on terms
acceptable to 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.

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In addition, the ability of Plaza Associat~s. Taj Associates and Castle


Associates to make paymenti:; of dividends or distributions to THCR Holdings may
be restricted by the New Jersey Casino Control Co.rrunission ("CCC" l. Similarly,
the ability of Trump Indiana to make payments of dividends or distributions to
THCR Holdings may be restricted by the Indiana Gaming Commission,

13

RESUL1'S OF OPERATIONS: OPERATING REVENUES AND EXPENSES

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""'""""'" ........•..•.•••••
••••••••••••••••••

lllilT ltRlt8lfllBll •••••••••• ' •• ' • ., • ., •••• '" •


132.S
11.$

ll,. 7
lijO.l
1e. o
1~2.1
.. '
l~.u

38.8
13.4
11.7

~1. 7
,,,~.n

''·'
3t7 .b

4'1.lHTB lWlJ Rlll'K.Nllli:U'

... ...
(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

97' J 12~.' )~.2 10.9 11• .8

Hon-oporatinq :tncame (E:>cp..ns.,)


17.11

•••
(ll. ~l
3~.s

,_,
\al. ~l
•••
'·'
(l.l)
.. ,
1c.11=

(12.9)
...
lj~.5

<~~.u

'IQTM. lfOH~QgE!IATtNO Ell:fli:m!Z:, llE1.' • , , , , • , , , , , , • • (,\,\.~) (2~.3) (l.~) \12.7) {53.•)

l:.o•B :ID .Joint v.,nturB (0.1f (0.7)

'·' ll.2 $(2.~) (l.t) ...


lm'1' :mcotm .................... . .
(3.1)

.'

Intercompa~y eliminatio~s and expenses of THCR and THCR Holdings are not
separately shown.

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Al!BDCI..TEa ASSOC~ATE'1
'~
_,M ¢01'1'90Lll'>AT!tl'.I•

UXlLLN\U lll m:r..~lOJll)

137,I 14,6
"'''° ~5. 3 ""
°" 18. 7 ' 3•1.l
IS.S

IJWI'~ REVENUll"B . . . . . . . . . . .

LOSO l Pr<llOOti<>""l All""Ml~t13


m

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

tl<il1:n;e"i11t!1>t1 ~ M>;>>"el~ati<;>n ••• '"' ,,, ,a.a

ot11ac " • .. .......... . u '" 21.4

121-~
,,,, 69-1 ~l~. 6
"
Non"operating lnr."""' •.
ue•reat lilXXf""&" , , , , • , •
" ...
(12.2)
JO,,

01.1) "'
'"
,,,
(~.3)
10.6

•••ei
(J.~.
97.l

'·'
(Si.~!

TOTAL NOH-OPERATJNtl EltPE!WE, ""1' •. (12.1) (23.4) (2.3) (12.7) (51..l)

Ll.~I (l,Q)

t!ICOO (UlSllJ
MnmRI'l"I' JurmtE/IT

Minority Inb•x-e•t
~J:l'OM

••• "' • (1,,) 12, 1) ...


(1,BI

,,,

Intercoropany eliminations and expenses of THCR and THC~ Holdings are not
separately shown.

14

•u~
r.S80C:ut.Tll8
'~
ADBOGIATI!H

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

tw;r (I»l<:rl ""'"" p:rtc>r P•:rio<l.


,,.
"'
,,. • ,,.
(~1)

••"
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
"'

'~'

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Edgar Online Filing Page 19 of28

AllSOC:lATEB
............. AS90CU.TES
.......... ·~-
(Ii(ILLJIM lf.T !C:LLlON'1
""'"' CONSOL? DATED

Tllbln a""""lt<l"'"'"'m ,,,,,, ~5.'


• •a .a .,•••..
a3.1 10~-9
Tll.bl<I !111fM Drtll).,,, , . , , . . ,
T!lblQ Will ~OJ:<:<:mt1190,","
llUmb.!lr ol 'l'~blo (!"""'",,, ,

172.7
1• .e'\.
"'
$

' "'
)f~.5
14..l% 11" l ..

"
13S.9

..

17 .o..
102.s
15.1%
m
lllot lto"cnua8, •••••• , •••••

Aloe a .....u....... .,.,. .....

Siot: Win t>nt<r<>nt•ll"•, , , , " , . , ..•••• , ., ,

Rllnbor of Ill ct MacbinB3 •••••••• , ••••••••

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

(OOL!JoJ\11 :ti( N:U,tlOlllll

118V>:Nl1E1l '
$~&~.~ $)9~.t $1~8.U
Gtrll'!illg •• "'' ,,,,,,, . . . . . . . . . . . . . . . . . . .
77.1 ~ .... 9 4~. 8 ' 911.G
21•. 9

Ql'IO!S REVENUES, ••••••• , • , , lt1.0 477 .3 241. 8 1,186.5


IAlis' i'tl'"''"t.l<.>""'l ltll~q~ *'. e SQ. 6 ~g. l 129. 6

!IE:T REVEm.IES. 313.2 '2ti. 1 lC:t.~ :r.10 .1 l,Q~l.~

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Edgar Online Filing Page 20 of 28

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

211.1 ~~s.i. 101.~ l~l.2 932.6

...
~~-~ 1L) u ll.1 125. 3

t1ou-01;1oro.t1nu in~ .., L•


"·'
{7.G)
•••
!lt.H 1166-11
tnt•r-t11•t ~""'"'··· O~-~l (10.•J

o•-'i (6'-~l {6.t) (31.~) ClS~.81

LOH! in Joint v111:1t11r11. ••• , , . , ••••• (2.~J li.il

:mcOME (1.0aa) BEF(iRE


.., $(1,.9)
l'ONQIU'l'Y lNT&lll'lllT.,.,,,,,,,.,, •

Mirt0,,.ity n1e11r11""· .•••••••••••••••••••


'' ' (, -~) 136.n

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,

············. ........ -· .. ·-· .......... ·--···. ·­ ·--~- ··········­


lllJ\1.11.
'~ 'm.11l'IP
AllSOCIATi!S A~SOCIA'l'BB Ufflll'1fll _,~
c:m•mH.Illll=*
·-·-··---- (DOLLARB HI >!ILL:t0NB)
··~-----------

l\ll'VRllVEll •
G!llllliog.
Ot.ll"""
$~as.s
Al. 7
$'00.1
,!, 3
$103.3
,_, $205.l
49,4 ' 99,.ti
~~~-~

GMSS~''''''''' ~~~-~ •96.0 106. 0 2St.5 1,221.a


w • .,, Prot!btion&l AllOY*n<:eo.
~'·'
)l~-S
5$. 3

'~'. 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

1Vl'M. COSTE A.NP EIU'>l>ll>EQ . . . . . . . . . . . . . . .


280.8 367.l 93 .1 ZOl.S ~~l-~

:Hl.7 10.6 11.a 21.'T 13,.0

--Q)?OrA"tlng In""""' ••• ' ••.••••


••• ••• ••• ••• ..,
U1Ulrtl>I~ ~ltllll ••• , • , , . . . . . , , .. , , , • ll~.~) 17l.1J n.sJ !J7.J) (157.~)

tlf.2) (10.2) (1.)) (l1.~) (l~l .JJ

U,BJ (~ ,•J

Tlj'~OME (LOSO) BEF'ORE


l!Cl110"'l'M' X'1'tltltllff1:'. ...

····-·
• 0 •• ,., ittS,31 na. u

'·"
U4.1J

Inte:rcompany eliminations and expenses of THCR and TI-ICR Holdings are not
separately shown.

16

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•uu
........... ASSOCU.TtS
ASSO.::lJ\.'raS
..........
•M rn~

'~-
m-
""'"''

COlU{lLIDA'l'ED
············­
(D0tt.1UUJ 1N l!ltLt.t0119, Eltl:IPT STATISTICAL llllTA)

TADL~ WJm IU!llliltlUR~ . ,, •••.•••••••. ,,,1 149. 3 2s.1 53 .6 3~,.~

H•"r (""'""' aver prior poricd ••••.


Tl!lhl<I ti"""' llMtl•••••••••••••••••••
ln<'>: {Docr) ove:i: pt'ior pori<>d ••
'·'
4GS,$
~10,U
(7.
90~.
($8.
~)

0
~)
4 5 .2}
11$1.9
4 ~ .2}
{(i.8]
J4$. J
()5.6)
n.t.ll

l,t9S.U

{137.9)

T"bl• lit" l'arc...,t11.gu ••••••• , , , .... 15.7% 16,$'1 15.9<!; 15.S" 11i .1'11

1.•vt•.
" " .,

o.?pts. pta. ptft. O,, pt;S,

'"
n1<lr (D<!<l .. ) ovt1r prior 1>11r.i<>d••••• i)
N\JJMon: of Tnblo 011111.oa.,,,,,, •• , ••. m
t=r (bol~r) """" p1rior pori<>d., ,, , , , • , • , "' m "' "'

(~0)

"' ' "'


••
llLO'T lllNllmJE~ • • • • . • • • • • • • . • • • • • 201.6 ~~'- 5 ')'~ .6 14~-~ 6~0.~

lnnr (tltlQJr) avor vrio~ pu<J.od,,,,,,,,,,,


Blot: l!!Ul<tio,,,,,,,.,,,,.,,,,,,,.,,.,,,,,
<4.$)
~.5«l.l • $ l,1t2.~
rn. ~l
1,1a~.1'·' (0,,J
1,763.5 •
(9.5)
8,~5,,5

Inez: (Doer) "'"'" vrinr V"riod.., • , , , • , , , , (60.t)


' (8.8} 10,.1 l.B,B
• ~a.1

Slot Win l'tlrcu1>t•Vt>••••"•'''''''''''''' t.1% 8. ~ ..


'·'"' S. l" 1.~1<
Inez: {Doer) aver prior pariad., •• , , , •• , •
W\l.mbur of Slot ~<>h:l.n11u",,,,,, ",,,,,, ,
ID<:>: CD<i~r) i;w•r pd.01: W•i.od..
ottr.er 111\.mJ.ng ll9VOA1<t-f • .••.•••
.
(0.1!pea.
'· 12t
.,.,,. '
(0.2lPt•-
4,131
ll)
l.t.6
o. ~
'" l, ,7,
l)pt•.

.,.
(~3)

•I• ''
iO.lJpta.
~-1~3

,..,.,
('i)
tO-l)pt9.

'' "·'
11, ?~9
m
·~·'
~n<:.: (J>rlein ov"\ prior P•ri.;.4
10'!'"1. (ilAJllNtl REVK!fl)Ell 2ti3.~ '' :;su.t 101.~
• 19~.o
• g11.~

UICI!. \D!:CK) \;JVD l'RlOll lrl:!.ltlOP , • , , , , , , • , o.6J


' (12.,) Cl.O)
• n.1)
' (23.0)

·-
AaBOCU'l'liS
'M
MfKK:J;l\n:.11
-·-·-·····CWUN<S
rn-
l.WlMI!.
...........

llil ln'l.J..l()Ni!)
~

JlllltlHA
rn0<
COlilOOt.llll\'l:'l!ll

c
VJILI< GAl!II< REVllOUI<.!\. ' " ' • • " ' ' • • ' • " ' ' 71.1 t56. 6 311.9 60.,
' 31~.

'tllbl&Gnlllil ti-rop ••
T<lbl,. "itl ll6:t~&ll.tllQ'll•, •
N\t10I><>" ot ~Atll& a ......a.
..........
l9i.5
l,.l,

"'
991.2
1~.&%

"'
1S5.l
l&.7\;

"
l80.9

.
15.t"
$l,OJ1.1
15.1'\

"'
·=
lll<VEHUEI! ••••••••.
Shot R11.n<!ll6 ••• •••••• .,, .... ,
21&.&
2.~22. 7
''
230.0
~.7,1..4
72.•
1,077,0 ' 1.744-7
'
l&LO
' 65~.8

G&,1~$-8
~l"" Win "'"""ontaQ<i.
NUmb<tr of Slo~ Mo.chinos ••• , •
Otlw:r <IM1tng ft<l""''°""o'., •• , .
............
............
Ttl':rAI. <)J.M:Ul'tl ItI:VElltlES, , , , , .. , , • , , , . . . . . .
a,2..,
,,.
4,080

2as.!
3,92•
14 .1
400.'
~·'"
6.1%
.,.
1, &21

103. 3
8,2\
2,214

205,1 "'
11.i•~
s.~

l~-·

g,,,6
..

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.

Substantially proportionate to the decrease in gaming reve::iues, gaming


costs and expenses decreased $12,288,000 or 2.0% froi:n the co1npc.rable period in
1997. This decrease primarily represents marketing and promotional costs.

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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.

Insurance reserves were reduced by $2,820,000 as the result of an internal


risk management review at Plaza Associates, Taj Associat~s and Castle
Associates.

Interest expense increased due to the additional $100,000,000 of TAC II


Notes and TAC III Notes issued on December 10, 1997 of which $75,000,000 are TAC
lI Notes issued by 1rrwnp AC together with Trump AC Fune:ling II and of wh:lch
$25,000,000 are TAC III Notes is.sued by Trump l\C together with Trump AC Funding
lI!.

SEASONALITY

The casino industry in Atlantic City and Indiana is seasonal in nature;


accordingly, the results of operations for the period ending September 30, 1998
are not necessarily indicative of the operating results for a full year.

IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STA.1'8MENTS

The l?:-ivate Securities Litigation Reform Act of 1995 provides a "safe


harbor" fo:: forward-looking statements so long as those statements are
identified as forward-looking a~d arc accompanied by meaningful cautionary
statements identifying important factors that could causP. actual results to
differ materially from those projected in such statements. In connection with
certain fo:·v.rard-looklng statements cont.ained in this Quo:i:-terly Report on Form
10-Q and those that may be made in the future by or o~ beha~f of the
Registrants, the Registrants note that there are various factors that could
cause actual results to differ materially from those set for:th in any such
fonvard-looking statements. The forward-looking statements contained in this
Quarterly Report were prepared by management and arc qualified by, and subject
to, significant business, economic, competitive, regulatory and other
unccrtaintieo and contingencie;:;, all of which are difficult or impossibl41 to
pred:i.ct and many of which are beyond the control ot the Registrants.
According1y, there can be no assurance that the forward-looking statements
contained in this Quarterly Reporl will be realized or that actual results will
not l.ie ::oig:1ificantly hi.ghe1: or lower, The statements :nave not been audi tcd by,
examined by, compiled by or subjected to agreed-upon procedures by independent
accountants, and no thtrd-party has independently ver'itied nr reviewed such
stateme~cs R~aclArs ot this Quarterly Report should cojsider these facts in
evaluating the info:::·rnaLion contained herein. In v.ddi~ion, the business and

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Edgar Online Filing Page 23 of 28

operations of the Regist:rants are subject to substantial risks which increase


the vncertainty inherent in the forward-looking statements contained in this
Quarterly Report. The inclusion of the forward-looking statements contained in
this Quarterly Report should not be regarded as a representation by the
Registrant or any other person that the forward-looking statem~nts contained in
the Quarte~ly Report will 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.

ITEM 3--QUANTITATIVE AND QUALITATIVR DISCLOSURES ABOUT MARKET RISK

Pursuant to the General Instructions to Rule 305 of Regulation S-K, the


quantitative and qualitative disclosures called for by this Item 3 and by Rule
305 of Regulation S-K are inapplicable to the Registrants at this time.

PART II--OTHER INFORMATION


R~turn to Naviqati6Ml T<lbl,. 6f Corl~,.nts

ITEM 1--LEGAL PROCEEDINGS

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

Plaza Associates. The Casino Reinvestment Development Authority ( "CRDA''),


as required, set aside funds for investment in hotel development projects in
Atlantic City undertaken by casino licensees which result in the construction or
rehabilitation of at least 200 hotel rooms. These investmen~s are to fund up to
27i of the cost to casino licensees of such projects. In June 1993, Plaza
Associates made application for such funding to the CRDA with respect to its
proposed construction of the Trump Plaza East facilitios, demolition of a
certain structure adjacent thereto, development of an appurtenant public park,
roadw·ay and parking area and acquisition of the entj re project site. The CR.DA,
in rulings through January 10, 1995, approved the hotel development project and,
with respect to sante and pursuant to a credit agreement between them, r-eserved
to Plaza Associates the right to take investment tax credits up to approximately
$14.2 million. Plaza Associates has, except for three small parcels discussed
below, acquired the site and constructed and presently operates and maintains
the proposed hotel tower, public park, roadway and parking area.

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

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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.

Additionally, with respect to the two parcels to be included in the public


park portion of the project, the CRDA, by a separate motion, sought an order
that Plaza Associates' application and credit agreement b~ deemed amended to
terminate the CRDA's obligation to acqu~re the two parcels and to enable the
CRDA to abandon the condemnation proceedings with respect to these two parcels.
This raotion was opposed by Pleiza Associates. By order dated April 1, 1998, the
court denied the rnotion but granted the CRDA leave to amend its pleadings by a
filing •Nithin 14 days from the date thereof formally asserting a claim for
specific performance of t:t1e alleged agreerr:ent. The CRDA did not file any such
,:i.mended pleading within this permitted tirr.e period.

Also, the defendants in two of the condemnation p~oceedings filed a


separate joint complaint in the New Jersey Superior Court alleging, among other
claims, that the CRDA and Plaza Associates were wrongfully attempting to deprive
them of property rights in violation of their constitutional and civil righte,.
Coking, et al. v. Casino Reinvestment Development Authority, et al., Docket No.
ATL-L-2555-97. The CRDA's motion for summary judgment on the complaint and Plaza
Associates' motion to dismiss it for failure to state a claifll were granted by
the New Jersey Superior Court on October 24, 1997 and November 11, 1997.

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

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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

have a material adverse effect on its financial condition or results of


operations of THCR.

ITEM 2--CHANGES IN SECURITIES Ar.VD USE OF PROCEEDS


f!:S.'c'.~.. .t!L:!i!:.!.~)l?.7.!.?.::?.)...7:1-.~!.f'...'?.'.•• :O!:!:!O!O!!!O:!
None.

ITEM 3--DE!AULTS UPON SENIOR SECURITIES


Return to N~vlg~:.c:rn~l T~h\1! <:if r:on~~~r•

None.

ITEM 4--SU3MISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the 1998 Annual Meeting of shareholders on August 6, 1998, the


stockholders of THCR voted on the following two proposals:

Proposal 1. The s~ockholders of THCR re-elected each of the Directors of


THCR, The number of votes cast for each of the nominees were as follows:

Common Stock

For Withheld

Donald J. Trump ........... ,,.,, .. 32,556,131 1,334,579

Nicholas L. Ribis., ........ ,, ......... . 32,619,595 1,271,115

1nallace B. Askins ..................... . 32,618,032 1,272,678

Don M. Thomas ......................... . 32,618,723 1,271,987

Pe::er M. Ryan ......................... . 32,629,523 1,261,187

All 1,000 shares of Class B Common Stock were voted in favor of Proposal 1.

Proposal 2. The appointment of Arthur Andersen LL? as the independent


public accountants of THCR for the fiscal year ending December 31, 1998 was
ratified by a vote of 33,724,460 shares of Common Stock for, and 104,959 shares
against, with 61,291 shares abstaining, All 1,000 shares of Class B Com.'l.on Stock
were voted in 7avor of Proposal 2.

ITEM 5--0THER INFORMATION

None.

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ITEM 6--EXHIBI'l'S AND REPOP.'l'S ON FORM S··K

A. EXHIBITS;
R~turn to Navigatoo•.~l __Tabl" <.>£ Cont,;fll.S

EXHIBIT NO. DESCRIPTION OF EXHIBIT


-------- -M-~------------------
27 .1 (1) Financial Data Sc:hedul e of Tromp Hotels & Casino Rosorts, Inc.
27.2(2) Financial Data Schedule of Trump Hotels & casino Resorts: Holdings, L.P.
27.3(2) Financial Data Schedule of Ti::urnp Hotels & Casino Funding, Inc.

(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.

B. CURRENT REPOR'T·S ON FORM 8-K:

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

Pursuant to the req~irements of the Securities Exchange Act of 1934, as amended,


the registrant has duly caused this report to be signed on its behalf by the
undersigned the~eunto duly authorized.

TRUMP HOTELS & CASINO RESORTS, INC.


(RegJ.strantl

Date; November 13, 1998

By: FRANCIS X. MCCARTHY, JR.

FRANCIS X. MCCARTHY, JR,


Executive Vice President of Finance and
Chief Financial Officer
{DULY AUTHORIZED OFFICER AND PRINCIPAL
FINANCIAL OFFICER)

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

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Edgar Online Filing Page 27 of 28

undersigned thereunto duly authorized.

TRUMP HOTELS & CAS~NO RESORTS HOLDINGS, L.P.


(F.egistrant)

Date: November 13, 1998 By: 'l'RUMP HO'I'ELS & CASJNO RESORTS, INC.,
its general partner

By: /S/ FRANCIS X. MCCARTHY, JR.

FRANCIS X. MCCARTHY, JR.


Executive Vice President of Finance and
Chief Financial Officer
(DULY AUTHORIZED OFFICER AND
PRINCIPAL FINANCIAL OFFICER)

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,


the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TRUMP HOTELS & CASINO RESORTS FUNDING, INC.


{Registrant)

Date: November 13, 1998

By! /s/ FRANCIS X. MCCARTHY, JR.

FRA:t\CIS X. MCCAR·rHY, JR.


Executi\re Vice President of Finance and
Chief Financial Officer
(DULY AUTHORIZED OFFICER AND PRINCIPAL
FINANCIAL Ol;PICER)

23

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<CH!.> OOR0943lla
,_, TJUIMP DQTEL& " CJ.nUIO RESOPTB, DIC.
<MULTIPLIE&~ l,000

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~rtse>.1."~"=' l:lOC·ll·l~?fl
<PERlQD•E'rAl>.·r· JAN-01-1998
<l'l>Rl0ll-l>l'IJ1> ~ITT'-~0-1?98
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'10~. 111
~.li~.~-l
~tl'i:ll'll.llCIA:ll:tOW> )$6.0~6
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<O't'lllllt•llfl~ 1Q~, Q4~
:l,504,•1$
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~TOTAL~REVENUE~> 1, 186, 5:11
<OQH>
<'l'OTAL-COSTS> g1n,•s2 •
<O'.mlm··UP.EmSl':S> 262,210
<WSS•PIW\ttlHOll> 10,510
<J«l'SllEST- i;;itPl'lilS>l> 166,61~

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:i:u~l<>dea .,.,,..,,..,1 a &&.litllbt>"•td.ou, &.o..-<1ei1u:i<:1A a lll!l(lltlza.tiOll. IUl4

.,....,,<1lopmnnt Go;>ft!il.

(Return to Navig:itional Tab~£Q!l1~.n!U

return to filings

Customer Service 1~800~843~7747


(c) 2001 Thomson Financial. All rights reserved.
Tenns and Conditions

http:/1206.181.209.22/ga/edgar/EdgarHTMLFiling.asp 1112812001
... .,.
Trump Hotels & Casino Resorts: Directors and Executive Officers Page 1 of 1
"

Directors Executive Officers

Donald J. Trump Donald J. Trump


C//rnim(m ofil1<' fioanl Chuirm:,m rifthc Board, Pr~.•1dem ,;mr) ChJ,:f

l:'x~cutn~ O!Jke1

tru:1111 1INcl~ & Cnsm<l Rcso11s, In~

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 &

Peter I\.1. Ryan llegulutory Ajj°'ii1-.<

'll·c Marl:n Gmup. LLC


f~(· B1ll<JkWot>d C~r1 ,ng!Gn ff~-·~nfis :~t~cCaiFhy~'l(:
1trcrU1IW! Vi,:t / 1 rl'.~!drn/ /ij,·•~j~'#))'Ole 1:mrmrf
Fund,J,LC
& Chitff-immc·1(1/ ')j]lccr

.iitbfl .P:;ou'rl.:t- ·'


Eri.'<illive ric'I' I'n'sirk/!/ J Corporal~ TrellHirei

http://www.trump.conv'corporate/directors.html 11/3012001
_.

Officers & Directors: Biography for DJT from Multcx.com Page 1 of I


.I "

M.c~. Jr.. Francis X.. (48) Executive Vice President~ Finance and Chief Financial Officer
Mr McCarthy has been servlng as the Executive Vice President of Corporate Finance and Chief Financial
Officer of THCR, THCR Holdings. and THCR Funding since September 1998. Mr, McCarthy has also been
serving as the Chief Financial Officer of Trump AC, Trump AC Funding, Funding II and Funding Ill srnce
September 1998; the Chief Financial Officer, Chief Accounting Officer and Assistant Treasurer of Castle
Funding since August 2000; and the Chief Financlal Officer of Castle Associates since August 2000. Mr.
McCarthy served as the Executive Vice President of Corporate Finance of TCS from October 1996 until its
merger into Taj Associates on December 31, 2000; the Vice President of Finance and Accounting of Trump
Plaza GP from October 1992 until June 1993: the Senior Vice President of Finance and Administration of
Plaza Associates from August 1990 to June 1994; and the 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

Bur~e •. ~Ph.n f::! ••.


(53} Executive Vice President and Treasurer
Mr. Burke has been serving as an Executive Vice President of THCR, THCR Holdings, THCR Funding and
Trump AC since January 1999. He has also been se1Ving as the Corporate Treasurer of THCR, THCR
Holdings, THCR Funding and Trump AC since their respective formations in 1995, the Corporate Treasurer of
Plaza Associates and Taj Associates since October 1991; and the Treasurer of Trump Indiana, Inc. since its
formation in December 1992. He has been serving as the Treasurer of Trump AC Funding since its formation
in January 1996; the Treasurer of Funding II and Funding Ill since their respective formations in November
1997; and the Treasurer of TACC since February 1998. He has been serving as the Assistant Treasurer of
IHCR Holding Corp. and TH CR/LP since February 1998; the Corporate Treasurer of Castle Associates since
October 1991; the Vice President of Castle Associates, Castle Funding, TCl-11 and TCHI since December
1993; the Assistant Treasurer of TCHI since April 1998; the Treasurer of Castle Funding since April 1998; a
member of the Board of Partner Representatives of Castle Associates since March 1997; a Vice President and
the Treasurer of THCR Enterprises since January 1997: and the Vice President of Finance of The Trump
Organization since September 1990. He served as the Senior Vice President of Corporate Finance of THCR
from January 1996 to June 1997; the Senior Vice President of THCR, THCR Holdings and THCR Funding
from June 1997 to January 1996 to June 1997.

http :I/yahoo. marketguide. com/MGI/biograph.asp ?rt~offrd irs&target~/ stocks/companyinform 11 /3 0/200 I


Edgar Online Filing Page I of 83
.
.•. i
Edgar Filing

TRUMP HOTELS & CASINO RESORTS INC· lO·K

return to filings

.. ~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

SECURITIES l.ND EXCHANGE COMMISSION

t-Ja.shington, D.C. 20549

FORM 10-1<

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Edgar Online Filing Page 2 of 83

(Mark One)

{X.I!. ANNUAL REPORT PURSUA:t~T TO SECTION 13 OR 15 (d) OF THE SECUR1T1ES


EXCHANGE ACT OF 1934 (NO PEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

{ } TRANSITION REPORT PURSUAl.\"'I' TO SECTION 13 OR 15 {d) OF 'l'HE SECURITIES


EXCHANGE ACT OF 1934 (NO FEE REQUIRED}
FOR THE TRP.NSI'l'ION PERIOD FROM TO - - - ­

COMMISSION FILE WJMBER 1-13794

TRUMP HOTELS & CASINO :RESORTS, INC.


(Exact name of registrant as specified in its Charter)

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)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (609 J 441-6060

COMMISSION FILE NO.: 33-90786

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


(Exact name of registrant as specified in its Charter)

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)

REGTSTRAN'l"S TELEPHONE NUMBER, INCI,lIDING AREA CODE; (609) 441-6060

COMMISSION FILE NO.: 33-90786

TRUMP HOTELS & CASINO RESORTS FUNDING, ~NC.


(Exact name of registrant as specified in its Charter)

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)

REGISTRANT'S TEY..-EPHONE Nln-lBER, INCLUDING AREA CODE: (609) 441-6060

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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGIS'I 1ERED

Co:ntrnon Stock of Trump Hotels New York Stock Exchange


& Casino Resorts, Inc.,
par value $.Ol per share

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

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{ }

Indicate by check mark if disclosure of delinquent filers pursuant to


Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ~x~

The aggregate market value of the voting stock of Trump 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.

Documents Incorporated by Reference--Not applicable

Y()ll.lf 10-J;
11..t1u·,. t0> R11vig$.elO,.ftl_'l'~t>l"~Lf_~_~>;_<;~
TAllLE nr r.o"""""R

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TrUmp ~lnu ............... ••••• ••••• ••.. , ............. ' " ,,.,, ••••·• •• ••·•• , ••• 3

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flcf.1\-rkl~i<,>•;m•i'lll' . ......... . ........ ...... . .. 17

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PART II.,.,,,,••,•••••••••••.• ...... ·''

ITEM 5. KMt""1' FDR ROOIJ.ITilMIT'S l::'OMMOll ~QU!TY AND ll!ilU.TliID STOCIUl()t.DBlUI

Ml'o1"1'Ell ••••••••••••••••• •••••••••• .............. · · · · · ' '

ITP1 6. ll!i:Lli!CTED FINMICTAL Vl\Tll, , , , • • • • • • • • • • • • • • • • ••••••••• """. '"." ••••••• 6

IT!illl 7. MllJllWllM:&NT'S l:>l:SCtl69IQN M{l;l Ml-UYSll.I <'ll' l'lm.m::lAl. e<!llllI'l'IOU Wll

IU!lSllLH OF Qi'l!liATl()l(B , •••• , , •••• , •• , • , • , , , • , , , , , . , , , , , • , , , , , , ,, , , , ,, , , .41

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l'l'HM $. rtHM«:UU. STl'.TEIU!:NTS A!llll ~ITT'P~AllY !».'!'JI,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,51

l'l'!lllll ' · Clv.W!i:l,I UI lUll> lllll.A.OMIMl!!!n~ 'llm M:~oum'Am'9 Oil ACCOIJJl'l':tlm Mill

FilfhllCIAL DI!ICLOijtnUI , , •• , , , , , • , , , " , , , , , , •• , , , , , , , , , , , , , , , , " " , , , • , , , .51

l'Jlll.T llL . . . . . . . . . . . . . . . . . . . . . . . . • ·•··•• ••••·•••••••••••••••••••• ••••••••••••••• 59

niNl<>t<>~•• lill<'"""tiva 0£e1cor1t, l'r"""'t'"'" ...a l:=t.-<>1 ~".-"""'"'''''''' ,., •.••••• $8

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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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

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Flamingo-Kansas City. The aggregate consideration payable for the assets of


Flamingo-Kansas City is $15 millior., subject to customary closing adjustments.
Consummation of the acquisition is subject to various conditions, including
obtaining certain approvals and licenses (including gaming licenses) from the
Missouri Gaming Corrunission and the Port 1',uthoricy of Kansas City, Missouri, and
the expiration or ~ermination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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 TRUMP PLAZA. In May 1996, THCR completed an exPansion program which


further enhanced Trump Plaza's gaming space and hotel capacity (the
'"I'rump Plaza Expansion") while maintaining its corrunitrr,ent to first
class customer service. This strategy was designed to capitalize on
Trump Plaza's reputation for excellence, as well as to meet both
existing and anticipated demand for the increased number of rooms
and infrastructure improvements that arc currently being implemented
to enhance further the ~vacation destination appeal" of Atlantic
City. As part of the Trump Plaza Expansion, THCR renovated and
integrated into Tru.-np Plaza ~ hotel adjacent to Trump Plaza's main
tower ("Trump Plaza East") and renovated and integrated into Trump
Plaza the former Trump Regency Hotel, located on The Boardwalk
adjacent to the original Atlantic City Convention Center, which is
next to Trump Plaza and is now known aa 'l'rump World's fair, The
rcnovatio:i.s at Trump Plaza East were completed in February 1996 and
at Trump World's Fair in May 1996. Trump Plaza has 13B,295 square
feet of gaming space, housing a total of approximately 4,162 slot
1nachines and 103 t(;lble gaincs, making Trump Plaza's casino the
largest in Atlantic City (in terms of square footage). Trump Plaza's
hotel capacity consists of 1,40~ guest rooms, making Trump Plaza's
guest room inven~ory one of the largest in Atlantic City.

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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"Atlantic City Market"). After giving effect to the '?aj Acquisition


and the Trump Plaza Expansion, THCR had acquired approximately
one-quarter o:E Atlantic City's casino square footage, slot :machines,
table games and hotel room inventory. The combination of the Taj
Mahal with Trump Plaza's operations has provided opportunities for
operational efficiencies, economies of scale and benefits from the
talent, expertise and experience of management at the operating
entities. ln July 1997, THCR completed an expansion plan at the Taj
Mahal (the "Taj Mahal Expansion"), which included construction of a
new bus terminal, expansion of parking facilit:ies and expansion of
casino floor space.

o TRUMP MARINA. Tho acquisition of Trump's Castle Casino Resort


("Trump's Castle") on October 7, 1996 (the "Castle Acquisition"),
has further strengthened THCR's position as an industry leader.
During the second quarter of 1997, Trump's Castle Associates, L.P.
("Castle Associates") rethemed the property with a nautical emphasis
and renamed it Trump Marina Hotel Casino. The Castle Acquisition has
provided THCR with a significant presence in the Marina District,
the principal focus of expansion in the Atlantic City Market. In
addition, the Castle Acquisition has provided further opportunities
for operational efficiencies and economies of scale and eliminated
the perceived conflict of interest caused by the diffe;i:-ing ownership
of Trump Marina and the other THCR p;i:-operties in Atlantic City.
Chmership of Trump Marina will enable THCR to retain patrons that
may be drawn from The Boardwalk to the Marina District by new casino
development in the Marina District. The Castle Acquisition has also
enabled THCR to benefit froin (i) the excellent condition of the
current facilities at Trump Marina, which have been designed to
accommodate additional development with minimal disruption to
existing operations, and (ii) the proximity of Trump Marina to the
"H-Tract," an approximately 150-acre parcel of land p:coposed to be
Atlantic City's newest area of casino hotel development (the
"H-Tract"),

o INDIANA RIVERBOAT. Trump Indiana, Inc . ( "Trurap Indiana") , which owns


and operates the Indiana Riverboat and hotel at Buffington Harbor,
on Lake Michigan, approximately 25 miles southeast of downtown
Chicago, commenced operations on June 8, 1996. Trwnp Indiana is one
of 11 riverboat garoing projects permitted under current Indiana law,
and one of only five to be located in northern Indiana. Trump
Indiana and The MaJestic Star Casino, LLC ("Barden"\ are the two
holders of riverboat owner's licenses to operate at Buffington
Harbor. Trump Indiana. and Ba:r:den entered into an agreement {the "BHR
Agreement") relating to the formation of Buffington Harbor
Riverboats, L.L.C. ("BHR"J and the joint ownership, development and
operation of all conmi.on land-based and waterside operations in
support of each of Trump Indiana's and Barden's separate riverboat
casinos at Buffington Harbor. The Indiana Riverboat has
approximately 37,000 square feet of gaming space and features 1,320
slot machines and 51 table games, and is one of the largest
riverboat casinos in the United States. The Indiana Riverboat's
principal w.arket is the approximately 6, 8 million people residing
Y:ithin 50 miles of the Indiana Riverboat in the greater Chicago
metropolitan area. Approximately 11.2 million and 24.2 million
people live within a 100- and 200-mile radius of Buffington Harbor,
L·es,:iecti vely.

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o THE •TRUMP" NAME. THCR capitalizes on the widespread .recognition of


the ~Trtu11p" name and its association with high quality amenities and
first class se:!':vice. To this end, THCR provides a broadly
diversified gaming and entertainment experience consistent with the
"Trump" name and reputation for quality, tailored to the gaming
patron in each markl'.!t. THCR also benefits from the "Trump" name in
connection with its efforts to expand and to procure new gaming
opportunities in the United States and abroad. THCR ex-plores
opportunities to establish add1tion~l gaming operations,
particularly in jurisdictions where the legalization of casino
gaming is relatively new or anticipated.

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Trump Casino Services, L.L.C., a New Jersey limited liability company


{"'l'CS"), was formed on June 27, 1996 for the purpose of realizing cost savings
and operational synergies by consolidating certain administrativ~ functions of,
and providing certain services to. each of Trump Plaza Associates ("Plaza
Associates") and Trump Taj Mahal Associates ("Taj Associates"), the owner and
operator of Trump Plaza and the Taj Mahal, :respectively. T:rurnp Atlantic City
Associates ( "1'rump ACH) and Trump Atlantic City Corporation ( "TACC"), a wholly
owned subsidiary of Trump AC, own a 99% and 1% interest, respectively, in TCS.
In June 1996, the New .Jersey Casino Control Commission {the "Cccn) granted TCS
an initial casino license which, in July 1997, was renewed through July 1998 and
in July 1998 was renewed through July 1999. On July S, 1996, TCS, Plaza
Jl..ssociates and Taj Associates entered into an ag:r-eernent (the "TCS services
Agreement~) pursuant to which TCS provides to eacli. of Taj Associates and Plaza
Associates certain lnanagement, financial and other functions and services
necess1;1ry and ir..cidental to the :respective operation of each of their casino
hotels. On October 23, 1996, TCS, Plaza Associates, Taj Associates and Castle
Associates entered into an Amended and Restated Sexvices Agreement pursuant to
which TCS also provides those same functions and services to Castle Associates
in connection with the opera~ion of Trump Marina. In 1998, TCS, Plaza
Associates, Taj Associates, Castle Associates and Trump Indiana entered into a
second Amended and Restated Services Agreement pursuant to which TCS also
provid8s these same functions and services to Trump Indiana in connection with
the operation of the Indiana Riverboat. Trump Corru:nunications, L.L.C. ("Tru1np
Corurounic<.:ttions"), a New Jt::rsey limited liability company and a subsidiary of
TCS, was formed on January 31, 1997 for the purpose of realizing cost savings
3nci operational synergies by consolidating advertising funcr.ions of, and
providing certl'iin services to, each of Plaza Associates, Taj Associates and
Cast1e Associates.

THCR operates in only one industry segrrent. See "Financial Statements


and S'-1.pplc!':tenta::y Data,

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.

Management believes that as a result of the Trump Plaza Expansion and


Trump Plaza's strategic location, Trump Plaza is one of the premier host
properties in Atlantic City. The Trump Plaza EA'J)ansion was completed in May 1996
and increased Trump Plaza's prime central frontage on The Boardwalk to nearly a
quarter of a mile. Management believes that the construction of the new
convention center and the tourist corridor linking the new convention center
with The Boardwalk enhances the desirability of Atlantic City generally and, as
a result of Trump Plaza's central location, benefits Trump Plaza in particular.
In addition, management has taken advantage of gaming regulatory changes that
allow casino space to be directly VJ.Sible and accessible from The Boardwalk.

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.

In May 1996, THCR completed the renovations ~nd integration Of Trump


World's Fair, located on The Boardwalk adjacent to the original Atlantic City
Convention Center, into Trump Plaza. Trump World's Fair contains 49,211 square
feet of gaming floor space, approximately 16,000 square feet of which is
directly accessible from The Boardwalk, and 500 hotel rooms, connected to Trump
Plaza's main tower by an enclosed walkway overlooking The Boardwalk.

Management believes the increased hotel capaci~y as a result of the


Trump Plaza Expansion e:::lables Trump Plaza to bett-er meet demand and acco1nmodate
its casino guests, as well as to host additional and larger conventions and
corporate meetings.

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Trump Plaza's management team has lau::iche6 a va~iety of initiatives

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designed to increase the level of casino gaming activity generally at Trump


Plaza and to attract casir10 patrons who tend to '"lager more frequently than the
typir.,al Atlantic: City patron. These initiatives incl1.r.de targeted marketing and
advertising campaigns directed to select groups of customers in the Boston-New
York-Washington, D.C. corridor and the introduction of new updated gaming
products.

ATLANTIC CITY MARKETING STRATEGY

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.

Trump World's Fair, Trump World's Fair is seeking to attract the


"middle market" segment (primarily bui;; cui;;tomers and Boardwalk pedestrian
traffic) by offering high value food and entertainment attractions in a festive
"World's Fair" atmosphere. The first floor of Trump World's Fair features a
Boardwalk level casino offering walk-in customers direct access from The
Boardwalk to 569 slot machines. In addition, Trwrlp World's Fair contains a bus
terminal. that has a dedicated escalator leading directly to a separate casino
entertairunent area that

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 BUSINESS STRATEGY

General. A primary element of Trump Plaza's business strategy is to


seek to attract patrons who tend to wager more frequently and in larger
denominations than the typical Atlantic City gaming customer. Such high-end
players typically wagt"!r $5 or more per play in slots and $25 or more per play in
table games, In the fall of 1992, Plaza Associates, the owner and operator of
Trl,lITlp Plaza, decided to de- emphasize marketing efforts directed at "high
roller" patrons from the Far East, who tend to wager $50,000 or more per play in
table games. Plaza Associates determined that tho!i\ potential benefit derived from
these patrOP$ did not outweigh the high costs associated with attracting such
players and the resultant volatility in the results of operations of Trump
?laza. Revenues derived £com l1igh roller patrons have declined since 1992,
although man.;i,gcmcnt belie•,te:;; that such :;even.ue loss has not had a significant
impact on profitability ~or the reasons discussed above. In addition, this shift
in market.i.ng strategy has allowed Plaza A:ssociates to focus its efforts on
attracting higt-end players.

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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.

~comping" Strategy. In order to compete effectively with other Atlantic


City casino hotels. Plaza Associates otfexs compli:montary drinks, meals, room
acc:;ormnodations and/or travel arrangements to its patrons ("Complimentaries" or
"Comps"). Management monitors Trump Plaza's policy so as to provide
cornpli.mentaries primarily to patrons with a demonstrated propensity to wager at
Trump Plaza. A patron's propensity to wager is determined by a review of the
patron's prior gaming history at Trump Plaza as well as other gaming
establishments in Atlantic City. Ea~h patron is unalyzed to ensure that the
patron's gaming activity, net of any CompliU'.entaries, is profitable to Plaza
Associates.

Entertainment. Trump Plaza offers headline entertainment as part of its


strategy to attract high-end and other patrons. Trwnp Plaza offers a variety of
headline entertairnnent and revue shows throughout the year.

Player Development/Casino Hosts. Plaza Associates currently employs


gaming roprcscntatives in Kew Jersey, Pennsylvania and other states, as well as
several international representatives, to promote Trump Plaza to prospective
garni~g patrons. Player development personnel host special events, offer
incentives and contact patrons directly in an effort to attract high-end table
game patrons from the United States, Canada and South America. Trump Plaza's
casino hosts assist patrons on the casino floor, make room and dinner
re:servo.tions o.nd provide general assistance. They also solicit Trurap Ca:cd (the
frequent player slot cardl sign-ups in order to increase Plaza Associates'
marketing base.

Promotional Activities. The Trump card constitutes a key element in


Trump Plaza's direct marketing program. Slot machine players are encouraged to
register for and utilize their personalized Trump Card to earn various
compliroentaries based upon their level of play. The Trump card is inserted
duri~g play into a card reader attached to the slot machine for use in
computerized rating systems. Plaza Associates' coMputer systems reco~d data
about the cardholders, including playing preferences, frequency and denomination
of play and the amount of gaming revenues produced,

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.

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Bus Program. 'l'rWJ'.p Plaza has a bus program, •,.;hi ch transports


approximately l,700 gaming patrons per day during the week and 2,400 per day on
the weekends. trump Plaza's bus program offers incentives and discounts to
certain scheduled and chartered bus customers. Trump Plaza's Transportation
Facility (as defined) contains 13 bus bays and is connected by an enclosed
pedestrian walkway to Trurnp Plaza. The Transportation Facility provides patrons
with immediate access to the casino, and contains a comfortable lounge area for
patrons waiting for return buses. Trump World's Fair's bus ter1ninal has a
dedicated escalator leading directly to a casino entertainment area complete
with an international buffet. Trump World's Fair's bus te.rminal provides patrons
with a spacious lounge area "'ith a viev.' of the Atlantic Ocean and The Boardv1alk.
Trump World's Fair's bus program transports approximately 1,200 gaming patrons
per day during the week and 2,100 per day on weekends.

Credit Policy. Historically, Trump Plaza has extended credit on a


discretionary basis to certain qualified patrons. For the years ended December
31, 1996, 1997 and 1998 ci:edit play as a percentage of toto.l dollars ·wagered was
approximately 17.4%, 18.9% and 22.4%, respectively. Trump Plaza bases credit
limits on each individual patron's creditworthiness, as determined by an
examination of the following criteria: (i) checking each patron's per.s0.nal
checking account for current and average balances, (ii) performing a credit
check on each domestic patron and (iii) checking each patron's credit limits and
indebtedness at a11 casinos in the United States as well as rn<:lny island casinos.
The above determination of a patron's continued creditwoz;thiness is perforrri.ed
for continuing patrons on a yearly basis or more frequently if Trump Plaza deems
a re-determination of creditworthines::; is necessary. In addition, depositing of
rnarkers is regulated by the State of New Jersey. Markers in increments of $1,000
or less are deposited in a maximum of 7 days; markers of increments of $1,001 to
$5,000 are deposited in a maximum of 11 days; and markers in increments of over
$5,001 are deposited in a maximum of 45 days. Markers may be deposited sooner at
the request of patrons or at Trump Plaza's discretion.

l\'ACILI'l'IES AND AMENI'l'lES

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.

On February 16. 1996, Trump Plaza opened the approximately 15,000


square-foot Ocean Vie•.; Casino and Bar and 249 of its 349 hotel rooms at Trump
Plaza East. Management opened the remaining rooms and suites at Trump Plaza East
in March 1996. The Ocean Vie•t1 Casino and Bar is the first gaming room in
Atlantic City to combine a casino, ba~ and entertairunent area, and features a
70-foot long bar with 27 bar-top slot machines, live entcrtainmont and a 58
square-foot vid~o "''all, complcrr,cntcd by cix additional television sets along the
bar. t-..'ith its high ceilings and windo•~·s overloo:<.::ing the Atlantic Ocea!1 and The
Boardwalk, 'I'rump Plaza has created a new and exciting e:1tertainrnent envirorunent
for its casino patrons.

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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's main tower is connected by an enclosed pedestrian walk;,:ay


to a 10- story parking garage, which can accorrunodate approximately 2,650 cars,
and contains 13 bus bays, a comfortable lounge, a gift shop and a waiting area
(tl1e "Transportation Fac•ility"), The Tr.an.;;por.tation Fac.ility provides patrons
with immediate access to the casino, and is located directly off the Atlantic
City Expressway, the main high;,;ay into Atlantic City.

In July 1994, Time Warner Entertainment Company, L.P. ("Time Warner")


opened its second largest Warner Brothers Studio Store occupying the entire
first floor of retail space on The Boardwalk at Trump Plaza East (approximately
17,000 square feet).

'frump \-Jorld's Fair. Trump world's Fair is connected to Trump Plaza's


main tower by an enclosed wa.lkway overlooking The Boardwalk and adds an
additional 500 hotel rooms to Trump Plaza. In addition, Trump World's Fair is
outfitted with approximately 50,000 square feet of casino floor space housing
1,636-slot machines. In addition to the casino, Trump World's F~ir features
three restaurants, including a state-of-the-art buffet, a cocktail lounge,
convention and ballroom and meeting room space. The enclosed walkway runs
through a po~tion of the original Atlantic city Convention Center, which is
located between Trump World's Fair and •rrump Plaza's main tower, .Plaza
Associates has acqulred an easement wit:h regard to this walkway through the
original Atlantic City Convention Center.

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.

EMPLOYEES ~JD LABOR RELATIONS

Plaza Associates has approximately 4,800 employees of whom


approximately 1,500 are covered by collective bargaining agreements. The
collective bargaining agreement with Local No. 54 expires on September 15, 1999.
Management believes that its relationships with its employees are sat:i5factory.
Certain of Plaza Associates' employees must be licensed or registered under the
Ne•"' Jersey Casino Control Act (the "Casino Control Act~).

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

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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 MA.HAL

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.

In recent years, Taj Associates has completed construction of the Taj


Enter~ainment Complex (as defined) , reconfigured and expanded the casino floor
to provide race si1nulcasting, poker wagering and keno, opened an Asian themed
table garoe a~ea, opened the Bengal Club for mid-level slot players and increased
the number of poker tables and slot machines. The Taj Mahal's poker room is the
largest in Atlantic City, which management believes adds to its customers'
overall gaming experience. Taj Associates continually monitors operations to
adapt to and anticipate industry trends. From 1994 to mid-1997, the Taj Mahal
refurbished substantially all of its hotel guest rooms and corridors and
replaced all of its existing slot machines with net..r, more efficient machines
with bill acceptors. Moreover, to further attract high-end players, the Taj
Mahal opened the Dragon Room, an Asian themed table gaming area with 16 table
games, and the Sultan's Palace, a separate 5.900 square-foot high-ond slot
lou~ge. In connection with the Sultan's Palace, the Taj Mahal opened the
relocated and expanded President's Club for high-end slot players.

The Taj Mahal Expansion consisted of the construction of a new 14-bay


bus terminal, v<'hich was completed in December 1996, u 2,400 space expansion of
the existing self parking facilities. which was completed in May 1997, and an
approximately 7, 000 square foot casino expansion with approxirr.ately 260 slot
machines with frontage on The Boa~dwalk, which was completed in July 1997. In

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addition, to increase entertairunent opportunities for customers, the Hurd Rock


Cafe opened in November 1996, the All Star Cafe opened in March 1997 and the
Stage Deli of New York opened in October 1997. A warner Brothers Studio Store
opened at the 'raj Mahal in May 1997.

The Taj Mahal is currently in the process of expanding the retail


shopping experience along the length of its parking garage promenade walkway
which ill'mediately adjoins the 'f'aj Mahal's main retail shopping area. The first
tenant, Starbucks, operated by ~ost International, Inc., opened in September
1996, Sbarro's, an Italian eatery, operated by Sbarra America Propertie$, Inc.,
opened in October 1998. Boardwalk Treats, Beka's Pastries and a Harley Davidson
reta.il merchandise outlet are expected to open in the early spring of 1999. A
Sunglass Hut, operated by Sunglass Hut International, opened in August 1998 in
another location also adjoining the Taj Mahal's main retail shopping area.

In Nov·embor 1998, the Taj Mahal entered into a development agreement


i:'lith the New Jersey Casino Reinvestment Development i\uthor.ity (the CRDA") for
11

the redevelopment of the road corridors and surrounding neighborhoods leading


from Route 3 0, one of its major access routes, and the 'l'aj Mahal. The project,
which is expected to cost app.roxifl'.ately $20, S million, is schedti.led to be
completed in phases through th~ summer of 2000 and will greatly enhance the Taj
Mahal's custortter's e:x:perience and ease in reaching the Taj Mahal. The project
it$elf will greatly it:1prove the road infrastructure and lighting, provide
extensive landscaping, involve the acquisition and derr.olishing of deteriorated
buildings and involve the completion of a new housing development.

THE TAJ MAHAL OPERATIONS

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.

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The 'l'aj Mahal currently co:isists of a 42-story hotel tower and


contiguous low-rise structure sited on approximately 30 acres of land. The Taj
Mahal has 1,250 guest rooms (including 242 suites), 19 dining and 12 beverage
locations, parking foi; approximately 6.950 cars, a 14-bay bus terminal and
approximately 65,000 square feet of ballroom, meeting room and pre-function area
space. In addition, the ·raj Mahal features a 20, 000 square-foot multi-purpose
entertainment complex known as the Xanadu Theater with seating capacity for
approximately 1,200 people which can be used as a theater, concert hall, boxing
arena or exhibition hall (the "Taj Entertainment Complex") and the Mark Etess
Jtrena, which con\prises an approximately 63,000 square- foot exhib;ition hall and
entertainment facility. The Xanadu Theater and Mark Etess Arena have allowed the
Taj Mahal to offer longer running, more established productions that cater to
the tastes of the Taj Mahal's high-end international guests, and has afforded
the 'raj Mahal more flexibility in the use of its facilit.ies for sporting and
other headline prograrr,s. The Taj Mahal regularly engages well-known musicians
and entertainment personalities and will continue to emphasize •.veekend 1narqllee
events such as Broadway revues, high visibility sporting events, international
festivals and contempora.ry concerts to maximize casino traffic and to mainta.in
the highest level of glamouI and exciLemenL at the 'raj Mahal.

Gaming Environment. The Ta.j Ma.hal' s management cont:inues to capitalize


on the Taj Mahal's status as one of the largest facilities in Atlantic City and
a "must see" attraction, while maintaining the attractiveness of the property
and providing a comfortable gaming experience. In 1994, the Taj Mahal completed
a major redecoration of the hot€·1 lobby, a casino floor expansion and a
reconfiguration, as well as the addition of a new mid-level player slot club.
Th~ casino floor expansion and reconfiguration accommodated the addition of
keno, poke:::: tables and slot mei.chin0s. In the period 1994 through 1996, the Taj
Mahal substantially replaced all of its existing slot machines with new, more
efficient machines with bill acceptors. In addition, in June 1993, the Taj Mahal
completed a 10,000 square~foot poker and simulcast area (which was subsequently
enlarged to 12,000 square feet), which features 64 poker tables in the largest
poker room in Atlantic City. F'o:::: the year ended December 31, 1998, the Taj Mahal
captured approximately 51.8% of the total Atlantic City poker revenues. In 1996
and 1997 the Taj Mahal expanded its casino floor by approximately 6,200 and
8,600 square feet, respectively, The 1997 expansion accommodated casino space
with Boardwalk frontage and a second horse race simulcasting location.

The Taj Mahal currently intends to reconfigure its casino floor.


subject to approval by the CCC on ru.J ongoing basis, to accommodate changes in
patron demand. Management continuously monitors the configuration of the casino
floor and the games it offers to patrons with a view towards making changes and
improvements. For example, the 'l'aj Mahal' s casino floor has clear, large signs
for the convenience of patrons. Additionally, as new g~mes have been approved by
the CCC, management: has integrated such games to the extent it deems
appropriate. In 1994, the Taj Mahal introduced the newly approved games of keno
and Caribbean stud poker and, in 1995, introduced the games of pai gow, pai gow
poker and let it ride poker. Progres.sive blackjack and mini dice were also added
in 1996 and 1997, respectively.

"Comping" Strategy. In order to coinpete effectively with other casino


hotels, the Taj Mahal offers Complimentaries. Currently, the policy at the Taj
Mahal is to focus promotional activities, including Complimentaries, on middle
and upper middle market "drive in" patrons with a propensity to wager who v.:.sit
Atlantic City frequently and have proven to be t:ie :rr.ost profitable market
segment. Comping policy is deter:-nined by a patron's propensity to wager. A
patron's propensity to wager is detennined by a review of the patron's prior

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gaming history at the Taj Mahal as well as other gaming establishments 1n


Atlantic City. Each patron is analyzed to ensure that the patron's gaming
activity, net of any Cornplimentaries, is profitable to Taj Associates.
Additionally, as a result ot increased regulatory flexibility, the 'l'aj Mahal has
implemented a cash comping policy to high-end players in order to compete 111ith
similar practices in Las Vegas and to attract international business.

Entertainment, The Taj Mahal believes headline entertainment, as ;.;ell


as other e:itertairunent and revue shows, is an effective means of attracting and
retaining gaming patrons. The Xanadu Theater allows the Taj ~ahal to offer
longer running, more established productions that cater to the tastes of the Taj
Mahal's high-end international guests. The Xanadu Theater, together with the
Mark Etess Arena (an approximately 63,000 square-foot exhibition hall facility),
afford the Taj Mahal more flexibility in the use of its larger entertairunent
arena for sporting and other headline programs. The Taj Mahal regularly engages
well-known musicians and entertainment personalities and will continue to
emphasize weekend "ffi<.1.rquee" events such as Broadway revues, high vifi!ibility
sporting events, festivals and contemporary concerts to maintain the highest
level of glainour and e:xciterrient. Mid-week uses for the facilities include
convention events and casino marketing s'\l:eepstake.s.

Player Development. The Taj Mahal employs sales representatives as a


means of attracting high-end slot and table gaming patrons to the property. The
Taj Mahal currently employs nwnerous gaming representatives in New Jersey, New
York and other states, as well as several international r~prescntatives, to host
sp~cial events, offer incentives and contact patrons directly in the United
States, Canada and south America. In addition, targeted marketing to
international clientele will be continued and expanded through new sales
representatives in Latin America, gexico, Europe, the Far East and the Middle
East.

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.

Promotional Activities. '!'he •rrurr.p Card, a player identification card.


constitutes a key element in the Taj Mahal's direct marketing program. Both
table and slot machine players are encouraged to register for and utilize their
personalized Trump Card co earn various compli.mentaries and incentives based on
their level of play. The Tru."T'.p Card is inser-ted during play into a card reader
attached to the table or slot mach.i.ne for use in cot:lputerized rating systems.
•rhcse corr.puter systc)J',S record data about the cardholdcr, including playing
preferences, frequency and denomination of play and the amount of gaming
revenues produced. Sales and management personnel are able to monitor the
identity and location of the cardholder and the frequency and denomination of
such cardholder's play. They can also use this information to provide attentive
service to the cardholder while t~e patron is on the casino floor.

T·he Taj Ma~'lal designs promotional offers, conveyed via direct m.;iil .;inC
telemarketing, to patrons expected to provide revenues based upon their

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historical gaming patterns. Such information is gathered on slot ·wagering by the


Tr.ump Card and on table game \-lagering by the casino games supervisor,
Prornotional activities at the ·ra.j Mahal include the mailing of vouchers for
complimentary slot and table game play and utilization of a special events
calendar (e.g., birthday p;,;irties, sweepstakes and special competitions) to
promote its gaming operations.

'!'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

Credit Policy. Historically, the Taj Mahal has extended credit on a


discretionary basis to certain qualified pat:i::ons. For the y<?a:i·s ended December
31, 1996, 1997 and 1998, the 'l'aj Maha.l's credit play as a percentage of total
dollars wagered was approximately 29.7%, 31.2% and 26.6%, respectively. The Taj
Mahal bases credit limits on each individual patron's creditworthiness, as
determined by an examination of the tallowing criteria: (i) checking each
patron's per.i:;onal checking account. for. current and average balances, (ii)
performing a credit check on each do~estic patron and (iii) checking each
patron's credit limits and indebtedness at all casinos in the United States as
well as many island casinos. 'l'he .;i.bove determination of a patron's continued
creditworthiness is performed for continuing patrons on a yearly basis or more
frequently if the Taj Mahal deems a re··deterrnination of creditworthiness is
necessary. In addition, depositing of markers is regulated by the St~te of New
Jersey, Markers in increments of $1,000 or less are deposited in a maximum of 7
days; markers of incre:nents of $1,001 to $5,000 are deposited in a maximum of 14
days; and markers in increments of aver $5,001 are deposited in a maximum of 45
days. Markers may be deposited sooner at the .rcql..lcst of pa.trons or at the Taj
Mahal's discretion.

EMPLOYEES

Taj Associates has approximately 4,500 full time equivalent employees


for the operation of the Taj Mahal, of v:hom approximately 1,900 employees are
covered by collective bargaining agree1nents, The collective bargaini~1g agreement
with Local No. 54 expires on September 15, 1999. Management believes that its
relationships with its employees are satisfactory and that its staffing levels
are sufficient to provide super.ior service. Certain of. Taj Associates' employees
must be licensed or registered under the Casino Control Act.

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:

(a) the payme:1t of an agg:cegate of approxirr.ately $31, 181, 000


in cush and the issuance of 323,423 shares of 'l'HCR Commo:J Stock to the
holders of T~CR Holding Corp.'s Class A Common S~ock, par value $.01

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per share ( "THCR Holding Corp. Class A Common Stock");

(b) the contribution ( i) by Trlltt'.p to '!'rump AC of all of his


direct and indirect ownership interests in Taj Associates, pursuant to
the contribution agreement, dated as of April 17, 1996, among, Trump,
Trump Casinos, Inc. ("TCl"), TM/GP Corporation, known after the Taj
Acquisition a.s THCR/LP corporation ("THCR/LP•), and THCR Holdings in
exchange for a modification of Trump's limited partnership interest in
THCR Holdings and (ii) by THCR to Trump AC of all of its direct
ownership interests in Taj Associates acquired in the Taj Merger;

(cl the public offerings by (i) THCR of 12,500,000 shares of


THCR Corrunon Stock (plus 750,000 shares of THCR issued in connection
with the partial exerc:ise of the underwriters' over-allotment option
(together, the "1996 Stock Offering")), and (ii) Trump AC and Trump AC
Funding of the TAC I Notes (collectively with the 1996 Stock Offering,
the "1996 Offerings");

(d) the redemption, immediately prior to the Taj Merger, of


the outstanding shares of THCR Holding Corp. 's Class B Common Stock,
par value $.01 per share ("THCR Holding Corp. Class B Common Stock"),
in accordance with its terms, for $.50 per share;

(e) the redemption of the outstanding 11.35% Mortgage Bonds,


Series A, due 1999 issued by Trump Taj Mahal Funding, Inc. (the "Taj
Bonds");

(f) the retirement of. the 01.J-tstanding Plaza Funding's 10··7/8%


First Mortgage Notes due 2001 (the ''Plaza Notes");

11

(g) the satisfaction of the indebtedness of Taj Associates


under its loan agreeinent with National Westminster Bank USA ("Nat
West.n};

(h) the purchase of certain real property used in the


operation of the Taj Mahal (the "Specified Parcels") that was leased
from Taj Mahal Realty Corp. ("Realty Corp.");

{i) the purchase of Trump Plaza East;

\j) the payment to Bankers Trust Company {"Bankers Trust~) to


obtain rele6ses of liens and guarantees that Bankers Trust had in
connection with indebtedness owed by Trump to Bankers Trust; and

(k) the issuance to Trump of warrants to purchase 1,800,000


shares of THCR Common Stock (the "Trump Warrants").

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

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machines, 92 table games, 8 restaurants, approximately 58,000 square foot of


convention, ballroom and meeting space, a 9-story parking garage, which can
accommodate approximately 3,000 cars, a 540-seat cabaret theater, two cocktail
lounges, a swimming pool, tennis courts, a health, club and a .roof-top helipad.
In addition, Trump Marina opera~es a 645-slip marina which is adjacent to the
casino hotel. An elevated enclosed walk.way cor1nects Trwnp Marina to a two-story
building which contains offices, a nautically themed retail store, a cocktail
lounge and a 240-seat gourmet restaurant that overlooks the marina and the
Atlantic City skyline. As a result of its high quality amenities, its
exceptional customer service and its geographical location, Trump Marina
distinguishes itself as a desirable alternative to the Atlantic City casinos
located on The Boardwalk.

MARKETING STRATEGY

Managerr.ent 's recent re:heming of Trump Marina is intended to build upon


the casino's established customer base by attracting a younger crowd to the
facility. In keeping with this initiative, management has aimed to differentiate
Trump Marina from other Atlantic City casinos by offering conL~rnporary
entertainment attractions and introd1.1ci11g its cvrrent "Wild Side" marketing
campaign. The "Wild side" inarketing p:r:ogram consists of a coordinated
advertising, entertainrr.ent and marketing campaign that is geared toward a
younger generation of patrons but will not exclude Trump Marina's established
customer base. Management, which developed the "li'Tild Side" Marketing program
after careful study of the Atlantic City market, seeks to accomplish its goals
via an ad,1ert.ising campaign with a fun and youthful appeal, as well as providing
varied and extensive contemporary entertainment in the Grand Cayman Ballroom,
"The Shell" (a. cabaret style theater), "The 'l•Jave" (a night club), "The Deck"
(for outdoor summertime entertainment) and large outdoor performances billed as
"Rock the Dock" concerts.

Service. By providing and maintaining a first-class facility and


exceptional service, Trump Marina has earned the Five Star Diamond Award from
the American Academy of Hospitality Sciences, the American Automobile
Association's ~Faur Diamond" and a "Four Star" Mobil 'I'ravel Guide rating. Trump
Marina provides a broadly diversified gaming and entertainment experience
consistent with the "Trump" name a...YJ.d reputation for quality amenities and
first-class service.

Gaming Envirorunent. To stay abreast of current gaming trends in


Atlantic City, Trump Marina's management continuously monitors the configuration
of the casino floor and the games it offers to patrcrts with a view towards
making changes and improvements. A sophisticated computerized slot trackir.g and
mo.x-keting system is eniployed to perform this analysis. This monitoring has
confinned a ~ecent trertd in the Atlantic City market towards fewer table games
and more slot machines. For example, slot machine revenue for the Atlantic

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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"Comping" Strategy. In order to co1npete effectively 1/lith other Atlantic


City casino hotels, Tr.ump Marina offers Complimentaries primarily to patrons
with a demonstrated propensity to wager at Trump Marina. The policy at Trump
Marina is to focus promotional activities, including Complimentaries, on middle
and upper middle market ~drive-in" patrons who visit Atlantic City frequently
and have proven to be the most profitable market segment. A patron's propensity
to wager is determined by a review of the patron's prior gaming history at Trump
Marina as well as other gaming establishments in Atlantic City. Each patron is
analyzed to ensure that the patron's gaming activity, net of any
complirnentaries, is profitable ta Castle Associates.

Entertainment and Special Events. Trump Marina pursues a coordinated


program of headline entertainment and special events. Trump Marina offers
headline entertainment a.pproxim;;i.tely twenty times a year in its main ballroom,
complimented by contemporary acts each weekend in the cabaret theater. As a part
of its marketing plan, Trump Marina offers special events aimed at its core,
middle and upper-middle market segments. Tr.ump Marina also hosts special events
on an invitation-only bas:l.s in an effort to attract existing targeted gaming
pat.rons and build loyalty among these patrons. These special events include golf
tournaments, theme parties and gaming tournaments. Headline entertainment is
scheduled so as not to overlap with any of these opecial events. In addition, as
part of its "Wild Side" mark~ting campaign, Trump Marina features outdoor bands
nightly (in season) as well as outdoor concerts promoted \1nder the "Rock the
Dock" theme, Recent performances have included The Beach Boys, the Atlant..ic City
premiere of Van Halen, the artist formerly kno~~ as Prince, and comedian Chris
Rock.

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.

Promotional Activities. The Marina Card constitutes a kay element in


the direct marketing program of Trun',p Ma.rina. Slot machine players are
encouraged to register fo~ ~nd utilize their personalized Marina Card to earn
various complimentaries based upon their level of play. The Marina Card is
inserted dnring play into a card reader attached to the slot machine for use in
computerized rating systems. These cornputer systems reco:rd data about the
cardholder, incl-..iding playing preferences, frequency and denomination of ploy
and the anount. of genning revenues produced. Slot sales and management personnel
are able to monitor the identity and location of the cardholder and the
frequency a.nd denomination of the cardholder's slot play. They also use this
information to provjde attentive service to the cardholder on the casino floor.

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.

Credit Policy. Historically, TrU1llp Karina has extended credit on a


discretionary basis to certain qualified patrons. Credit play, as a percentage
of total dollars t\lagered, was approxi1nat:ely 31.4%, 32.4% and. 30.l'ti for 1996,
1997 and 1998, respectively. As part of Trump Marina's business strategy, Trump
Marina has imposed stricter standards on applications for new or additional
credit. Trump Marina bases credit limits on each ind.ivi.dual patron's
creditworthiness, as determined by an examination of the following criteria~ (i)
checking each patron's personal checking account for current and average
balances, (ii) perforMing a credit check on each domestic patron and (iii)
checking each patron's credit limits and indebtedness at all casinos in the
United Sta:es as well as many island casinos. The above determination of a
patron's continued creditworth.iness is performed for continuing patrons on a
yearly basis or more frequently if Trump Marina deems a re-determination of
credit wor:hiness is necessary, In additio~, depositing of markers is regulated
by the Sta::e of Ne'"' Jersey, Markers in incx-ements of $1, 000 or less are
deposited in a. maximum of 7 days; markers of increrr1ents of $1, 001 to $5, 000 are
deposited in a maximum of 14 days; and markers in increments of over $5,001 are
deposited in a maximum 0£ 45 days. Markers may be deposited sooner at the
request of patrons or at Tru~p Marina's discretion.

Bus Program. Trump Marina has a lYcJB program which transports


approximately 725 gaming patrons per day during the week and 750 per day on the
weekends. Castle Associates' bus program offers incentives and discounts to
certain scheduled and chartered bus customers. Based on historical survey::;,
management has detcrmin0d that gaming patrons who arrive by special charters as
opposed to scheduled bus lines or who travel distances greater than 60 miles are
1nors l.ikely to create higher gaming revenue, Accordingly, Trump Marina's
marketing efforts are focused on such bus patrons.

TROMP MARINA RETflEMIKG

In 1997, Trump Marina completed a project to ratheme the casino hotel


·with a nau-::.ical emphasis, targeting younger customers by offering contemporary
entertainment attractions and emphasizing Trump Marina's energetic, lively
atmosphere.

EMPLOYEES ,'\ND LABOR RELATIONS

As of Dece:rber 31, 1998, Castle Associates employej approximately 3,400


full and part-time employees, of whom approximately 1,200 were subject to
collective bargaining agreements. Castle Associates' co!lective bargaining
agreement with Local N'o. 54 expires on September 15, 1999. Such agreement
extends to approximately 900 eMplO'.r"ees, In addition, tour other collective
bargaining agrtie1nents, which expire in the year 2000, cover approximately 300
maintenance employees, Castle Associ~tes believes th~t its relationships with
its employees are satisfacto1y, Trump's Castle Funding, Inc. (~castle Fundinq")
has no employees.

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Certain employees of Castle Associates rv.ust be licensed by or


registered with ~he CCC, depending on the nature of the position held. Casino
employees are subject to more stringent licensing requirements than non-casino
employees, and must meet applicable standards pertaining to such matters as
financial responsibility, good character, ability, casino training, experience
and New Jersey residency. Such regulations have resulted in significant
competition for employees who meet these requirements.

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

is completely dependent upon funds they receive from Castle Associates.


Accordingly, the following discussion is related primarily to Castle Associates
and its operations.

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.

Castle Acquisition. On October 7, 1996, THCR Holdings acquired from


Trump all of the outstanding equity of Castle A.ssocia~es. The following
transactions were effected in connection with ~he Castle Acquisition:

(i) Trump crintrihuted to THCR Holdings his 61.5%


equity interest in Castle Associates, in consideration of which he
received a 9.52854% limited partnership interest in THCR Holdings,
exchangeable into 3,626,450 shares of THCR Common Stock (valuing each
such share at $30.00 (the "THCR Stock Contribution \ralue"));

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(ii) Trump Casinos II, Inc. {"TCI-II") ¢Qntributo::>d


to THCR Holdings its 37.5% equity interest in Castle Associates in
consideration of which it received a 5.81009% limited partnership
interest in THCR Holdings, exchangeable into 2,211,250 shares of THCR
Common Stock {valuing each such share at the THCR Stock Contribution
Valued: a:id

(iii) THC~··TCHI Merger Corp., a Delat<1are corporation


and a wholly owned subsidiary of THCR Holdings ("Castle Merger Sub"),
merged (the "TCHI Merger") with and into TCHI (hol:ter of a 1% equity
interest in Castle Associates) whereupon (x) each share of common stock
of TCHI, par value $.01 per share (the "TCHI Common Stock"),
outstanding imnediately prior to the TCHI Merger w~s converted into the
right to receive $.8845 in cash (the "TCHI Consideration") and each
share of common stock of Castle Merger Sub was converted into the right
to receive one share of conunon stock of the surviving corporation of
the TCHI Merger and (y) each holder of the Castle :~arrants issued undex­
a warrant agreement, dated as of December 30, 1993, bet\·reen TCHI and
First Bank National Association, as warrant agent, becaroe entitled to
receive, for each former share of TCHI Common Stock for which each
Castle Warran': was exercisable, an arr.cunt in cash equal to the 'l'CHI
Consideration.

In the aggregate, Trwnp recGived (i) a limited partnership interest in


THCR Holdings convertible into S,837, 700 shares of THCR Comrnon Stock and (ii)
$884,550 in cash. On October 7, 1996, the closing sale price of the THCR Common
Stock on the New York Stock Exchange was $22.625 per share.

As 3 :i:-est;lt of the Castle Acquisition, on October 7, 1996, THCR's and


Trump's beneficial equity interest in THCR Holdings was approximately 63.4% and
36. 6%, respectively, and Trurnp' s beneficial equity interest in THCR Holdings \<1as
exchangeable into 13,918,723 shar~s of THCR Cornman Stock. The castle Acquisition
was approved b;t the stockholders of THCR on September 30, 1996.

April 1998 Refinancing. On April 17, 1998, Castle E.C1;nding refinanced a


poreion of its 011t:=:tanatng debt, on a consolidated basis, conBisting of the $38
million ou:standing on a term loan ,.,.ith a bank (the "Castle Term

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

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The Indiana R.iverboat features an approximately 280-foot luxury ya<;ht


containing approximately 37,000 square feet of gaming 3pace with 1,320 slot
machines, 51 table games and capacity for approximately 2,690 passengers and 300
employees, The site adjacent to the Indiana Riverboat includes surface parking
for approximately 3,000 automobiles and certain other infrastructure
improvement;; including a 300 room hotel. The cost to THCR for the develop:r.ent of
the Indiana Riverboat, which includes the land, the vessel, gaming equipment,. a
pavilion for staging and ticketing and restaurant facilities, berthing and
support facilities and parking facilities, is $139 million through February 28,
1999. During the remainder of Trump Indiana's initial five-year license term, an
additional $14 million of funds will be r:equ.ired to be spent in connection ""'ith
municipal commitments req\1ired in connection with the licensure process. The
remaining $14 million required to be spent over the remainder of the initial
five-year license term is expected to be funded with c:a$h from operations or
other available financings.

Buffington Harbor is approximately 25 miles from downtown Chicago. In


addition, the cities of Indianapolis, Fort Wayne, Toledo, Grand Rapids and
Milwaukee are each within a 175-mile radius of Buffington Harbor. Management
believes the Indiana Riverboat benefits from (i} its location and size, (iiJ its
strategy of developing, together with Barden, an array of entcrtai1unent, retail
and restuurant attractions, and coordinated cruise schedules and (iii) the
widespread recognition of the "Trump" name and what rrtanagement believes to be
its reputation for quality. Gaming facilities in Illinois are presently li1nited
to 1,200 gaming positions under current regulations in Illinois, which
management believes puts Illinois properties at a competitive dis<:J.dvantage to
larger facilities such as the Indiana Ri'\•erboat. THCR has drai-m on these
competitive advantages and capitalized on its experience in gaming activities in
Atl.;i.ntic City in order to create an outstanding ganing and entertainment
experience.

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.

On J~ne 30, 1995, Trump Indiana acquired, pursuant to the Agrccmcct of

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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.

Trump Indiana entered into a development agreement {as defined) with


the City of Gary, Indiana, dated as of May 1, 1996, which memorialized the
corcm1itrnents made by T:twnp Indiana to the City during the licensing process (the
"Development Agreement"). The Developmenr. Agreement sets forth the scope and
timing of the capital expenditures committed to be made by Trump Indiana during
the initial five-year term of its riverboat owner's license, Trump Indial'H.t's
agreement to pay to the City four (4%) percent of Trump Indiana's annual
adjusted gross receipts and Trump Indiana's commitment regarding the emplo;rment
of women and racial minorities and the utilization of union labor and local
vendors. The Development Agreement also provides for certain monetary penalties
in the event 'I'rump Indiana elects to abandon the Buffington Harbor Site within
the first four years of gaming operations, In addition, the Development
Agreement includes provisions regarding the "Trump Indiana Foundation," a
private foundation established by Tru:a'.p Indiana for charitable purposes
pri!t'.arily within the City and Lake County, Indiana. As of Decamber 31, 1996,
Tru.'t\p Indiana funded an initial $1. O million to the Trump Indiana Foundation. In
addition, Trump Indiana is required to ma.ke annual contributions of $100.000 to
the Trump Indiana Foundation for the remaining four years of the Development
Agreement. The 1997 and 1998 contributions were made as of December 31, 1997 ~nd
1998, respectively.

THCR believes that competition in the gaming industry, particularly the


riverboat and dockside gaming industry, is based on the quality and location of
gaming facilities, the effectiveness of marketing efforts, and customer service
and satisfaction. Although management believes that the location of the Indiana
Riverboat allows THCR to compete effectively with other casinos in the
geographic area surrounding its cusino, THCR expects competition in the casino
g.;!..nting industry to be intense as more ca$inos are opened and new entrants into
the gaming industry become operational. See "--Competition."

TRADEMARK/LICENSING

Subject to certain restrictions, THCR has the exclusive right to use


the "Trump': nane and likeness in connection •..rith gaming and related activities
pursuant to a trademark license agreement between Trump and THCR (the "License
Agreement~), Pursuant to the License Agreement, 'l'rump granted to 'I'HCR the
world-wide right and license to use the names "Tr'..unp," "Donald Trump" and
''Donald J, Trump" \ir.cluding variations thereon, the "Trump f\'ames") and ri;';!latcd
intellectual property rights (collect:ively, the "Marks") in connection with
casino and gaming ac':ivities and related services and products. ':'he r,<cense
Agreement does not restrict or restrain Trump from the rig~t to use or further

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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.,

CERTAIN INDEBTEDWESS OF THCR


Senior Notes, THCR Holdings and THCR Funding (the "'I'HCR Obligors") are
the issuers of $145 million aggregate principal amount of Senior Notes, The
Senior Notes are the joint and several obligations of the THCR Obligors,
Interest on the Senior Notes is payable semiannually in arrears.

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

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from time to time received, recei•Jable or otherwise distributed in respect of


th~ assets described in clause (1) above (collectively, the "Senior Note
Collateral"). The security interests in the Senior Note collateral are first
priority security interests and are exclusive. Any equity ini:erests in
Subsidiaries of THCR Holdings v•hich are acquired by THCR Holdings will be
assigned and pledged ta the Senior Note Trustee and the security interests
granted in such equity interests will be exclusive, first priority security
interests.

TAC I Notes. As a part of the Taj Acquisition, Trump AC and Trump AC


Funding issued in an underwritten offering $1,200,000,000 aggregate principal
amount of Mortgage Notes which mature on May 1, 2006 (the "TAC I Notes") - The
TAC I Notes include restrictive covenants prohibiting or limiting, among other
things, the sale of assets, the lnaking or acquisitions and other investments,
capital expenditure~, the incurrence of additional debt and liens and the
payment of dividends and distributions. Non-compliance could result in the
acceleration of auch indebtedness.

TAC II Notes, In December 1997, Trump AC and Funding Il issued


$75,000,000 principal a1nount of Mortgage Notes which mature on May 1, 2006 (the
"TAC II Notes"). The TAC II Notes include restrictive covenanti;i prohibiting or
limiting, among other things, the sale of assets, the making of acquisitions and
other investments, capital expenditures, the inc:urrenc:<l'! of a.dditional debt and
liens and the payment of dividends and distributions. Non-compliance could
result in the acceleration of such indebtedness.

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.

Castle Notes. Castle Funding's Mortgage Notes bear interest, payable


sC!mi- annually in cash, at 11 3/4i and mature on Noverrher 15, 2003 {the "Cas-::le
Mortgage Notes") . The Castle Mortgage ~Jotes may be redeemed at Castle Funding' s
option at a spec;i_fierl pP.rcPnt.age of the princ::i.pal amoi.1nt commencing .in 1998.

'l'be Custle Mortgage Kotes are secured by a promissory note of Castle


Associates to Castle Funding (the "C.;i.stle Partnership Note"} in .sn arnount and
with payment terms necessary to service the Castle Mortgage Notes. The Castle

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Partnership Note is secured by a mortgage on Trump Marina and substantially all


of the other assets of Castle Associates. The Castle Partnership Note has bocn
assigned by castle Funding to the trustee of the indenture under which the
Castle Mortgage Notes were issued to secure the repayment of the Castle Mortgage
Notes. In addition, Castle Associates has guaranteed the payment of the Castle
Mortgage Notes (the "Castle Guaranty"), which is secured by a mortgage on Trurnp
Marina and substantially all of the assets of Castle Associates. The Castle
Partnership Note and the Castle Guaranty are expressly subordinated to the
indebtedness of the New Castle Senior Notes (as defined) and the Castle Term
Loan described below (collectively, the ~senior Indebtedness'') and the liens of
the mortgages securing the Castle Partnership Note and the Castle Guaranty are
subordinate to the liens securing the Senior Indebtedness.

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.

The Cactle PIK Notes are secured by a subordinated promissory note of


Castle Associates to Castle Funding (the ncastle Subordinated Partnership
Note"), which has been assigned to the Trustee for the Castle PIK Notes, and
Castle Associates has issued a subordinated guaranty (the ''Castle Subordinated
Guaranty") of the Castle PIK Notes. The Castle Subordinated Partnership Note and
the Castle Subordinated Guaranty are expressly subordinated to the Senior
Indebtedness, the Caatle Partnership Note and the Castle Guaranty. On May 21,
1996, THCR Holdings exercised an option and acquired approximately 90% of the
then outstanding Castle PIK Notes outstanding for approximately $38.7 million,
in exchange for which THCR Holdings received an aggregate of approximately $59.3
mill.ion principal .;;tmount of 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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amount of additional indebtedness Castle Associates may incur, distributions of


castle Associates capital, investments and other business activities.

Other Indebtedness. In addition to the foregoing, THCR's consolidated


long-term indeb~edness includes approximately $39.5 million of indebtedness as
of Decernber 31, 1998.

ATLANTIC CITY MARKET

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.

'l'otal Atlantic City slot revenues increased 3.9% in 1998, continuing a


trend of ir.creases over the past six years. From 1992 through 1998, slot revenue
growth in Atlantic City has averaged 5.6% per: year. Total table game revenue
increased 2.1% in 1993, while table game revenue from 1992 to 1998 has increased
on average 1.0% per year. Management believes the slow growth in table revenue
is primarily attributable to two factors, First, the slot product has been
significantly improved over the last five years. Bill acceptors, ne•111 slot
machines, video poker and blackjack and other improvements have -1ncreased the
popularity of slot play among a wider universe of casino patrons. Casino
operators in Atlantic City have added slot machines in favor of table ga~es due
to increased public acceptance of slot play and due to slot machines'
comparatively higher profitability as a result of lower labor and support costs.
Since 1992, the number of slot machines in Atlantic City has increased 58.8%,
while the number of table games has increased by 6.4%. Slot revenues increased
from 66% of total casino revenues in 1992 to 69.8% in 1998. The second reason
for histo:::-ic slow growth in table re,renue is that table game players are
typically higher end players and are more likely to be interested in overnight
stays and other amenities. During peak season and weekends, roon\ availability in
Atlantic City is currently inadequate to meet demand, making it difficult for
casino operators to aggressively promote table play.

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

A::.lantic City's ne1r1 convention center, with approximately 500, 000


square fee::. of exhibit and pre-function space, 45 meeting rooms, food··service
facilities and a 1, 600···car underground parking garage, is the largest exhibition
space between New York City and Washington, D.C. It is located at the base of
the Atlantic City Express'.,.ray and opened in May 1997, AtlP.ntic City's old
convention center is located on The Boardwalk, physically connected to the Trump
Plaza and owned by the New Jersey Sports and Exposition Authority tthe "NJSEA").
Its East Hall, which was completed in 1929 and is listed on the National
Register of Historic Places will, with funding approved by the CRDA in February
1999, undergo a $72 million renovation to be completed by the summer of 2001.
These improvements, while preserving the historic features of this landrna~k,
will convert it into a modern special events venue and will include new seating
for 10,000 to 14,000 in its main auditorium and new lighting, sound and
television-ready wiring systems. Construction will halt in both September 1999
and September 2000 to avoid disrupting the Miss America Pageant presentations
during those years.

In addition to the planned casino expansions, major infrastructure


improvemen~s have been comple~ed. The CRDA oversaw the development of the $88
millio~"J. "Grand Boulevard" corridor that links the new convention center with The
Boardwalk. The project was completed in early 1998. Furthermore, as set forth in
a November 1998 agreernent with the CRDA, a $20. 8 million beautification project
is now in progress for the five block Virginia and Maryland Avenue corridors
which connect the thirty acre Boardwalk site of the Taj Mahal to Absecon
Boulevard {Route 30), one of Atlantic City's principal access roadways. This
co:nprehensive project includes the repair, resurfacing and resignalizing of
these roads and the installation of new roadside lighting, the acquisition and
demolition of deteriorated structures on Virginia Avenue and, to a lesser
extent, Ma:ryl3nd Avenu2, and the installation and maintenance of roadside
landscaping on those sites, the construction of a twenty-two unit subdivision of
two-story, single unit and duplex residences which will front on opposing sides
of Virginia Avenue, and ~he improvement of the exterior facades of selected
Virginia Avenue and other structures, with consents of the owners, to achieve a
harmony and continuity of desiqn among closely proximate properties.
Construction of the roadway and housing elements of this project is expected to
commence during or about the summer of 1999.

Management believes that these ga~ing regulatory reforms will serve to


permit future reductions in operating expenses ot casinos in Atlantic City and
to increase the funds available for addit.lonal infrastructure development
through the CRDA. Due principally to an imp:roved regulatory environment, general
lrnprover:ie11t of economic conditior.s and high occupancy rate:'., .significant
investment in the Atlantic City Market has beer. initiated and/or announced.
Manage1nent believes that these increases in hotel capacj_ty, together with
infrastructure improvements, ','i'ill be instrumental in stimulating future revenue

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growth in ::he Atlantic City Market, See ''--Competition.«

COMPETITION

A::lantic City. Competition in the Atlantic City Market is intense,


Trump Plaza, the Taj Mahal and Trump M<;l.rina (the "Atlantic City Properties" J
compete wi:h other casino hotels located in Atlantic City and with each other.
At present, there are 12 casino hotels located in Atlantic City, including the
Atlantic City Properties, all of which compete for patrons. In addition, there
are several sites on The Boardwalk and in the Marina District on which casino
hotels could be built in the future and various applications for casino licenses
have been filed and announcements with respect thereto made from time to time
(including a casino resort joint venture (the ''Mirage Joint Venture") between
Mirage and the Boyd Gaming Corporation to be built in the Marina District which
will contain 1,200 rooms and is scheduled to be completed in the spring of 2002,
and a casino resort by MGM Grand, Inc. to be built on The Boardwalk after MGM
Grand, Inc. purchases the land chosen as the si~e for the casino resort) .
Although management is not aware of any current construction on such sites by
third parties, infrastructure improvements in the area have begun. Mirage
intends to build a casino resort called LeJardin which will contain 3,500-4,000
rooms and will be linked to the resort created as a result ~f the Mirage Joint
venture. Substantial new expansion and development activity has recently been
completed or has been announced in Atlantic City, including the expansion at
Harrah's, Hilton, Caesar's, Resorts, 'I'ropicana and Bally's 'Nild West Casino,
which intensifies competitive pressures in the Atlantic City Market. While
management believes that the addition of hotel capacity would be beneficial to
the Atlantic City Market generally, there can be no assuran:e that such
expansion would not be

21

materially disadvantageous to the Atlantic City Properties. There also can be no


as~urance that the Atlantic City development projects which are planned or are
underway will be completed.

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).

In 1992, the 1.tlantic City casino industry experie:"Jced an increase of


6.9% in gaming .revenues per square foot from 1991. Gaming revenues per squa.re
foot increased by 1.4% for 1993 (excluding poker and race simulcast rooms, which
we.re int.roduccd for the £i1:st time in r.;uch year), compa:c:e<l :.o 1992. In 1994,
gaming revenues per square foot decreased 2.5% (or 4.5% including square foote.ge

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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.

'l'he Atlantic City Properties also compete, or will compete, with


facilities in the northeastern and mi.d~AtJantic regions of the United States at
which casino gaming or other forms of wagering are currently, or in the future
may be, authorized. To a lesser extent, the Atlantic City Properties face
competition fro111 gaming facilities nationwide, including land-based, cruise
llne, riverboat and dockside casinos located in Colorado, Illinois, Indiana,
Iowa, Louisiana, Mississippi, Missouri, Nevada, South Dakota, Ontario (Windsor
and Niagara Falls), the Bahamas, Puerto Rico and other locations inside and
outside the lTnited states, and from other forms of legalized gaming in New
Jersey and in its surrounding states such us lotteries, horse racing (including
off-track betting), jai alai, bingo and dog racing, and from illegal wagering of
various types. N€rw or expanded operations by other persons can be expected to
increase competition and could result in the saturation of certain gaming
markets. In September 1995, New York introduced a keno lottery game, which is
played on video terminals that have been set up in approximately 1,800 bars,
restaurants and bowling alleys across the state. Bay Cruises is operating a
gambling cruise ship where patrons are taken from a pier in Sheepshead Day in
Brooklyn, Nev; York to international waters to gamble. In September 1997, another
gambling cruise ship was launched off the coast of Montauk, New York. On April
24, 1998 Freeport casino Cruises began oper.;iting R gambling ship in Long Island,
New York. Manhattan Cruises, a company offering gambling cruises departing from
Manhattan, New York City since Jo.nua:ry 28, 1998, susponded ope:r:ations in early
May 1998, but has announced plei.ns to rei;;ume operations shortly. Other companies
(including South Shore Cruise tines and Circle Line) are currently seeking
permission to operate similar cruises in the New Yoi:·k City area. On December 5,
1997, the ma:;{or of New York City proposed the construction of et casino on
Governors Island, located in the middle of New York Harbor; however, the
proposal would require an amendment to the New York State Constitution and the
sale of the island to New York by the

22

federal government. In Delaware, a total of approximately 2,600 slot machines


.,,;ere installed at three horse racetracks in 199G. Initial legislation allowed a
maximum of 1.000 slot mcchines ;;it each of the three racetracks, In 1998, the
Delaware legislature approved a bill which would nore than double the na:mber of

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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.

In addition to cornpecing with other casino hotels in Atlantic City and


elsewhere, by virtue of their proximity to each other and the common aspects of
certain of their respective marketing efforts, including the common use of the
"Trttmp" name, the .l\tlantic City Properties compete directly tvith each other for
g-aroing patrons.

Indiana. The Indiana Riverboat competes primarily with riverboats and


other casinos in the northern Indiana suburban and Chicago metropolitan area and
throughout the Great Lakes Met.rket. Although northern Indiana is part of the
greater Chicago metropolitan rnarkot, which is one of the most successful new
gaming markets in the United States, the Indiana Riverboat may be more dependent
on patrons from northern Indiana than its Illinois competitors, and the
propecisity of these patrons to wager cannot be predicted ·with any degree of
certainty. In addition to competing with Barden's riverboat at the Buffington
Harbor Site, the Indiana Riverboat competes with a riverboat in Hammond,
Indiana, owned and operated by Empress Riverboat Casino in Joliet, Illinois, a
riverboat in East Chicago, Indiana, which is o\\ITied and operated by Harrah's
Entertainment under the Showboat name, and with a riverboat in Michigan City,
Indiana, which is O\\ITied and operated by Bluechip Casino, To a lesser degree, the
Indiana Riverboat competes •.vith four ope.roting riverboats located in southern
Indiana and one additional rive~boat scheduled to be licensed and operating in
2000. At present there are four other riverboats in the Chicago areu, with each
operator limited to 1200 gaming positions,

Management believes that compat.i.tion in the gaming industry,


particularly the riverboat and dockside gaming industry, is based principally on
the quality and location of gaming facilities, the effectiveness of marketing
efforts, and custom.er service and sat:\ sfaction. Al though THCR believes tl1at the
location of the Indi3ni;i. Riverboat will allow THCR to compete effectively with
other casinos in the geographic area surrounding its casino. Management expects
competition in the casino gaming industry to continue to be intense in the
Northwest Indiana marketplace.

The India:ia Riverboat is seeking a cornpetitivo advantage primarily


based upon its superior location, including its proximity to and direct access
from Chicago, extensive parking facilities, name recognition, a superior gaming
vessel and gaming experience, and targeted marketing strategies. See "--Indiana
Riverboat." In addition, a casino opened during 1994 in \•Jindsor, Ontario, ac:!'oss
the river from Detroit, In 1997, Detroit approved land-based ca~ino gaming with
a lirnit of four licenses for the metropolitan area, and selected the operators
for the licenses. ~lthough manag~ment believes that t~ere is sufficient demand
in the market to sustain the Indiana Riverboat, there can be no assurance to
that effect. T,eg:islation has also been .int;:oduced on numerocis occasions in
recent yea~s to expand riverboat gaming in Illinois, including by authorizing
new sites in the Chicago area with which the Indiana Rive:?:boat would compete.
THCR understands that there have been recent discussions in Illinois regarding
possible legislation to permit dockside gaming and/or increase the gaming

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position limitations. There can be no assurance that either Indiana or Illinois,


or both, will not authorize aOditional gaming licenses, incl1.iding for the
Chicago metropolitan area.

Other Competition. In addition, the Atlantic City Properties and the


Indiana Riverboat face competition from casino facilities in a nwnber of states
operated by federally recognized Native American tribes. Pursuant to the Indian
Gaming Regulatory Act ("IGRA"), which was passed by Congress in 1988, any state
which permits

23

casino-style gaming (even if only for limited charity purposes) is required to


negotiate garrri.ng compacts with federally recognized Native American tribes.
under IGRA, Native Arnerican tribes enjoy comparative freedom from regulation and
taxation of gaming operations, which provides them with an advantage over their
competito:rs, incl1.1ding the Atlantic City P:ropert:ies and the Indiana Riverboat.
In March 1996, the United States Supreme Court struck down a provision of IGRA
which allowed Native American tribes to sue states in federal court for failing
to negotiate gaming compacts in good faith. Management cannot predict the impact
of this decision on the ability of Native American tribes to negotiate compacts
with states.

In 1991, the Mashantucket Pequot Nation opened Foxwoods, a casino


facility in Ledyard, Connecticut, located in the far eastern portion of such
state, an approximately three-hour d~ive from New York City and an approximately
two and one- half hour drive from Boston, which cur·rently offers 24-hour gruning
and contains approximately 6,000 slot machines. An expansion at Foxwoods,
completed in April 1998, includes additional hotel rooms, restaurants and retail
stores. A high-speed ferry operates seasonally bet·ween New York City '1nd
l"oxwoods. 'l'he Mashantucket:. Pequot Nation has also announced plans for a
high-speed train linking Foxwoods to the interstate highway and an airport
outside Providence, Rhode Island. In addition, in October 1996, the Mohegan
Nation opened the Mohegan Sun Resort in Uncasville, Connecticut, located 10
niles frout Foxwoods. Developed by Sun International Hot:els, Ltd,, the Mohegan
sun Resort has 3,000 slot machines. The Mohegan Nation has announced plans for
an expansion of the casino facilities and the construction of a hotel,
convention center and entertainment center to be completed in the fall of 2001.
In addition, the Eastern Pequots are seeking formal recognition as a Native
American tribe for the purpose of opening a casino in the North Stonington area.
There can be no assurance that any continued expansion of gaming operations of
the Mashantucket Pequot Nation, the gaming operations at the Mohegan Nation or
the commencement of gaming operations by the Eastern Pequots would not have a
materially adverse impact on the operations of the Atlantic City Properties.

A gro'JP in Cumberland County, New Jersey calling itself the "Nant.icoke


Lenni Le.nape" tribe has filed a notice of intent '.Vith the Bureau of Indian
Affairs seeking formal federal recognition as a Native American tribe. In March
1998, the Oklaho~a~based Lcnapc/Delaware Indian Nation, which originated in New
Jersey and already has :ederol recognition, filed a lawsuit against the city of
Wildwood claiming that the city is built o~ ancestral land. The city of
'i'Jildwood, which has supported the plan to build a casino, has entered settlement
negotia~ions, offering to deed rr.unicipal land to the tz:·ibe, The plan, 'Nhich .J.S
opposed by the State of New Jersey, required state and federal approval. In
early 1999, ho~>over, the Delaware Indlan Nation's lawsuit was dismissed. In July
1993, the Oneida Nation opened a casino featuring 24-hour ta.ble ga.rnir.g and
electronic gaming systems, but without slot machines, nBar Syracuse, New York.

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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.

The Pokagon Band of Pota•11atomi Indians of southern Michigan end


northern Indiana has been federally recognized as an Indian tribe. In September
1995, the ?okagon Band of Potawatomi Indians signed a gaming compact with the
governor of Michigan to build a land-based casino in southwestern Michigan and
also entered into an agreement with Harrah's Entertainment, Inc. ("Harrah's") to
develop and manage the casino. However, as of Oc~ober 12, 1998, the agreement
with Harrah's was terminated.

S:ate Legislation. Legislation permitting other forms of casino gaming


has been proposed, from time to time, in various states, including those
bordering New Jersey. Six st~tes have prc-s~ntly legalized riverboat gambling
while others are considering its approval, including New York and Pennsylvania.
Several states arc

24

considering or have approved large scale land-based casinos, Additionally, since


1993, the gaming space in Las Vegas has expanded significantly. with additional
capacity planned and currently under construction. The operations of the
Atlantic City Properties could be ~dversely affected by such competition,
particularly if casino gaming were permitted in jurisdictions near or elsewhere
in New Jersey or in other states in the Northeast. In December 1993, the Rhode
Island Lottery cc,.mmission approved the addition of .slot machine games on video
terminals at Lincoln Greyhound Park and Newport Jai Alai, where poker and
blackjack have been offered for over two years. Currently, :asino gaming, other
than Native American gaming, is not allo1"7ed in other areas ::if New Jersey or in
Connecticut, New York or Pennsylvania. On November 17, 1995, a proposal to allov:
casino gaming in Bridgeport, Connecticut was voted do1·m by thpt state's Senate.
On June 1$, 1998. ~he New York State Senate and General Assambly failed to enact
a constitutional an1endw.ent to legalize C<;lsino ga.\llbling in c~rt.;i.in areas of New
York State. effectively postponing any referendum to authorize such a
constitutional amendment until not earlier than November 2001. To the extent
that legalized gaming becomes more prevalent in New Jersey or other
jurisdictions near Atlantic City, competition would intensify. In par~icular,
proposals have been introduced to legalize gaming in other locations, including
Philadelphia, Penn~ylv.;;i.nia. In Febru.;i.ry 1999. the l'e'1nsylva:1i.;i St,;i.te Gener;;il
Assernbly approved a bill alloi..,iing in May 1999 a non-binding public :referendum on
a variety of legalized gaming issues including riverboats, video poker in
taverns and slot :r.acb.tnes al raceLracks, but. t{H:i Pennsylvania S;:.aLe Senate
failed to enact the General Assembly Bill. In addition, legisla~ion has from

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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.

GP..MING JtND OTHER LAWS AND REGULATIONS

The following is only a summary of the applicable provisions or the


Casino Control Ac:t, the Ri•.rerboat Gambling Act and certain other laws and
regulations, It does not purport to be a full description thereof and is
qualified in its entirety by reference to the Casino Control Act, the Riverboat
Gambling Act and such other laws and regulations. Unless otherwise indicated,
all references to "Trunrp Plaza" include (al Trump Plaza's main tower, including
Trump Plaza East (which operates pursuant to a c;:asino license held by Plaza
Associates} and (b) Trump World's Fair (which operates pursuant to a casino
license held by Plaza Associates).

l1EW JERSEY GAMING REGULATIONS

In general, the casino Control Act and its implementing regulations


contain detailed provisions concerning, among other things: the granting and
renewal of casino licenses; the suitabili~y of the approved hotel facility, and
the amount of authorized casino space and gaming units permitted therein; the
qualification of n~tural persons and entities related to the casino licensee;
the licens.ing of certain employees and vendors of casino licensees; the rules of
the garr.es; the selling and redeeming of gaming chips; the granting and duration
of credit and the enforceability of gaming debts; management control procedures,
accounting and cash control methods a!1d reports to gaxning agencies; the security
standards; the manufacture and distribution of gaming equipment; the
simulcasting of horse races by casino licensees; equal employment opportunities
for employees of casino operators, contractors of casino facilities and others;
and advertising, entertainment and alcoholic beverages.

Casino Control Corrunission. The ownership and operation of casino/hotel


facilities in Atlantic City are the subJect of strict state regulation under the
Casino Control Act. The CCC is empowered to regulate a wide spectrum of gaming
and non-gaming related activities and to approve the form of ownership and
financial sLructure of not only a casino licensee, but also its entity
qualifiers and interrnediary and holding companies and any other related entity
required to be qualified ("CCC Regulations") .

Operating Licenses. In June 1995, the CCC renewed Taj Associates'


license to operate the Taj Mahal through March 1999, renewed Castle Associates'
license to operate Trump Marina th~ough May 1999, and renewed Plaza Associates'
license to operate Trump Plaza through June 1999, In May 1996, the CCC granted
Plaza Associates a license to operate Trump World's Fair through May 1997, and
in December 1996, the CCC approved Plaza Associates' application to operate
Trump Plaza and Trump World's Fair under one casino license

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

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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.

Casino License. No casino hotel facility may operate unless the


appropriate license and approvals ar.e obtained from the CCC, which has broad
discretion with yegard to the issuance, renewal, revocation and suspension of
such licenses and approvals, which are non-transferable. The qualification
criteria with respect to the holder of a casino license include its financial
stability, integrity and responsibility; the integrity and adequacy of its
financial resources >vhich bear any relation to the casino project: its good
character, honesty and integrity; and the sufficiency of its business ability
and casino experience to establish the likelihood of a successful, efficient
casino operation. The casino licenses currently held by Plaza Associates, Taj
Associates and Castle Associates are renewable for periods of up to four years,
The CCC may reopen licensing hearings at any time, and must reopen a licensing
hearing at the request of the Division of Gaming Enforcement (the ''Division").

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.

To be considered financially stable, a licensee rm.1st demonstrate the


following ability; to pay winning 11:agers when due; to achieve an annual gross
operating profit; to pay all local, state and federal taxes when due; to make
necessary capital and maintenance expe~ditures to insure that it has a superior
first-class facility; and to pay, exchange, refinance or extend debt.$ •,;hich •,;ill
ma~ure or become due and payable during the license term.

In the event a licensee f<'!ils to demonstrate fina~cial stabil:ity, the


CCC may take such actio:"l as it deems necessary to fulfill the purposes of the
Casino Control Act and protect the public interes':::, including: issuing
conditional licenses, approvals or determinations; establishing an appropriate
cure period; i!'pos.'Lng reporting requirements; placing restrictions on the

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transfer of cash or the assumption of liabilities; requiring reasonable :reserves


or trust accounts; denying licensure; or appointing a conservator. See
" - -conservatorship. ''

Management believes that it has adequate financial resou:t:'ces to meet


the financial stability requirements of the CCC for the foreseeable future.

Pursuant to the Ca.sino Control Act, CCC Regulations and precedent, no


entity may hold a casino license unless each officer, director, principal
employee, person who directly or indirectly holds any beneficial interest or
ownership in the licensee, each person who in the opinion of the CCC has the
abil.ity to control or elect a majority

26

of the board of directors of the licensee (other than a banking or other


licensed lending institution which makes a loan or holds a mortgage or other
lien acquired in the ocdinary coursi;i of business) and any lender, underwriter,
agent or employee of the licensee or other person whom the CCC may consider
appropriate, obtains and maintains qualification approval from the CCC.
Qualification approval means that such person must, but for residence,
individually meet the qualification requirements as a casino key employee.
Pursuant to a condition of its casino license, payments by Plaza Associates to
or for the benefit of any related entity or partner, with certain exceptions,
are subject to prior CCC approval; and, if Plaza Associates', Taj Associates' or
Castle Associates' cash position falls below $5.0 million for three consecutive
business days, such entity must present to the CCC and the Division evidence as
to why it should not obtain a working capital facility in an appropriate amount.

Control Persons. An entity qualifier or intermediary or holding


company, such as Trump AC, Trump AC Holding, Plaza Funding, TACC, TCHI, THCR
Holdings, THCR Funding or TllCR is required to register with the CCC and meet the
sa:ne basic standa;r::ds for approval as a casino licensee; provided, howcve:::, that
the CCC, with the concurrence of the Director of the Division, may waive
compliance by a publicly-traded corporate holding company with the requirement
that an officer, di.rector, lender, underwriter, agent or employee thereof, or
person directly or indirectly holding a beneficial interest or ownership of the
securities thereof, individually qualify for approval under casino key employee
standards so long as the CCC and the Director of the Division are, and remain,
satisfied that such officer, director, lender, underwriter, agent or employee is
not significantly involved in the activities of the casino licensee, or that
such security holder does not have the ability to control the publicly-traded
corporate holding company or elect one or more of its directors. Persons holding
five percent or more of the equity securities of such holding company are
presumed to have the ability to control the company or elect one or more of its
directors and will, unless tbis preswnption is rebutted, be required to
individually qualify. Equity securities arc defined as any voting stock or any
security similar to or convertible into or carrying a right to acquire any
security having a direct or indirect participation in the profits of the issuer.

Financial Sources, Tbe CCC may require all f inanci.a l backe.r.s,


investors, mortgagees, bond holders and holders of notes or other evidence of
indebtedness, either in effect or proposed, which bear a:iy :!':elation to any
casino project, including holders of publicly-traded securities of an entity
which holds a casino license or is an entity qualifier, subsidiary or hold.i.ng

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company of a casino licensee (a "Regulated Co:11.panyn), to qualify as financial


sovrces. In the past, the CCC has waived the qua.llfication requirement for
holders of less than 15% of a series of publicly~traded mortgage bonds so long
as the bonds remained widely distributed and freely traded in the public mo.rket
and the holder had no ability to control the casino licensee. The CCC may
:::equire holders of less than 15% of a series of debt to qualify as financial
sources even i f ~at active in the management of the issuer or casino licensee.

Institutional Investors. An institutional investor ("Institutional


Investor") is defined by the casino Control Act as any retirement fund
administered by a public agency for the exclusive benefit of federal, state or
local public employees; any investment company registered under the Investment
Company Act of 1940, as amended; any collective investment trust organized by
banks under Pa.rt Nine of the Rules of the Comptroller of the Currency; any
closed end investment trust: any chartered or licensed life insurance company or
property and casualty insurance company; any banking and other chartered or
licensed lending ins~itution; any investment advisor registered under the
Investment Advisers Act of 1940, as amended; and such other persons as the CCC
in1:1y UBLetminlll !ui reasons consistent with the policies of the casino Control
Act.

An Institutional Investor may be granted a waiver by the CCC from


financial source or other qualification requirements applicable to a holder of
publicly-traded securities, in the absence of a prima facie showing by the
Division that there is any cause to believe that the holder may be found
unqualified, on the basis of CCC findings that; (i) its holdings were purchased
for investment purposes only and, upon request by the CCC, it files a certified
statement to the effect that it has no intention of influencing or affecting the
affairs of the issuer, the casino licensee or its holding or intermediary
companies; provided, however, that the Institutional Invest.or will be perrr,ittcd
to vote on matters put to the vote of the outstanding security holders; and (ii)
if (xl the securities are debt securities of a casino licensee's holding or
intermediary companies or another subsidiary company of the casino licensee's
holding or intermediary companies which is related in any way to the financing
of the casino licensee and represent either (A) 20% or less of the total
outstanding debt of t;he coinpany or (B) 50% or less of any issue of

27

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,

Generally, the CCC requires each in:stit11tional holder seeking waiver of


qualification to execute a certification to the effect that (i) the holder has
re~riewed the definition of Institutional Investor under thE! Casino Control Act
acid believes that it ::1\eets the definition of Institutional Investor; (ii) the
holder purchased the securities for investinenL purposes only .;ind holds them in
the ordinary course of business; (iii) t~c holder has no involvement in the
business activities of and no intention of influencing or affecting, the affairs
of the issuer, the casino licensee or any a.ftiliate: and (iv) if the holder
subsequently deter1nines to J.nfluence or af::ect the affairs of the issue!", Lhe

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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."

Ownership and Transfer of Securities, The Casino Control Act imposes


certain restrictions upon the issuance, ownership and transfer of securities of
a Regulated Company and defines the term "security" to include instruments which
evidence a direct or indirect beneficial o•tJnership or creditor inteTest tn a
Regul~ted Company including, but not limited to, mortgages, debentures, security
agreements, notes and warrants. Currently, each of Plaza Funding, Trump AC,
'T'r1Jrop AC Holding, Plaza Assoc,iate8, Taj Associates, TCS, Castle Associates,
TCHI, THCR Holdings, THCR Funding and THCR is deemed to be a Regulated Company,
and instruments evidencing a beneficial ownership or creditor interest therein,
including a partnership interest, are deeroed to be the securities of a Regulated
company.

If the CCC finds that a holder of such securities is not qualified


under the casino control Act, it has the right to take any remedial action it
may deem appropriate, including the rlght to force divestiture by such
disqualified holder of such securities. In the event that certain disqualified
holders fail to divest themselves of such securities, the CCC h;;i.s the power to
revoke or suspend the casino license affiliated with the Regulated Company which
issued the securities. If a holder is found unqualified, it is unlawful for the
holder ti) to exercise, directly or through any trustee or nominee, any right
conferred by such securities or (ii) to recei\•e any dividends or int.erest upon
such securities or any remuneration, in any form, from its affiliated casino
licensee for services rendered or otherwise.

With respect to non--publicly-traded securities, the Casino Control Act


and CCC Regulations require that the corporate charter or partnership agreement
of a Regulated Company establish a right in the CCC o± prior approval with
regard to transfers of securities, shares and other interests and an absolute
right in the Regulated company to repurchase at ~he market price or the purchase
price, whichever is the lesser, any such security, share or other interest in
the event that the CCC disapproves a transfer. With respect to publicly-tr·aded
securities, such corporate charter or partnership agreement .is required to
establish that any such securities of the entit)! are held subject to the
condition that, if a holder thereof is found to be disqualified by the CCC, such
holder shall dispose of such securities.

Under· the 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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Interim Casino Authorization. Interim casino authorization is a process


which permits a person who enters into a con~ract to obtain property relating to
a casino operation or who obtains publicly-traded securities relating to a
casino licensee to close on the contract or own the securities until plenary
licensure or qualification. During the period of interim casino authorization,
the property relating to the casino operation or the securities is held in
trust.

Whenever any person enters into a contract to transfer any property


which relates to an ongoing casino operation, including a security of the casino
licensee or a holding or intermediary company or entity qualifier, under
circun1stanccs which would require that the transferee obtain licenstn:e or be
qualified under the Casino Control Act, and that person is not already licensed
or qualified, the transferee is required to apply for interim casino
authorization. Further1nore, except as set fort!'1 below with respect to
publicly-traded securities, the closing or settlement date in the contract at
issue may not be earlier than the !21st day after the submission of a complete
application for licensure or qualification together with a fully executed trust
agreement in a form apptoved by the CCC. If, after the report of the Division
and a hearing by the CCC, the CCC grants interim authorization, the property
will be subj.;;ict to a trust. If the CCC denies interim authorization, the
contract may not close or settle until the CCC makes a determination on the
qualifications of the applicant. If the CCC denies qualification, the contract
will be terminated for all purposes and there will be no liability on the part
of the transferor.

If, as the result of a transfer of publicly-traded securities of a


licensee, a holding or intermediary company or entity qualifier of a licensee,
or a financing entity of a licensee, any person is required to qualify under the
Casino Control Act, that person is required to file an application for licensure
or qualification within 30 days after the CCC determines Lhat qualification is
required or declines to waive qualification. The application must include a
fully executed trust agreement in a form approved by the CCC or, in the
alternative, within 120 days after the CCC determines that qualification is
required, the person whose qualification is required must divest such securities
as the CCC may require in order to remove the need co qualify.

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.

Where a holder of publicly-traded securities is required, in applying


for qualification as a :inancial source or qualifier, to transfer such
securities to a trust in applicat.ion for interim casino authoriz<ition and the
CCC thereafter orders that the trust become operati'\'8: (iJ Ui.:.ring the ti:t.c the
trust io operative, th~ holder may not participate in the earnings cf the casino
hotel or receive any ret'Jrn on its investment or debt sec·.irity holdings; and
(ii) after disposition, if any, of the securities by the trustee, p:::oceeds

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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.

A?proved Hotel Facilities. The CCC may permit an existing licensee,


such as one of the Atlantic City Properties, to increase its casino space if the
licensee agrees to add a prescribed nwnber of qualifying sleeping units within
two years after the commencement of gaming operations in the additional casino
sp~ce. However. if the casino licensee does not fulfill such agreement due to
conditions within its control, the licensee t1ill be required to close the
additional casino space, or any portion thereof that the CCC determines should
be closed.

Persons who are parties to the lease for an approved hotel building or
who have an agreement to lease a building which may in the judgment of the CCC
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.

Unless otherwise detennined by the CCC, agreements to lease an approved


hotel building or the land under the building must be for a durational term
exceeding 30 years, must concern 100% of the entire approved hotel building or
the land up6n which it is located and must include a buy-out provision
conferring upon the lessee the absolute right to purchase the lessor's entire
interest for a fixed sum in the event that the lessor is found by the CCC to be
unsuitable,

Agreement for Management of Casino. 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.

Gross Revenue Tax. Each casino licensee is also required to pay an


annual tax of 8% on its gross casino revenues. For the year3 ended December 31,
1996, 1997 and 1998, Plaza Associates' gross revenue tax was approximately $29.8
million, $30.1 million and $30,2 million, respectively, and its license,
investigation and other fees and assessments totaled approximately $4.4 million,
$6.0 mil~ion a~d $5.2 mill~on, respectively. For the years ended December 31,
1996, 1997 and 1998, Taj Associates' gross revenue tax was approximate_ly $1!0.7

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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.

Inve$tment Alternative Tax Obligations. An investment alternative tax


imposed on the gross casino revenues of each licensee in the amount of 2.5% is
due and payable on the last day ot April following the end of the calendar year.
A licensee is obligated to pay the investment alternative tax for a period of 30
years. Estimated payments of the investment alternative tax obligation must be
made quarterly in an amount equal to 1.25% of estimated gross revenues for the
preceding three-month period. Investment tax credits may be obtained by making
qualified investments or by the purchase of bonds issued by the CRDA ( ''CRDi\
Bonds"). CRDA Bonds may have terms as long as 50 years and bear interest at
below market rates, resulting in a value lower than the face value of such CRDA
Bonds.

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

licensees of expanding their flotel facilities to provide additional hotel rooms,


a portion of which has been required to be available ·with respect to the new
Atlantic City Convention Center.

Minimum Casino Parking Charges. As of July l, 1993, ea~h casino


licensee was required to pay the New Jersey State Treasurer a $1.50 charge for
every use of a parking space for the purpose o:' parking motor vehicles in a
parking facility owned or leased by a casino licensee or by any person on behalf
of a casino licensee. This amount is paid into a special fund established and
held by the New Jersey State Treasurer for the exGlusive use of the CRDA. Plaza
Associates, Taj Associates and Castle Associates currently charge their parking
patro!1s $2. 00 in order to 1nake their required payments to the I-Jew Jersey State
Treasurer and cover related expenses. Amounts in the special fund will be
expended by the CRDA for eligible projects in the corridor region of Atlantic
City related to improving the highways, roads, infrastructure, traffic
regulution and public safety of Atlantic City or o:herwise :iecessary or useful
to the economic development and redevelopmenL of Atlantic City in this reg3rd.

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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.

Conservatorship. If, at any time, it is determined that Plaza


Associates, Plaza Funding, Trump AC Holding, Tru.ttlp AC, Trw11p AC Funding, Funding
II, Funding III, T~j Associates, TCS, Castle Associates, TCHI, THCR, THCR
Holdings, THCR Funding or any other entity qualifier has violated the Casino
Control Act or that any of such entities cannot meet the qualification
requirements of the Casino Control Act, such entity could be subject to fines or
the susperu,ilon or rlrlvocaLion of lLs llc~11slrl oL yuali(lcat.lon. ll: a casino
license is suspended for a period in excess of 120 days or is revoked, or if the
CCC fails or refuses to renew such casino license, the CCC could appoint a
conservator to operate and dispose of such licensee's casino hotel facilities, A
conservator would be 'Eested with title to all property of such licensee relating
to the casino and the approved hotel subject to valid liens and/or encumbrance$.
The conservotor would be req\lired to act under the direct supervision of the CCC
and \'tould be charged with the duty of conserving, preserving and, if permitted.
continuing the operation of the casino hotel. During the period of the
conservatorship, a former or suspended casino licensee is entitled to f,l. fair
rate of return out of net earnings, it any, on the property retained by t.he
conservator. The CCC may also discontinue any conservator.ship action and direct
the conservator to take such steps as are necessary to effect an orderly
transfer of the property of a former or suspended casino licensee.

Qualification of Er.iployees, Certain employees of J?l.:;z3 Associates, 'l"'aj


Associates and Castle Associates must be licensed by or registered with the CCC,
depending on the nature of the position held. Casino employees are subject to
more stringent requirements than non-casino employees ~nd must meet applicable
standards pertaining to financial stability, integrity and responsibility, good
character, honesty and integrity, business ability and casino experience and New
Jersey residency. These require1nents have .resulted in significant competition
among Atlantic City casino operators for the services of qualified employees.

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.

Control Procedures. Gaming at the .i\tlantic City Properties is condL\Cted


by trained and supervised personnel. Plaza Associates, 'raj Associates and Castle
Associates e::nploy extensive security and internal controls. Security checks are
made Lo deLermine, among other matters, that job applicants for key positions
have had no c~iminal history or associations. Security controls utilized by the
surveillance department include closed circuit

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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.

INDIANA GAMING REGULATIONS

Indiana Gaining Corr.mission. The owr.ership and operation of riverboat


gaming operations in Indiana are subject to strict state regulation under the
Riverboat Gambling Act and the administrative rules promulgated thereunder. The
IGC is empowered to administer, reg1,ilate and enforce the system of riverboat
gaming established under the Riverboat Gambling Act and has jurisdiction and
supervision over all riverboat gaming operations in Indiana, as well as all
persons on riverboats where gaming operations are conducted. The IGC is
empowered to regulate a wide variety of gaming and non-gaming related
activities. including the llcensing of suppliers to, and etl\Ployees at, riverboat
gaming ope~ations and to approve the form of ownership and financial structure
of not only riverboat owner and supplier licensees, but also their entity
qualifiers and intermediary and holding companies. The IGC has adopted certain
final rules and has published others in proposed or draft form which a.re
proceeding through the review and final adoption process. The IGC also has
indicated its intent to publish additional proposed rules in the future. The IGC
has broad =ulemaking power, and it is impossible to predict what effect, if any,
the amendment of existing rules or the finalization of currently new rules might
ha\•e on the operations of the Indiana Rivsrboat or 'l'HCR. The following reflects
both adopted and proposed regulations. Further, the Indiana General Assembly has
the power to promulgate new laws and implement amendments to the Riverboat
Gambling Act, which could materially affect the operation or economic viability
of the gaming industry in Indiana.

Riverboat OWner's License. The operation of a gami~g riverboat in


Indiana is subject to the Ri,.rerboat Gambling Act and the administrative rules
promulgated thereunder. In June 1996, the IGC granted Trump Indiana a riverboat
owneX"'s license, which m1,ist be renewed by ,June 2001.

Interim Compliance RequiX"ements. Interim compliance requires, among


other. things: obtaining a permit to develop the riverboat, garning operation from
the United States Army Corps of Engineers, which perrnit was obtained on October
10, 1995; obtaining a valid certificate of inspection from the Unlted States
Coast Guard for the vessel on which the riverboat gaming operation will be
conducted; applying for and receiving the appropriate pernits or certificates
from the Inditlna Alcoholic Beverage Commission, Indiana Fir<i! Marshall, and other
appropriate local, state and federal agencies which issue parmits including, but
not limited to, health permits, building permits and zoning permits; closing the
financing necessary to co1nplete the development of the gru(l.i:lg operation; posting
a bond in compliunce with the applicable law; obtaining the insurance deemed
necessary by the lGC; receiving licensure for electronic gaming devices and
other gaming equipment under applicable law; submi~ting an emergency response
plan in compliance with applicable laws; and taking any other action that the
IGC deems necessary for compliance under Indiana gaming laws. Further, the IGC
Jn<J.Y place restrictions, conditions or requirements on the permane~t riverboat
owner's licence. Trump Indiana sati.sfied all interim corr,pliance requirements
prior to receiving its riverboat 0'!1Iler's license from the IGC, An O\'nler's
initial license expires five years atter the ettecti.va date of the license, and
unless the owner's license is terminated, expires or is re·J"oked, the owner's
license 1nd.y be rltlnewed annuully by the IGC upon satisfaction of cert:ain
conditions contained in the rtiverboat Gambling Act.

'T'ransfer af R1-verboat Ctvm.er's License. Pursuant to IGC proposed rules,


an ownersh:p interest i:i a riverboat 0\'1ner's license s:tall not be transferrnd

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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.

A riverboat owner's licensee must possess a level of skill, ~xperience,


or knowledge necessary to conduct a riverboat gaming operation that will have a
positive economic impact on the host site, as well as the entire State of
Indiana. Additional representative, but not exclusive, qualification criteria
with respect to the holder of a riverboat owner's license include character,
reputat.ion, financial integrity, the facilities or proposed facilities for the
conduct

32

ot riverboat gaming including related non-gaming projects such as hotel


development, and the good faith affir-mative action plan to recruit, train and
upgrade minorities and women in all employment classifications, The lGC shall
require persons holding riverboat owner's licenses to adopt policies concerning
the preferential hiring of residents of the city in which the ri,1erboat docks
for riverboat jobs. The IGC has broad discretion in regard to the issuance,
renewal, revocation and suspension of licenses and approvals, and the ICC is
empowered to regulate a wide variety of gaming and non-gaming related
activitJ-es, including the licensing of suppliers to, and employees at, riverboat
gaming operations, and to approve the forrn of ownership and financial structure
of not only riverboat owner and supplier licensees, but also their subsidiaries
and affiliates.

A riverboat owner's licensee or any other person may not lease,


hypothecate, borrow money against or loan money against a riverboat owner's
license. An ownership interest in a riverboat owner's license may only be
transferred in accordance with the regulations prornulgated under the Riverboat
Gambling Act. An applicant for the approval of a transfer of a riverboat owner's
license must comply with application procedures prescrib<Ad by the IGC, present
evidence that it rneets o.r possesses t.he standa:rds, qualif.icat.ions and otl"ier
criteria under Indiana gaming laws, that it rr.eets all requirements for a
riverboat o~mer's license, and that it pay an investigative fee in the amount ot
$50,000 with the application. If the IGC denies the application to transfer an
ownership interest, it shall issue notice of denial to the applicant, and,
unless specifically stated to the contrary, a notice of denial of an application
for transfer shall not constitute a finding that the applican~ is not suitable
for licensure. A person who is served with notice of denial under this rule may
request an administrative hearing.

Control Persons and Operational Matters. The IGC has implemented strict
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·.

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Tax. Und.er Indiana garniug law, a tax is imposed on admissions to gamin?


excursions at a rate of three dollars for each person admitted to the gaming
excursion. 'l'his admission tax is imposed upon the riverboat owner's licensee
conducting the ga~ing excursion on a per-person basis without regard to the
actual fee paid by the person using the ticket, with the exception that no tax
shall be paid by admittees who are actual and necessary officials, employees of
the licensee or other persons actually wo:rking on the riverboat. The IGC rnay
suspend or revoke the license of a riverboat owner's licensee that does not
submit the payment or the tax return form regarding admission tax within the
required time established by the IGC,

A tax is imposed on the adjusted gross receipts received from gaming


authorized w1der the Rivexboat Gambling Act at a rate of 20% of the amount of
the adjusted gross receipts. Adjusted gross receipts is defined as the total of
all cash and property (including checks received by a licensee), whether
collected or not, received by a licensee fron:t gaining operations less the total
of all C(lSh paid out as winnings to patrons including a provision for
uncollectible gaming receivables as is further set forth in the Riverboat
Gambling Act, The IGC may, from time to time, impose other fees and assessments
on riverboat otmer's licensees, In addition, all use, excise a.nd retail taxes
apply to sales aboard riverboats.

In addition to the Indiana tax requirements, a similar tax on adjusted


gross receipts is irriposed by the City at a rate of 4%.

Restricted Cont~acts. Under proposed IGC rules, no riverboat owner's


licensee or riverboat: license applicant may enter into or perform any contract
or transaction in which it transfers or receives consideration which is not
commercially reasonable or which does not reflect the fair market value of the
goods or services rendered or received as determined at the time the contract is
executed. Any contract entered into by a riverboat licensee or riverboat license
o.pplicant that exceeds the total dollar amount of $50,000 shall be a written
contract. A riverboat license applicant means an applicant for a riverboat
owner's license that has been issued a certificate of suitability.

33

Pursuant to IGC proposed rules, riverboat licensees and riverboat


license applicants roust submit an internal control procedure regarding
purchasing transactions \.;hich must contain provisions regarding ethical
standards, compliance with state and federal laws, and prohibitions on the
acceptance of gifts and gratuities by purchasing and contracting personnel from
suppliers of goods or services. The proposed rules also require any riverboat
licensee or applicant to submit any contract, transaction, or series of
transactions greater than $500,000 in any 12-month period to the IGC within 10
days of the execution, and to submit a summary of all contracts or transactions
greater than $50,000 in any 12-month period on a quarterly basis. The proposed
rules provide that contracts submitted to the lGC are not submitted for approval
by the IGC, but grant the IGC authority to cancel or terminate a:ly contract not
in compliance with IndianA law and the IGC rules.

F'.inance. Pursuant to IGC rules, any per.son (other than an institutional


investor) acquiring 5% or rr.ore of any class of voting securities of a public.ly
traded corpo::::\:1tion that 01.-Jns a rive:r:boat owner· s license or 5% or more of the
beneficial interest in a riverboat licensee, directly or i~directly, through any
class of the voting securities of any holdi~g or intermediary company of a

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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.

Under IGC rules, an institutional inve$tOr who would otherwise be


subject to a suitability finding shall, within 45 days after acquiring the
interests, submit the follov:ing information~ a description of the institutional
investor's business and a statc:mcnt as to why the institutional investor
satisfies the definitional requirements of an institutional investor under
Indiana gaming rule requirements; a certification made under outh that the
voting securities were acquired and are held for investment purposes only and
were acquired and are held in the ordinary course of business as an
institutional investor; the name, address, telephone number, soci.al sect.1ri ty
number or federal tax identification number of each person who has the power to
direct or control the institutional investor's exercise of its voting rights as
a holder of voting securities of the riverboat licensee; the name of each person
who beneficially owns 5% or more of the institutional investor's voting
securities or equivalent; a list of the institutional investor's affiliates; a
list of all securities of the riverboat licensee that are or we1·e beneficially
owned by the institutional investor or its affiliates within the preceding one
year; a disclosure of all criminal and regulatory sanctions imposed during the
preceding ten years; a copy of any filing made urlder 16 U.S.C. ss.18(a); and any
other additional information the IGC may request to insure compliance with
Indiana gaming laws.

Each institutional investor who, individually or in association with


others, acquires, directly or indirectly, the beneficial ownership of 15% or
more of any class of voting securities of a publicly-traded corporation that
O'WTlS a riverboat owner's license or 15% or more of the beneficial interest in a
riverboat licensee through any class of voting securities of any holding company
or. intermediary company of a riverboat licensee shall apply to the IGC for a
finding of suitability within 45 days after acquiring the securities.

The Certificate of Incorporation of THCR provides that THCR may redeem


any shares of T·HCR's capit:al stock held by any person or entity whose holding of
shares may cause the loss or nonreinstatement of a governmental license held by
THCR. As defined in THCR's Certificate of Incorporation, such redemption shall
be at the lesser of the market price of the stock or the price at.. which the
stock was purchased.

Under IGC rules, an institutional investor means any of the following:


a retirc:ncn:: fund administered by a public agency for the exclusive benefit of
federal, state, or local public employees; an investment company registered
under the Investment Con«pany Act of 1940; a collective investment trust
organized by banks under Part 9 of the Rules of the Comptroller of the Currency;
a closed end investment trust; a chartered or licensed life insurance company or
property and casualty insurance company; a banking, chartered or licens~d
lending instit'J.t:ion; an investment adviser registered under the Investrr.ent.
Advisers Act of 1940; and any other entity the IGC determines conscitutes an
institutional investor. ·rhe IQC may in the future p:!:omulgate regulations with

34

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respect to the qualification of other financial backers, mortgagees, bond


holders, holders of indentures, or other financial contributors.

Minority and Women Business Participation. Indiana gaming laws provide


that the oppo:::·tuni t::t for ·full minority and women's business enterprise
participation in the rive~boat industry in Indiana is essential to social and
economic parity for minority and women business persons. The IGC has the power
to re-view compliance with the goals of participation by minority and women
business persons and impose appropriate conditions on licensees to insure that
goals for such business enterprises are met.

Under Indiana gaming laws, a riverboat licensee or a riverboat license


applicant shall designate certain minimum percentages of the value of its
contracts for goods and services to be expended with minority business
enterprises and women's business enterprises such that 10% of the dollar value
of the riverboat licensee's or the riverboat license applicant's contracts be
expended with minority business enterprises and 5% of the dollar value of the
riverboat licensee's or the riverboat license applicant's contracts be expended
'With women's business enterprises. Expenditures with minority and women's
business enterprises are not mutually exclusive,

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.

CLEAN WATER REGULATIONS

Operation of the Indiana Riverboat must be in compliance with state and


federal clean water requirements, including the Federal Water Pollution Control
Act and the Oil Pollution Act of 1990 ("OPA"). OPA establishes an extensive
regulatory and liability regime for the protection and cleanup of the
environment from oil spills and affects all owners and operators whose vessels
operate in United States waters, which include the Great Lakes. OPA requires
vessel owners and operators to establish and maintain with the U.S. Coast Guard
evidence of financial responsibility sufficient to meet their potential
liabilities under OPA. U.S. Coast Guard regulations also implement the financial
responsibility requirements of the Comprehensive Environmental Response,
Co~pensation and Liability Act by requiring evidence of financial responsibility
in an amount of $300 per gross ton, in addition to any required under OPA. THCR
and Trump Indiana have obtained insurance coverage and a Certificate of
Financial Responsibility as required by OPA. However, in the case of a
catastrophic spill or a spill in a sensitive environment, there can be no
assurance that such occu:crence would not result in liability in excess of the
insurance coverage.

O'l'HER LAWS AND REGULA'l'IONS

The United States Department of the Treasury (the "Treasu:::-y") has


adopted regulations P».trsuant to which a casino is required to file a report of
each deposit, w_:thdrawal, exchange of curre:-icy, gambling tokens or chips, or
other payments or transfers by, through or to such casino which involves a

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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

nonresident aliens, unless the Secretary of the Treasury determines by


regulation that such collections have become administratively feasible.

From 1992 through 1995, the Service conducted an audit of Currency


'i'ransaction Reports filed by Taj Associates for the period from April 2, 1990
through December 31, 1991. The Treasury has received a report detailing the
audit as well as the response of Taj Associates. As a result of Taj Associates'
audit, the Treasury notified Taj Associates that it failed to timely file
Currency Transaction Reports in connection with certain currency transactions.
In December 1997, Taj Associates paid a fine of $477,000 in connection with 106
of these violations,

Plaza Associates and Taj Associates, together with Castle Associates


and •rrtunp Indiana, have adopted the following internal control procedures to
increase compliance with these Treasury regulations: (i) computer exception
reporting; (iiJ establishment of a committee to review currency Transaction
Report transactions and reporting which consists of executives from the Casino
Operations, Marketing .;ind Administration Departments; (iii l intern.;\! a1.idi t
testing of compliance with the Treasury regulations; (iv) training for all new
and existing employees in compliance •...iith the Treasury regulations; and (v) a
self-disciplinary progra1n for employee violations of the polioy.

The Indiana Riverboat site is located near or adjacent to and may


include protected ·wetlands which may subject THCR to obligations or liabilities
in connection with wetlands mitigation or protection.

THCR is subject to other federal. state and local regulations and, on a


periodic basis, must obtain various licenses and permits, including those
required to sell alcoholic beverages in the State of New Jersey as well as in
other jurisdictions, Management believes all required licenses and permits
necessary to conduct the business of THCR has bee11 obtained for operations in
New Jersey and lndiana.

THCR exp~cts to be subject to similar rigorous regulatory standards in


each other jurisdiction in which it seeks to conduct gaming operations. There
can be no assurance that regulations adopted, per.mi ts requir,oid or. taxes imposed
by other jurisdictions will permit profitable operations by THCR in those
jurisdictions.

In addition, ~he Federal Merchant Marine ~ct cf 1936 and the Federal

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Shipping A~t of 1916 and the applicable regulations thereunder contain


provisions designed ta prevent persons who are not citizens of t~e United
States, as defined therein, from beneficially owning more than 25% of the
capital stock of any entity operating a vessel on the Great Lakes.

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

Plaza Casino Parcel. Trump Plaza's main tower is located on The


Boardwalk in Atlantic City, New Jersey, next to the Atlantic City Convention
center. It occupies the entire city block (approximately 2.38 acres) bounded by
The Boardwalk, Mississippi Avenue, Pacific Avenue and Columbia Place (the "Plaza
Casino Parcel" J •

'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

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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.

T"ump Plaza East, In connection with the Taj Acquisition, Plaza


Associates exercised its option to purchase certain of the fee cind leasehold
interests comprisir:g Trun1p Plaza Ea.st for a purchase price ::if $2B.O million.
D>Jring the year ended December 31, 1996, Plaza Associates incurred approximately
$1.1 nillion in expenses associated with its lease of Trump Plaza East. Plaza
Associates currently leases a portion of the land which comprises Trurop Plaza
East from an unrelated third party.

In September 1993, Trurip (as predecessor in interest to Plaza


Associates under the lease for '£'ru:mp Plaza East) entered into a sublease with
Time Warne:c {the "Time Warner sublease") pursuant to 1vhich Time Warner subleased
the cnt1re first floor of retail space for a new Warner Brothers Studio Store
which opened in July 1994. Time Warner renovated the premises in connection with
the opening of the Warner Brothers Studio Store, The lease term is for ten years
and gives Time '1darner the option to renew for two additional 5-year terms. Time
Wa:rnet is :::·equi.red to pay percentage rent monthly in an amount equal to {i) 7, 5%
of gross annual sales up to $15.0 million and (ii) 10% of gross annual sales in
excess of $15 million. The terms of the Time warner Subleas<? give Time W1.tr.ner
the right to terminate the sublease it (i) gross annual sales are less than $5.0
million fo~~ year two or less than $5.0 1nillion as adjusted by CPI foi: years
three through nine; and (ii) Trump Plaza ceases to operate as a first class
hotel.

T::-urop World's Fair. Pursuant to the option to purchase Trump World's


Fair, on June 12. 1995, using proceeds from the June 1995 Offerings, Plaza
Associ~tes acquired title to 'rrump t'lorld's Fair. Further, pu.rstiant to an
easement agreement with the NJSEA, Plaza Associates has an exclusive easement
over, in and throug~ the portions of the original Atlantic City Convention
Center used as the pedwstrian walkway conneccing Trump Plaza's main tower and
Trump World's Fair. The easement is for a 25-year term and ~ay be renewed at the
optic~ of Plaza Associates for one additional 25-year period, In consideration
of the granting of the easement, Plaza Associates must pay to NJSEA the sum of
$2.0 million annually, such annual payment to be adjusted every five years to
reflect changes in the consumer price index. Plaza Associate$ has the right to
r.ermi nate the easement agreemen'.: at any time upon six months' notice to N·JSEA in
consideration of a terl'l'.ination pa:yment of $1,000,000. See "Business--Gaming and
Other Laws and Regulations--New Jersey Gaming Regulation.s--_:..pproved Hotel
Facilities."

Parking Parcels. Plaza Associates owns a parcel of land (the "Plaza


Garage E'arceln) located across the street from the Plaza casino Parcel and along
Pacific Avenue in a portion of the block bound by Pacific Avenue,

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

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well as to the general public,

Plaza Associates leases, pursuant to the PHMC Lease, a parcel of land


located on the northwest corner of the intersection of Mississippi and Pacific
Avenues consisting of approximately 11,800 squar.e feet ("Additional Parcel lRJ
and own$ another parcel on :-tississippi Avenue adjacent to Additional Parcel 1
consisting of approximately 5,750 5quace feet.

Plaza Associates also owns five parcels of land, aggregating


approximately 43,300 square feet, and sLtbleases one parcel consisting of
approximately 3,125 square feet. All of such parcels are contiguous (3.nd are
located along Atlantic Avenue, in the .satne block as the Plaza Garage Parcel.
They are used for signage and surface parking and are not encumbered by any
mortgage liens other than that of the Plaza Mortgages.

Warehouse Parcel. Plaza Associates owns a warehous8 an<l office facility


located in Egg Harbor Township, New Jersey. containing appr·::iximately 64, 000
square feet of space (the "E::gg Ha:r;box Parcel") The Egg Harbor Parcel is
encumbered by a first mort9age having an outstanding principal balance, as of
December 31, 1998, of approximately $1. 3 1nillion and is encwnbered by the 'Plei.za
Mortgages. This facility is currently being utilized by TCS.

Superior Mortgages. The liens securing the indebtedness on the Plaza


Garage Parcel, the Egg Harbor P<:u:ccl and liens securing indebted:iess on cert.ain
parking facilities arc each senior to the liens of the Plaza Mortgages. The
principal amount currently secured by such mortgages is, in the aggregate,
approximately $3.2 million.

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.

Taj Ento,::r::tai.n.ment Complex. ln connection with the 'l'aj Acquisition, Taj


Associates purchased the Taj Entertairir:i.ent Complex from Realty Corp. The Taj
Entr.z:r:tairunent Complex is a 20.000-oquare-foot multipurpose entertaimnent complex
known as the Xanadu Theater with seating capacity for approximately 1,200
people, which can be used as a theater, concert hall, boxing arena or exhibition
hall.

Steel Pier. In connection with the Taj Acquisition, Taj Associates


purchased the approximately 3.6 acre pier and related property located across
The Board\'i'alk from the Tttj Mahal (the "Steel Pier") from Realty Corp. Taj
Associates initially proposed a concept to improve the Steel l?ier, the estimated
cost of which improvements was $30 million. Such concept was approved by the New
Jersey Depa:.-tment of Environment Protection ( "NJDEP" l , tI'.e agency which
administers the Coas;:;al Area Faci.:.1ties Review Act ( "CAFRA"). A conditio:i
imposed on Taj Associotes' CAFRA per:r,lt initially required that Taj Associates

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begin construction of certain improvements on the Steel Pier by October 1992,


which improvements were to be compJer:ed within 18 months of commencement, In
March 1993, Taj Associates obtained a modification of its CAFRA permit providing
for the extensions of the required commence1nent and completion dutes of the
improvements to the Steel Pier for one year

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.

Office and Narehouse Space. •raj Associates owns an office building


located on South Pennsylvania Avenue adjacent to the Taj Mahal. In addition, Taj
Associates, in April 1991, purchased for approximately $1.7 million certain
facilities of Castle Associates which are presently leased to conuuercial tenants
and used for office space and vehicle maintenance ta.cilities. In connection with
the Taj Acquisition, Taj Associates purchased from Realty Corp. a warehouse
complex of approximately 34,500 square feet. ~·his warehouse complex is expected
to be sold t.o the CRDA as part of the location of a new neighborhood housing
development to be completed as part of the redevelopment of the road corridors
and adjoining neighborhoods to the Taj Mahal.

Taj Associates has entered into a lease with Trump-Equitable Company


for the lease of office space in Trump Tower in New York City, which Taj
Associates uses as a marketing office. The monthly payments under tho lease had
been $1,000, and the premises were leasQd at such rent for four months in 1992,
the full twelve mo~ths in 1993 and 1994 and eight months in 1995. On September
1, 1995, the lease was rene•.-Jed for a term of five years with an option for Taj
Associates to cancel the lease on September 1 of each year, upon six months'
notice and payment of six months' rent. Under the renewed lease, the monthly
payments are $2.285,

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.

The~ed Restaurants and Retail Shopping. Hard Rock Cafe International


{N .J.), Inc. ("Hard Rock") has entered into a fifteen-year lease (the "Hard Rock
Cafe Lease") with TaJ Associates for the lease of space at the Taj Mahal for a
Hard Rock Cafe. The basic rent under the Hard Rock Cafe Lease 1.s $750,000 per
year, paid in equal monthly installments, for the first 10 years of the lease
term, and will be $825,000 per year, paid in equal monthly installments, for the
remaining 5 years of the lease tenn. In addition, Hard Rock will pay percentage
rent in an amount equal to 10% of Hard Rock's annual gross sales in excess of
$10,000,000. Hard Rock has the right to terminate the Hard Rock Cafe Lease on
the tenth anniversary thereof and also has the option co ex~end the term of the
lease for an additional five-year period at an annual basic rent of $907,500
during such renewal term. The Hard Rock Cafe opened in November 1996.

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

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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.

The Taj Mahal is currently in the process of expanding the retail


shopping experience along the length of its parking garage promenade walkway
which immediately adjoins the Taj Mahal's main retail shopping area. The first
tenant, Starbucks, operated by Host International, Inc., opened in September
1996. Sbarro's, an Italian eatery, operated by Sbarra America Properties, lnc.,
opened in October 1998. Boardwalk Treats, Seka's Pastries and a Harley Davidson
retail merchandise outlet are expected to open in the early spring of 1999. A
Sunglass Hut, operated by Sunglass Hut International, opened in August 1998 in
another location also adjoining the Taj Mahal's main retail shopping area.

TRUMP MARINA

'!'he Casino Parcel. Trurr.p Marina is located in the Marina District on an


approximately 14. 7 acre triangular-shaped parcel of land, ;•;hi ch is owned by
Castle Associates in fee, located at the intersection of Huron Avenue and
Brigantine Boulevard directly across from the marina, approximately two miles
from The Boardwalk.

Trump Marina has approximately 75,900 square-feet of gaming space which


accorru:riodates: 92 table games, 2, 167 slot rnachines and race sirnulcasting
facilities. In addition to the casino, Trump Marina consizts of a 27-story hotel
io."ith 728 guest rooms, including 153 suites, o: which 97 are "C:rystal ':'ower"
luxury sui.tes. 'Renovation of 210, 90 and 64 o5 the guest rooms wa.s completed in

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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.

Between 1994 and 1998, management replaced substantially all of its


slot machines with newer. more popul<J.r model$ and upgraded its computerized slot
tracking and slot marketing system. During 1997, the property was rethemed with
a i1autical emphasis and renamed the Trump Marina Hotel Casino. In 1994,
management completed a 3,000 square- foot expansion to its casino which enabled
Trump Marina to accommodate the addition of simulcast race track wagering and
expended in excess of $2 rnillion on renovations to its hotel facility. The
casino expansion also increased casino access and casino visibility for hotel
patrons. In 1993, Trump Marina completed the construction of a Las Vegas-style
ma~quee and reader board, the largest of its kind on the East Coast.

The Marina. Pursuant to an agreement with the New Jersey Division of


Parks and Forestry (the "l"(arina Agreement"), Castle Associates in 1987 began
operating and renovating the marina at Trump Marina, including docks cont~ining
approximately 645 slips. An elevated pedestrian walkway connecting Trump Marina
to a two-story building at the marina was corr,pleted in 19B9. Castle Associates
constructed the two- story building, which con~ains a 240-seat restaurant and
offices as well as a snack bar and a large nautical theme retail store. Pursuant
to the Marina Agreement and a certain lease between the State of New Jersey, as
landlord, and Castle Associates, as tenant, dated as of September l, 1990 (the
"Marina Lease"), Castle Associates commenced leasing the marina and the
improvements thereon for an initial term of twenty-five years. 'l'he lease is a
net lease pursuant to which Castle Associates, in addicion to the payment of
annual rent equal to the greater of (i) a certain percentage of gross revenues
of Castle Associates from operation of the marina during the lease year and (iil
minimum base rent of $300,000 annually (increasing every five years to $500,000
in 2011), is responsible tor all costs and expenses related to the premises,
including but not limited t.o, all maintenance and repair costs, insurance
pr~miums, real estate taxes, assessments and utility charges. Any improvements
made to the marina (which is o•Nned by the State of New Jersey) , excluding the
elevated pedestrian walkway, auto1natically become the property of the State of
New Jersey upon their completion.

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

See "Business--Tndiana Riverboat."

ITEM 3. LEGAL PROCEEDINGS.

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General. THCR and certain ot its employees have been involved in


various legal proceedings. such persons are vigorously defending the allegatiohS
against them and intend to contest vigorously any future proceedings. In
general, 'J'HCR has agreed t.o inde1nnify .such persons against any and all losses,
claims, damages, expenses (including reasonable costs, disbursements and counsel
feer,;) and liabi)ities {including arr.aunts paid or incurred in satisfaction of
settlements, judgments, fines and penalties) incurred by them in said legal
proceedings.

Plaza Associates. The Casino Reinvestment Development Authority


( ''CRDA"). as required, set aside funds for investment in hotel development
projects in Atlantic City undP.rtaken by casino licensees which result in the
construction or rehabilitation of at least 200 hotel rooms. These investments
are to fund up to 27% of the cost to casino licensees oi such projects. In June
1993, Plaza Associates made application for such funding to the CRDA with
respect to its proposed construction of the Trump Plaza East facilities,
de;r.olition of a certain structure adjacent thereto, development of an
appurtenan': public park. road1otay and parking area and acquisition of the entire
project site. The CRDA, in rulings through January 10, 1995, approved the hotel
developmen'.: project and, with respect to same and pursuant to a credit agreement
betv:een them, reserved to Plaza Associates the right ta take investment ta::<
credits up to approximately $14.2 million. Plaza Associates has, except for
three small parcels discussed below, acquired the site and constructed and
presently operates and maintains the proposed hotel tower, public park, roadway
and parking area.

As part of its appro•tal and on the basis of its powers of eminent


domain, the CRDA, during 1994, initiated certain condemnation proceedings in the
Superior Court of Net,; Jersey, Atlantic County, to acquire fi,ve small parcels of
land within the project site. Plaza Associates has 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 'Nith respect to the remaining three parcels, which if acquired,
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 11u°"re entered by the court on July 28. The righL of the CRDA to app~al
these judgments expired on September 11, 1998. The judgments were not appealed.

Additionally, with respect to the two parcels to be included in the


public park portion of the project, the CRDA, by a separate motion, sought an
order that Plaza Associates' application and credit agreement be deemed amended
to terminate the CRDA's obligation to acquire the two parcels and to enable the
CRDA to abandon the condemnation proceedings with respect to these two parcels.
This motion was opposed by Plaza Associates. By order dated April 1, 1998, the
Court denied the motion but granted the CRDA leave to amend its pleadings by a
filing within 14 days from date thereof formally asserting a claim for specific
performance of the aJleged agreeme'.'lt. The CRDA did not tile any such amended
pleading within this permitted time per~od.

Also, the defendants in two of the condemnation proceedings filed a


separate joint complaint in the New Jersey Superior Court alleging, among other
c:aims, that the CRDA and Plaza Associates 'i•iere wrongfully attempting to deprive
r.hem of. property rights in violation of their constitutional and civil rights.
Coking, et al. v. Casino Reinvestment Development Authority, et al., Docket No.
ATI,-L-2555 ··97. The CRDA' s motion for summary judgment on the complaint ctnd Plaza
Associates· motion to dismiss it for failarc to state a claim were granted by
the New Jersey Superior Court on October 24, 1997 and November 11, 1997.

Trump Indiana. Corrunencing in early 1994 'I'r-ulllP I:1diar:.a, throcgh its

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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

of Trump Indiana, representing a total of 7.5% of the value of Trump Indiana,


and (2) the creation and funding of a charitable foundation for the benefit of
residents of the Gary, Indiana area, Subsequent to those discussions, it was
determined to include T::;ump Indiana as a 1.;holly owned si)bSidiary of THCR
Holdings in connection with the June, 1995 offerings. The residents then
assorted a right to purchase st.ock in 'l'run\p Indiana equal to 7 .5% of the value
of Trump Indiana, and also asserted that Trump Indiana was required to
contribute an additional 7.5% of its value, represented by shares of its stock,
into the charitable foundation. Trump Indiana and 'rHCR did not agree with the
residents' assertions and so advised them. Such residents then caused a
con1plaint. Lo be Ciled in the United States District Court, Southern District of
Indiana, against Trump Indiana, THCR, THCR Holdings, and Donald J. Trump ("the
litigation"). Later, The Tru!'l\p Organization, Inc. was added as a defendant. The
claims sought (1) compensatory damages to the eight plaintiffs equal to 7.5% of
the value of Trwup Indiana, (2) funding of the charitable foundation in an
a.-nount equal to an additional 7.5% of the •1alue of Trump Indiana, (3) transfer
of Trump Indiana stock to the plaintiffs and to the charitable foundation, and
(4/ punitive damages in an unspecified a.mount. Monetary settlements later were
reached between all defendants and six of the plaintiffs. Thereafter, the
remaining two plaint.iffs voluntarily dismissed t.heir claims for the transfer of
ownership of stock in Trump Indiana, and proceeded in the litigation only with
their claims (or consequential and punitive monetary damages against the
defendants. In February, 1999, these two remaining plaintiffs voluntarily
dismissed all claims against. The Trump Organization, Tnc., and the court entered
summary judgment against the plaintiffs and in favor of THCR and THCR Holdings
an all claims in the litigation. The case was then tried in United States
District Court, Indianapolis. On March 3, 1999, the jury assessed consequential
damages against Trump Indiana for breach of contract in the total amount of One
Million Three Hundred Thirty-Four Thousand One Hundred Tv.•enty-Four Dollars
($1,334,124.00) and further determined that Trump Indiana had breached a
contract to create and fund a charitable foundation. The jury assessed no
consequential damages against Donald J. Trump peroonally. Punitive damages were
not awarded against either '!'rump Indiana or Donald J. TrlJmp. The United States
District court, sitting in equity, will determine whether, and to w~at extent,
'l'rurnp lndiana will be required to provide additional funding to the charitable
foundation, 'J'he cou:rt is aware, from evidenr::e presented during trial, that Trump
Indiana has already established and funded, prior to trial, a charitable
foundation for the benefit of residents of the Gary, Indiana, area ln accord
with Tru.1'.p Indiana's comrni tments to the Indiana Gaming Commission and pursuant
to the Development Agreement betwl'!"':n Trump Indiana and the City of Gary,
Indjana. The court is also aware, from evidence presented during trial, that the
foundation has fulfilled, and continues to fulfill, its charitable purposes in
Gary, Indiana. The court heard argument concerning- this matter on March 23,
1999. Tr\nnp Indiana int.ends to vigorously contest the claim by the plaintiffs
that additional funding of the charitable foundation is required. Management
believes that fu::cther resolution of this issue will not have a material adverse
affect on THCR.

Castle Acquisition. On August 14, 1996, certain stockholders of THCR


filed two deriv&tive actions in the Court of Chancery in Delaware (Civil Action
Nos. 15l48 and 15160) (the "Delaware cases"} against each of the members of the
Board of Directors of THCR, ?~CR, THCR Holdings, Castle Associates and TCI-II.

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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.

on October 16, 1996, a stockholder of THCR filed a derivative action in


the United States District court, southern District of New York (96 civ. 7820)
against each member of the Board of Directors of THCR, THCR, THCR Holdings,
Castle Associates, TCJ, TCI-II, TCHI and Salomon Brothers, Inc (~Salomon"). The
plaintiff claiMs that certain of the defendants breached their fiduciary duties
and engaged in ultra vires acts in connection with the Castlo Acquisition and
that Salomon was negligent in the issuance of its fairness opinion ·with respect
to the Castle Acquisition. The plaintiff also alleges violations of the federal
securities laws fo:r: alleged omissions and misrepresentations in THCR's proxies,
and that Trump, TCI-Il and TCHI breached the .acqv.isition agreement by supplying
THCR with untrue info:l'mation for inclusion in the proxy statemBnt delivered Lu
THCR's stockholders in connection with the Castle Acquisition. The plaintiff
seeks removal of the directors of THCR, and an injunction, rescission and
damages.

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

plaintiffs filed their Consolidated Amended Derivative Complaint (the "l"irst


Amended Complaint"), reflecting the consolidation. on or about March 24, 1997,
the plaintiffs filed their Second Consolidated Amended Derivative Corr.plaint (the
"Second Amended Complaint''). In addition to the allegations made in the First
Amended Complaint, the Second Amend~d Complaint claims that certain of the
defendants breached their fiduciary duties and wasted corporate assets in
connection with a previously contemplated transaction with Colony Capital, Inc.
("Colony Capital"). The Second Amended Complaint also includes claims against
Colony Capital for aiding and nbetting certain of those violations. In addition
to the relief sought in the First Amended Complaint, the Second Ame~ded
Complaint sought to enjoin the previously contemplated transaction with Colony
Capital or, if it was effectuated, to rescind it. On ~arch 27, 1997, THCR and
Colony Capital mutually agreed to end negotiations with respect to such
transaction. On June 26, 1997, plaintiffs served their Third consolidated
A..'l'flended Derivative Complaint (the "Third Amended Complaint"), which omitted the
claims against Colony Capital. THCR and the other defendants in the action rnov-ed
to dismiss the Third Amended Complaint on August 5, 1997. The plaintiffs opposed
the defendants' motions to dismiss the Third Amended Complaint by response dated
October 24, 1997. The defendants' reply was served December 9, 1997.

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.

On June 26, 1997, THCR also filed an action, in lieu of prerogative


writs, agair.st the CRDA, in the Supe:rior Court of New Jersey, Lav; Division,
Atlantic County, seeking review of the CRDA's April 15, 1997 approval of funding
($120 million principal amount plus interest) for the road and tunnel project
discussed above, a declaratory judgment that the said project is not eligible
for such CRDA funding, and an injunction prohibiting the CR.DA from contributing
such funding to the soid project. Defendants moved to dismiss this action on
procedural grounds and also sought to transfer this action to New Jersey's
Appellate Division, On October 3, 1997, the New Jersey Superior Court.
transferred this action to the Appellate Division where it is currently pending.

On September 9, 1997, Mirage filed a corr.plaint against Trump, THCR and


Hilton Hotels Corporation, in the United States District Couxt for the Southern
District of New York. The complai~t seeks damages for alleged violations of
antitr".Jst laws, tortious interference with prospective economic advantage and
to~tious inducement of a breach of fiduciary duties arising out of activities
purportedly engaged in by defenda~ts in furtherance of an alleged conspiracy to
impede ~irage's efforts to build a casino resort in the Marina district of
Atlantic City, New Jersey.

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.

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Various other legal proceedings are now pending against THCR.


Management considers all such proceedings to b8 ordinary litigation incident to
the character of its business. Management believes that the resolution of these
claims will not, individually or in the aggregate, have a material adverse
effect on its financial condition or results of operations.

From time to time, Plaza Associates, Taj Associates, Castle Associates


and Trump Indiana may be involved in routine administrative proceedings
involving alleged violations of certain provisions of the Casino Control Act and
the Riverboat Gambling Act, as the case may be. However, management believes
that the final outcome of these proceedings will not, either individually or in
the aggregate, have a material adverse effect on THCR or on the ability of Plaza
Associates, Taj Associates. Castle Associates or Trump Indiana to otheno;ise
retain or renew any casino or other licenses required under the Casino Control
Act or the Indiana Riverboat Act, as the case may be, for the operation of Trump
Plaza, the Taj Mahal. Trump Marina and the Indiana Riverboat, respectively.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters i1ere submitted by THCR to its security holders for a vote


during the four.th quarter of 1998.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER

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

First quarter. $/.9 1/4 $18 7/8

Second quarter. . ..... . $3 5 l / 2 $25 1/2

Third quarter., , ..... , , , .... , , , ...... , .. $28 3/4 $21 718

Fourth quarter ............... , .. , , , .. , , , $24 7/B $1.l 3/8

1997

First quarter .. $13 1/8 $ 8 3/1

Second quarter ... , ........ $12 1/4 $ 8 1/4

Third quarter. . . . .. . . ........ $12 15/16 $ 9 7/16

Fourth quarter .............. , .... , . $10 11116 $ 6 1/4

1998

First quarter .... . . . . . . . '. '............. $12 $ 6 3/4

Second quarter ... . .... " ........ ". $ 9 7/16 $ 7 1/16

Third quarter .... . ....... $ 8 7/16 $ 2 3/4

Pour th quartAr . . . .....


" . .. "" ...... $ 6 1/8 $ 2 3/4

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44

1999 HIGH LOW

First Quarter (through March 24, 1999) .. $ 6 $ 3 7/8

As of March 24, 1999 there were approximately 801 holders of record of


THCR Corrmon Stock.

T~ump is the sole beneficial ovmcr of all 1,000 outstanding shares of


THCR's Class B Common Stock, par value $.01 per share (the "THCR Class B Common
Stock~). No established trading market exists for the THCR Class B Common Stock
and Trump has been the beneficial owner of all THCR Class B Common Stock since
its issuance. The THCR Class B Common Stack has no right to receive any dividend
or other distribution (other than certain distributions upon liquidation) with
respect to the equity of THCR.

THCR has never paid a dividend on the 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.

The THCR Board of Directors has authorized the repurchase by THCR


Holdings of up to 2,500,000 shares of THCR's Cormnon Stock, from time to time in
the open market or privately negotiated transactions. The repurchase program was
effective until the GJnd of 1999. As of December 31, 1998, THCR Holdings has
r~purchased 2,011,500 shares of THCR Common Stock. THCR Holdings may reinstitute
a buyback program for 1999.

THCR Holdings. THCR Holdings is a limited partnership of which THCR is


currently a 59.87743% general Partner. Trunp is currently a 27,06458% limited
partnor. THCR/LP is curre:i.tly a 3.55096% lim1ted partner. TCT is currently a
3.69695% limited partner and TCI-II is cu~re~tly a 5.81009% limited partner.

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.

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45

ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth certain historical consolidated


financial ir-formation of Trump AC and Plaza Associates (predecessors of THCR)
for the year ended December 31, 1994 and for the period January 1, 1995 through
Jur1e 12, 1995 and certain historical consolidated financial information of THCR
for the period from inceptie>n (June 12, 1995) through Decembe.r 31, 1995 1see
Note 1 below) and for the years ended December 31, 1996, 1997 and 1998 (see Note
2 below) All financial ir1forn1atlo:n should be read in conjunction with
"Manaqement's Discussion and Analysis of Financial Condition and Results of
Operations of THCR," and the consolidated and condensed financial statemenr.s and
th€ related notes thereto included elsewhere in this Form 10-K.

All financ~al information should be read in conjunction with


"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the consolidated and condensed financial statements and the
related notes thereto included elsewhere in this Form 10-K.

­
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

STATEMENT OF OPEl!ATIONB Dr.TAI


auvonuoiu
Oui.:l.u11 ....... ,.,.,.,,.
<:>tM.- ••••••••·•·•·•••
$2$1,4Gl
6ti, 8ti9
$12~,•ti~
29,5:Zl
~ijl,••l
~os,ai~ ' 1,~aO,lt~
2~a.~~~
...........
' 1, 207 ,92S
~8~,271

Ore•" .-.venu•I •••••. ~2a,~lo 1S2,l8~ 1,089.~70 1,579,195 1,573,202


169,5S1
li'.,«111:>tio:>nl •llow•="• l~.257 l,,54Q l~i,1l6
·--········
17~,~aa
...........
... ~-······
295,063 137, 84B 96~.9•4
··--------­ ........... ...........

1.399,)?~ 1, •03, 621

C:osi:s and axpen"""'


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9, •e3
Ol:b&r , , ,, , , , , , , , ,, ,, , , , •••
r;.,,..,.,,.1 """" ..&uJ.n:lM,rativn •••.
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l~.4t3 58,971
192,0~2
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i11, l l ~
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----------- ----------- -----------
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ln~oroat mqion11.<1, not . , .•.•••. \48,219) (22,1131 [13~,530) (~Q5.PPal Ul~,5071

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~lil ~- WI.TA (AT R!fl) W :VlmtOU)'


c0;11l1 and c&Bh equlvalllll.t& $ l1,lA4 $ ia,us 1~.1oa 17!i,149 140.~29 ll4,757
Pr®•«Y •"" llQ\lipo.1111t, t111t •• ~9~.3~4 30l,ll6 401,~31 ~.oo~.2s1 a,oo•,1G1 l,,,7,~0?

'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
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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

Offering, Trump contributed his 100% beneficial interest in Plaza


Funding, Trump AC and Plaza Associates to THCR Holdings for an
approximate 40% limited partnership interest in THCR Holdings. In
addition, Trump contributed to 'l'HCR Holdings all of his existing
interests and rights to new gaining activities in both emerging and
established gamir1g jurisdictions, including Truinp Indiana. The
financial data as of December 31, 1995 a:-i.d for the period ended
Decer:i.ber 31, 1995 reflect the operations of THCR from inception {June
12, 1995) to December 31, 1995.

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.

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(:?) The extraordinary loss of $9,250,000 for the period from


January l, 1995 through June 12, 1995 relates
the to
redemption of the Plaza PIK Notes and Plaza PIK Note Warrants
and the write off of related unarnor·tized deferred financing
costs. ·rhe extraordinary loss for the :'/ear ended December 31,
1996 of $59 .1 million relates to the i:edemption of the Plaza
Notes and the Plaza PIK Note Warrants i;'lnd the write-off of
unamortized deferred financlng coats of $1.6 million for
redemption of $10.0 ~illion of Senior Notes.

(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.

ITEM 7. MANAGEM3NT' S DISCUSSION Al'JD AN"ALYSIS OF FINANCIAL CONDITION


Rttt\lt!l to N~V>!fl~l~nal rahle of Con"Pn~~

ANJ RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operating activities are THCR's principal source of


li.qtiidity and increased fr.om $1.l million in 1997 to $28.5 million in 1998. THCR
expects to have sufflcient liquidity to 1neet its obligations over the next
operating period. Any excess cash flow achieved from operations during peak
periods is utilized to subsidize non-peak periods where necessary.

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.

In addition, the ability of (i) Plaza Associates and Taj Associates


(through Trump ACl and (iil Castle Associates to make payments of dividends or
di$tributions to 'l'HCR Holdings may be restricted by the CCC. S:imi.1.ar.ly, the
ability of Trump Indiana to make payments of dividends or dis'::ributions to 'THCR
Holdings may be restricted by t:ie India:ia Gaming Comrnission.

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

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purchase from Seashore Four Associates, an entity beneficially owned by Donald


J. Trump, one of the parcels of land underlying Trump Plaza's main tower.,
pursuant to the terms o= a lease, the payments under which were terminated upon
the exerci3c of such option. The purchase price and associated closing costs
were $10.1 :r,illion.

Capital expenditures attributable to the Taj Mahal were $40.8 million


and $8.5 million for the years ended December 31, 1997 and 1993, respectively.
Capital ex?enditures for inprovements to existing facilities were approximately
$7.6 million and $8.5 million for the years ended December 31, 1997 and 1998,
respectively. Capital expe~ditures attributable to the expansion of the facility
v1rere approximately $33.2 million for the year ended December 31, 1997.

T~e Taj Mahal Expansion consisted of the construction of a new 14-bay


bus terminal which was completed in December 1996, a 2,400 space expansion of
the existing self parking facilities, which was completed in May 1997, and an
approximate 7,000 square food casino expansion with 260 slot machines which was
co~pleted in July 1997. The total costs of the Taj Mahal Expansion including
amounts expended in 1996 and 1997 were approximately $43.5 million and have been
funded principally out of cash from operations.

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.

Capital expenditures attributable to Trurr.p Indiana were $5. 9 million


and $ll\.5 million for the years ending December 31. 1991 and 1998, respectiv·ely.
Approximately $15.0 million costs of hotel construction and other infrastructure
improvemen:s will be applied towards satisfying the economic development
commitment required in connection with the Indiana licensing process. THCR is
currently negotiating with Majestic Star Casino, L. L.C. ("Barden"), the other
riverboat licensee and joint owner with Trwnp Indiana of Buffington Harbor
Riverbo<:lts, L.L.C. ( "BHR") for the development of a 1, 500 space parking garage
by BHR which would cost approximately $15 million.

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.

The New Castle Senior Notes have an outstanding principal amount of


$62,000,000 and bear interest at the rate of 10 114% per annum, payable
semi-annually each April and October. The New Castle Senior Notes mature on
April 30, 2003.

48

The Working Capital Loan has an outstandinq princi'.)al amount of


$5,000,000 and bears interest at the rate of 10 1/4% per an~um, payable

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semi-annually each April and October, The entire principal balance of the
working Capital Loan natures on April 30, 2003.

Castle Associates has the authority to obtain a working capital


facility of up to $10,000,000 {of which approximately $5,440,000 is outstanding)
although there can be no assurance that such financing will be available or on
terms acceptable to Castle Associates.

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.

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This Year 2000 disclosure constitutes Year 2000 readiness disclosure


within the meaning of the Year 2000 Information and Readiness Disclosure Act.

IMPACT OF NEW ACCOUNTING STANDARDS

THCR has assessed the iMpact of neir11y issued accounting standards


expected to go into effect during

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

There was no significant impact on operations as a result of inflation


during 1996, 1997 or 1998.

50

The following tables include selected data of Plaza Associates, Taj


Associates (since date of acquisition), Trump Indiana (since the opening of the
Indiana Riverboat) and Castle Associates (since its date of acquisition), for
the years ended De<::ember 31, 1996, 1997 and 1998, respectively.

1,,. 1!96
,,_1996
,,_
1Jt6 1!!96 19~~

·~~ '~ ~
"~
,~.

AS~OCl'.ATEll Ml&OClA'.ri:S COllSOJ.UlA'tWll


,.,
Jm:>IJllllA -m• ""
C(»ISOJ.lDATlill"

---------- '"'
---------- -------------
(IN M!Lt.lQ)IS)
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$ 36$,9
10~.' ' ao.1
"'
' 50.5
11.S ' 8$3 ••
10~ .~

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

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11-111.111 ........ , ... ,..,. 223.9 1JO .0 SG .8 33.7 ~JU,(

......
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other. .. . . . . . . . . . . . . . . . . . . . . . . . . . . 2e ·'
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LOaa in Joint ventur<o ················••·••••· • 0 .9) (O.ll)


r.ttrM1~Lnnry t.ooo (~0.?)

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llllt Ln"e., ••• ,.,, " , , , , , , " , , , . , , " . , ... ,, •••• (~$,1)

51

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~·········
1997
'M
Jt.8800tJt.TI:$
-----~M•••
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$~18,,
123.2 ' 819. l
~31.2
$12~.7
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6i.i
$1,250.2
29~-~

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i... ... , .l'r"'"1>ti<>=l llllOWIUW'i>·
~'·'
73.7 13&.1
'·' il.1 l79.e

Net Rllvenu..... .... ..... ... 41,,] 5~7. ~ ~&2.2 132.i. 26&.7 1,J99.i

costs ~ ~ .......... ,
... -· ...
aounina ... ...................... ... '
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(42 .1)

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52

19~6 19~8 199$


TJIUIG' ~
Tl!OMP TM
•Slll.lCJM'l:(I, C(.»«101-lllAICllll ~·
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............ $374.5
101.5
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53

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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
"' " "

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ll1-ot Ravamiea .......•..•••••••• , •••


slot ll~ndle.
26t. a
l,1?~.9
• 206.2
$~,510-1
-.11.0
s. 690 .l
S8 · '
, , , .ti
l5-~
'8?.U
., ,,..
565. D

1,~~7.7

Slot Witt """""lltll.ati., •••••••.• , .••.


ll'lllOl>M." of slot MAohinen •••••.••.••.
e.
3' 629
J" 8-2"
3. 799
$.)..
1,42e
6 .3'1;
1,492 2,l~9
8.0%
11,259
1s.2 15,2
othllr tJ-1ntr """"'"'"'~· · • · • • • • •• • • • •
T!'.ltll.1 Ohllling P."\>lllt\1.. ~ •••• • • • • •• • • • • '"
35A.'
15-2
383.3 752.2 '"
~0.7 "'
so. s anl.4

1t97
'M
111~7 1.997
,,_1~'' ,,_
1~~7 1,97
no•
"~
ASSOCIATES
.......... ..........
ASBOc:IATES """"'
CONSIJLIPATKil
............ '~-
_,~
COll'ilOLillATE:D

Tab1fl GUiii 11..ve1111ea ••••••••••


J:ll<:r tll>locrl ovto:t p:ri= µe.,io4.
$ ~~ · '

' p.1) '' .t ~o~.

•~.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
Q,1!)1;11.
•• lJt

"'
fQ,J,.)ptB,
,,l!l'
m
0.4pt•.
l,tJO
(62)
O.?vt1,
l,l!I$
(1,1)
Q.QQt-1­

,..
\1,3•7

OthG.- Gaming Rovonu•n •.••••


"' lt.3 18.3
.,,
'" '"
lll":< {P,,Ci;) 9V<l>O P>Oit;>i; PBi;~od.
"" "
Sl8.4
$3.l

~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

~Y!I& ttj~ 1~9fi 19~8 l?~a 19~1l

·~
JUl!l0Ci.-.'l'll6
~~----M•••
•M
ll.fHl()CJ.-.TR9
1110XP AC
CONOOLIDA'l'llD 'w~
=~

-~

COllmO~ItlNrED
••••••••••w•

'!lo.bl.<> llama .. . .. ' ' .. , .. ' ..


ll..VB"'1f>S •. 10).t
'·.
$199.6
•' ,.,
:i.01.0
"
72.9 l08.2

"'".. ,"
'='o.....Ill""")
'l'llhl"
'"'"" pd.ox: voxtod.,.,
D""'P···· .... ............. ~tl.C • c•.1l
$l.20d.~ it. 817 .•
(3.2)
·~2. 6
(~.o
l,~11.~

'=' {tlBQi;) QYQO Pri<'1' PQl'io4­


Table w1.. P•wwit•t'·
Xncr (1>9.,r) QV&r prior period.
(11.l)
l~.~ ..
l,ip~~-
$ (7'. l)
l6. ~ ..
o.,pt8.
• (85. '!!
1G·'"
0.ttitA.
15,n"
(1.3)tit'.~.
!15. t)
16 .l'li
O.Dtit•·
\127. 7j)
lli-2"<
6pt1'.
C>f Til:>lO G-~····
ll\Ull)tt

'M' lU<let') <1v.,,. p,.ior puri<><!..


'"
HO
"''" "''" ""' "' (16)"'
.......... ,.,,,,.
•'
372,l ~2~5. 5111.l
11101: R""Un'1U8.,,

'=' 0:1.,~r) ovor vrioi; "":r:iod •.


lllct l!a.udlfl., .,,,, ' ' ' ••••.••••.••.
( $~-~)
Sl,l66.8 '
~3,62].7
0
(~.4) (1.61
ft,9,0.S
10l-5
12.1
$1,6]0.~ $~,321
"'' ' tS1. l
11. 3
$10,YtJ.~

t=•
Slot li'i.u
(Dll~•) PY<ll< 11.rio.r 110.r.iod.

°""'" t>:ti<>:r ""riod..•• , •


1'<1nwnt$'J<>· " " " " ' "
• (lt. 3)
~.1% ' a.1..
10. Q
• 2S. 7
•. l'I ' iG,.1
Gd" ' SI-~

··~
• ~~o.
7.8'<
3

tn«:< (!kier)
" el)gt•­
4)pt•. 2Jpt•.
-.o.-oi ~1ot »oo~l>in<i•.
(Plier) <WUI:' pd,<:>r Dfl~it>(I ••
" Ol1>t.I,
•• l-41
(~,l)'1tB.

' · 1Jl ,21~ " 1, 152 " l)pt.•.


2,167
(~1)
" 11,794
rn3,
" '" "
:tu~r (79)

,., ,.,
Oth<lx GMl.11>11
'~'
llf>V~l>U!U
(D<><'r) <Wtx pxlot l)fli"iod •• "'
"" '' '·'
~0.1
io ·'
'·' ,,.
'" ~ 0.1)
22.•

'tOtal oudng fl8YO>:IU•9.


tne.­ (J)eex) <>Y<IX i;>ri<>~ p<>.-tod •••• ,..
)14 .5 $$lLO
• (I .il
~ae.s
(0. 61 ..,
111 .a a«i. e
'·'
1,287.g
,.,

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RESULTS OF OPERATIONS F'OR 'rHE ¥EARS ENDED DECEMBER 31, 1996 AND 1997

I~ general, virtually all categories of revenue and expense are higher


in 1997 compared to 1996 as a result of having a :ull year of operating activity
as opposed to a partial year for the entities in 1996.

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.

Developments costs of $4.6 million, relating to Detroit, Niagara Falls


and other jurisdictions, were expensed in 1997.

55

Non-operating income decreased :in 1.997 prima-i:-ily due to non-recurring


income in 1996. Non-operating income in 1.996 included Taj Associates' one-time
$10 million and Plaza Associates' onetime $5 million non-refundable licensing
fees recul:ing from agreements with Atlantic Jersey Thermal Systems, Inc. to
operate tI'.eir heating and cooling facilit.ies for a period of 20 ye<'i:i:-s,

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

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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.

Insurance reserves were reduced by $2.8 million as the result of an


internal risk management review at Plaza Associates, Taj Associates and Castle
Associates. During 1998, self insurance reser·ves decreased due to an internally
focused aggressive policy •Nhere potential lawsuits are challenged immediately.
Additionally, a more aggressive 1itig<ltion policy was pursued to deter present
and future frivolous lawsuits. THCR also retained an outside consultant to
comprehensively revievv certain claims and to assist THCR in establishing the
est;:irnated revenues at December 31, 1998.

Development costs of $4.6 million, relating to Detroit, Niagara Falls


and other Jurisdictions, were expensed in 1997; there was no co~parablc expense
in 1998.
Interest expense increased due to the additional $100,000,000 of TAC II
Notes and TAC rrr Notes issued oc December 10, 1997 of whic~ $75,000,000 are TAC
II Notes issued by Trump AC together with Funding II and of which $25,000,000
are TAC III Notes insued by Trump AC together with Funding III.

MA:~KE r
1
ITEM 'JA. QUA.NTI'l'ATIVE A.ND QUALI'l'ATIVE DISCLOSURES A.800'1' RlSK.

Management has revie-,.;ed t:ie disclosure :r:equi,rementi:> !'.or Item 7A and,


based upon THCR, THCR Holdings and THCR Funding's current capital structure,
scope of operations and financial statement structure, management believes that
such dis{.;lo;.;ur1;-; it; noL w;:i..r;·.r;·e1ated .:tt this tiine. Since conditions may change,
TF.CR,

56

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TBCR Holdings and THCR Funding will periodically review its compliance with this
disclosure requirement to >.:he extent applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

An index to financial statements and required financial statement

schedules is set forth in Item 14.

ITEM 9. CHANGES IN A..~D DISAGREEMENTS WITH ACCOUNTlu~TS


~St,Yrn tQ l-1<1v>110.tfr~n<l.l T<1.l>l~ o~ Coni~n~~
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

57

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


Retorn to Na•,><1~ti<m~l T~ble of Conte~ts

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTRO~ PERSONS

MANAGEMENT OF THCR

The following table sets forth certain .i.nformation concerning each of


THCR's directors ~nd executive officers:

b:>Dal<!. J. 'l'rwl&I ............... . Chairman of tlH> DC11r'1 of Dir&i:tor~


Ni<:l>Ol11.n t.. lll.toJ.o •••••••••••••••...•.••.•••••••••••••• , " " , , , l'r•Ui'1<1nt, Cl\i"'f l'!><ocut111ll Offtcor and Direetor
l\Ob!irt H. Pi,,fl<WI,. , , •• , £>«iwtiTI> VJ.t,. F"'11u.1dont, Ckl1K1r11.1 tlCUtlllli'l ol><I
SBCtBt.O.:cy

J<>htl r • 9\lr>.;& ...... . E><"=ti"" Vic<0 Pr.,&!d<011t and Ccwor"t'" Tr8AM1lr8r


rs--.;>ci, :II. MeC11rtby, Jr .. tl>IOC\!t\"4 Vl~• 1'"6a!Mnt ot C0"1:10•,.ro l'inU>O" and
Chl•t rin.o.nei.o.L otr1~""

••• , 11:><~cmtt"o '11m• r""nl<10ne <>I G<><ffl-n~ ~""


11o~laeo:>ey ,-.~ra~rio

Wallace D. /tsldns Director


D1r~"tnr
~11ter M. 1tyon•••••••••• tlirootor

Donald;::. Trump--Trump, 52 years old, has been Chairman of the Board of


THC;:t and THCR Funding since their formation in 199::i. Trump was a '.:>0%
shareholder, Cb.airman of the Board of Directors, President and Treasurer of

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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.

Nicholas L. Ribis--Mr. Ribis, 54 years old, has been President, Chief


Executive Officer and a director of THCR and THCR Funding and Chief Executive
Officer of THCR Eoldings since their formation in 1995. Mr. Ribis has been the
Chief Executive Officer of Plaza Associates since February 1991, W<:'\S President
from April 1994 to February 1995, was a member of the Executive Committee of
Plaza Associates frorn April 1991 to

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.

Robert M. Pickus--Mr. Pickus, 44 years old, has been Executive Vice


President, General Counsel and Secretary of THCR since its formation in 1995. He
has also been the Executive Vice President of Corporate and Legal Affairs of
Plaza Associates since February 1995. From December 1993 to February 1995, Mr.
Pickus was the Senior Vice Presl,dent and General Counsel of Plaza Associates.
Mr. Pickus served as the Assistant Secretary of Trump AC Holding from April 1994
until February 1998. Since February 1998, Mr. Pickus has served as tha Secretary
of Tru.mp AC Holding. Mr. Pickus has been Secretary and a director of Trump AC
Funding since its formation in January 1996 and Secretary and a director o:E
Funding II and Funding III since their formation in November 1997. Mr. Pickus
has been the Executive Vice President and Secretary of Trump Indiana since its
inception. Mr. Pickus has been the Executive Vice President of Corporate and
Legal Affairs of Taj Associates since February 1995, and a Director of THCR
Holding Corp. and THCR/1P since November 1995. He was the Senior Vice President
and Secretary of C~stlc Funding from June 1988 to December 1993 and General
C01.tnsel of castle A::::sociates from June 1985 to December 1993. Mr. Pi.ckus has
served as '.:.he Secretary of Castle Funding since April 1998. Mr, Piekos served as
the Assistant Secretary ot TACC until Feb:i:-uc:try 1998. Since; Fcb;i:ui;t:i;-y 199B, Mx-.
Pickus has served as the Secretary of TACC. Mr. Pickus was also Secretary of
TCHI from October 1991 until December 1993. Mr. Pickus is a director of TCHI,
and has served as the Assistant Secretary of TCHI from February 1998 until April
1998. Since April 1998. Mr. Pickus has served as the Secreta:i.y of TCHI. Mr.
Pick.us has been the Executive Vice President of Corporate and Legal Affairs of
Castle Associates since February 1995, Secretary of Castle Associates since
February 1996 and a member of the BoaTd of Partner Representatives of Castle
Associates since October 1995. Mr. Pickus is currently the Secretary of THCR
Holding Corp., has been the Vice President, Secretary and Director of THCR
Enterprises since January 1997 and has been Executive Vice President of TCS
since its inception and it.s Pres.ldent since November 1998. He has been admitted
to practice law in the states of New York and New Jersey since 1980, dnd in the
Commonwealth of Pennsylvani.a since 1981.

Francis x. McCarthy, Jr.--Mr. McCarthy, 46 years old, has served as


Executive Vice President of Corporate Finance and Chief Financial Officer of
THCR, THCR Holdings and THC~ Funding since September 1998. Mr. McCarth)' has been
the Chief Financial Officer of Trump AC, Trump AC Funding, Funding II and
f'unding J.LJ. since September 1998. Mr. McCarthy has been the t;xecutive Vice
President of ?inance of TCS since

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.

John P. B1.1rke--Mr. Burke, 51 years old, served as the Senior Vice


President of Corporate Finance of THCR from January 1996 until June 1997. Mr.
Burke served as the Senior Vice President of THCR, THCR Holdings and THCR
Fundlng frou1 June 1997 to January 1999. Mr. Burke has served as Executive Vice
President of THCR, THCR Holdings and THCR Funding since January 1999. Mr. Burke
has been the Corporate Treasurer of THCR, THCR Holdings and THCR Funding since
their formation in 1995. He has also been Corporate Treasurer of Plaza
Associates and Taj Associates since October 1991. Mr. Burke has been the
Treasurer of Trump Indiana since its formation. Mr. Burke has been Treas~rer of
Trur.tp AC Funding since its formation in January 1996 and Treasurer of Funding II
and Funding III since their formation in November 1997. Mr. Burke has been
Tre~surer of TACC since F~bruary 1998. Mr. Burke was a Director of THCR/LP and
THC'R Holding Corp. from October J.991 to April 1996 and was Vice President of
THCR/LP until June 1995. Mr. Burke has served as the Assist.ant Treasure.r. of THCR
Holding Corp. and THCR/LP since February 1998. Mr. Burke has been the Corporate
Treasurer of Castle Associates sinr.e October 1991, the Vice President of Castle
As,sociat.es, Castle Funding, 'l'CJ-II and 'l'CHI since December 1993, Assistant
Treasurer of TCHI since April 1998, Treasu!·er of Castle Funding since April
1998, a roctilier of the Board of Partner Rep~esentatives of Castle Associates
since March 1997 and the Vice President-Finance of The Trump Organization since
September 1990. Mr. Burke was an Executive Vice President and Chief
Administrative Officer of Imperial Corporation of Ar:'\erica from April 1989
through September 1990. Mr. Eurke has been the Vice President and Treasurer of
THCR Enterprises since January 1997.

Joseph A. Fusca--Mr. Fusco, 54 years old, has been Executive Vic;e


President for Goverrunent Relations & Regulatory Affairs of THCR since June 1996
and of TCS since July 1996. From August 1985 to June 1996. he practiced law as a
partner in various J\tlantic City law fjrms specializ5ng in New .Jersey casino
regulatory, commer.c:ial ?Jnd administrative law matters, most recently from
January 1994 t.o June 1996 as a partner J.n the law firm a[ Sterns & Weinroth. Mr.
Fusco previously served as Atlantic County Prosecutor, a Gubernatorial
appointroent, from April 1981 to July 1985 and as Special Counsel for Licensing
for the CCC from the inception of that agency in September 1977 to March 1981.
He has been ad!nitted to practice law in the State of Ne\'I' Jersey since 1969,

Wallace B. Askins--Mr. Askins, 68 years old, has been a director of


THCR and THCR Funding since June 1995. Ee has also been a director of TrWT1p AC
Holding since April 11, 1994, and was a partner representative of the Board of
Pa.rtnec Representatives of Castle Associates from May 1992 to J·unc 1995. Mr.
Askins has been a director of Trump AC Funding since April 1996 and a director
of Funding II and Funding III since December 1997. Kr. Askins served as a
director of TCT-IT t':roro May 1992 t.0 December 1993. From June 1984 to November
1992, Mr. Ask.ins served as Executive Vice President, Chief Financial Officer and
us a director uf Ar:rnco Inc. Mr. Askins also serves as u director of
EnviroSourcc, Inc.

Don M. Thomas--Mr. Thomas, 68 years old, has been a director of THCR


and THCR Funding sine~ Jur:o;i 1995. Mr. Thor:1us ha:;; been a director of Truif•P AC

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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.

The officers of THCR serv.e at the pleasure of the Board of Directors of


THCR.

All of the persons listed above are citizens of the United States and
have been qualified or licensed by the CCC.

THCR is the general partner of THCR Holdings. As the sole general


partner of THCR Holdings, THCR generally has the exclusive eights,
responsibilities and discretion in the management and contr~l of THCR Holdings,

MANAGEMENT OF PLAZA ASSOCIA·TES

T=ump AC is the managing general partner of Plaza Associates. Trump AC


Holding is the managing general partner of Trump AC. The Board of Directors of
~rump AC Holding consists of Messrs. Trump, Ribis, Wallace B. Askins and Don M,
Thomas.

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.

Barry J. Cregan--Mr. Cregan, 44 years old, had been Chief Operating


Officer of Plaza Associates since September 19, 1994 and President since March
1995. Mr. Cregan' s err.ployment was terminated in September 1998. Mr. Cregan was
Vice President of Trump AC Holding from February 1995 through September 1998.
Prior to accepting these positions at Trump Plaza, Mr. Cregan was President of
The Plaza Hotel in New York for approximately three years, Prior to joining The
Plaza Hotel, he was Vice President of Hotel Operations at Trump's Castle. In
addition, !1r. Cregan has worked for Hilton and Hyatt in executive capacities as
well as working in Las Vegas and Atlantic City in executive capacities.

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

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services consulting firm.

Robert Schaffhaussr--Mr. Schaffhauser, 52 years old, is a Certified


Pub1_ic Accountant, and has been Executive Vice President of Finance for Trump
Plaza since September 1998, Mr. SC'haffhauser senred in a similar capacity at
Trump Marina from January of 1994 through October of 1996. From Noverr.ber of 1996
through August of 1998, Mr. Schaffhauser was assoclated with THCR as a
consultant. Mr. Schaffhauser also served as the Senior Vice President of Finance
and Administration for Greate Bay Hotel and Casino Corporation from 1989 through
1992.

James A. Rigot--Mr. Rigot, 47 years old, had been Executive Vice


President of Casino Operations of Plaza Associates since November 1994, Mr.
Rigot 's employment was te.minated in January 1999. Mr. Rigot served as Vice
President of Casino Operations of Tropicana Casino and Entertainment Resort from
July 1989 through November 1994. From January 1989 through July 1989, Mr. Rigot
was Assistant Casino Manager of Resorts Casino Hotel.

All of the persons listed above are citizens of the United States and
are licensed by the CCC.

61

MANAGEMENT OF TAJ ASSOCIATES

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.

Rodolfo E, Prieto····Mr. Prieto, 55 years old, has been Chief Operating


Officer of Taj Associates since October 1996. Mr. ?rieto has been Vice President
of Trump AC Holding since February 1998. From December 1995 to October 1996, Mr.
Prle~o was the Executive Vice President, Operationo of Taj Associates. Prior to
joining the 'T'aj Mahal, Mr. Prieto was Executive Vice President and Chief
Operating Officer for ElsinorE Corporation from May 1995 to November 1995;
Executive Vice President in charge of the development of the Mojave Valley
Resort for Elsinore Corporation from December 1994 to April 1995 and Executive
Vice President and Assistant General Manager for the Tropicana Resort and Casino
trom September 1986 to November 1994.

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.

Walter Kohlross--Mr. Kohlross, 57 years old, has been Senior Vice


President, Food & Beverage of Taj Associates since June 1992, Vice President
International Marketing of 7aj Associates from June 1993 through October 1995,
Vice President, Hotel Operationz of Taj Associates from .June 1991 to June 1992,
and was Vice President, Food & Beverage of Taj Associates from 1988 to ,June
1991. Prior to joining Taj Associates Mr. Kohlross was food and beverage

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director of Resorts International from 1985 to 1988.

Nicholas J. Niglio--Mr. Niglio, 52 years old, has been Executive Vice


President, international Marketing of Taj Associates since May 1996. From
November 1995 to May 1996, Mr. Niglio was Senior Vice President, Casino
Marketing of Taj Associates. From February 1995 to October 1995, Mr. Niglio was
Vice President, International Marketing of Taj Associates. Prior to joining Taj
l\ssociates, Mr. Niglio was Executive Vice President of Internativn.;.i.l
Marketing/Player Development for Castle Associates from 1993 until 1995. Prior
to that, Mr. Niglio served as Senior Vice President, Marketing of Caesar's World
Ma~keting Corporation from 1991 until 1993,

Patrick J, O'Mallcy···Mr, O'Malley, 44 years old, has been the Executive


Vice President of Finance of Taj Associates since October 1996. Prior to joining
the Taj Mahal, Mr. O'Malley was the Executive Vice President of Hotel Operations
of Plaza Associates from September 1995 to October 1996, Prior to joining Trwnp
Plaza, from September 1994 until Septe1nber 1995, Mr, O'Malley was Pr.esident of
The Plaza Hotel in New York City. F:com December 1989 until September 1994, Mr.
O'Malley was the Vice President of Finance of 'l'he Plaza Hotel in New York City,
Prior to joining The Plaza Hotel in New York City, from 1986 to 1989, Mr.
O'Malley wa$ a Regional Financial Controller for the Four Seasons Hotel and
Resorts, Ltd, From 1979 to 1986, Mr. O'Malley worked in the Middle East and
Europe as Hotel Controller for Marrlot.t; International Hotels.

Loretta I, Viscount--Ms, Viscount, 39 years old, has been Assistant


Secretary of Trump AC Holding since February 1998, Vice President of Legal
Affairs of Taj Associates since January 1997, Executive Director of Leg-al
Affairs for Taj Associates from May 1995 to January 1997; a;;;d Executive Director
of Legal Affairs for Castle Associates frorn September 1987 to May 1996. Prior to
that, M$, Viscount served as in-house counsel to the Claridge Hotel and Casino
and had been engaged in the private practice of law since 1982.

All of the persons li$ted above are citizens of the united States and
are licensed by the CCC.

Rodolfo E. Prieto was an Executive Vice President and the Chief


Operating Officer for Elsinore Corporation when it filed a petition for
.reorganiz.ation under Chapter 11 of the Bankruptcy ('ode on October 31,

62

1995. Elsinore Corporation filed a plan of reorganization on February 28, 1996,


which became effective on February 28, 1997.

MANAGEMENT OF TRUMP :t-lARINA

All decisions affecting the business and affairs of Castle Associates,


including the operation of Trump Marina, a~e decided by the general partners
acting by and through a Board of Partner Representatives (the "Board of Partner
Representatives"), which includes a minority of Representatives elected
indirectly by the holders of the Castle Mortgage Notes and the Ct"stle PIK Notes.
As currently constituted, the Board of Partner Representatives consists of
Donald J. Trwup, Chairman, Nicholas L, Ribis, John P. Burke, Robert M. Pickus,
Asher o. Pacholder, Thomas F. Leahy, and Arthur S. Bahr.

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

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executive office::s of Castle Associates other than those who are also directors
or executive officers of THCR.

Mari;: A. Brown··-Mr. Brown, 38 years old, joined Castle Associates as


Executive Vice President of Operations in July 1995 and, effective November
1997, serves as President and Chief Operating Officer. Mr. Brown also serves as
Vice President of TCHJ. Previously, Mr. Brown served as Senior Vice President of
Eastern Operations for Caesar's World Marketing Corporation, National and
I;-iternational Divisions from 1993 until 1995. Prior to that, I1r. Brown served as
Vice President of Casino Operations at the Taj Mahal front 1989 until 1993. From
1979 until 1989, Mr. Brown worked for :Resorts International Hotel Casino
departing as Casino Shift Manager in December 19$9.

Lav-'rence J, Mullin--Mr. Mullin, 36 years old. joined Castle Associates


as V.:i.ce President of Slot Operations and Marketing in August 1995, and effective
June 1998, serves as Senior Vice President of Marketing, Previously, Mr. Mullin
served as Vice President of Slat and casino Marketing from 1992 11ntil 1995 at
the Taj Mahal.

S::opben S. Oskicra--Mr. Oskiera, 40 years old, serves as Vice President


of Finance of Castle Associates, as well as Chief Financial Officer, Chief
Accounting Officer and Assistant Treasurer of Castle Funding and Assistant
Treasurer and Chief Financial Officer of TCHI since October 1998. Mr. Oskiera
Berved as ExecL1t:l ve Director of Finance for both Castle Associates and TCS from
October 1995 to October 1998. Previously, Mr. Oskiera served as Corporate
Controller of American Gaming & Entertainment, Ltd., a casino development
company, from December 1993 to October 1995 and, prior to that, served as
Fi.riancial Controller for Greate Bay Hotel & Casino, Inc:. d/b/a/ the Sands Hotel
& Casino i.n Atlantic City, New Jersey from May 1987 to December 1993.

Asher o. Pacholder--Dr. Pacholder, 61 years old, has been a partner


representa~ive of the Board of Partner Representatives since May 1992. Dr.
Pacholder served as a director and the President of TCI-1! from Hay 1992 to
December 1993. He has served as Chairman of the Board Directors and Chief
Financial Officer of ICO, Inc., an oil field services and petrochemicals
processing comp;;i.ny, since February 1995 and Chief Operating Officer and a
director 0£ Wedco Technology, Inc. since May of 1996. Dr. Pacholder has served
as Chairman of the Board and Managing Director of Pacholder Associates, Inc., an
investment advisory firm, since 1983. In addition, Dr. Pacholder is Chairman of
the Board of Directors of USF&G Pacholder Fund, Inc,, a closed .. end investment
company, and he serves on the Board of Directors of Southland Corporation, which
owns and operates convenience stores.

Thomas F. Leahy··Mr, Leahy, 61 years old, has been a partner


representative on the Board of Partner Representatives since June 1993. Mr.
Leahy served as a directOl' and Treasurer of TCI-II from May 1992 to December
1993, From 1991 to July 1992, Mr. Leahy served as Executive Vice Pre$ident of
CBS B:::oadcast Group, a unit of CBS, Inc. Mr. Leahy retired from CBS, Inc. in
1992, having served in various executive capacities over a 30-year period. Since
Nove:nber 1992, Mr, Leahy has served as President of The Theater Development
Fund, a

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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Arthur s. Bahr--Mr. Bahr, 67 years old, has been a partner


representative on the Board of Partner Representatives since June 1995 and
previously served as a director of TCI-II from August 1993 to January 1994. Mr.
Bahr retired in February 1994 after serving in various senior investment
positions for General Electric Investment Corporation since 1970. Mr. Bahr
serves on the Boa.rd of Directors of Renaissance Reinsurance and the Korean
Inter.national Investment Fund.

Each member of the Board of Partner Representatives and all of the


other persons listed above have been licensed or found qi)alified by the CCC.

The employees of Castle Associates serve at the pleasure of the Board


of Partner Repr.esentatives subject to any contractual r.ights contained in any
employment agreement.

MANAGEMENT OF TRUMP I!IDIANA

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.

Joseph D'Amato--Mr. D'Amatn, 51 years old, has been Chief Operating


Officer of Trump Indiana since August 1997, Previously, Mr. D'Arnato was Senior
Vice President of Finance and Adr.linistratioo of Trump Indiana £ro1n April 1997 to
August 1997. For the twelve years prior to working with THCR, Mr. D'Amatc held
various financial and administrative positions with Sally's (now Hilton) casino
in Atlantic City.

Each person listed above is a citizen of the United States.

MANAGEMENT OF TRill:P KANSAS C!'l'Y

R. Bruce McKee--Mr. McKee, 53 years old, has served as general manager


of Trump Kansas Cicy LLC since January 1999, served as the Senior Vice President
of Corporate Finance of THCR, Trwnp AC Funding and TACC from June 1997 until
September 1998. Mr. McKee served as Chief Financial Officer of THCR from June
1997 until September 1998. Mr. McKee has served as the Senior Vice President of
Corporate Finance of Funding II and Funding III since December 1997. Mr. McKee
served as President and Chief Operating Officer of Castle Associates from
October 1996 ur1til June 1997, Mr. McKee was acting Chief Operating Officer of
Taj Associates from October 1995 through October 1996, Senior Vice President,
Finance of Taj Associates from July 1993 through October 1996 and Vice
President, Finance of Taj Associates from September 1990 through June 1993. Mr.
McKee has been the Assistant Treasurer of THCR/LP, Realty Corp. and TCI since
September 1991. ~r. McKee served as the Assistant Treasurer of THCR Holdtng
Corp. from Sept.ember 1991 unt..il February 1998. Previously, Mr. McKee was Vice
President of Finance of Elsinore Shore Associates, the owner and operator of the
Atlantis Casino Hotel Atlantic City, from April 1984 to Scptcmb~r 1990 and
Treasurer of 82sinore F':inance Corp., Elsinore of Atlantic City and Elsub Corp.
from June 1986 to Septe:nber 1990. T~e Atlantis Casino Hotel now constitutes the
portion of Trump Plaza kno,,;n as '!'rump World's Fair.

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

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executive officers of THCR.

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.

COMPLIANCE WI'TH SECTION 16 (A) OF THE SECURITIES EXCH:.<l...."!GE ACT OF 1934

Section l6(a) of the Securities Exchange Act of 1934 requires THCR's


directors and executive officers, and persons who own mo.re than 10% of tbe THCR
Coromon Stock, to file with the united States Securities and Exchange Commission
(the "CommissionM) initial reports of ownership and reports of changes in
ownership of THCR Common Stock. Officers, directors and greater than 10%
stockholders are required by the Commission to furnish THCR with copies of all
Section 16 (a) forms they file.

To THCR's knowledge, based solely on review of the copies of such


reports furnished to THCR, all Section 16ta) filing requirements applicable to
its officers, directors and greater than 10% beneficial o\omers were compl.ied
with during the fiscal year ended December 31, 1998.

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Northeast Regional Office
lTnited States Securities and Exchange Commission
7 World Trade Center- 13" Floor
New York, N.Y. 10048

Re: Trump Hotels & Casino Resorts, Inc. (NY-6625)


Dear (b)\6J.{bJ(7)\C)

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 )

On this day of , 2001, before me personally came , to me kno\.vn


and known to n1e to be the person \Vho executed the foregoing letter of consent.
llbii61,i011711Ci

Northeasl Regional Office


United S~ates Securities and Exchange Commission
7 World Trade Center- 131h Floor
New York, N,Y, 10048

Re: Tn1mp Hotels & Casino Resorts. Inc. CNY·6625)


{bj(6),(b){7j(C)
Dear ~--~

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,

Trump Hotels & Casino Resorts, Inc.

By:

Title:

Dated: , 2001

State of )
) ss.:
County of )

On this day of , 2001, before me personally came , to me known


and known to me to be the person \Vho executed the foregoing letter of consent.
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W1'.hh~lc p~.rs~rnrtto ax~mp:1on

ib)\5)

i:if the l"r•eoom o' n'ormat1or tnd ::>rivacy Ac~

P11g~ 0209o'1240

1Nithh0ld purnuan'. to B~Bmptior

{b,115:·

c>I '.he ~reedom of lrformat1on ard Pri,·a~y AG!

Pa;ie OSCO o' 1210

Withheld pLirsuan: to exemptior

ol '.h~ ~ruGdom of lrformat1cm ar1 Privacy Act


P1qe O:JC·1 f 1240

Withheld purnuan: to exemptior

lb;(S)
of ~he ~reedom of lrlorrna1ii:m ard Privacy Act
Pa]B 0302a'1240

Wrthheld pursuaw to e~ernptior

\b)(S:·

<:>f ~h~ ~retdom of 1rforma11e>n ard Pri,•tey Aet

Pa~e 0303 a' 1:40

\Nithhfld P\lf~!ll!n'. to f.~amptior

tb;(S'1

ol :ho ~medom of lrformat1on ard Privaoy Act

Paga 0304 o' 1240

Wrthh~I~ pur$~a~'. t<:> ~".~mptior

1b}(5'•

ol '.11~ 0 re&dom of lrtormat1on ard Pri·Ja~,· Ad

Page 0305o'1240

Wrihh~ld pur~~en'. t<:> ~".emptier

(b_i(b)

of •hg •ra~dom of lrform0t1on ar~ Pri<ac; Act

Pa9;1 0306 of 1240

\Ni;hhelo p'rsuart to exemp;ion

,'b)1&:1

of the Frneaom o' n'ormatior and ::>rivacy Ac

PaJe 0307o'1:40

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(b:"'.5)

of ~ht ~rttdom of lrforme11on ard Pr11•e.cy Act

PaJe 0300c'1240
Withheld purnuan'. to exemptior

1b:.,:s1
01 '.he ;rveciom of lrtormdt1on rard Privacy Act
Paga 0309of12~0

Wi:hhelo pl rs Li art ta exemp:ion

,'bJ\5:t

of tha Frfueu~m ::>' n'ormalior and ::>rivacy Ac

P1~eos100•1:10

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(b)(5)

ot ~he ;reedom of lrformet1on ard Privacy Act

:;,•~e 0311(If124C·

'N1tl"hald p\.rs~rnnt to axf.mpt1on

1:bJ15'1

J'the Freedom of n'ormution ~nd PrivaGy Act

:>aga0~12of124C

'i'litl'held pl.rsLiant to exemption

1b)•51

o'the f''medwm wt n'ormabon and Privacy Act

Pag~OS13o'1~41)

Withhelci purs~an: to exemptior

(b>'.5j

of'.ho ~rc&cimn of lrformat1on ard Pri1ac; Act

:iag+ 0314 ol 124C·


\Ni\t'h~ld p~rsuant to ~x~mption

·b)<51

a' tho Fr&eciotn of n'armation Jnd Privacy /IU

Pag~0315o'1240

Wrthh~I~ pur$~a~'. t<:> ~~~mptior

1b}(5·

ol '.h~ "re0dom of lrformat1on Jrd P1wacy Ad

Pagao::1eo11:40
Wi:hhelo pL.rsLiart ta exemp:ion

1b)1<fl

of the f''mecam a' n'ormatlor and ::iriv~cy Ac~


Pa;e0317o'1240

vV~hheld pursuan: to exemptior

1b_l(5'

of '.he "re0dom of lrformat1on !rd Pn·Jacy Act


1='i!ge031So'1:!40
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(bi(b)

of :h~ ~m~dom of lrforrnaticm ar ~ Pn•·a·~y Act


1='i!ge0319o'1:!40

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(bi(b)

of ·h~ ~m~dom of lrforrnation ar ~ Pn,·a·~; Act


Page 0320o'1240

Wrihh~ld pur~~en'. t<:> ~".emptier

(b_i(b)

of •hg •ra~dom of lrform0t1on ar~ Pri<ac; Act

Pa;e 0321 o' 1240

vV~hheld pursuan: to exemptior

1b_l(5'

of '.he "re0dom of lrformat1on !rd Pn·Jacy Act


Page C-322 of 124(,

'N1ttheld p~rsuant '.O 8~emp'.1on

•bx5l
M the Fraaeom o' lnformati<:>n and Privacy Aet
"'age 0323 of 1240
1i/it:theld p~r!uant '.O exemp'.ion

,'b)<5)

a' the Frnedum ul n'ormatior and :::irivacy A~'.


Pag~ 0324 a' 1240

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1b}(5·

ol '.h~ "re0dom of lrformat1on Jrd P1wacy Ad

Pa;ie 0$25o'1210
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ol '.h~ ~ruGdom of lrformat1cm ar1 Privacy Act


:iage 03:6 ol 1240

1'1111' h~ld p~ rtua~t ~o ~xe rnp~ion

1b)•S)

~'the Fmedom of n'ormatior and :i,;,acy Ac:

:iage 03:7 ol 1240

1'1111' h~ld p~ rtua~t ~o ~xe rnp~ion

1b)•S)

~'the Fmedom of n'ormatior and :i,;,acy Ac:

P;igo 0~28 of 1240

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Pa]B 0329a'1240

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<:>f ~h~ ~retdom of 1rforma11e>n ard Pri,•tey Aet

Pa;e 0330o"1240

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of '.he "re0dorn of lrformat1on !rd Pnwi.cy Act


Paga 0331 o' 1240

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ol '.11~ 0 re&dom of lrtormat1on ard Pri·Ja~,· Ad

P1qe O:J::.2f1240

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lb;(S)
of ~he ~reedom of lrlorrna1ii:m ard Privacy Act
Page 0333o'1240

Wrihh~ld pur~~en'. t<:> ~".emptier

(b_i(b)

of •hg •ra~dom of lrform0t1on ar~ Pri<ac; Act

Pa]B 0334a'1240

Wrthheld pursuaw to e~ernptior

\b)(S:·

<:>f ~h~ ~retdom of 1rforma11e>n ard Pri,•tey Aet

Pa]B 0335a'1240

Wrthheld pursuaw to e~ernptior

\b)(S:·

<:>f ~h~ ~retdom of 1rforma11e>n ard Pri,•tey Aet

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\i"/ITtheld p~rsuant ~o e1.~mp~1on

(bJ15)

o'the i:·rnedom ot n•ormahor and '"riv~cy Ac'.

P11g~ 0337o'1240

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{b,115:·

c>I '.he ~reedom of lrformat1on ard Pri,·a~y AG!

PaJe 0338o'1:40

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(b:"'.5)

of ~ht ~rttdom of lrforme11on ard Pr11•e.cy Act

l='i!ge 0339o'1:!40

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(bi(b)

of ·h~ ~m~dom of lrforrnation ar ~ Pn,·a·~; Act


P11g~ 0~40o'1240

1Nithh0ld purnuan'. to B~Bmptior

{b,115:·

c>I '.he ~reedom of lrformat1on ard Pri,·a~y AG!

Pag~ 0341 a' 1240

Wrthh~I~ pur$~a~'. t<:> ~~~mptior

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ol '.h~ "re0dom of lrformat1on Jrd P1wacy Ad

Page 034: o' 1240

Wlthh~ld pur~~en'. t<:> ~".emptier

(b_i(b)

ol '.hg •r~~dom of lrform0t1on ar~ Privac~ Act


Page 0343o'1240

Wrihh~ld pur~~en'. t<:> ~".emptier

(b_i(b)

of •hg •ra~dom of lrform0t1on ar~ Pri<ac; Act

Pa;e 03,H o" 1240

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1b_l(5'

of '.he "re0dorn of lrformat1on !rd Pnwi.cy Act


P11g~ 0~45o'1240

1Nithh0ld purnuan'. to B~Bmptior

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c>I '.he ~reedom of lrformat1on ard Pri,·a~y AG!

WILLKIE FARR & GALLAGHER iB7 Sovemh A~~nut

N~w y,xk. NY l0019-G099


21~ 72S 8000

Qi,cn, 212 718 8255


Fa<: 2l2 728 8111
Rid1urd L. Posen rp(ls,n@'I illkiexom

July 20, 2001

BY HAND
(b1(6J,(b Ji.7){C)

Securities and Exchange Commission

Seven World Trade Center

13'" Floor

New York, NY 10048

Re: In the Matter of Trump Hotels Casino Resorts, Inc.

Case No. MNY-6625

Enclosed are tv.:elve co ies ofa supplemental Wells Submission on behalf,,,o°'f=~


~and {b)(G).(bi< 7hc1 hich we thought. would be useful for you anctl;~::~\{bl
~to see before our meeting on Tue da . At the Staffs suggestion, we are
sending an additional copy directly to 1 J( ) (ti)•.!J(C) y Federal Express.

\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:

Andrew J. Levander, Esq.

Ntw York
Wailiing:wn, DC

London
ll UNITED STATES OF AMERICA
Before The

SECURITIES AND EXCHANGE COMMISSION

:' l Northeast Regional Office

;I
In the Matter of
11
Trump Hotels & Casino Resorts, Inc.
Case No. MNY-6625

"I

,I

'.I

APPENDIX TO WELLS SUBMISSION

) FILED ON BEHALF OF TRUMP

HOTELS & CASINO RE:SQRTS. INC

WILLKIE FARR & GALLAGHER


787 Seventh Avenue
New York, New York 10019
(212) 728-8000

l Attorneys for Trump Hotels & Casino


Resorts
OF COUNSEL:

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

··Harvey•·s··casin0-tfe·s·o·ns·T999 First Quarter Earnings Release, PR Newswire, I>


Apr. IS, 1999; Hollywood Park, Inc. 1999 First Quaner Earnings Release, PR
}..Tewswire, May 11, 1999; Mandalay Resorts Group 1999 Second Quarter
Earnings Release, PR Newswire, Aug. 24, I999; and the Sands Regent 1999
Second Quarter Earnings Release PR NeVt'svvire, Feb. t6, 1999.

Joe \Vcincrt, "Gaming/Analyst: All~Star Cafe Transfer Lifted Trump Results," E


Atlantic City Press, Oct. 28, 1999.

Jesse Angelo, "Trun1p Playing v.1ith a Stacked Deck? Revenue \la\ue is F


Questioned," The New York Post, Nov. 2, 1999.
/
''

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

SECUR.1TIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 36 1 1999

OR

( ] TRA.NSITION REPORT PLrruiltAN'l' TO S£C'I10N 13 Oll l~(d) OF TIIE SECURITIES .EXCHANGE ACT OF 1934

For lhe lranaltluri period rn.m _to_

Commbdon file number: 1-13794


TRUMP HOTELS & CASINO RESORTS, INC.
(E:uct n.trrlo! of~£i$tnnl :u lfl'l:'-ifiod i.n itll dw'I«)
DEL.AWARE
(Stau « odK:r jwisdkt.ion of
~OO«~)
1500 BoardwaJk
Atlantic City, New Jersey OS<Ol
I (Address cfprineip.o.J '~=rthe of!io.5) (Zip Co&)
(609) 441-6060
'
'' (Rt&'Slruil's 1d.-phoo.1 n1.1m™'r, including 11rea Nd.I)

Noc Applicable

(Fomi:r n.unc, lbrm.:-r :u:idn::s:. and formn- flM:l!J ye.v-, ifclwigcd llooG ]11$t rtp<:>rt)

Commiuion file number: 33-90786


TRUl\fP HOTELS & CASINO RESORTS HOLDINGS, L.P.
DELAWARE 13-3-818407
(Sw.e ar Olhcr jurisdi.:tioo (it (I.R.S. EmplO)'!:I'
i.ooofparAli?!l (!!'~lion) ld«ttifiClllitx1 No,)
2SOO Boardwalk
Atlantic City, New Jersey 08401
(Address of principal c)(O.."llti\1\1 <.1ffi<;'<!!:) (Zip Co&)
(609) 441-6060
(R,gistran1'1 ttlq'>hon~ numb¢r, indudln.e a.ru lll'><k)
Not Applltable
(Fonner n;i.mc, f<lflll<'r i&:h= i.lld forrn<:I" fw:.i.l year, ifdw•s<l<l since [w rc'pQrt)

CommiJtlon flit number: 33-90786


TRUMP HOTELS & CASINO RESORTS FUNDING, INC.
(E~ n.amc ofrcgis;trant ..,, ~ed in. ill clw\er)
DELAWARE 13-381$405
(State or other jurisdiction. of (t.R.s. Employer
inoorporation. or~) Jdmtitlutioa No.).
l!iOO Boardwalk
Atlantic City, New Jersey 08J01
(A.ddr= of principal ~xoculivc offices) (Zipeo&t)
{609) 441-6060

(Regiww'ttclt-plloot munNr, UK hiding am. o»io:)

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.,

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.

AND

TRUMP HOTELS & CASINO RESORTS J11Wl>ING, INC.

INnEX TO FORM lCJ.Q

PART I - FINANCIAL Jm0RMA1'ION

rrEM 1 - Firumclal Statements Page No.

Condensed Consolidated Balance Sheets of Trump Hotels & Casino Resorts, Inc,

as of December 3l, 1998 and September 30, 1999 (Wlaudited) .•...•....•....•.....•....

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.

as of December 31, 1998 and September 30, 1999 (unaudited) .... , . . . . . . . . . . . . . . . 5

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

ITEM 2 - Management's Pi5Cl.1Ssion and An.aly~is of Financial Condition and Results


of Operations . , •••.......... , .. , .....•... , •... , ..•.•.•....••.. , ..•...•.••... 12

ITEM 3 - Qi.iantitativc and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7


'!
TRUldP HOTELS & CASINO RESORTS, INC.,
TRUMP HOTELS & CASINO RESORTS HOLDINGS, LP.
f.ND
' ' TRUMP HOTELS & CASINO RESORTS FUNDING, INC.

INDEXTOFORMl(}.QCONT'D
''
Page No.

PART II - OTHER INFORMATION

ITEM I -Legal Prooeedings .... , ........ ,, .. ,, ................ , . .. ....... , .... ,, .. . 17


ITTld 2 - Changes in Securities .and Use of Proceeds .. , ............•........ , • . . . . • . . . . . . . . • . . . 17
rttM 3 - Defaults Upon Senior Securities •••..•.••• , ............•.•............• , •..•. , .• , • . 17
ITEM 4 - Submission of Matters lo a Vote ofSocurityHolde:rs . . . . . . . . . • . . . . . .... , ..... , . . . . . . 17
ITEMS -Other lnfonnation .......................................... ,. .............. , . . . 18
ITEM 6 - Exhibits and Reports on Fonn 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

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

ITEM 1- F1NANC!AL STATEMENTS

TRUMP HOTELJS & CASINO RESORTS, INC.


CONDENSED CONSOLIDATED BALANO'. SHEETS
(dollars in thousand&, except share data)

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

!NVESTMENT IN BUFFINGTON HARBOR, L.L.C...... . 40,765 38,854


rNVESTMENT IN TRUMP'S CASTLE PIK NOTES ........... . 64,137 73,067
PROPERTY AND EQUIPMENT, NET ........................ .. 1,977,609 1,865,236
CASH RESTRICTED FOR FUTURE CONSTRUcnON .. . 2,523
DEFERRED BOND AND LOAN ISSUANCE COSTS, NET 37,978 32,579
DUE FROM AFFILIATES . . . . . . . ..................... . 15,766 3,955
OTHER ASSETS . . . . . . . . . . . . . . ............. . 59 721 62 822

Total A.5s.ets •..............•.•.••. s 2 428 4~;1 s 2 366 303

LIABILITIES AND STOCKHOLDERS' EQUITY

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

LONG TERM DEBT, net of current maturilies ................... .


4
1,8)8,492 I,847,062
OTHER LONG-U:RM LIABILITIES .......................... . l~,04:! &4,!84
Total Liabilities .............•.•...•.•.. , .•.. ,., ...••... 2 016 016 2 110 388

M!NORllY INTEREST ............................... .. 125,540 68,296

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.

TRUMP HOTELS & CASINO RESORTS, INC.

CONDENSED CONSOLlllATED STATEMENTS OF OPERATIONS

FOR THE 'l'HR.£E ANl> NINE MONTHS ENDED SEPTEI'tfBER 30, 1998 AND 1999

' . (u.naudited)
(dQllm in thousands. ueept share data)

Three Month.I Ended Niue ltloa:tbJ Ellded

.' Seotember 30. September 30.

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

COSTS AND EXPENSES:


Ganting ...................... . 220,84-0 210,945 607,901 598,238
Rooms ..•.•..•...... 8,470 8,930 23,739 26,177
Food and Beverage ...
13,989 14.901 38,199 40,175
General and Administrative . , ..
70,536 70,213 200,548 209,212
Depreciation and Amortization ...... .
21,058 21,041 62,657 63,367
Trump World's Fair Closing Costs ..... .
128 375 128 375
33~ 899 454 .;Q~ I 065 544
Income (loss) ftom operations ..... 62 488 (51 333) 14 690

NON.OPERATING INCOME AND (EXPENSES):


Interest income ..... 2,019 1,833 7,166 5,143
Interest expense . . . . . . ....... . (55,)90) (55,876) (166,679) (166,781)
Other non-operating e.\-pense ........... . (259) (286) (! 719)
{53 371) (l;!..lQl) (159 799) <163.357)
Income (Loss) before equity in loss of Buffington
Harbor, L.L.C.,minority interest, and cumulative
effect of change in accounting principle ... . 9,117 (105,635) (34,547) (148,667)
Equity in loss of Buffington Harbor, L.L.C .. . (742) £734) (2,225) (2 246)
Income (Loss) before minority inlerest and
cumulative effect of change in accounting
principle ...•.•.. , ....... , ......... . 8,375 (106,369) (36,772) (150,9Jl)
Minority Interest ...................... . <3 063) 3g 899 13 434 SS 189
Inc.ome (Loss) before cumulative effect of change
in accounting principle ..... , .. , ..•.... l,312 (67,470) (23,338) (95,724)
Cumulative effect of change in accounting principle
(S:S,620), net af minority interest ($2,055) ..

NET INCOME (LOSS) ............ .


$ s 11? $ <61470) $ (23 338) s l,9US2)

Basic and diluted earnings (loss) per share


be~or7 .cwnulativc effect of change in aco:iunting
pnnc1ple ......•..........•......... $ .24 s (3.04) s (I.OS) $ (4.31)

Cumulative effect of change in accounting


principle .................... . ()6)

Basic and diluted earn.irtgs (loss) per share ...

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.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR TllE NINE MONTHS ENDED SEPTEMBER30, 1999

(unaudited)

(dollan ln thousandJ)

.' t{umbei: 2(~h1ca


Common Additioa.al
ChwB Stock Pold In Accumulated Treasury
.' Common Common Amount ~ IW:ki! llliltll 1'llt8!
Balance. Dc:cember 31, 1998 . 24,206,756 1,000 $242 $4SS,64S $(149,444) $(19,535) $2&6,908

Net Loss ' ...............


--- ( 99 289) (99 289)

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)

Cumulative effect of change in accounting principle ...•.•.............. 3,l6l


Issuance of debt in exchange for accrued intere$t .••.•••.•....•.... , .. , l,612 6,418
Joten:stincorne~CastlePIKNotes ..... , .. , ......... , ............. . (7,809) (8,930)
Equity in. loss cf Buffington Harbor, L.t..C. . ............... , ... , . , . , , 2,225 2,246
Depre<;iatlon and amortization • , ..•....... , ...• , .•.......•...... , , 62,6l7 63,367
Minority interest in net loss ..•.• ,- , •.....................•...... , • (Il,434) (lS,189)
Accretion of disco wits on mortgage notes .................•......• , •. 3,343 3,738
Atnortization of defe~ loan costs ......... , , , ... , , . , ... , , .. , ... , , S,997 l,39\l
Provision for losses on receivables ......................... , .... . 10,510 10,581
Valuation allowance of CRDA investments and amorti'-'l.tion of Indiana
gaming costs ........... ,, ........... ,, ..•... , ...•• ,, ...• ,. 6,463 7,050
Ga.in on di~silion ofproperty .. , . , , • • . . , ............ , .... , .. (385)
Gain on property received upon tennination of le;u;c ...... . (17,200)
Write-<ifJ of net book value of Trump World's Fair assets ... . 97,682
(Increase) decrease in receivables ... , .. , . (14,022) 211
Increase in inventories .• , . , . , ... , ..... (453) (44)
(Increase) decrease in olher current assets (5,601) 663
D~rcase in due from affiliates ........... . 552 355
Increase in other assets._ , .... , . , ......... . (9,997) (174)
Increase in accounts payable and accrued c:-.-penses 9,967 24,192
Increase in accrued interest payable 52,622 50,937
(Decrease) increase in olher long-tenn liabilities .. ---1W 3 364
Net cash flov.·s pro,ided by operating acthit.ies ....... . 84 928 9R 556

CASH FLOWS FROM INVESTING ACTIVITIES:


Acquisition of property and. equipment, net of property received on lease·
termination,, ...........•.. , ..•.... , ...................•. , .. (2l,77l) (18,669)
Proceeds from disposition ofpropcrty . . ........ , , .... , , . , , ... , , , .. , 4,502
Invcsunent in Buffington Harbor, L.L.C. . , . , ... , , . 88 (335)
CRDA Invesunents . , ....... , .....•........................... , . (I0,272) (10,524)
Restricted cash .....•...... , .................................. . 6 013 2,523
Net cash flo\vs used in in't·esting activities • , . , ............. , ....... . (29.943) (22 503)

CASH FLOWS FROM FINANCING ACTIVITIES:


Purchase of treasury stock .... , .... , ••... ,,,, •..• , •.• , ..•...••.•.• (2,259)
l!iSU.ancc oflong·term debt ...•.. , •.• , , . , •. , . , ...• , •.............. 68,164
Paymentaflong-tenndcbt ....... _..•.•.•...•.. , •. _.. , ......• , .. . (72,992) (11,199)
Cost of issuing debt ..•. , , . , . • . . .•... , .. {628)
Net casl:l flows used in financing a<:tivities ••.•..... , • , , .•. , ....... , <7 715) (l 1 122)
Ni:::l increase in cash and cash equivalents , ..........•.....•. , .... , . 47,270 64,854

CASH AND CASH EQU!VAl.ENT$ AT BEGINNING OF PERIOD ......... . 140,328 J l~ 7~7


CASH AND CASH EQUIVALENTS AT END OF PERIOD ..•............ $lll1.l28 I lZ2 ~ll
CASH INTEREST PAID ......................................... . $!04 710 s 'llli llS
Supplemental Disclosure of Non.Cash Activities:
Purchase of property and equipment Wlder capital lease obligations , .......... . $ ..2.!92 ~ 12 D2Z

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

INVES1MENT IN BUl'FINGTON HARBOR, L.L.C........ . 40,765 38,854


INVES1MENT IN TRUMP'S CASTI.E PIK NOTES ..... , •.. , , .. , . 64,137 73,067
PROPERTY AND EQUIPMENT, NET ........................ .. 1,977,609 1,865,236
' I
CASH RESTRICTED FOR FUTURE CONSTRUCTION , , . , , . , . , .. . 2,.523
DEFERRED BOND AND LOAN ISSUANCE COSTS, NET ........ . 37,978 32,$79
DUE FROM AFFILIATES ..................... .. l!l,766 3,955
OTHER ASSETS .. . .. . .. .. .. .. . .. .. . ........... .. 59 721 62 &22

Total Assets .. $ 2 428 46Q $ 2 166 299

UAJ!!l.ITIES AND PARTNERS' CAPITAL

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

LONG~TERM DEBT, net or current maturities ............. . 1,838,492 1,847,062

OTHER I.ONG~ TERM LIABD'...lTJES ......................... , . __ .t~.Q:!:! 24 184

Total Liabilities . . . . . . . .•.......•.... , ................... . 2.016 016 2 110 388

PARTNERS' CAPITAL:

Partners' capital .....................................•..... 652,503 652,503

Accumulated deficit .......•..... , . . ................... . (220,524) (377,057)

LesscostofstockofffiCR .................................. . (19 535) (195351

Total Partners' Capital ..•...•.............•. , .........••...• 412.444 255.911

Total Liabilities and Partners' Capital ............•............. ·. S-2.428 460

Thi: accompanying notes arc an integral part of these ~ondensed consolidated financiaJ statc111ents.

5
TRUMP HOTELS & CASINO RESORTS HOLDINGS, I..P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR mE THREE AND NINE MONmS ENDED SEITEMBER 30, 1998 AND 1!199

(unaudlt<d)

.' (dollars in thousands)


.' Three Months Ended Nioc Moo.th• Eal.led
.' September 30. September 30.

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

Gr0$SRevenues ......•.............. 445,072 450,208 1,186,874 1,205,7.56

' 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

' I COSTS AND EXPENSES:


Gaming.,, ......... . ll0,846 210,9;5 6-07,901 598,238
Rootns . . . . . . . . . . . . . . . .......... . 8,470 8,930 23,739 26,177
Food and Beverage ........ , , ....... , .. 13,989 14,901 38,199 40,175
General and Administrative ............ . 70,536 70,213 200,548 209,212
Deprctiation and Amortization ......... . 21,058 21,0;l 62,657 63,367
Trump World's Fair Closing Com ..... . _l.f.~.!1.~. 128 375
__334 899 454 405 933 044 l 065 544
Income (loss) from operalions .......... . 62 .J88 (51 333) 125 252 14 690

NON-OPERATING INCOME AND (EXPENSES):


Interest income ... 2,019 l,833 7,166 5,143
Interest expense . . . . . . • . . .
. ...... . (55,390) (55,876) (166,679) (166,781)
Other non-operating expense ..... . (259) (286) fl.719)
(53.37!) fil..l.Ql) (159.799) (163 357)
Income {Loss) before equity in Joss of Buffington
Harbor, L.L.C., and cumulative effe(;t of change
in accounting principle ........ , .. 9,l 17 (10l,63l) (34.547) (148,667)
E-quity in loss ofBuffington Harbor, L.L.C ... (7421 C734> (2,225) (2 246)
Income (Loss) before cumulative effect of change in
accounting principle . , , ....... , ....... . 8,375 (106,369) (36,772) (150,913)
Cumulative etfect of change in accounting
principle ....•........ , .. , ......... .

NET INCOME (LOSS) ................. . 169) (36 77?) $ (156 :133)

' $ (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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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)

CASH FLOWS FROM FINANCING ACTIVITIES:


Purchase of treasury stock .. , .......•... ,., .•.• , .. ,., ..•••. , •. ,, .. (2,259)
Issuanceoflong~lerm debt .......... , , , ....•.•.•..•.............. 68,164
Paymentoflong~tenndebt ..•....•...... , ............ , , •. , .. , • , • , (72,992) (ll,199)
Cost of issuing debt . , •. , .. , ..•.... , . , . , ..... , . , ..•...• , . , ... , .. £628)
Net cash flows used in financing activities ......•... , ... , •.•.. , , •. , 0.715) (11 !22)
Net increase in cash ;llld cash equivaJents . , , , . , , . , •. , ...•...... , .•. 47,270 64,854
CASH AND CASH EQUIVALENTS AT BEGINN!NG OF PERIOD , , , , , • , 140 324 1!4 7~2
CASH AND CASH EQUIVALENTS AT END OF PERIOD., .• ,,, .• ,,.,,, $187 594 ~ 122 ggz
CASH INTEREST PAID,,.,, SlQUlQ s ..JO<S.118
Supplemental Disclosure of Non-Cash Acti\.ities:

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.,

TRUMP HOTELS & Ct.SINO RESORTS HOLDINGS, L.P.

AND

TRUMP HOTELS & Ct.SINO RESORTS FUNDING, INC•

. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

' ' {l) Organiz.atiou and Operi.tions

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 and Diluted Earnings (Los.s) Per Share

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

l I (1) Flnancial Iafonnatloo


. I
' I Financial infonn.ation relating to TIICR Fwiding is as foUows:
September 30,
1999
(unaudited)
Total AssclS (including UlCRHoldings' 15Y2% Senior Secured
Notes due 2005 C'the Senior Notes") receivable of
$145,000,000 and accrued interest at D~mber 31.
1998 and September 30, 1999) • . . . . . . . . . . . . . . . $145 936 000 S!5l 555.000

Total Liabilities and Capital (including 5145,000,000 of


Senior Notes and accrued interest payable) ... , . . SJA5 936 000

I Nine Months Ended September 30,

I 1998 1999

Interest Incon1e from THCR Holdings s 16,356,000 $16,856,000

Interest E"-pense s 16 856.000 $16.856.000

Net Income

(3) Other As:rets

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.

(4) Change in Accountiag Policy

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

. !

TRUMP HOTELS & CASINO RESORTS, INC.,

. I
TRUMP HOTELS & CASINO RESORTS HOLDINGS, LP•

AND

TRUMP HOTELS & CASINO RESORTS FUNDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)
' '

(S) Flamingo Hilton Riverboat Casino, L.P. ("'Flamingo~ Kansu City")

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

(7) Trump World's Fair Closing

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.

(8) s.ie or Amts

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.

(9) Pun;hase of Treasury Stock

1'HCR has decided to e,.1end its stock repurchase program unlil the end of 200-0 when and to the extent
pennissible.

11

ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDmON AND

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

Results of Operations: Operating l{eveuues and txpenses

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

Three Months Ended Sel!temb~r 30 1 1999


l'laza Taj Trump Trump THCR
AtiO<:iates As,~oc!ates !rutlru.!! M.!dn! ~nn!!!lldi!ttd
(dollars in millions)
Table Game Revenues ............ $ 31.2 s 40.8 $ 6.9 $ 20,4 s 99.3
Iner (Deer) over prior period ... , ... $ 3.3 s (19.3) $ (l.6) $ (0.4) s (18.0)
Table Game Drop ............... s 177.7 s 283.2 $ 41,5 $ 134,8 s 638.2
Iner (Deer) over prior period ....... s (0.2) s (45.3) $ (12.4) s 2.1 s (55.8)
Table Win Percentage , ...•.. , ..•. 17.6% 14.4% 16.lg/o 15.1% 15,6%
Ini;:r (Deer) over prior period ....... l.9 ptS. (3,9) pl$. 0.7 pts. (0.6) pts. (1.3) pts.
Number of Table Garnes .......... 149 so
Decrease over prior period ... , , ....
Skit Reo.·caues .................. $ 73.7
"
(7)
s 89.6
(7)
s
(10)
26.8 s
85
(6)
54.3 s
378
(30)
244.4
Ince (Deer) over prior period , , . , . , . s (2.l) s 7.1 s (2.9) s L8 s 3.9
Slot ll>ndle .................... $ 923,7 $ l, 106.8 s 397.0 $ 700.3 s 3,127.8
Iner (Deer) over prior period , •. , .• , $ (5.7) s 95.2 s (60.3) $ 50.3 $ 79.5
Slot Win Percentage . , •.•.... , . , . 8.0 o/a 8.1 % 6.7% 7,8% 7.8%
Iner (Oe¢r) over prior period , .•.. , . (0.2) pts. (0.l) plS. 0.2 plS, (0.3) pl$. (0.1) pts.
Number of Slot M.achines •.•.•.•. , 4,186 4,419 l,300 2,123 12,028
Iner (Deer) over prior period , .• , •.. (18) 283 (75) (47) 143
Other Oaming Revenues .•.•...... NIA $ 6.0 NIA $ Q.6 $ 6.6
Iner (Deer) over prior pcriOO .••...• NIA s 0.6 NIA $ (0.4) $ 0.2
Total Gamiog Revenues •...••.• , , s 104.9 s 1J6.4 s 33.7 $ 75.3 $ JS-0.3
In.er (Deer) O\'er prior period ..... $ 1,2 s (11.6) s (4.5) s 1.0 s (13.9)

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,

lnlporta11t Factors Relating to Forward~Looking Statements

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

ITEM;;.. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

PART ll- OTHER INFORMATION

ITEM I - LEGAL PROCEEDINGS

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.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS


None.

ITEM 3- l>EFAULTS UPON SENIOR SECURITIES


None,

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

Donald I. Trump .......•.............. 33,914,960 71S,IS7

Nicholas L. Ribis .......... . 34,129,283 500,834

Wallace a. Askins .................... . J.i,193,801 436,3 !6

Don M. Thom.as . . . . . . . . . . ..•.... J4,191,811 438,306

PeterM.Ryan .. , ............... , 34,194,386 435.731

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.

ITEMS -OTHER INFORMATION


No°"'
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibit.I:

Exhibit No. pescriatiop of Exhibit


27.l(l) Financial Oata &:hedute of Trump Hotels & Casino Resorts, tne.
27.2(2) Financial Data Schoiule ofTru.rnp Hotels & Casino Resorts Holdings, L.P.
27.3(2) Financial Data Schedule ofTnunp Hotels & tasino Resorts Funding. Inc.

(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.

h. Current Reports on Form 8-K:

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,

TRUMP HOTELS & CASINO RESORTS, INC.


(Registralll)

Date: November 4, l 999


By•!s/ FRANCIS X MCCARntY IB.
Fr;1..r1cls X. McCarth1, Jr.
Executive Vice President ofF'mance and
CWefFinancial Officer
{Duly Au1borized Officer and Principal
Fln.ancial Omar)

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.

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


(R<gistranl)

Date: November4, 1999 By: TRUMP HOTEL.S & CASINO R.EsoRTS, lNC.,
its general partner

By: Is/ FRANC!S X. MCCARTHY Ill


Francis X. McCarthy, Jr.
Executive Vice President ofFinanci; and
Chlef Fin.ancial Officer
(Duly Authorized Officer and
Princ:ipa.I Financial Officer)

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,

TRUMP HOTELS & CASINO RESORTS FUNDING, INC.


{Registrant)

Date: November 4, 1999

By·/$/ PR.ANCIS X MCCARTifY lR


Francis X. McCarthy, Jr.
Executive Vice Presidcol of Finance and
Chief Financial Officer
(Duly Autborized Officer and PrineipaJ
Financial Offi«r)

2l
Page 3

36TH STORY of Level l printed in FULL format,

Copyright 1999 PR Newswire Association, Inc.


PR Newswire

May 10, 1999, Monday

SECTION: Financial News

DIS'l'RISU'!'ION, TO BUSINESS EDITOR

LENGTH: 1677 words

HEADLINE: Mirage Resorts Announces Strong Increases in ~irst Quarter Revenues


and Inco~e Oue to Success of New Resorts;
Bellagio Has Highest Quarterly Revenues in Nevada History

DATELINE; LAS VEGAS, May 10

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%.

According to the latest statistics available from the Nevada State


Gaming Control Board, gaming revenues on the Las 'legao Strip increased 21% in
the first two months of the quarter. The company's casinos located on the
Strip accounted for 58% of such growth. On an overall basis, the company's
gaming revenues increased by 64l in the first qua.i;ter while its gross
non-Ca$ino revenues increased 82%.

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.

Results were also st:rong at the company's other resorts. The


operating income of such resorts on a combined basis, excluding the new
properties, increased by 2t in the face of the new competition and despite an
ongoing room refurbishment program at the company's Treasure Island resort.
Hotel occupancy of standard rooms at such resorts increased slightly, from 98.lt
to 96.4\, and their average room rate increased by 4%.

On a company~wide basis, occupancy of standard guestrooms was 98.1% 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 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

Cammon and common equivalent shares (In thousands)


Weightedwaverage common shares
outstanding (used in the calculation
of basic earnings per share) lS0,527 179,443
Potential dilution from the assumed
exercise of common stock options 10,920 ll,270
Weighted-average common and common
equivalent shares (used in the
calculation of diluted earnings
per share) 191,447 l92,i13

SOURCE Mirage Resorto, Incorporated


CONTACT: Alan Feldman of Mirage Resorts, Incorporated, 702-693-71-47

LANGUAGE: rnNGLISH

LOAD~DATE: May 11, 1999


Page3

37TH STORY of Level 1 printed in FULL format.

Copyright 1999 Business Wire, Inc.


Business Wire

April ~a. '1999, Wednesday

DISTRXSUTION: Business/Entertainment Editors & Gaming Industry Writer$

LENGTH: 2804 words

HEADLINE: Park Place Entertainment Reports 14 Percent Increase in


First-Quarter 1999 Net Income
' I

DATELINE: LAS VEGAS

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.

Including the c~mulative effect of a change in accounting principle of $ 2


r,1;.llion net of ta:x: requir~d for pre~opening costs and $ 3 million of additional
pre~opcning cooto expensed in the first quarter of 1999, diluted earnings per
share were $ 0.15.

Earnings before interest, taxes, depreciation and amortization, pre~opening


expense and noncash 'items (EBITDA) were $ 193 million, up 10 percent from the
pro forma first~quarter 1998 :reoulta of $ 176 million,

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.

In the Mid~South region, EBITDA increased 27 perce~t due to strong


performance at both arand Biloxi and Grand Tunica, as well as significant
reductions in regional overhead.

"We successfully demonstrated the power of our size and diversification,"


said Arthur Goldberg, president and chief executive officer. "As the largest and
mo3t diversified gaming company in the world, we believe we have created a more
stable earnings stream and reduced our exposure to individual market volatility
by having a major presence in each of the three largest U.S. gaming markets."

Western Region

The Flamingo Hilton Las Vegas reported an EBITDA increase of 28 percent in


the first quarter of 1999, generating$ 32 million, compared with-$ 25 million
last year. A 10 percent increase in RevPAR and a 6 percent improvement in total
gaming drop drove the higher EBlTOA.

The Flam~ngo's outstanding performance demonstrates the importance of its


Page4
' ! Business Wire, April 28, 1999

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 Biloxi reported EBITDA of $ 20 million far the first quarter, up 11


percent rrom the first quarter 1998. The improvement was fueled by double-digit
increases in both table game drop and slot handle over the prior year's results
due ta the opening of the soo~raam Bayview Hotel addition in late February 1998.

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,

Since the entrance of new eompetitian to the market in mid~March, operating


results on the Gulf Coast are strong. VisitoT volume, slat handle and table game
drop are above 1998 levels, demonstrating the str~tegie positioning of the Grand
properties and the growth potential of the market.

Grand Tunica's first quarter EaITDA was $ 13 million, an 18 percent inc;:rease


over first quarter 1998 due primarily to a 10 percent improvement in slot
handle. In late March 1999, the 600-room Terrace Hotel & Spa opened, bringing
Grand Tuniea'.!l total room count to appro:>:im<!ltely 1,400 for thie:
140,ooo~square~foot ca$ino.

Additionally, cost-reduc:tion programs put in place in conjunc;:tion with the


ITlerger successfully reduced regional overhead by $ 5 million in the quarter.

International
Page 5
Business Wire, April 28, 1999

on a combined basis, first~quarter 1999 EBITOA from the Conrad properties in


Uruguay and Australia decreased to $ 15 million from $ 22 million last year. The
decrease came primarily from the casino resort in Punta del Este, Uruguay,
which was impacted by the devaluation of the Brazilian real, resulting in lower
levels of play from Brazilian customers. ­

corporate Items

Paris-~as Vegas construction is on time and on budget and the company


expects to open the property in September 1999, adjacent to Bally•s Las Vegas on
the Four Corners.

Paris contains 2,916 gu~st rooms; an ss,ooo-sq.·ft, easino; eight


restaurants; five lounges; more than 130,000 sq. ft. of meeting and convention
space; and its signature feature, a 50-story replica of the Eiffel Tower. The
Paris employment office opened on April 5, and, to date, has filled
approximately 40 percent of the 4,000 new positions.

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.

Yesterday, the company announced that it entered into a definitive agreement


to a~quire Caesars World Inc. and other gaming assets from Starwood Hotels &
Resorts Worldwide Inc, for total consideration of $ 3.0 billion. This purchase
excludes the Desert Inn in Las Vegas.

The all~cash transaction has been approved by the boards of directors of


both companies and is expected to close in the fourth quarter of 1999.
Completion is subject to the satisfaction of various conditions contained in the
purchase agreement, including obtaining certain regulatory approvals.

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.

?ark Place is the world's largest gaming company, as measured by casino


square footage and revenues, and is the only casino-gaming company with a
leading presence in Nevada, New Jersey and Mississippi -- the three largest
gaming markets in the United States.

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,

This news release contains "forward~looking stateme:1ts" within the meaning


of f~deralsecurities law, including statements concerning business strategies
Page 6
Business Wire, April 28, 1999

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~

P.A.RK PLACE: ENTERTAINMENT

summary Income Statement

(Dollars in millions, except per share amounts)

Three Months Ended

March 31,

Actual Pro Forma

lSISISI 1998

Net revenue $ 748 $ 718

Operating costs and expenses 547 534


Depreciation and amortization 7l 69
Pre-opening expense 3

Operating profit before corporate expen$e 127 1115

Corporate expense 8 a
Operating income 119 109

Net interest expen5e 29 27

Income before taxes, minority interest and


cumulative effect of accounting change 90 si

Income tax provi5ion 42 37


Minority interest, nee l l

Incone before cumulative effect of


accounting change 47 43

Cumulative effect of accounting


change, net of tax 2

Net income $ 45 $ 41

Net income per share


Basic $ 0.15 $ 0.14
Diluted $ 0. lS $ 0.14

Net income pe.r share, before pre-opening and


cumulative effect of accounting change
Basic $ 0.16 $ 0 .14
Diluted $ 0.16 $ 0.14
Page 1
Business \Vire, April 28, 1999

Pro forma weighted average shares outstanding


Basic 303 304
Diluted 305 300
rARK PLACE ENTERTAINMENT
EBITDA(a)
{Dollars in millions)

Three Months Ended

March 31,

Actual Pro Forma

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

CORPOP.ATE (8) (8)

TOTAL $ 193 $ 176

(a) EBITDA is earnings before interest, taxes, depreciation,


amortization and pre-opening expense.
PARK, PLACE ENTERTAINMENT
Statistical Highlights

Three Months Ended

March 31,

Aotual Pro Forma

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

Average Daily Rate


Occupancy 'Percentage
$
...
74 $ 74
94'

MID-SOUTH REGION
Average Daily Rate
Occupancy ~ercentage

INTERNATIONAL
$
...
60 $ 58
90\

Average Daily Rate $ 112 $ 111


Occupancy Pet:centage 69' 63'

tjm/la·i... dda/la sjk/la

CONTACT: Park Place Entertainment Corp., Las Vegas

Geoffrey Davis, 702/699-5037

Today's News On The Net - Business Wire's full file on the Internet

with Hyperlinks to your home page.

URL, http://WWt;.·husinesswire.com

LANGUAGE: ENGLISH

LOAD~DATE: April 29, 1999


Cop)'Tighl 1999 PR Newswire Association, Inc.

PR Newswire

April 15, 1999, Thursday

SECTION: Financial News

DISTRIBUTION: TO BUSINESS EDITOR

t.ENOTH; 912 words

HEADLINE: Harveys Casino Resorts Reports Record first Quarter Results

DATELINE; LAKE TAHOE, Nev., April IS

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).

HARVE,'S CASINO RESORTS

CONSOLIDATED EARNINGS SUMMARY FOR THE PERIODS

ENDED FEBRUARY 28, 1999 AND 1998

{unaudited)

Three Months Ended


2!28199 2128198
(dollari; in thousands)

Net revenues $75,649 $68,772

Interest expense, ne1 $4,918 $4,011

Net Income excluding merger related cosrs and

non-recurring items Sl,926 $1,531


Merger related costs and non·recurring items ($14,672) $0
Net ineome (Joss) ($12,746) $1,531

RESULTS OF OPERATIONS. PROPERTY BY PROPERTY


FOR THE PERJODS ENDED FEBRUARY 28, 1999 AND 1998
(unaudited, dollars in thousands)

.' three Months Ended


2128/99 2128/98
Net Revenues
Harveys Resort $31,149 $27,674
' '
Barveys Wagon Wheel 14,199 14,lll
'i
' Harveys Casino Hotel 30,301 7.6,583
Total Net Revenues $75,649 168,772

Operating Income (Loss)

Harveys Resort $3,413 $2,046

Harveys Wagon Wheel 2,374 3,220

Harveys Casino Hotel 6,476 4,555

Corporate and Developn1en1 (l,030) (3,238)

Consent Fee & Merger Costs (19,879) 0

Total Operating Income ($10,646) $6,583

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

(a) EBITDA is defined as operating income, excluding non-recurring items,


plus depreciation and amortization.

SOURCE Harveys Casino Resorts


CONTACT: John McLaughlin, Chief Financial Officer, or John He•vitt, Corporate Controller, bolh of Harveys
Casino Resorts, 77$·588·2411

LANGUAGE' ENGLISH

LOAD-DATE: April 16, 1999


Copyright 1999 PR Newswire Association, Inc.
PR 'Newswire
J\.1ay 11, 1999, Tuesday;

Correction Appended

SECTION: financial News

DISTRIBUTION: TO BUSINESS EDITOR

LENGTH: 2390 words

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.

DATELINE: INGLEWOOD, Calif., May 11

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.)

HOLLY\VOOD PARK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except pet share data)

Three Months Ended


March 31,
1999 199$
(unaudited)

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

Eamlngs before intere~t. taxes, depreciation,


amortization and non-recurring expenses:
llollyi.o.'ood Park, Inc. - Casino Division 2,186 l,504
Crystal Park and HP Yakama, Inc. 563 254
Boomtown Reno 944 (863)
Boomtown New Orleans 8,452 6,899
Boomtown Biloxi 3,713 2,519
Casino Magic Bay St. Louis 6,210
Casino Magic Biloxi 7,044
Casino Magic Bossier City 8,375
Casino Magic Argeniin11 2,172
Hol!ywood Park Race Track (1,719) (l,764)
Turf Paradise, Inc. 2,581 2,4~6
Hollywood Park, Inc.~ Corporate (4,609) (2,303)
35,912 8,682

HOLLYWOOD PARK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (continued)

(in thousands, except per share dara)

Three Months Ended


March 31,
1999 1998
(unaudited)

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

Interest expense 14,491 3,661

Income (loss) before minority

interests and income taxes 7,347 (2,003)

• I

Minority interests· Casino Magic Argentina 458

Income tax expense {benefit) 2,756 (769)

Net income (loss) $4,133 [1,234)

Per common share;

Net income • basic $0.16 [0.05)

Net income • diluted $0.16 [0.05)

Number of shares - basic 25,800 26,276

Number of shares· diluted 25,800 26,276

HOLLYWOOD PARK, rNC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in ihousands)

Three Months Ended


f\.1arch 31,

1999 1998

(unaudited)

A~sr.t'!:
Cash and short-tenn investments $\ 07,989 $47,413

Other assets 251,727 241,014

Fixed assets 602,331 602,912

Total assets $962,047 $891,339

Liabilities and Stockholders' Equity

Other liabilities $106,565 $117,428

Notes payable 616,709 539,183

Total liabilities 723,274 656,61 I

Minority interests 3,646 3,752

Stockholders' equity 235,127 230,976

Total Ji3bili1ies and stockholders' equity $562,047 $891,339

SOURCE Hollywood Park, Inc.


CONTACT: Paul Alanis, President and COO; Bruce Hinckley, Senior VP and CFO, both of Hollywood Park, Inc.,
310-4 t9-1501; or Genera! Inquiries, Paul Goodson, 310-442-0599, Analyst Inquiries, Kathy Brunson, 312-266-7800,
Analyst Inquiries, Sue Dooley, 4 I5-986-1591, Media Inquiries, Michaelle Burstin 310-442-0599, all ofThe Financial
Relations Board

CORRECTION-DATE: May l l, 1999, Tuc-sday


.I

, 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

Liabilities and Stockholders' Equity


Other liabilities $ l 06,565 $I I7,42&
Notes payable 616,709 539,183
Total liabilities 723,274 656,611
Minority interests 3,646 ),752

Stockholders' equity 235, 127 230,976


Total liabilities and stockholders' equity $962,047 $891,339
~·May II/
(HPK)

LANGLIAGE: ENGLlSH

LOAD-DATE: May 12, 1999


Page 14
. I
I
FOCUS - 14 OF 62 STORIES

Copyright 1999 PR Newswire Association, Inc,


PR Newswire

August 24, 1999 1 TUesday

SECTION! Financial News

DISTRISU'l'ION: TO BUSINESS EDITOR

LENGTH: 981 words

HEADLINE: Mandalay Resort Group Reports Second Quarter Earnings

PAT~~ltl"E: Ll\.$ VEGAS, Aug, 24

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.

Every property or operating unit in the company generated


positive comparisons in operating cash flow (EB!'l'DA) against the prior year 1 s
results for the same quarter. In Las Vegas, Mandalay Bay, in its first full
quarter, recorded nearly $19 million in operating cash flow -- a performance
that ~as negatively affected by a sub-par win percentage in its table games.

For its part, Luxor continued to ptoduce operating caah flow at a


record pace, $26.8 million versus $24.3 a year ago. Excalibur posted
approximately $20 million against $18.7 million and Circus Circus~Las Vegas
turned in $1B.3 million against $16.6 million. At Monte Carlo, a 50/50 venture
with Mirase Resorts, operating caah flow rose to $20.4 million from $19.G
million in the quarter last year. Improvements in cash flow at these properties
were mostly attributable to strong visitor counts to Las Vegas, which drove
occupancy rates and room rates.

In Reno, the company generated a total of $17.l million in operating


cash flow (including its share 0£ Silver Legacy) against $14.B million in the
like qua:r:ter last year and, in Laughlin, the company• s two properties posted
an upturn in operating cash flow to $7.~ million from $7.4 million.

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

rise with the introduction of its temporary casino ~n Detroit as early as


the current quarter.

Mandalay Re~ort Group owns and operates lL properties in Nevada:


Mandalay Bay, Luxor, Excalibur, Circus Circus, Slots-A-Fun in Las Vegas; Circus
Circus~Reno; Colorado nelle and Edgewater in Laughlin; Gold Strike and Nevada
Landing in Jean and Railroad Pass in Henderson. The company also, operates
Silver City in Las Vegas; owns a SOl interest in Silver Legacy in Reno and owns
a SO\ interest in and operates Monte Carlo in Las Vegas. The company also owns
and operates Gold Strike, a hotel/cosino in TUnica County, Mississippi, and owns
a sot interest in and ope~ates Grand Victoria, a riverboat casino in Elgin,
Illinois.
MANDALAY RESORT GROUP
Condensed Consolidated Statements of Income
{Dollars in thousands, except share data)
('UNAUDITED)

Three Months Ended Six Months Ended


July 31, July 31,
1999 1998 1999 1998

Revenues $516,181 $384,661 $987,440 $'741,G23


Costs and ex,Penses 4:'.14 ,4Sl 310,492 792,48). 600,267
Operating profit before
corporate and preopening
expense 91,730 74,169 194,959 141,356
Corporate expen$e 8,330 S,OG4 15,450 14' 192
Preopening expense 4,270 37,BBO
Income from operations 79,130 66,105 141,t'.>2.9 127,164

Interest expense (46,013) (37,359) (90, 010) (71,4'18)


Capitalized interest 1,768 9, 891 9,4S6 17, 027
Net interest expense (44, 245} (27,468) (S0,554) (54. 451)
Other income 1, 3 76 1,406 2,613 3,124
Income before income tax 36,261 40,043 G3,6SS 75,837
Income tax 12,630 14,758 22,918 28,945
lncome before cum1.1lative
effect of a change in
accounting principle 23,631 25,285 40,770 46,892

Cumulative effect of a change


in accounting for preopening
expenses, net of tax
benefit of l,843 (21,994)
Net income $23,631 $25,285 $18,776 $46,892

Basic earnings per share $0.26 $0.27 $0.21 $0.49


Diluted earnings per share $0.2G $0.27 $0.20 $0,49

Average shares outstanding


(basic) 90,862 1 117 95,129,383 90,703,869 95 1 126,110
Average shares outstanding
(diluted) 92,368,423 95,135,119 91,999,602 95,136,667
Page 16
PR Newswire, August 24, 1999 FOCUS

SOURCe Mandalay Resort Group


CONTACT: Glerut Schaeffer of Mandalay Resort Group, 702-632·6710
LANGOAG£: ~NGLlSH

LOAD•DATE: August 25, 1999


Copyright 1999 PR Newswire Associa'.tlon, [nc.

PR Newswire

Februar-y 16, 1999, Tuesday


I
SECT[ON: Financial News

DISTRIBUTION' TO BUSINESS EDITOR

LENGTH: 1051 words

HEADLfNE: The Sands Regent Announces Improve<! Fiscal 1999 Second Quarter Earnings

DATELINE: RENO, Nev., Feb. 16

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)

Three Months Ended Six Months Ended


December 31, December 31,
1998 1997 1998 1997

Consolidated Financial Report

Revenues $13,208 $13,510 $27,350 $28,852

Income (Loss) from Opera! ion (31 $) (I ,437) (619) (957)

NeJ Income (619) (J,255) (1,102) (l,226)

Nets Income (Loss) per Share (,14) (.28) (.25) (.27)

Weighted Nun1bcr of Shares

Outstanding 4,498,722 4,498,722 4,498,722 4,498,722

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

The Sands Regency (685) (938) (631) (58)

Copa Casino 370 (499) 12 (899)

Net Income (Loss)

TheSandsRegency (659) (810) (809) (410)

CopaCasino 40 (445) (293) (816)

Operating Cash Flow (EBITDA) (a)

The Sands Regent 70 (112) 915 1,589

Copa Casino 675 (192) 657 (292)

(a) Earnings before depreciation, interest and taxes

SOURCE Sands Regent


CONTACT: David R. Wood, Executive Vice President and Chief Financial Officer of The Sands Regent, 702-348·
2298; Or Dilek Mir, Vice President of Coffin Communications Groiup, 818-789-0100, for The Sands Regent

LANGUAGE: ENGLISH

LOAD~DATE: February 17, 1999


Pages

2ND STORY of Level l printed in FULL f¢rTPat.

Copyright 1999 N.Y.P. Holdings, Inc. All rights reserved.

The New York· Post

November 2, 1999, TUesday

SECTION: All Editions; 1?9. 041

LENGTH! 338 words

HEADLINE; 'l'RUMP PLAYING WITH A STACKED DECK? ftEVJ;:NtJ"J;: VALUE IS QUESTIOt-n;;D

BYLINE: JESSE ANGELO

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 questionable accounting was first reported in Barron's.

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.

Levin said he did not know if it was a genuine mistake or a conscious


deception, but it showed that 11 eveeyone is not: on the same page over there."

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.

"There was nothing disingenuous that occurred," he said. "l would


characterize it. as a mistake and a very honest one, n

LEXIS'·NEXIS' LEXIS'· NEXIS' LEXIS'· NEXIS'

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

.' LOAD-DATE: November 2, 1999

LEXIS'· NEXIS' LEXIS'· NEXIS' LEXIS'· NEXIS'

' '' .l

'I
l l
UNITED STATES OF AMERJCA
Before The
l) SECURITIES AND EXCHANGE COMMISSION
Northeast Regional Office

ll
11 In the Matter of

II Trump Hotels & Casino Resorts, Inc.


Case No. MNY-6625

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

Attorneys for Trump Hotels & Casino


Resorts
J OF COUNSEL:

J Richard L. Posen
Thon1as H. Golden

Andrew 1\1. V/asserman

J
CONFIDENTIAL TREATMENT REQUESTED
, l

,_,.
' I

UNITED STATES OF AMERICA

Before The

SECURITIES AND EXCHANGE COMMISSION

Northeast Regional Office

' !

-------------------------------------------------------------- x

In the Matter of

Trump Hotels & Casino Resorts, Inc.


Case No. MNY-6625

WELLS SUBMISSION FILED ON

BEHALF OF TRUMP HOTELS

& CASINO RESORTS, INC.'

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.
' I

'"; '
793908.5
.!

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

. I termination of the All Star Cafe at THCR's Taj Mahal Casino.


I

That the numbers in the Earnings Release are accurate and that the accounting of
, I
. I
.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

subsequent press release.

THCR respectfully submits that proceeding under Rule !Ob-5 would be

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
, I

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.
'I
,I
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
, I

d 793908.5

', I'
\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

not be granted by a district court.

IL
BACKGROUND
A, The Relevant Parties,

THCR is o publicly~held Delaware corporation. Through various subsidiaries, it

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

financial operations are centered in Atlantic City.

. l(b){6,i.(bJ(7J.~C)
2
(bj(&),{b)(7)(C)

-5­
·~.'

793908.S
' I
{0)<6 ).<b){7HCl
; ~

, I

, I'
' '
3.
l(b)(6) (b)(7)(C)

l(b)(6),(b)(7)(C)

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' I
ro1101.101{1)l-.)

.' I
(tiHti),(b):1 JjC)

. I

. I
' 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
' I

..
l '
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

continued operating at the Taj Mahal.

Eventually, those discussions tun1cd to the possibility ofTHCR's acquiring the

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

that the All Star Cafe has requested to have its


lease terminated, In consideration for the termination, the All Star
Cafe would be willing to confer title to approximately $23 million
worth ofleasehold improvements to the Taj .... We have been
asked to advise the client on the appropriate accounting for the
transac.tion.

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.

-7­
, I

A.." '
793908,S
'I

'i (00010 (emphasis added.))


1

' I

' 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

personal property. (See App. Ex. A at p, 1L)

In light of Arthur Andersen's advice that THCR should record as operating

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
' '

Gain as operating revenue in the third quarter of 1999. THCR's accounting treatment of the All

Star Gain is not disputed by the Staff.

Certain THCR officials, including (b)l6J.1bJ(7HCI


~~~~~~~~~~~~~--J

,( ).( ) '(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

World's Fair Casino in Atlantic City. (See iJ!.)

D. THCR Decides To Change The Foqnat Of Its Earnings Release To Match Its
Competitors. Without Considering The Impact Of The All Star Gain.

Historically, THCR announced its quarterly results to the public through an

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

-9­
' I
I

'" 793908.5
' '
I I
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

THCR's competitors could glean important aspects ofits business strategy.


' '
By comparison, by the third quarter of 1999 most ofTHCR's competitors had

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
~.I
793908.S
I I
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
' I

,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)

certain personnel there, mcludmg'-_ _ __, L ___ secision, (00028-00035.)

(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)

1ormats; in ee;;::'c;':;:;:;;::;;;::~ as not aware o e accoWlting treatment o e gain.

. 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.

In mid~October 1999,.cl\b__ _·_ _'_(c__ _ _ _ _ __,µiscussed the possibility of


1161 16 11 1 1

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

-12­
' I
l,i
793908.S
i'
I
' ' 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

the Earnings Release's presentation of the Company's financial infonnation. (00103-00107.)

The Ean1ings Release was accurate. It accurately reported THCR's consolidated

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

-!)­
1

793908.$
' I
.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
' '

• 1bH6J,{bH7j
The Earnings Release also quoted iC) s stating that THCR '"succeeded in
' ''
i ' ' achieving positive results., in the following categories:

• increasing operating margins;

• decreasing marketing costs; and

• increasing cash sales from non~casino operations.

(00103.)

The Earnings Release's statements about the Co1npany's achieving positive

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.

-14­
' I
)
7939085
:I
.' ''
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

prepare for the issuance of THCR's quarterly financial statements. ~rb_"_J-'b_•_t?_Hc_,_


6
_.;)tr. at 13-17,
47,) During that time~\bl( 6 ) (b)\
7
JCCJ feccivcd a copy of the draft Earnings Release from
Inoticed that it did not mention the
l
(b).:6).{b)(7]{C)
THCR 's New York office. Upon reviewing it,
• • .• l.:b)(BJ,(bl(7J{C) I .
All Star Cafe gain, and assumed that, consistent Wltt4 prev1ously·exprcssed

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.

First, \Vhateve ~rbJ'6)


.,,.,·b)<7 J·,·c·J frivate thoughts might have been, his testimony

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

taken strong action to cause such a decision to be reversed or overruled. Significantly,..._


\7 J(C) _ _,
(b)(6) (b)

(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.

Finally, we believe tha~(bH&iJb)(iHCl h.vas simply mistaken when he suggested that


ft ay have toId h"tm that .:c1 {bH6J.<bJ(7J
as resisting the idea of disclosing the All Star
I
Gain in the IO·Q.. l
(b)(6) (IJ){l)(Cj

~~~~~~~
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

the All Star Gain in its third quarter 10-Q.

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

~but it \Vas our cash sales [that] increased dramatically and


~as all that. .
(Jg.)

\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)

gaming revenues 1c) aid:

• (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
=~~~~

j1 5 l\ 61 ·'b!i7l~CJ ~irectly with questions on speCific aspects of THCR 's results:

0 f course if you have any questions you can ca11l;~::~\' bi I


1

(~)\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:

[THCR] reported 3Q:99 EBITDA of$106.7 million cnrnpared


with $90.6 million in the prior year. Results v.·ere v-.relt above our
estimate of $91.0 n1illion, thanks to strong numbers at all three
Atlantic City properties. However, the large variance from our
estimates combined \Vith the lack of the usual detail that
accompanies a Trump earnings relea5~J:~-~§_ys several questions.

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.

(00254; emphasis added.)


6
Also during the morning of Tuesday, October 26, l 999fbH l.ibJ{J)lC) lhaving
'--;J,::,l:;;,,::,,::b,:;, : 11c;:'1_ _::_I
l(b)( 6~ (b)( 7)(c,I lfrom New York, received a message thaq rf
Bear Steams had called the previous day ibJ(O).(b)iJJ(CJ retumedl 1b)(i\J.(b){tJ(CJ lcall, and in that

-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:

'I'hese strong results puzzled us as casino revenues, as reported by


the New Jersey Casino Control Commission, declined by $12.l
million during the quarter from a decline in table games volumes
and a difficult hold con1parison.

(00280.)
fbll 61 ·161(1J(C) fhen reported the fact and implications of the All Star Gain:

We recently learned that the increase in net revenues and EBITDA


at the Taj Mahal were the result of a non-recurring gain....
[O]ther revenue this year increased to $23.4 million from $5.7
million last year. The increase reflects a $17 million gain that
resulted from the abandoruncnt of the All Star Cafe to the
[C]ompany by Planet Hollywood [ntcmational. ... Adjusting for
this onc~time gain, EBITDA for Trump AC in the third quarter was
$65.0 million, down from $70.4 million in the prior year and only
slightly ahead of our $63. l million forecast.

C!s!J

The next morning, October 28, 1999,r


5
i·:6'i,:bi(
7
J(CJ ff Deutsche Bank issued a

research report which also discussed the All Star transaction. (00256-00260.) Notwithstanding

this additional infonnation about the All Star Gainf


6116
J.(bJ.:ii<C) ~hen reiterated her "market
perfonn" rating on TI-ICR1 s stock, the same rating she gave the stock in a research report she

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,

1999, submitted herewith as Exhibit E to the Appendix.)

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

haven't given it to me yet." (Id.)

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) ~--~

( )(6).(b)( )(CJ ,l:b)(6),(b)(7)(C)


Tr. at 61; r. at 60·61.~
~----~ ~-----------'
''
did just that) and over the courSe of the next several days personally contacted those analysts.

' ' J(b)(6),(b)(7)(C)


In add 1t1on~._ _ _ _ _ _ _ _ _ _ _ _ ___,decided to accelerate the
I
filing of THCR's 10-Q, in which, as had been planned even, before the Earnings Release was
• • • ib){6),ib)(7)(Cl T 6 (b)(6),(b)(7J(CJ
issued, the All Star Gain would be broken out and d1scus,scd.~----' r. at 7_ _ _ _~

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

days before it \Vas due. See App. Ex. A.

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

they are issued. @;£ i;!.)

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.

In addition, there is no basis to suppo1t the issuance of an injunction. There is no

' 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

commence1ncnt of a lOb-5 action could have such effects.

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

directly from the misstaten1cnt 1 or both.

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

in profits based on their advance knowledge of an impending takeover. Specially, the

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.

Alexander. ct aL. 00 Civ. 7290, (S.D.N.Y. filed Sept. 27, 2000)).

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

the $17.2 million All Star Gain.

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

ofLivent, Inc., to falsify revenues reported to the Commission by improperly recognizing

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

before it was issued.3

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

any subsequent press release or any SEC filing.

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

respectfully disagree that a 10b~5 claim could be stated.

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 v.rould be filed just a few weeks later.

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

viewed as a document that presented a misleading picture ofTHCR's financial perfonnance .

• 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

analysts asked for specifics on THCR.'s revenues.

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

corporation] or any of its insiders1').

-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,

1130 (2d Cir. 1994).

I 2. The Eam1ngs Release Did Not Contain Any Misstatement Or Material Omission.

The Earnings Release contained no misrepresentations. The Earnings Release

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·

.'

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.

First, SAB 99 refers repeatedly to misstatements of items in a registrant's

financial statements. There were no misstatements in Tl·ICR's Earnings Release. THCR

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
' !
:.1
793908.S

.' In addition, SAB 99 speaks primarily to instances in which a "quantitatively :,mall

(!&., 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

from an overall assessment ofTHCR's future prospects.

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

analysts, and therefore no IOb-5 liability.

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

such a claim would be without legal or factual basis.


, I
First, THCR took reasonable and adequate steps to corr~c;t any misimpressions
I that arose from the Ear11ings Release. It did so by contacting the various analysts v,.·ho followed
I
the Company and discussing with them the All Star transaction. THCR officials took the view

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.

-32­
!

.J
793908.S

Because THCR's discussions with analysts succeeded in educating the market as

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'

in the mindS of investors as a continuing representation.");~ also Ross v. A. H. Robins Co.,

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

prohibited by the Commission).

.)).
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

Regulation FD explicitly states:

No failure to make a public disclosure required solely by § 243.100


shall be deemed a violation of Rule 1Ob-5.

243 C.F.R. § 102.

D. There Is No Basis For Injunctive Relief.

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

Estate v. Schwartzberg, 917 F. Supp 1050, 1064 (S.D.N.Y. 1996).

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

be able to obtain injunctive relief against 'fHCR.

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,

-34­
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.

Finally~ the Commission should remen1ber that an order enjoining future

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

-)l­
''
'! J

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.

Daled: Ne1;v York, Ne\v York

September 29, 2000

Respectfully submitted,

787 Seventh Avenue


New York, New York 10019
(212) 728-8000

Attorneys for Tromp Hotels & Casino


Resorts
OF COUNSEL:

Thomas II. Golden


Andrew M. Wasserman

-36·
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..

WILLKIE FARR&GALLAGHER TtlOM.\S H. GOLDEf'


7 l2 728 SGSi

787 Sc1·emh Av~nue

New \Ork. NY lOrll o-G0'.>1


Td· 212 12s .~ooo

fJ<:~12728Sll1

December 17, 2001

BY HAND

United States Securities and Exchange C-ommission


450 Fifth Street, N.W.
Washington, DC 20549

Re: Trump Hotels & Casino Resorts, MNY 6625


Dear/1bJo:i5UbH7Jo:Cl I
Ad'b)d§.J.<bJ)J(C) !suggestion, I am sending you seven copies of a supplemental
Wells submission on behalf of Trump llotels & Casino Resorts, Inc. in connection \.vith the
referenced matter. Please accord this submission confidential treatment pi.:irsuant to 17 C.F.R. §
200.83.

<bJ(6J,(bll7liC)

Enclosures
cc: )lbJ(6).(b){7J(CJ l(w/enclosures)

Nt;W Yo1u1; WASH!NCTOI'/, DC PA~l$ LONDON M!tA.S ROME F!>...~t-lt::fURT


December 14, 2001

The Honorable Harvey L. Pitt


The Honorable Isaac C. Hunt, Jr.
The Honorable Laura S. Unger
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Dear Chairman Pitt, Commissioner II unt and Con1missioner Unger:

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.

l greatly appreciate your understanding of this matter.

Thank you.

THE TRUMP ORGANIZATION

725 FIFTH AVENUE· NEW YORK, N. Y.10022 212 · B32 • 2000 FAX 212 • 935 • 0141

'
f, ,,- '

\VILLKIE FARR & GALLAGHER W.tGHAf! R. YOL:l':G


Jl2728S2~D

787 Scvct\!h Av~our

l'\ew York. NY !001?·60~9


ld: 2 11 :ns sooo
fl,x; 212 71S Sill

FOIA CONFIDENTIAL TREATMENT REQUESTED

December 14, 2001

The Honorable Harvey L. Pitt

The Honorable Isaac C. Hunt, Jr.

The Honorable Laura S. Unger

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re: Tntmg Hotels & Casino Resorts, MNY 6625

Dear Chaim1an Pitt, Commissioner Hunt at1d Commissioner Unger:

I \vrite to urge the Commission not to approve the commencement of

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

innocent employees and shareholders.

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

NEW YORK 'WASH!i-:CTOI\, DC PAI!.\$ LOl'DON MlLAN ROME f:RANKFUR'r


The Honorable Harvey L. Pitt
The Honorable Isaac C. Hunt, Jr.
The Honorable Laura S, Unger
December 14, 2001
Page2

"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.
' ..

The Honorable Harvey L. Pitt


The Honorable Isaac C. Hunt, Jr.
'fhe Honorable Laura S. Unger
December 14, 2001
Page 3

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

includin~ during the investigation's informal phase. Fina.llyJibH 6i.lbli 7HC) ).


111>1161.lbUilCI lmade the decision to issue the Release in the fom1 it took/ji)i@J
llbl(6),(b)(7J(C) IThe Commission's use of the most powerful weapon in its
regulatory arsenal would in effect 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.
The ramifications and potential publicity surrounding the commencement of a 1Ob~5

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

cc: Mr. Donald J. Trump


(b){6J,{bJ(7)(C)

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
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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

PLEASE DELIVER IMMEDIATELY

rbii6\.ibH7.1(CJ
FAX TO:

FAX#:

PHONE#:

FROM: 11bi1611b117;1c)

(bi(6i lb)(7i(Ci
PHONE#:

FAX#:

DATE: February 25, 2002

NUMBER OF PAGES, INCLUDING THIS COVER SHEET: ~2-

MESSAGE:

. l .•
~(b)(5J,(bJ\7){C)
02/25102 12: 37
DIR REG OFC ors ..,. .,. . NORTHEAST REGIOJ\' ~002/002

January 28, 2002


.
'

Mr. Harvey Pitt


Chairman
Securities & Exchange Commission
450 5111 Street 1'1\V
Wa<bington, D.C. 20549

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

THE TRUMP ORGANIZATION


725 FIFTH AVENUE' NEW YORK. N. v.10022 ~11!. 832' 2000 FAX 212. sa&. (1141
ICNITED STATES
SECURITIES AND EXCHANGE COMMISSION
NORTHEAST REGIONAL OHICE \\-'llmk'S DlllECl JllA.t,
233 Broadway l{b)(6) (b){7)(C) I
Ne'\'\' Yor~ N.Y. 10279

November 6, 2001

VIA FEDERAL EXPRESS


Richard Posen, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019

Andrew J, l,evander1 Esq.


Swidler Berlin ShereffFriedman, LLP
405 Lexington A'(enue
New York, N.Y. 10174

Re: Trump Hotels & Casino Resorts, Inc. CNY-66251

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

SECURfTIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE ACT OF 1934


Release No. I , 2001

ACCOUNTING AND AUDITING ENFORCEMENT


Release No. I , 2001

--- --- - ---- - - - -- - - - - - -- - ----- - -X

Report of Investigation in the Matter of

TRUMP HOTELS & .


CASINO RESORTS, INC. and
NICHOLAS L RIBIS

.. '. .. - ... --X

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

THCR is a publicly~held Delaware corporation. Through various subsidiaries, it owns


and operates the Trump Taj Mahal Casino Resort (the "Taj Mahal") located in Atlantic City, New
Jersey, as well as other casir10 resorts. THCR and its subsidiaries file reports, including their
financial statements, on a consolidated basis. The Company's 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 e.xecutive offices are in New York City, and its business and
financial operations are cent.ered in Atlantic City. Nicholas L. Rihis, 56, was, from June 1995
until June 2000, President, Chief Executive Officer, and a director of THCR.2/

The All Star Gain

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.

The Earnings Release

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:

3"' 0 1998 3" 0 1999 Per Release 3" Q 1999 excluding


All Star Cafe Gain
(In thousands)

Revenues $397,387 $403,072 $385,872

Net Income $ 5,312 $ 13,958 $ 3,075

EPS $ 0.24 $ 0.63 $ 0.14

Preparation of 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.

Publication of the Earnings Release and the Fallout

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,

III. 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 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."

To violate the antifraud provisions, a misrepresentation or omission must be material,


meaning that a reasonable investor would have considered the misrepresented or omitted fact

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

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE ACT OF 1934


Release No. I , 2001

ACCOUNTIKG AllD AlJDFfING DWORCEMENT


Release tfu. I , 2801

-------------------------------X
Report of Investigation in the Matter of

TRUMP HOTELS &


CASINO RESORTS, INC. and
NlCHOLAS L. RIBIS

-- -· •••••••• - •• ----. - •• - -- •• - - -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-

. ·t:f'.iilJhe.. COID _. operating_Be_rforrn_an~e: The Release failed to disclose.


however, that the p10 fut 1naC6 rTIQa~f~Jriiffi~11'.9"u~He!fM net 'income included a one-time
1

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

THCR is a publicly-held Delaware corporation. Through various subsidiaries, it owns


and operates the Trump Taj Mahal Casino Resort (the "Taj Mahal") located in Atlantic City, New
Jersey, as well as other casino resorts. THCR and its subsidiaries file reports, including their
financial statements, on a consolidated basis. 'fhe Company's common stock is registered with
the Conunission pursuant to Section 12(b) of the Exchange Act and is traded on the New York
Stock f.:xchange. l'he Company's executive offices are in New York City, and its business and
financia] operations are centered in AtJantic City. Nicholas L. Ribis, 56, was, from June 1995
until June 2000, President, Chief Executive Officer, and a director of THCR.y

'Fhie .\II Star Gain

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.

The Earnings Release

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

non-casino operations. In the Release, Ribis was quoted as saying:

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.

Whwh of the Company's statements in the Release ~b!~~rl literally true,


the Release taken as a whole was misleading. The Release medfouted ~ fs!lllli! numbers that
expressly excluded the one-time charge and rt-highlighted the Companyis increased operating
margins. decreased marketing costs, and increased cash sales from non~casino operations, white
failin&ifuhf'&li.ii'.tto disc.lose the impact of the one-time gain.QI Thus, the Release created the
· ·atSC~ahtl·misJCa i · impression that TIICR's tld1d-quaitc1fiillif_§(farte1 resuJts had
exceedcii ana!_Y.~~ts' expectations solely because management had been effective in improving the
Company's ' '·-ra.tiri'. performance ..~/
0

The table below illustrates the impact of the one-time gain on the trends reported Jn the
Earnings Release:

3"'01998 ~~ 3"' Q 1999 Per


~Rfooe4"lc".t"'SC..,.__ ___,3m~
All~Star Caf6

(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

l"~et l11eou1e $ 5,312 $ 13,958 $ 3,075

EPS $3851'8&2
@hi'.i8 ~-:~·2Q,~§2 Uo6.666 !t:'.Jl9~429
.......
nc m '"' 0-i~',World'.
' I'
,..~

··--···t.:rf··t:oSt· -&- n s:375 AA


22.0066l w' 4,80il
~~-,n~I~t.iV_~~~f~~1:~~,
~p;,~;~1~::Aecotrn11ng
c1pltz

$ 0.24 $ 0.63 $ 0.14

P~eparation of 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 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

.§/ The $14 million net-income-before-World's-Fair-closing-costs figure touted,in the text of


the Release is the result of a 36% reduction to the $22 million income figure to account
for the minority interest held by a limited partner.
f6R'(vi§l1fJ'Yfifbfit~tl::th~~ti~lf:7~ Although the f6£t{'if;'ffi11Release used tl1c Q£Q fuw.@; 11et i11cou1e
figttte, which cxp1essly!:\,~#A,d~1.:.0_1;~-~~1,i1: :y~11~·-:,~?M:~~~~~;i!4g~.i@&~i~~l'.f~
1

that ~~I\ p1 o fo111 oa 11etptesented 11\c(fl1\e i!:ief6re_the-.8'ne:'ttiM:Charae£ibus cfeliMljftH!Mmpress1611


ihft11SU "h income reflected solelrthe results of on,,,,going operations, nelther the text-of-the
Release_~~ ~,£~?,n.1,P,~.~?'j}l¥_\inanc_i~~J data disclosed the existcucc 01 bnpact of the one-time
gainl!Win·tbeAilIBilif'.Chletttansac1ioD.­

Publication of the Earnings Release and the Fallout

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'·''"''','' .,,,.,. ,.,.. .
;·w· ·"~f'"':iii&
i il.11! ...Y.l-~:'"~J.J.DA
,.,~,~

,. M'"••tl'.tnshlit!&Pnff< .·· ·"""··tr·'·


·~~'::1J.11-tl ...m\H~!i.1U ..QJ:!tt\!t\QXt.a..._JlJJt t he one-time


,.,_.~,,_.,,,...,,,.

· ga1n;tg;,.,
· m··~m~··
. . ,J.f;
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."

To 9iolate the a1itif1attd p1o•isitJns. a n1is1ep1eM::utatiou 6101nis!lio111nu:11t be niatcdal,


n1etr11i11g t11at a 1easo11able i11 uesto1 wottld l1ave eo11sidc1ed tl1e 111is1ep1ese11ted ox 0111itted fMt
i111po1ta11t ~vlic11 decidi11g wlictl1c1 to btl), sell 01 hold the seculitics in qucstio11. Sec Dasie lnc. v.
Levinson, 485 U,S. 224, 291-32, 108 S, Ct 998, 983 (1988). Tu constitute a violation, the
anatcdal n1isstatc1nc11t 010111issiyu1uust be 111adc with scic1ttc1. Aatou v. SEC. 44:6 U.S. 680,
701=02, 100 S. Ct. 1945, 1958 (1980). Scientc1 is dcfi11cd as "a 111crttal state eu1b1aci11g iot\,11t to
deeei•e, 111a11ipolnte, or denoud." Eru" & lllllst •. llochfolder, 425 U.S. 185, 193-9411.12. 96 S.
Ct. 1375, 1381 n.12 (1976).

---''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.

21(a)Report8,wpd Nov 6. 2001


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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

GROSS REV!HUE "4~14 358.1$4 0 0 D 0 0 0 842.MB 0 Uta 11D.722 2fi2.166


0 (Uta) 1.205.75& 0 0 1,211~756 f

l.CSS. PROMOTIONAL ALLOW 48.32() 46.5"5'/> 94.865 2.182 28.475 125.522 ....... ~ - 125.522

I
NET REVENUE

COSTS ANO EXPENSES


3AM!NQ
ROOMS
~000 AND BEV~RA~~
.3ENEMAi.. & AOMI~
t'r:>:lA!:CtAT!ON & AMOP'T
435,894

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

TOTAL COSTS AND EXP 358.797 394.221 0 65 0 0 0 0 753.083 0 15.460 103.D'l9.iiK.501


69 (3.411) 1.065.544 0 0 1.065,544 .,.

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

JOM VE>ITURE AND MINORITY INTEREST

b.OH (1F.176:
i
' 1611

.. ~.::s n.. J0111."" 11:~:-\.!i:.:


oc::)i:!SION =-oe IN·:::::iM:: ~:..y:~
INCOMEILOSS) 8El'OAE

MINORTTY tlTER£$T 6.01C (11i.176).P 0 18.411)


''

0 0 0 0
0

(117.657) 0 111.980)
rne..i
r

(4.&48) (11,560) 168) 0


~241

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

CUM E!'FECT Of ACCTG CHANGE 1~_6201 (S.120) 2.0SS 13.SIS)

NET INCOM6 !LO$$) sa.010 1s1n.17s) .f $0 (18.4'1\ J $1) $0 so


" (S:117.S5TJ SO 11~.IOOh~ IS4.648J\11.560v (1'8! $0 1!1!6.5l3) so ss~.244
f
IS!0.28~,..
0 WT AVERAGE SHARES OUTSTANDING I T 7 T I 1 T ,. r 1 f f f f f 12.195,251
o~
~o
Co
EARNINGS PER SHARE IS4 4:'1

zmo..
~-'
'*
21.o.t...
03:4$ PM

TlMllPAC THCR llCR TlMIP THCR TllCRtfOU) THCRINC


TlllJMP TAJ TllllllP TAC TAC!' TACF I TACF I El.MN CONSOL FIMD HOlDING TRUMP tro MA!lllA EHT!lR ELION CONSOi. THCR INC
~AHAL Pl.AZA TCS Rll1" CONSOi.

13111 •0I 1:113 934


$672.339 SI01.2!! 1198351 1971.945 $971.IU!
31.1111' 26.875
56.'79 12•51 70.930 70.9111
4i,PIS 41 226 13.146 1.297 26.000 110,"3 11044J
11)19 e.94! 24.1100 3.375 939 B3H (3.3751 33,556 33.556
41TJll& 360.1182 0 0 0 0 0 0 831.267 0 3,,75 103~11 NWI 0 11.3751 1,18U74
~-.
0 0 1.18'.81• 1"


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

li~.504 409.461 72.86.'.J 12S.$7i 607.901 607 901


i:•H5'.
11 (lg~ 1C.29~ 2t.356 2 313 23739 2:).739
u 36i 1,.93' 28!00 2473 7.42El 38.199 ae 19~

&! ~':'t. "7:.i. 8€ 124.514 12.499 22.00& 44.844 (3.3751 200.!48 200.5'9

~-.J(I~ 1B 61'1 45.901 195 4.203 12.356 62.897 62 657


0 0 c
0 0 0 129.512 0 ·o i'
315,311 274.141 0 86
'0 12.114 101.1145 112.588
'0 (3.375) 1133.044 0 133.044

0 (861 0 0 0 110,297 0 (9~111 1.411 22.816 126.292 0 125.252 1'


71.3&4 39.D19
' 0

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

~.34' 4.18£ 0 (7.7441 0 0 0 0 (1.2115) 0 113.5261 l4.9S41 114.8!31 0 0 134,547) 0 0 (34,114111

(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)

f 'T 1 1 1" 22.206.428

($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

cOsrs AND EXPENSES


GAMING 85.351 &E 142 113.493 23.900 43.5'9 210 946 210 945
RCQ..IS $ i'3( 3 54, 7276 611 1.042 8.930 8\130
FOOD AND !EVERAGE s.ne ;19
~ 10.037 U323 3.541 14.901 14.00 1

GENERAL & AOMIN 22.00C ~c .22.7 16 IJ.043 6.039 616':' 16.130 11.16$) 71)213 70 21~

DEPRECIATION & AMORt 9 ,..~


HlS1 14.704 77 1 l!Ot 44'4 21.041 2Lii4j
n:lUMP WORLD'S FAlfi CLOSING COSiS ·" 12£ 375 12&.375 128.375 12&.375
TOTAL COSTS AND EXP 126.213 220.69!1 0 16 0 0 0 0 31&,128 0 6,116 33.111 18.116 0 (1.168) 4114.4C!I 0 0 454.405

•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

NON-OPERATING INCOME IEXP·


IN7EAEST INCOME 1£.; se 34-350 33 iSJ 40;2 703 171l2'5 80'9 S.618 4 6J3 2-='6 19~ (9 ;?6\ 1833 1e32
tt-i"!'ERESi EXPENSE .23.40£ .1i.J2E ,3tsoe 133 "'SO· .2.072·, 17031 7C.t:-: i38.S921 IS 618) i6 065, 1l ~:-3·, '13 604' 9 776 155.8761 i5S.8-fl1
Oi~EA NQN.QPE~ATING INCi EX!'' 51 5') 13t'g·, (2S91 125E<·
TOTAL NCJN.OPER 1NqEXP1 (23,.225/ j1~.aeo; 0 12.5511: 0 0 0 0 (37.H31 0 (1.422) (U!Gll (13.411) 0 0 {54.3021 0 0 (54.302,

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

INCOME ILOSSI BEFORE MIN INTEREST

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')

MINDRllY INTEREST ( "


' c c 0
0

0 c 0 0 0 0
0

0 0 0 38.899 3{1.899

CIMI EFFECT OF ACCTNG CHANGE 0 0 0

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

WT AVER SHARES OUTSTANDING 22. 195.25£


() I
I EARNINGS PER SliARE /$3.~4:

~~
1~
---·­ -

mMPHOTELS & CAS1<0 RfS/JfITS INC 21-Q:Ht


CClffSOLDlAml llCOllESTATEME!IT 03"5PM
FOR TIE O\JARTEllTODATE PeAIOO ENDED SEPTEMBER 39. 1198


-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

LESS: PROMOTIONAL AU.OW 18.018 17.767 47.1185 ,i,685


_.-<~

NET llMllVE 16t104 114.751 0 0 0 0 0 0 0 (1,125} 391,381 0 0 397.367

COSTS ANO EXl'ENSES

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

NON-OPERATING INCOM5 IEXPI 0


INTERES' INCOME Z26 14' 34.616 33 750 :t3i9 813 17tl.692J 1236 6.618' 11'3 ,98611 2.019 2.0~~
INTEREST EXPENSE 123 502 1 :11 as~- 136 840H3J.7S0l 12.3791 (8131 70.~ 1~8 4751 156181 (12.8861 9.801 1553901 rSE 390
0
OTHCM NON.OPERAllNG INC1EXP1
TOTAL-R INC(EXP)
Q
123~7&) (11.:'39) 0 llJ241 0 0 0 0
0
13T,239i 0 (1~713) 0 D (53,371) 0 0 (13J7i: '
INCOME ILllllS) BEFORE TAXES. 13.1!19 S.725 D 12.2421 0 D 0 0 16.682 0 ("856) 0 0 0.117 0 0 . I. 11~
ANO JOINT Vf;NTURE

~OSS: I~ JOI~;;" V~Ni'JR: 0 742 742 742

Pr::.ov:s:ON fOF, IN~OME TAXES

IHCCllE ILCSSI BEfOR<


MINOllTY INlCREST

MINOAITY INTEREST

NET l«:OME {LOSS!


13.199

(
(
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

WT AVER SllARES OUTSTANIJOOl 22,1tS.256

BASIC LOSS PER SHARE $0.24


zril§...

" , ,...
• •
j CF-10

ii
{/ "
\. ·y ii
'I

10~441.7751.
3/8

-
TRUNP HOTliLS AltD CASINO RESO'RTS INC
CALCULATION OF EARMMQS P£R 81tAflE

ca• O"' •DON of we.mm:o &yE,RAQE SHAflH QUmJANDfHO ~

TREASURY OIS

TRADE SHARES II DAYS SHARES

S UNOER INTIAL IPO 10.000.000

TOCK BONUS AWAflO 8'6,667

OM STOCK AWAFID ee,668

SHARES UNDER 4117196 IPO 14073 4?3

TOTAL 12/31/99 8 24.20l!..756 145.240,538 .


117 50,000 1 24.156,756 2•.158.756­
118 100~000 1 24.056.756 24,056,758
119 25,000 1 24.031.758 24,031,756
1/10 50.000 3 23,981~7S6 71.945.268
1/13 25.000 1 23,956.758 23,956.756
1f14 56.00() 31 23.900, 7S6 740.923,436
2/14 250,000 4 23,eS0,75'6 94,603,024
2118 100.000 2 23,470,758 4tl,941.512
2120 214.500 \ 23.256.256 23.256.256
2121 60,000 3 23,196,256 69,568.769
2124 70,100 2 23-, 126.156 46.252,312

r 2126 50.000 1 23,076. 't56 23,076,156

"127 20.000 4- 23.056,156 92.224.624

3IS 30.500 1 23.025.658 23.02S.656

314 30,000 1 22.995.856 22.995,958

315 20,000 s 22.975.656 137,853,938

3/11 10,000 9 22.965.659 208,890,904

3/20 8,900 36 22,956,756 826,443,216

4125 150,000 3 22.806,756 68,420,268

412& 25,000 1 22,781.756 22,781,756

4'29 2S,000 3 22,758,756 68,270,268

!512 -21,soo 3 22.,735,256 68.205.788

515 25.000 1 22.710.256 22.710.256

5111 50.000 1 22.660.256 22.660.256

517 25,000 1 22,635,.25'& 22,635,258

518 12,000 1 22.623.258 22.1123.256

5J9 13,000 3 22,610,258 67,.830,768

5112 10,000 1 22.600.256 22.600.256

5/13 15.000 1 22.585,258 22,585.256

5/14 10.000 6 22,575,258 135,451,656

5120 25,000 21 22,550.256 473,555.376

6110 so.ooo 205 22.500.2.5'6 4.812.552,46{)

1.106.soo 365 8,320.1"4.040

WEIGKYED AVEftAGE 9KARES YTtYlD 12131197 22,704,921

TREASURY SHARES 01/01198 1,706,500 4 22.500,256 90,001,024

01/05198 25,000 1 22.475.258 22,475.258

01/08198 25.000 1 22.4!50.256 22.450~256

01/07199 10.000 1 22,440.256 22.440.256

01/08/98 15.000 1 22.425.255 22.425.256

01f12i98 25,000 4 22.400.256 15.601.024

01/14198 205,000 353 22,195,.256 7.834,925.368

WEJGKTED AVERAGE SHARES QTIYTI> 12131198 2.011,000 :365 2a,.203,e12

WEIQKT'Eo AVERAGE SHARES QTI> 9ialll911 2,011,500 92 22.195.256 22,195,259

MET LOSS (IN TMOUSANDSj ($87.470)

BASIC LOBS PER SHARE


1-J
WBQHTED AVERAQE SHARES VTD llJ301H 2.011,500 273 22.195.256 22,195.258

Mn Loa5 (IN THOUSANDSj (Sll9,281l)

8ASIC LOBS PER SHARE


(M.47)
AA00015

CONFIDENTIAL

• -) •·
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AA00016

CONFIDENTIAL

• •
NOV-B'1-iia i:z,2e FROM, rRUHP PL.A:ZA FINANC!Al... OE!F' l0t4.'1177Sl PAGl!

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STATEMENTS OF OPERATIONS
(Dollars in thousands)
(UNAUDITED)

For the three months ended September 30

P.E\~IT....TE~:


Gaming $ 136,424~' $ 148,011
Rooms 11,064 I l,410
Food and Beverage 15,157
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Gross revenues 186,016 180,122
Less Promotional Allowances 18,354 18,018

Net Revenues 167,662 162,104

COSTS AND EXPENSES:

Gamins BS,35 l 84,637

Rooms 3,732 3,868

Food and Beverage 5,318 4,959

General and administrative . 22,800 23,255

Depreciation and amortization 9,012 8,910

Total Costs and Expenses 126,213 125,629

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L..
. ~#,,(. i.AsT YEAR
GAMING REVENUE
"-.. 1· . -­
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

LOOGillG ·:a,270, 738 3,539,557


• FOOD & BEVERAGE 4 ,529, 009 41752.755
EHTERTAillHEHT 226,1561 447, 187
OTHER 101677,310 1,693,571
TOTAL OTHER 26,703,221 I 10,433,070

GROSS REVENUE cg J WSU-, sao l. 59,174,494


PROMOTIONAL ALLOWANCE (5,2ii0,664).' (5,527,BQS)
I
NET REVENUE &4,670,G16 I 53,646,596
EXPENSES
PAYROLL & BENEFITS
COST OF GOODS SOLO
15, 166, 16a
1,652,719
:t 14,840, 101
1.,645.777
COIN/TABLE COUPONS 4,803,618

I
4,525,000
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
II
-
..

37,142,ns
693,633
1,S75_,797

GROSS Of'ERAT!NG INCOME 24,764,437 I1· 16,503,821

WRITE-DOWN OF CROA BONDS 177.365 198,823


EBITDA
DEPRECIATION & Al'IORTIZATION
INTEREST EXPENSE
24,5871072
2,991,278
7, 799,253
r 16,31>4,998
2,999,926
7 J 834~ 070
INTEREST INCOME (60,832) (S0,265}
INC(LOSS} SEF EXTRA ITEMS 13,.S57J373 5,551,257
NET INCOME (LOSS) 13, S57, 373 5, 551,267

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TRUMP TAJ MAHAL ASSOCIATES

-• STATEMENTS OF OPERATIONS

(DoUars in thousands)
(UNAUDITED)

For the three months ended September 30

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

Less Promotional Allowances 18,354 18 018

Net Revenues 167,662 162,104

COSTS AND EXPENSES:

Gaming 85,.351 84,637


Rooms 3,732 3,868
Food and Beverage 5,.318 4,959
General and administrative . 22,800 23,255
Depreciation and amortization 9,012 8 910

Total Costs and Expenses 126,213 125,629

Income from operations 41,449 36,475

Other oon-oper~ income 0 0

Interest income 183 226

Interest expense (23,408} (23,502}

Net income/(loss), $ 181224 SS $ 13 199

,, 1/

soq0999 AA00044 10/15/99


---• 1r1nt:t.rT1AL
• •
TRUMP TAJ MAHAL ASSOCIATES
STATEMENTS OF OPERATIONS
• (DQl!ars in thousands)
(UNAUDITED)

For the nipe montha ended September 3Q


:,:

·.~

REVENUES:

Gaming $ 381,123 s 388,405


Rooms 29,015 31,604
Food and Beverage 40,,962 41,918
Other 33,114 15,358 '~
Gross revenues 484,214 477,285
!
Less ~onal Allowances 48,320 50,556

'·' NetRevenues. 435,894 426,729

'...- §. --;•._ '


·,-;' -~~- -~ ~~; . t- : -;'
COSTS AND EXPENSES:

Gaming 237,150 236,957

Rooms tl,669 11,062

Food and Beverage 14,373 14,366

General and administrative 68,034 65,776

Depreciation and amortization 27 571 27,204

Total Costs and ExpeDses 358,797 355,365

Income from operations 77,097 71,364

Other non-oper. income 335 0

Interest income 856 1,608

Interest expense (70,278} (70,631}

Net income/(loss) $ 8 010 $ 2 341

,. .7/
soq0999 10/15/95

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• 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.)

Investor Relations Business

Copyright 2000 Securities Data Publishing

Monday, September 25, 2000

Trump T~ies to Live Down Misstatement

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,

"Roughly 4:7 cents of the 63 cents reported was not an operating

Copr. © West 2001 No Claim to Orig. U.S. Govt. Works


9125100 INVRELBUS Page 3
9125100 lnv. Rel. Bus. (Pg. Unavail. Online)2000 WL 8692637
(Publication page references are not available for this document.)

expense but the result of an accounting game," she wrote.

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.

Hill recalls a lot of undue fervor in the investment community


following the release which quickly dissipated during the company's
subsequent roadshow.

"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.

"You have to go on the numbers as they're officially reported. Once


you start looking [for an unusual gain oL charge), it's right ln front
of you, 1' he said.

However, Zappin concedes that Trump s earnings release left a lot to


1

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.

~~-- INDEX REFERENCES ----

Copr. © \\'est 2001 No Claim to Orig. U.S. Govt, Works


9125100 INVRELBUS Page4
9125100 Inv. ReL Bus. (Pg. Unavail. Online)2000 WL 8692637
(Publication page references arc not available for this document.)

NEWS SUBJECT: English language content (ENGL)

Word Count: 624

.9/25/DO INVREI>BUS (No Page)

END OF DOCUMENT

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11129/0l WSJ (No Page) Page 5
l 1/29/01 Wall St. J. (Page NumOOr U03vailable Online) 2001 WL-WSJ 29679233
(Publication page references are not available for this document.)

The Wall Street Journal

Copyright (c) 2001, Dow Jones & Company, lnc.

Thursday, November 29, 2001


Trump•s Casino Concern Will Pay Bond Interest

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

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
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.

---- INDEX REFERENCES ---­

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SUBJECT: Bond News; Debt/Bond Markets; Corpor;;ite Bonda; High-Yield


Issuers; Wall Street Journal; English language content; corporate/Industrial
News; Terrorism; Political/General News; Market News; Crime/Courts (BON M12
COB HIY WSJ ENGL CCAT GTERR GCAT MCAT GCRIM)

MA.RKET SECTOR: Consumer Cyclical; Newsw.ire: End C'ode (CYC NND}

INDUSTRY' CPsinos & G~inbling; All Entertainment & Leisure; Lodging


(CNO t.NT LOD)

PRODUCT: Leisure {DLEl

REGION: New Jersey; North America; United States; United States;


Northeast. U.S.; United St.ates - New Jersey; North American Countries (NJ- NME
OS USA USE USNJ NAMZ)

LAYOUT CODES: Minors (MNO)

Copr. 0 West 2001 No Claim to Orig. U.S. Govt. Works


.

11/29/01 WSJ (No Page)


Page6
11/29/0l Wall St. I. (Page Number Unavailable Online) 2001 WL-WSJ 29679233

(Publicatii;tn page refereQces are Rot available for this document.)

word Co·Jnt: 1 70

11/29/01 WSJ (No Page)

END OF DOCUMENT

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11129101 STLGRN 018 Pages
11129/01 Star-Ledger (Newark N.J.) 0182001 WL 30233087
(Publicatj(lp page re£erences are not a,·ailable for this document.)

The Star-Ledger Newark, NJ


(c) 2001. The Sta~-Ledger. All rights reserved.

Thursday, November 29, 2001

Business

Ready to deal, Trump pays interest

JUDY DEHAVEN

STAR-LEDGER STAFF

Donald Trump, after a nearly monthlong standoff, said yesterday that

his company had made $91 mill.i.on in interest payments, just days before

bondholders could have foreclosed on his casinos.

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.

"This has been portrayed as Trump versus the bondholders," Friedman

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,"

Phil Rosen, a lawyer who represents a majority of the people holding a


$1. 3 billion note backed by Trump Plaza and Trump Taj Mahal, .said his
clients will be willing to talk to Trump now that the payment has been
made. Negotia.tions have not. started.

"'I'he firat stage was the payment of the coupon, 11 he said. "Then we
co1~sider the next stage. 11

Bondholders are preparing a letter to send .to Trump outlining possible


terms.

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.

Most of Trump's bonds have an interest rate of about 11.25 percent, a


relatively high number considering other casino companies pay as low as

Copr. 0 West 2001 No Claim to Orig. U.S. Govt. Works


11/29/01STLGRN018 Page9
ll/29/01 Star-Ledger (Newark N.J.) 0182001 WL 30233087
(Publication page references are not available for this document)

8 percent.

Shares of Trump Resorts rose 7 cents, or 5 percent, to $1.46


yesterday. The stock has risen recently on the notion that Trump would
win concessions from bondholders.

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.

---- INDEX REFERENCES

COMPANY (TICKER) i Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SUBJECT~ Business Stories; English language content; High-Yield

Issuers; Corporate/Industrial News (BZZ ENGL HIY CCAT)

MARKET SECTOR: consumer Cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; Lodging;

Recreational Products & Services (CNO ENT LOD REC)

PRODUCT; Leisure (OLE}

EDITION: FINAL

Word Count: 423

11/29/01 STLGRN 018

Copr. ©. West 2001 No Claim to Orig, U.S. Govt. Works


11129101STLGRN018 Page 10
l 1/29/01 Star~Lcdgcr(Nc,.vark N.I.) 0182001 WL 30233087
(Publication page references are not available for this document.)

END OF DOCUMENT

Copr. © West 2001 No Claim to Orig. U.S. Govt. Works


Yahoo - Trump Hotels to Make Interest Payment Page I of3

"Yll;EIOO[FINANCE D §iteMaP"""'' - Finance Home - Yahoo' - HeiP

l Latest Headlines I Market Overview I News Alerts ]

Wednesday November 28, 3:49 pm Eastern Time


Related Qy_Q!g
PJJ 1.01 -0.01
Press Release
delayed 20 1nins • ~if'isl<t.irfil!I
Quote Data provided by Reuters
'sOURCE: Trump Hotels & Casino Resorts
J______ _j
Trump llotels to Make Interest Payment
NEW YORK--(BlJSINESS WIRE)--Nov. 28, 2001--Basod on the
establishment of a bondholders committee for the purpose of good faith
negotiations between the bondholders and representatives of Trump
Hotels & Casino Resorts (NYSE:DII - n\O.ws), THCR has decided to
make interest payments in the aggregate amowit of approximately $91
million, on:

TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP


ATLANTIC CITY FUNDING, INC. 111/4% Mortgage Notes due May
2006;

TRUMP ATLANTIC CJ1Y ASSOC! ATES AND TRUMP


ATLANTIC CITY FUNDING II. INC. 111/4% Mortgage Notes due
May 2006;

TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP


ATLANTIC CITY FUNDING Ill, INC. 111/4% Mortgage Notes due
May 2006;

TRUMP'S CASTLE ASSOCIATES, L.P. 101/4% Senior Notes due


April 2003;

TRUMP'S CASTLE ASSOCIATES, L.P. 113/4% Mortgage Notes due


November 2003; aod

TRUMP'S CASTLE HOTEL & CASINO, INC. 101/4% Senior Notes


due April 2003, (collectively, the "Bonds")

TI ICR looks forward to the negotiation and completion of a definitive


agreement \Vith respect to the Bonds prior to the due dates of the next
ADVERTISEMENT

http://biz.yahoo.com/bw/OI 1128/282590_1 "html 12117/2001


Yahoo· Trump Hotels to Make Interest Payment Page 2 of3

interest payments on the Bonds. If a mutually satisfactory agreement is


not reached, there can be no assurance that such payments wilt be made
in the future.

The negotiations \Vith the bondholder group \Vas precipitated by the


September 11 attacks on the World Trade Center which, in tum, led
New York State to pass the largest gaming bill in its history.

The Trurnp name, related trademarks and mai1agen1ent continue to


serve the Atlantic City properties well, with the Trump Taj Mahal again
finishing No. I in Atlantic City for the month of October with a ''win''
of $42.1 million. lbis No. 1 finish was achieved notwithstanding the
hundreds of millions of dollars of investment being spent by its nearest
competitors on enlargement, plant and equipment.

Donald J. Trump, Chairman, Chief Executive Officer and President of


THCR. stated .. We are very happy with Trump Taj Mahal again being
No. l in October and likewise the success of our other operations and
arc very mucl1 looking forward to making a deal which will reflect the
economic realities of the present day. We wru1t also to invest in our
facilities in order to keep and even further enhat1ce our current status."

Atlantic City appears destined to take a tremendous economic "hitn


from New York State gambling, far beyond anything ever contemplated
by previous proposals. In order to position it'.: properties for the future~
appropriate \:Oncessions are being sought by T'HCR.

Trump 1-Iotels & Casino Resorts, Inc. is a public corr1pany which is


approximately 42% owned by Donald J. Trump. THCR is separate and
distinct fro1n all of Mr. Trump'~ other holdings.

The Private Securities Litigation Refonn Act of 1995 provides a ''safe


harbor11 for forward~looking statetnents so long as those statements are
identified as forward-looking and are accompanied by meaningful
cautionary statements identifying important factors that coi.ild cause actual results to differ materially
from those projected in such statements.

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

http://biz.yahoo.com/bw/011128/282590 ...J .html 12/17/2001



Yahoo - Trump Hotels to Make Interest Payment Page3of3

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

Oavid Fried,"\\an, 2:12/506-1700

More Quotes and News: Trump Hotels & Casino Resorts Inc (NYSE:DJT - news)
Related News Categories: banking, g'!rnbli_ngi real esti:Jte

Copyright@ 21'.ll)1 Yahoo! Inc. All rights reserved. l?riy_a_cy_f'.'.olicy • J_er_ms_ot_s_~ryj-~

Cnpyright@ 2001 !3l!N!l?.t:~~'-O/!r:e:. All rights reserved. All the news releases provided by Business Wire are copyrighled. Any forms of copying other

than an individual users personal retererwe without eKpress written permission is prohibited. Further distribution of these materials by posting,

archiving in a public web site or database or redistribulion in a oomputer networlt is stri[;l)y forbidden.

http://biz.yahoo.com/bw/O 11128/282590 I.html WWW 12117/2001


11/28/01 STLGRN 055 Page 12
11/28/01 Star-Ledger (Newark N.J.) 0552001WL30232895
(Publication page references are not available for this document.)
The Star-Ledger Newark, NJ
(c) 2001. The Star-Ledger. All rights reserved.

Wednesday, November 28, 2001

Business

Trump may get his way, partly Bondholders ready to deal if The Donald will

pony up

JUDY DEHAVEN

STAR-LEDGER STAFF

Some of the bondholders in Donald Trump's casino company may be

w'illing to negotiate - but only if he pays them first.

In the latest move of a high-stakes game of chicken, Phil Rosen, a


lawyer who represents an ad hoc group of between 15 and 20 bondholders,
said his clients want Trump's casino company to make its interest
payment before they consider a demand for better terms on the note.

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.

"lf he doesn't pay, we 1 11 exercisl'! our ri9hts, 11 he said. "One of them


is foreclosure. 11

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."

Trump Resorts has struggled to make some $220 million in interest


payments on $1.8 billion in debt. Trump said Oct. 31 he would not pay
any interest until bondholders agreed to concessions. The company has
the money for the interest payments, but Trump said the slowdown in
business will make it much harder to pay in the future.

Cope 0 West 2001 No Claim to Orig. U.S. Govt Works


11128101 STLGRN 055 Page 13
11128101 Star-Ledger (Newark N.J.) 0552001 WL 30232895
(Publication page references are not available for this document.)

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

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 after Trump annourlced he wouldn't pay his
bondholders, have climbed to $1.39.

"l don't think that's reality."

One bondholder, who owns $1.6 million worth of Ponds in the $1.3
billion note, said he has no interest in negotiating.

"I have a simple banker's mentality - pay or foreclose," he said.

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.

Still, depending on what Trump offers, Borislow said he might be


willing to negotiate:

'
1
I 'm willing to do a lot of things if he's willing to give me equity. '1

---- INDEX REF£R£NCES ---­

COMPANY {TICKER): Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SUBJEC''!': Business Stories,· English language content; High-Yield


Issuers; corporate/!ndustrial News (BZZ ENGL HIY CCAT)

MARKET SECTOR: consumer Cyclical (CYC)

Copr. © West 2001 No Claim to Orig. U.S. Govt. Works


11/28/01 STLGRN 055 Page 14
11/28/01 Star-Ledger (Newark N.J.) 0552001 WL 30232895
(Publication page referentes are not available for this document.)

INDUSTRY: casinos & Gambling; All Entertainment 6-. T1e.i.sure; r~odging


(CNO ENT LODI

PRODUCT: T~ei sure {DLE}

EDITION: FINAL

word Count: 501

11/28/01 STLGRN 055

END OF DOCUMENT

Copr. C West 2001 No Claim to Orig. U.S. Govt Works


-

.~ '

11122101 NYl'-ABS 2 Page 16


11/22/01 N.\· Ti.mes Abstracts 22001 WL 30649539
(Publitati<1n page references are not available for Ibis d~ument.)

New York Times Abstracts

Copyright (cl 2001 ProQuest Information and Learning. All rights reserved.

Copyright New York Times Company Nov 22, 2001

Thursday, November 22, 2001

ISSN: 0362~4331

Section C

Bondholders And Trump Negotiating Debt TenTis


Riva D Atlas

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.

---- INDEX REFERENCES

NEWS StT.BJE:CT: English language content {ENGL)

EDITION: LATE EDITION (EAST COAST)

Word Count: 93

11/22/01 NYT~ABS 2

END OF DOCUMENT

Copr. 0 West200l No Claim t.o Orig. U.S. (3'0vt. Works


Westtaw Atrached Printing Su1nmary Report


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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.

Request Created Date/Time: Monday, December 17, 200113:40:00 Central


Client Identifier: TRUMP
DataBase: ALLNEWS
Query Text: TRUMP IP BOND
Print Command; Selected documencs,Complete result
Lines: 630
Linc~ Charged: 6)0
Documents; 7
Documents Charged: 0
Images: 0
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11/16101 NATLPOST FPl I Page 18
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(Publication page references are not available for this document.)

National Post
(c) National Post 2001. All Rights Reserved.

Friday, November 16, 2001

Financial Post: World

Trump creditors brace for showdown: Committee formed: Mogul withholding

interest payments on VS$1.7B in debt

Tom Barkley

Dow Jones

NEW YORK - Trump bondholders have formed a creditors' committee and

brought on board a higl1-profile bank:ruptcy lawyer as they prepare to

face off with the casino and real estate mogul, according to people

close to the situation yesterday.

Two weeks after Oonald Trump announced that he is withholding interest


on all of the approximately US$1.7-billion in debt under the holding
company he controls, Trump Hotels & Casino Resorts Inc., bondholders are
showing little sign of simply handing over the better credit terms he
has demanded.

Severll!-1 large holders of the biggest chunk of debt -- US$1.3-bil1ion


in first-mortgage notes under the Trump Atlantic City Associates
subsidiary -- have formed an "informal" bondholder committee, the
sources said.

In addition, they have "informally" retained the services of prominent


bankruptcy lawyer Harvey Miller, a senior partner at the New York firm
Weil, Gotshal & Manges, one of the sources said.

Mr. Miller's office was not immediately available for comment.

Halfway through the 30-day grace period for making a US$73-million


interest payment on the Atlantic City ll.25~ mortgage noteo due in 2006,
which Mr. Trump failed to pay on Nov. 1, bondholders, in the least, have
expressed unwillingness to negotiate until after Mr. Trump pays the
interest due. But others don't see a reason to negotiate at all since
the first mortgage notes give them a strong claim in·a bankruptcy
proceeding.

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?"

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A bondholder on the committee said no consensus has been reached.

Meanwhile, about US$15-million i.n interest was due by the end of


yesterday on US$242~million outstanding of Trump's Castle Associates
l·l.75%' mortgage notes due in 2003, which are backed by the Trump Marina
Casino in Atlantic City.

Several holders of those bonds have also said they are not willing to
negotiate with Mr. Trump.

Mr. Trump was not immed:iately available to comment.

---- INDEX REFERENCES

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc.; Weil, Gotahal & Manges
(t>JT X. WGM)

NAMED PERSON: DQNAI,D TRUMP

KEY WORDS: HOSPITALITY INDUSTRY; HOTELS; CASINOS; E,XECUTIVES; BONDS;


MORTGAGES; SHAREHOLDER RIGHTS; CORPORATE FINANCE; NEGOTIATIONS

NEWS SUBJECT: Management Issues; Managemer1t Issues; Bond News; Debt/Bond


Markets; Mortgages and Mortgage Rates; ShareholderMRi9hts Plans; Shareholder­
Rights Plans; Funding/Capital; English language content; High-Yield Issuers;
Corporate/lndustrial News; Market News; Share Capital (MNT C41 BON M12 MOR
SRP Cl712 C17 ENOL HIY CCAT MCAT C171)

STORY ORIGIN: NEW YORK

NEWS CATEGORY: BUSINESS

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Lodging; Casinos & Gambling; All Entertainment & Leisure;


Law Firms; General Industrial & Commercial Services; All Industrial &
Commercial Serviceo (LOD CNO ENT LAW ICS SVC)

PRODUCT: Leisure (DLE)

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11/16101 NATLPOST FPll Page20
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(Publication page references are nQt available for this document.)

R~'GION: United States - New York; Northeast U.S.; United States;


North American countries; New York; North America; United States {USNY USE
USA NAMZ NY NME US)

EDITION: NATIONAL

word count; 351

11/16/01 NATLPOST FPll

END OF DOCUMENT

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11/12/01 BARRONS 22 Page 21
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Barron's

Copyright (c) 2001, Dow Jones & company, Inc.

Monday, November 12, 2001

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.

The Donald started the scuffle on November 1. He missed a $?3 million


interest payment on Trump Atlantic City's $1.3 billion of first-mortgage
notes,
even though he had enough cash in the till to pay it. Trump would like
bondholders to reduce the debt's coupon, which stands at a hefty 11."25%, push
the maturity beyond 2006, and reduce the amount of debt outstanding. In
return,
the casinos could stay out of bankruptcy, the :reduced interest payment would
quickly resume and T~ump would retain control.

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

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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

drain traffic from Atlantic City.

"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.

Even duYing a booming economy, Trump Atlantic City revenues declined to


$931.2 million last year and an estimated $905.3 million this year from
$939. 4
million in 1999. Cash flow held relatively steady thanks to costwcutting and
an
increased focus on the profitable slot-machine business, says Susser. Cash
flow -- defined·as earnings before interest, taxes, depreciation and
amorti2ation was $178.5 million in 1999, $173.1 million in 2000 and is
estimated to be $177.2 million this year.

Bandholdec-s acknowledge that Trump may be given some equity in a


reorganized
Trump Atlantic City as an incentive to reorganize the company quickly or to
keep his name over the door, one bondholder explains. Trump licenses his name

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to the casinos.

"He'll get something, but it's not going to be a lot," says the investor.

Opines one analyst: 11


r think it is going to be a contentious bankruptcy.
Trump .is a difficult person to deal with and his only leverage is time."
Indeed, Trump contends that a restructuring in bankruptcy could be 11 a long,
drawn-out process that will very badly hurt the successful business we've
created."

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.

Others. contend that a manager with a license c:an always. be hired.

"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.

Any restructuring would be complicated by the various relationships between


Trump's other casinos. Trump Hotels and Casino Resorts is a public holding
company in which Trump owr1s a 42% stake. The holding company owns the equity
of
Trump Atlantic City, T:rurnp Marina (formerly called Trump Castle), also an
Atlantic City casino, and Trump Indiana Riverboat casino, in Buffington
Harbor,
on Irtdi.:;ina's liake Michigan shoreltrie. 'T'he public shares of the holding
company
trade at 1.03 down from 35 in April 1996.

Trump failed, too, to pay the coupon on Trump Castle's $62. million of 10. 25%

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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,

Another p0tential bidder: colony capital, a Los Angeles-based real-estate


investment firm, which earlier this year purchased Atlantic City casino
Resorts
Atlantic City. The vice chairman of Resorts is none other than Nicholas
Ribis,
former president of Trump Hotels & Resorts.

---~ INDEX REFERENCES

COMPANY (TICF.ER): Trump Botels & Casino Resorts Inc.; Trump Organization
IDJT

X.TMP)

NEWS SUBJECT: Analysts' Comments & Ratings of Stocks; Analyst


Comment/Recommendation; eond News; DePt/Bond Markets;
Barron's; Corporate Actions; Corporate/Industrial News;
Corporate Bonda; High-Yield Issuers; Restructurings &
Recapi.taliza.tions; English language content; Earnings
Projections; Performance; Market News (ANL C1521 BON Ml2
BRNS CAC CCAT COB HIY RCN ENGL C152 ClS MCAT)

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: casinos & Gambling; All Entertainment & Leisure; Lodging;


Recreational Products & services (CNO ENT LOD REC)

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PRODUCT: Leisure (OLE}

GOVERNMENT: State Government; U.S. Government Agencies (STE USG}

REGION; New Jersey; North America; New York; United States; Unjted
States; Northeast U.S.; North American countries (NJ NME
NY
US USA USE NAMZ)

LAYO"O'l' CODES: Cover Story (CST)

word Count: 1235

11/12/01 BARRONS 22

END OF DOCUMENT

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(Publication page rc(erences are not available for this document.)

The Star-Ledger Newark, NJ

(cl 2001. The Star-Ledger. All rights reserved.

Friday, November 9, 2001

Business

A $1.0 billion game - The Donald's latest bet is against his bondholders.

It•s

a shrewd play, - and Trump-watchers caution not to underestimate the strategy

JUDY DEHAVEN

S'rAR-LEDGER STAF'l''

The country 1 s heading toward a recession. The casino industry is in a

slump. And Donald Trump says his casino company can't afford to pay its

debt.

Haven't we heard this before?

In the early 1990s, Trump fought bitterly with bondholders to reduce


his casinos• debt payments. The holders vowed to stand firm each time.
And each time, the mogul who penned "The Art of the Deal" and put his
name on casinos from Atlantic City to Gary, lnd., came out the winner.

Trump is at it again, at odds with the institutions and investors who


own $1.B billion in his company's junk bonds.

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.

"People who own these bends are shrewd, intelligent and


well-.r:esearched about Donald, Donald is also s1nar·t, aware, and doesn't
do things without thinking them through."

Trump's latest battle didn't exactly get off on the ri9ht foot.

on Halloween, Trump stunned bondholders with word he would not make


any more interest payments, even though he had the money, until he got
lower rates. The situation was like a homeowner telling the bank it
wasn't making any more mortgage payments until it lowered the interest.

Trump blamed the Sept. 11 terrorist attacks for hurting the gaming

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business and the threat of competition in New York, which is ramping up


to allow casino gambling,

Trump Hotels & Casino Resorts' four casinos barely make enough money

to coveT 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,

Still, it came as a surprise when Trump withheld $74 million he owed

on a $1.3 billion note backed by the Taj Mahal and Trump Plaza.

Trump thinks the negotiations will be easy.

"They (the bondholders) are happy with my results at the casinos," he

said.

That is not what some bondholders say.

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.

Longtime trader Russell Hartranft, who called his $10,000 in 'l'l':"'l.mlP


bonds nsmall potatoes," said he was certain the major noteholders
weren't going to give in.

"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.

hI see a silver lirting if he doesn't pay," he said. "!say let's get


real management. Just give us the keys. Give us the keys. 11

The outcome may not be that simple.

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.

Who blinks first is anyone's guess. Speculation on Wall Street is that

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(Publication page references are not available for this document.)

Trump, after testing the waters, will- make the payment.

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.

Of course, bondholders could alway:<J negotiate. After all, they would


net receive any interest payments in a lengthy bankruptcy.

Sc far, Trump remains defiant.

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.

There is also the matter of cash flow. When evaluating a casino's


financial strength, analysts look closely at casino "EBITDA" - industry
shorthand for earnings before interest, taxes, depreciation and
amortization, The ED1TDA figure is important because interest rates and
taxes ~an vary widely.

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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.

Unlike the quick, pre-packaged reorganization that each of the Trump


casinos went through in the 1990s, Kempf thinks negotiations with
bondholders could be long and contentious this time a~ound.

But Barrack, Trump's friend, warned against counting the venerable


real estate mogul out just yet.

"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."'

~~~~~~~~.,..,,-~Judy DeHaven covers the gaming industry. She can


be reached at jdehaven@starledger.com or (609) 348-1934.

-~ INDEX REFERENCES ---­

COMPANY (TICKER) 1 Trump Hotels & Casino Reso:r:ta Inc. (OJI')

NEWS SUBJECT: Business Stories; English language content; High-Yield


Issuers; Corporate/Industrial News; Sports/Recreation; Political/General
News; Sports & Recreation; Routine General News (BZZ ENGL HIY CCAT GSPO GCAT
SPT NRGN)

MARKET SECTOR: consumer Cyclical (CYC)

INDUSTRY: Casinos & Gambllng~ All Entertainment & Leisure;


Recreational Products & Services; Lodging (CNO ENT REC LOD)

PRODUCT~ Leisure (OLE)

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EDITION: FINAL

word Count: 1048

11/9/01 STLGRN 028

END OF DOCUMENT

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1113/01 NATLPOSTFP8 Page 35
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(Publication page re£erences are not available (or this document.)

National Post
(c) National Post 2001. All Rights Reserved.

Saturday, November 3, 2001

Financial Post: World

S&P cuts Trump Hotels debt rating

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$90-1nillion 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
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.

He may have a tougher tilTle now convincing creditors to g:ive him a


.second chance.

"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.

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On Wednesday, Mr. Trump, chairman of the company, said he was

withholding scheduled interest payments on US$1.6-billlon of debt

because he wants to amend th~ terms.

---- INDEX REFERENCES ---­

COMPANY fTICKBR): Trump Hotels & Casino Resorts Inc.; Mcgraw-Uill Cos.;
Standard & Poor's Corp. (DJT MHP X.SDP)

KEY WORDS: HOSPITALITY INDUSTRYi HOTELS; CASINOS; CRBDIT RATING;

EONDS; CORPORATE RESl'RUC'l'URING

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)

STORY ORIGIN: NEW YORK

NEWS CATEGORY: BUSINESS

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Lodging; Casinos & Gambling; All Entertainment & Leisure;


Sook Publishers; Publishing; Media; Industrial & Commercial Servlces, Other;
Recreational Products & Services (LOO CNO ENT BOK PUB MED ISO REC)

PRODTJCT; Leisure (DLE)

REGION: United States - New York; Northeast U.S.; United States;


North American Countries; New York; North America; United States (USNY USE
USA NAMZ NY NME US)

EDITION: NATIONAL

Word Count:: 325

11/3/01 NATLPOST PPB

END OF DOCUMENT

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1112101 f'rI (No Page) Page 37
11/2/0l Fin. Times (Pg. Unavail Oolioe)2001WL29307287
(Publication page references ar-e not available fQr this doi:ument.)

Financial Times
(c) 2001 Financial Times Limited , All Rights ReServed

Friday, November 2, 2001

COMPANIES & FINANCE INTERNATIONAL - S&P teduces Trump tatings - NEWS DIGEST.

By JENNY WIGGINS.

S&P reduces Trump ratings

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.

(c) Copyright Financial Times Ltd. All rights reserved.

http://www.ft.com.

---- INDEX REFERENCES ---­

NEWS SUBJECT: Corporate Credit Ratings; Funding/Capital;


Corporate/Industrial News; English language content; Ratings of Bond & Debt;
News Digest; Content Types; News Summaries (C1?4 Cl? CCAT ENGL RTG NSUM NCAT
SUM)

MARKET SECTOR: consumer Cyclical (CYCl

INDUSTRY: All Entertainment & Leisure; Recreational Products &


services (ENT REC)

PRODUCT: Leisure (OLE)

REGION: united States; North American Countries (USA NAMZ)

word Count~ 77

11/2/01 FTI (No Page)

END OF DOCUMENT

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11/2/01 Ff! (No Page) Page 58
I l/2/01 Fin. Times (Pg. Unavail. Online)2001WL29307287
(Publication page references are not available for this document.)

Fin~ncial Times
(c) 2001 Financial Times Limited . All Rights Reserved

Friday, Novembe4 2, 2001

COMPANIES & FINANCE INTERNATIONAL ~ S&P reduces Trump ratings - NEWS DIGEST.

By JENNY WlGGINS.

S&P reduces Trump ratings

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.

(c) copyright Financial Times Ltd. All rights reserved.

NEWS SUBJECT: Corporate Credit Ratings; Funding/Capital;


Corporate/Industrial I.fews; English language content; Ratings of Bond & Debt;
News Digest; Content Types; News Summaries {C174 C17 CCAT ENGL RTG NSUM NCAT
SUM)

MJ\RKET SF.C'J'OR :

INDUSTRY: All Entertainment & Leisure; Recreational Products &


Services (ENT REC)

PRODUCT: Leisure (DLE)

REGION: United States; North American Countries (USA NAMZ)

Word Count: 77

11/2/01 FTI (No Page)

END OF DOCUMENT

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11/1101 WSJ BS Page 59
11/1/01 Wall SU. BB 2001WL-WSJ29676500
(l'ubllcation page rerereoces are not available for this document.)

The Wall Street Journal

Copyright {¢) 2001, Dow Jones & Company, Inc.

Thursday, November l, 2001

Trump Seeks to Renegotiate Bond Terms In Wake of New York Move on Gambling

By Christina Binkley

Staff Reporter of The wall Street Journal

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.

"I want extensions and r want lower interest rates."

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.

Doug Teitelb,;ium, a longtime investor in Mr. Trump's casinos who holds a


small amount of the bonds ill question, called the move "prudent" given the
new uncertainty about Atlantic City's future. "Donald probably has the beot
casjnos in Atlantic City, but , , . it would be very prudent for any operator
to not use cash until they know what the future portends," said Mr.
Teitelbaum, managing principal of Bay Ha:cbour Management LC, a New York hedge
fund.

Trump Hotels operates the Taj Mahal, Marina and other casinos. Mr. Trump

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•.

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11/1101 Wall St.I. B8 2001WL-WSJ29676500
(Pubhcatlon page references are not available for this document.)

controls 42% of the heavily leveraged company. In 4 p.m. composite trading on


the New York Stock Exchange, Trump Hotels shares were down 20%, or 25 cents,
at $1. Mr. Trump said the bond situation doesn't affect his private real­
estate ope;i;ations. "It's not my company, 11
he said. ''It's publicly traded, but
it:'s not my Manhattan real estate."

---- INDEX REFERENCES ---­

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SlJBJEC'f: Bond News; Debt/Bond Marketa; Corporate Actions;


Corporate/Industrial News; Corporate Bonda; Financing Agreements; Financing
Agreements; High-Yield Issuers; Wall Street Journal; English language
content; Moirket News; Funding/Capital (BON M12 CAC CCAT COB FNC C173 HIY WSJ
ENGL MCAT Cl i)

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; Lodging;


Recreational Products & Services (CNO ENT LOD REC)

PRODUCT: Leisure (DLE)

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)

LAYOUT CODES: Large Majors (LMJ)

Word Count: 412

11/1/01 WSJ 138

END OF DOCUMENT

Copr. © West 200! No Claim to Orig. U.S. Govt Works


•Yahoo - Tnuup Hotels & Casino Resorts to Negotiate Debt With Bondholders Pagel of2

ll!J WATBRHOUSE
4!19111!!\\

[Latest Headl.ines I Market Overview I News Ale1ts]

Wednesday October 31, 2:34 pm Eastern Time


-0.01
Press Release
delayed 20 mins ~disclaimer
Quote Data provided by~
SOURCE. Trump Hotels & Casino Resorts, Inc.
L_ . J Get QuOll!s

Trump Hotels & Casino Resorts to Negotiate


Debt With Bondholders
NEW YORK--(BUSINESS WIRE)--OcL 31, 2001--The economic consequences of the September 11th
terrorist attacks on the World Trade Cenler have led New York State to approve the largest gambling
package in its history, which includes six casinos, three of which will be ninety minutes a\vay fro1n
Manhattan in the Catskills, and video slot machines at numerous racetracks 1 including Aqueduct in New
York City and Yonkers.

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.

http://biz.yahoo.com/bw/Ol I03 J/312392 ~I .html 12/1712001


, Yahoo - Trump Hotels & Casino Resorts to Negotiate Debt With Bondholders Page 2 of2

'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.

Norma Foerderer, 212/8)2-2000

More Quotes and News: Trump Hotels & Casino Resorts Inc (NYSE:DJT - news)
Related News Categories: computers, entertainment, gambling

Copyright© 2001 Yahoo! Inc. All rights reserved. Pri11acy.£Qljg - Terms of Service

Copyri(lhl © 2001 Eh1sltli1"$S,,Wi[&. All ri9hts reserved. All the news releases provided by Business Wire are copyrighlect Any fOfli'ls of copying other

than an individual use( a personal reference without expreaa written permission is prch1biled. Further dislribution of these materials by post1n9,

archiving in a public web site or database or redlsbibution in a computer network is strictly forbidden.

Q._uestic.ins or Commen!s?

http://biz.yahoo.com/bw/Ol l 031/312392_ l .html 12117/2001


11/I/01 NYDL YNWS 47 Page 67
11/1/0l N.Y. Daily News 472001 WL 2"/986170
(PubUcation page references are oot avaJlable for this document.)
New York Daily News

Copyright 2001 Daily News, L.P.

Thursday, November 1, 2001

BUSINESS

TRUMP SEEKING BETTER DEAL ON CASINOS DEBT

ERIC HERMAN DAILY NEWS BUSINESS WRITER

'l'he Donald needs more time to pay his IOTJs.

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.

"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 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.

John Leupp, a casino analyst at CS First Boston, said Trump would


try to negotiate with his bondholders for more favorable terms,
including lower interest payments.

Currently, the company's interest payments are so high they eat up


most of its cash flow.

"You want to ent...,rtain a restructuring to avoid further problems


down the road. You want to do things like be able to maintain the
competitiveness of the properties," Leupp said.

"You want to avoid a more significant event like a bankruptcy


process, which could take longer and would not benefit either party
at the end of the day," he added.

Trump's three Atlantic City casinos - Trump Plaza Hotel and


Casino, the Trump Taj Mahal Casino Resort and the Trump Marina Hotel
Casino ~ did go bankrupt in the ear.ly '90s. But Tr.ump hung onto

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l l/l/01 N.Y. Daily News 472001 WL 27986170
(Publication page references arc not available for this document.)
them, and in 1995 he tock his casino company public at $14 a share.
The stock hit its allMtime 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.

Because of Trump Casinosr financial difficulties, it is seen as a


risky investment. Therefore, it has had to entice lenders by selling
bonds that pay high interest.

Trump's bQnds a~e held by mutual funds, pension funds and banks.

Interest payments of $73 million came due today on $1.3 billion in

debt secured by the Taj Mahal and Plaza.

Also being renegotiated is $15 million of interest on $242 million

in debt secured by the Marina.

11 The company baa too much debt," said John Ke~f, an analyst at
Goldman Sachs.

The company has suffered from mismanagement, one analyst said. In


1999, the company closed its world 1 s Fair casino in Atlantic City and
Trump 1 s Indiana riverboat casino has done as well as hoped.

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."

TABULAR OR GRAPHIC MATERIAL SET FORTH IN THIS DOCUMENT IS NOT DISPL.AYABLE

Caption: PHOTO LEFT/AP; PHOTO RIGHT/JENNIFER ALTMAN PAYMENT TO BONDHOLDERS


NOT IN CARDS Donald Trump said the events of Sept. 11 have changed the
environment at Atlantic City, worsening financial shape of his Plaza, Marina
and Taj Mahal casinos, so interest on debt is not being paid.

INDBX REFERENCES

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc.; Credit Suisse First

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11/l/Ol NYDLYNWS47 Page 69
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Boston Corp.; Credit Suisse Group; Goldman Sachs Group Inc. (DJT z.CSF z.CSG
GS)

NEWS SUBcTECT: English language content; High-Yield Issue:re; Dow Jones


Total Market.Index; Corporate/Industrial News (ENGL HIY WEI CCAT)

MAAKE'I' .SECTOR: consumer cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure;


Diversified Financial Services; Securities,. Dow Jones Sector Titans Index
.Financial; Lodging; Recreational Products & ·services (CNO ENT FIS SCR XSTF
LOD REC)

PRODUCT: Leisure {OLE)

EDITION: SPORTS FINAL

LAYOUT CODES: (BFN)

word count: 493

11/1/01 NYDLYNWS 47

END OF DOCUMEN'r

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10131101NYT-ABS13 Page 70
10/31/01 N.Y. Times Abstracts 132001WL29618296
(Publitalion page references are not available for this docurµent.)

New York Times Abstracts

Copyright (c) 2001 ProQuest Information and Learning. All rights reserved.

Copyright New York Times Company Oct 31, 2001

Wednesday, October 31, 2001

ISSN: 0362-4331

Section C

Page THE MARKETS: Market Place

Where Donald Trump sees trouble in Atlantic City, bondholders see an effort

to

cut deal.

a_
Riva D Atlas

At least some bondholders contacted yesterday said they did not


take Mr, [Donald Trump] 's threate seriously. In fac_t, they are
wonderin~ whether Mr. Trwnp could be trying to take advantage of a
decline in bond prices to cut a favorable deal for himself.

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.

- INDEX REFERENCES ---­

NEWS SUBJECT: English language content (ENGL)

EDITION: LATE EDITION (EAST COAST)

Word Count: 137

10/31/01 NYT-ABS 13

END OF DOCUMENT

Copr. © West 2001 No Claim to Orig. U.S. Govt. Works


WestJaw Attached Printing Summary Report
for
.rb_:<__1'__"_H__ ------~~'1onday~ December 11, 200113:45:19 Central
15 51 01

(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
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2001 West Crroup_ No claim to orig. U.S. govt. works."Registered ln lJ.S. Patent and Trademark Office and used
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.

Request Created Daterrime: Monday, December 17, 2001 l 3;27:00 Central


Client Identifier: TRUMP
DataBase: ALLNEWS
Citation Text: 1217101 NATLPOSTFPl3
Query Text: TRIDIP IP BOND
Print Command'. Current docwnent,Complete result
Lines: 41
Lines Charged: 41
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1217101 NATLPOST FPIJ Page 2
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National Post

{cl National Post 2001. All Rights Reserved.

Friday, December 7, 2001

F.inancial Post: World

Entertainment: Trump Hotels' bond payment raises its debt rating

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."

---- INDEX ~EFE~ENCES ---­

COMPANY (TICKER); Trump Hotels & Casino Resorts Inc.; Mcgraw-Hill Cos.
Standard & Poor•s Corp. (DJT MHP X.SDP)

KEY WORDS: HOSPITA.I,JTY INDUSTRY; HOTELS; BONDS; CREDIT RATING

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)

STORY ORIGIN: NEW YORK

NEWS CATEGORY: BUSINESS; BRIEF

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Lodging; Casinos & Gambling; All Entertainment & Leisure;


Book Publishers; Publi!ilhing; Media; Industrial & Commercial Service~, Other
(LOD CNO ENT BOK PUB MED ISO)

PRODUCT: Leisure (DLF!)

REGION: United States - New York; Northeast U.S.; United States;


North American Countries; New York; North America; United States (USNY USE
USA NAJl1Z NY NME US)

EDITION: NATIONAL

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1217!01 NATLPOST FP13 Page 3

12/7/01 Nat'I Post FP132001 \VL 31021897

(Publication page references are not available for this document.)

word count: 53

12/7/01 NATLPOST FP13

END OF DOCUMENT

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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.

Request Created Date/'J'irne: Monday, l)ecemher 17, 2001 13:29~00 (:entral

Client Identifier: TRUMP

DataBase: ALLNEWS

Citation Text 11129/01 WSJ (No Page)


Query Text: TRUMP IP ROND
Print Conunand: Current doeument,Complete result
Lines: 48
Lines Charged: 48
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Documents Charged: 0
Images: 0
Images Charged: 0
11/29101 WSJ (No P•ge) Page 5
11/29/01 \Vall St. J. (Page Number U11available Online) 2001 WL-WSJ 29679233
(Publication page referen..:es are not availabJe for this document.)

The Wall Street Journal

Copyright (c) 2001, Dow Jones & Company, Inc.

Thursday, November 29, 2001

Trump's Casino Concern Will Pay Bond Interest

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.

---- INDEX REFERENCES ---­

COMPANY (TICKER): Trump Hotels & Casino Resorts tnc. (PJT)

NEWS SUBJECT: Bond News; Debt/Bond Markets; corporate Bonds; High~Yield


Issuers; Wall Street Journal; English language content; corporate/Industrial
Newa; Terrorism; Political/General News; Market News; Crime/Courts (BON Ml2
COB HIY WSJ ENGL CCAT GTERR GCAT MCAT GCRIM)

MARKET SECTORo Consumer Cyclical; Newswire End Code (CYC NND)

INDUSTRY~ casinos & Gambling; All Entertainment & Leisure; Lodging


(CNO ENT LOD)

PRODUCT: Leisure (DLE)

REGION: New Jersey; North America; United States; United States;


Northeast U.S.; United States New Jersey; North American Countries (NJ NME
rl

US USA USE USNJ Nl\MZ)

LAYOUT CODES: Minors (MNO)

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11129/0I Wall St. J. (Page Number Unavailable Online) 2001 WL-WSJ 29679233
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• .t"
Word count, 170

11/29/01 WSJ (No Page)

END OF DOCUMENT
.. ..

, "

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11/29/01STLGRN018 Page 8
11/29/01 Star-ledger (Newark NJ.) 0182001 WL 30233087
(Publication page refertnces are not available for this document.)

The Star-Ledger Newark, NJ


(c) 2001. The Star-Ledger. All rights reserved.

Thursday, November 29, 2001

Business

Ready to deal, Trump pays interest

JUDY DEHAVEN

STAR-LEDGER STAFF

Donald Trump, after a nearly monthlong standoff, said yesterday that


his company had made $91 million in interest payments, just days before
bondholders could have foreclosed on his casinos.

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.

"This has been portrayed as Trump versus the bondholders," Friedman


said. "In the Jong run, the bondholders would be better off if we take
some of the money {from lowered rates) and re_invest in the property."

Phil Rosen, a lawyer who represents a majority of the people holding a


$1.3 billion note backed by Trump Plaza and Trump Taj Mahal, said his
clients will be willing to talk to Trump now that the payment has been
made. Negotiations have not started.

"The first st.:lge was the payment of the coupon," he said. "Then we
consider the next stage."

Bondholders are preparing a letter to send to Trump outlining possible


terms.

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.

Most of Trump•a bonda have an interest rate of about 11.25 percent, a


relatively high number considering other casino companies pay as low as

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ll/29/01 STLGRN 018 Page9
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8 percent.

shares of Trump Resorts rose 7 cents, or 5 percent, to $l.46


yesterday. The :;;tock has risen recently on the notion that Trump would
win concessions from bondholders.

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,

c-~~-,~,-~~~~~ Judy DeHaven covers the gaming industry. She can


be reached at jdehaven®stArlt<:dger.colTl or {609) 348-1934.

---- INDEX R2FER£NCSS ---­

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SUBJECT: Business Stories; English language content; High-Yield


Issuers; Corporate/Industrial News (BZZ ENGL HIY CCAT)

MARKET SECTOR: consumer cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; Lo~ging;


Recreational Products & Services (CNO ENT LOO REC)

PRODUCT: Leisure (DLE)

EDITION: FINAL

word count: 423

11/29/01 STLGRN 018

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END OF DOCUMENT

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Westlaw Attached Printh1g S11mmary Report
for
Monday, December 17, 2001 13:45:20 Central
~~~~~~~~~~~~

(Cl 2001 West Group. Copyright is not claimed as to any part of the original work prepared by a lJS. government
officer or employee as part of that person's official dutie~t All rights reserved. No part of a West1aw transmission
ntay be copied, downloaded, stored in a rerrieval system, further transmitted or otherwise reproduced, stored.
disseminated, transferred or used, in any fonn or by any means, except as permitted in the W estlaw Subscriber
Agreement, the Additional Terms Governing Internet Access to Westlaw or by West's prior written agreement Each
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.

Request Created Date/Time: Monday, December 17, 2001 13:30:00 Central


Client Identifier: TRUMP
DataBase: ALLNEWS
Citation Text 11/28/01 STLGRN 055
Query Text: TRUMP IP BOND
Print Comrnand: Current document,Complete result
Lines: 80
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11/28/01 STLGRN 055 Page 12
11/28/01 Star-~dger (Newark N.J.) 0552001 WL 30232895
(Publication page references are not available for this document.)

The Star-Ledger Newark, NJ


(c) 2001. The Star~Ledger. All rights reserved.

Wednesday, November 28, 2001

Business
Trump may get his way, partly Bondholders ready to deal if The Donald will

pony up

JUDY DEHAVEN

STAR--LEDGER STAFF

Some of the bondholders in Donald Trump's casino company may be


willing to negotiate • but only if he pays them first.

In the latest move of a high~stakes game of chicken, Phil Rosen, a


lawyer who represents an ad hoc group of between 15 and 20 bondholders,
said his clients want Trump's casino company to make it$ interest
p~yment before they consider a demand for better terms on the note.

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.

11 we won't start negotiating until the payment is made, 11 $aid Rosen,


whose hi.s clients own "a good number of the bonds" from a $1.3 billion
issue backed by Trump Taj Mahal and Trump Plaza. A $73 million interest
payment was due Nov. 1.

"If he doesn't pay, we'll exercise our rights, 11


he said. 11
0ne of them
is foreclosure."

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."

Trump Resorts has struggled to make aome $220 million in interest:


payments on $1.8 billion in debt, Trump said Oct. 31 he would not pay
any interi?st until bondholders agreed to concessions. The company has
the money for the interest payments, but Trump said the slowdown in
business will make it much harder to pay in the future.

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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.

11 I don't t,hink that's reality."

One bondholder, who owns $1.6 million worth of bonds in the $1.3
billion note, said he has no interest in negotiating.

11 1 have a simple banker's mentality - pay or foreclose, 11


he said.

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.

Still, depending on what Trump offers, Borislow said he might be


willing to negotiate:

''I'm willing to do a. lot of things if he's willing to give me equity,"

---- INDEX REFERENCES ---­

COMPANY (TICKER)~ Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SUBJECT: Business Stories; English language content; High-Yield


Issuers; Corporate/Industrial News (BZZ ENGL HIY CCAT)

MARKET SECTOR: Consumer Cyclical (CYC)

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11128101 STLGRN 055 Page 14
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(Publication page reference!l arc not available for this docun1cnt.)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; Lodging


(CNO ENT LOD)

PRODUCT: Leisure (DLE)

EDITION: FINAL

Word Count: 501

11/28/01 STLGRN 055

END OF OOCUMENT

Copr. 0 West 2001 No Claim to Orig. ll.S. Govt. Works


Westlaw Attached Printing Summary Report
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ror
cl_i_(_ _b__ i_ic__ _ _ _ _ _ __,IMonday, December 17, 2001 13:45:20 Central

(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
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dissenlinated, transferred or used, in any form or by any means, except as pennitted in the Westlaw Subscriber
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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.

Request Created Dateffimc: Monday, Decf;'mber 17, 2001 13:30:00 Central


Client Identifier: TRUMP
DataBase: ALLNEWS
Citation Text: 11122101 NYT-ABS 2
Query Text: TRUMP IP BOND
Print Command: Cmrent document,Complcte result
Linc~: 29
Lines Charged: 29
Documents: 1
Documents Charged: 0
lntagcs: 0
Images Charged: 0
11122101NYT-ABS2 Page 16
11/22101 N.Y. Times Abstracts 22001 WL 30649539
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New York Times Abstracts

Copyright (c) 2001 ProQuest Info:r:mation and Learning. All rights reserved.

Copyright New York Times Company Nov 22, 2001

Thursday, November 22, 2001

ISSN: 0362-4331

Section C

Bondholders And Trump Negotiating Debt Terms

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.

--- INDEX REFERENCES ---­

NEWS SUBJECT: English language content (ENGL)

EDITION: l,A'TE EDT'T'ION (EAST COAST)

Word Count: 93

11/22/01 NYT-ABS 2

END OF DOCUMENT

Copr. © 'W'est 2001 No Claim to Orig. U.S. Govt V.'orks


Westlaw Attached Printing Sun1mary Report
ror
IL1b__s1_<_1_(_11_c_1------~I Monday, December 17, 200113:45:20 Central
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(C) 2001 West Group. Copyright is not claimed as to any part of the original work prepared by a U.S. government
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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.

Request Created Daterrime; Monday, December 17, 2001 13:40:00 Central

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11116/01 NATLPOST FPI I Page 18


11/16/01 Nat'! Post FP 112001 WL 29560270
(Publication page references are not available for this document.)

National Post

(cl National Post 2001. All Rights Reserved.

F1·iday, November 16, 2001

Financial Post: World

Trump creditors brace for showdowri: Committee formed: Mogul withholding

interest payments on US$1.7B in debt

Tom Barkley

Dow Jones

NEW YORK - Trump bondholders have formed a creditors' committee and


brought on board a high-profile bankruptcy lawyer as they prepare to
face off with the casino and real ~state mogul, according to people
close to the situation yesterday.

Two weeks after Donald Trump announced that he is withholding interest


on all of the approximatel1· US$1. 7--billion in debt under the holding
company he controls, Trump Hotels & Casino Resorts Inc., bondholders are
showing little sign of simply handing over the better credit terms he
hao. demanded.

Several large holders of the biggest chunk of debt -- US$1.3-billion


in first-mortgage notes under the 'frump Atlantic City Associates
subsidiary -- have formed an "informal" bondholder committee, the
sources said.

In 'addition, they have "informally" retained the services of prominent


bankruptcy lawyer Harvey Mille.r.·, a senior partner at the New York firm
Wail, Gotshal & Manges, one of the sources said.

Mr. Miller's office was not immediately available for comment.

Halfway throug0 the 30-day grace period for making a US$73~million


interest payment on the Atlantic City 11.25% mortgage notes due in 2006,
which Mr. Trump failed to pay on Nov. l, bondholders, in the least, have
expressed unwillingness to-negotiate until after Mr.. Trump pays the
interest due. But others don't see a reason to negotiate at all since
the first mortgage notes give them a strong claim in a bankruptcy
p:roceed.i.ng.

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?"

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A bondholder on the committee said no consensus hao been reached.

Meanwhile, about US$15-million in interest was due by the end of


yesterday on US$242~million outstanding of Trump's Castle Associates
11.75% mortgage notes due in 2003, which are backed by the Trump Marina
Casino in Atlantic City.

Severm.1 holders of those bonds have also said they are not willing to
negotiate with Mr. Trump.

Mr. Trump was not immediately available to comment.

---- INDEX REFERENCES ---­

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc.; Weil, Gotshal & Manges
(DJT X.WGM)

NAMED PERSON : DONALD TRUMP

KEY WORDS: HOSPITALITY INDUSTRY; HOTELS; CASINOS; EXECUTIVES; BONDS;


MORTGAGES; SHJ\REHOLPER RIGHTS; CORPORATE FINANCE; NEGOTIATIONS

NEWS SUBJECT: Management Issues; Management Issues; Bond News; Debt/Bond


Markets; Mortgages and MO:("tg;;l.ge Rates; Shareholder··Right!> Plans; Shareholder··
Rights Plans; Funding/Capital,· English language content; High~Yield Issuers;
corporate/Industrial News; Market News; Share Capital (MNT C41 BON Ml2 MOR
SRP C1712 C17 ENGL HIY CCAT MCAT Cl71)

STORY ORIGIN: NEW YORK

NEWS CATEGORY: BUSINESS

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Lodging; Casinos &. Gambling; All Entertainment & Leisure:


Law Firms; General Tndust.rial & Comme:rcial Services; All JndustriaJ &
Commercial Servic~s (LCD CNO ENT LAW ICS SVC)

PRODUCT~ Le.J.aure (DLE)

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(Publication page references are not available for this document.)

REGION: Un.it.ed States - New York; Northeast U.S,; United St:ates;


North American Countries; New York; North America; United States (USNY USE
1JSA NAMZ NY NME US)

EDITION: NATIONAL

Word Count: 351

11/16/01 NATLPOST FPll

END OF DOCUMENT

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Barron's

Copyri9ht {c) 2001, now Jones & company, Inc.

Monday, November 12, 2001

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.

The Donald started the scuffle on November 1. He missed a $7~ million


intet'est payment on Trurop Atlantic City's $1.3 billlon of first-mortgage
notes,
even though he had enough cash in the till to :pay it. Trump would like
bondholders to reduce the debt's ¢0\lpon, which stands at a heft~/ 11. 25%, push
the maturity beyond 2006, and reduce the amount of debt outstanding. In
return,
the casinos could stay out of bankruptcy, the reduced interest payment would
quickly resume and Trump would retain control.

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

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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,

11 1 just want the bonds to reflect the economic realities ot life as it


exists. September 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 i11 the casinos and tc 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 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.

Even during a booming economy, Trump Atlantic C:ity revenuer; declined to


$931.2 million last year and an estimated $905.3 million this year from
$939.4
million in 1999. Cash flow held relatively steady thanks to cost-cutting and
an
increased focus on the profitable slot-machine business, says Susser. Cash
flow -- defined as earnings before interest, taxes, depreciation and
amortization was $178.S million in 1999, $173.1 million in 2000 and is
eetimated to be $177.2 million this year.

Bondholders acknowledge that Trump may be given some equity in a


reorganized
Trump Atlantic City as an incentive to reorganize the company quickly or to
keep his name over the door, one bondholder explains. Trump licenses his name

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2001 WL-BARRONS 29751062
(Publication page references are not available for this document.)

to the casinos.

"He'll get something, but it's not going to be a lot," says the investor.

Opines one analyst: "I think it is going to be a contentious bankruptcy.


Trump is a difficult person to deal with and his only leverage is time. 11
Indeed, Trump contends that a restructuring in bankruptcy could be "a long,
drawn~out process that will very badly hurt the successful business we•ve
created."

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.

Others contend that a manager with a license can always be hired.

"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.

Any restructuring would be complicated by the various relationships between


Trump's other casinos. Tr.ump Hotels and Casino Resorts is a public holding
company in which Trump O\oiilS a 42% stake. The holding company owns the equity
of
Trump i\tlantic City, Trump Marina (formerly called Trump Castle), also an
Atlantic City casino, and Trump Indiana Riverboat Casino, in Buffington
Harbor,
on Indiana's Lake Michigan shoreline. The public shares of the holding
company
trade at 1.03 down from 35 in April 1996,

Trump failed, too, to pay the coupon on Trump Castle's $62 inillion of 10. 25%

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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.

Another p~tential bidder: Colony Capital, a Los Angeles-based real-estate


investment firm, which earlier this year purchased. Atlantic City cas.ino
Resorts
Atlantic City. The vice chairman of Resorts is none other than Nicholas
Ribis,
former president of Trump Hotels & Resorts.

---- INDEX REFERENCES

COMPANY {TICKER): Trump Hotels & Casino Resorts Inc.; Trump Organization
(DJT
X. TMP}

NEWS SUBJECT: Analysts' Comments & Ratings of Stocks; Analyst


Comment/Recommendation; Bond News; Debt/Bond Markets;
Barron's; Corporate Actions; Corporate/Industrial News;
Corporate Bonds; High-Yield Issuers; Restructurings &
Recapitalizations; English langua9e content; E~rnings
Projections; Performance; Market News {ANL C1521 nON M12
BRNS CAC CCAT COB HIY RCN ET-1GL C152 ClS MCAT)

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; Lodg:l.ng;


Recreational Products & Services (CNO ENT LOD REC)

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PRODUCT: Leisure (DLE)

GOVERNMENT: State Government; U.S. Government Agencies (STE USG)

REGION: New Jersey; North America; New York; United States; United
States; Northeast U.S.; North American Countries (NJ NME
NY
US USA USE NAMZ)

LAYOUT CODES: Cover Story (CST)

word count: l23S

11/12/01 BARRONS 22

END OF DOCUMENT

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11112/01BONDWK13 Page 26
11112/01 Bondweek 132001WL18249683
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BondWeek

Copyright 2001 Gale Group Inc, All rights reserved. COPYRIGHT 2001

Institutional Investor, Inc.

Monday, November 12, 2001

ISSN: 0278-8896; volume 21; Issue 15,

Trump Trade Continues Amid Icahn Rumors.

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.

INDEX REFERENCES ---­

COMPANY (TICKER):, X.IC (X.IC)

KEY WOP.DS: UNITED STATES

NEWS SUBJECT: English language content (ENGL)

INDUSTRY: Securities (SCR)

REGION: United States; North America; United States; North


American Countries (US NME USA NAMZl

Word Count: 107

11/12/01 BONDWK 13

END OF DOCUMENT

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11111/01NOTPCN10 Page 27
l l/l 1/01Times-Picayune102001WL26213937
(Publication page referePceli arc not available for this docuntent.)

The Times-Picayune

copyright 2001, The Times-Picayune. All rights reserved.

Sunday, November 11, 2001

MONEY
Trump resumes game of debt roulette ; But soine investors not willing to play

Newhouse News Service

The country's heading toward a recession. The casino industry is


in a slump. And Donald Trump says his casino company can't afford to
pay its debt.

Haven't we heard this before?

In the early 1990s, Trump fought bitterly with bondholders to


reduce his casinos• debt payments. The holders vowed to stand firm
each time. And each time, the mogul who penned r.rhe Art of the Deal"
and put his name on casinos from Atlantic City to Gary, Ind., came
out the winner.

Trump is at it again, at odds with the institutions and investors:


who own $1.B billion in his company's junk bonds.

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.

On Halloween, Trump stunned bondholders with word that he would


not make any more inte.rest payments, even though he had the money,
until he got lower rates. The situation was like a homeowner telllng
the bank that no more mortgage payments would be made until the
interest rate was low·ered.

Trump blamed the Sept. 11 terrorist attacks for hurting the gaming
business and the threat of competition in New York, which is ramping

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up to allow casino gambling.

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 M~rina comes due in 2003.

still, it came as a surprise when Trump withheld $74 million he


owed on a $1.3 billion note backed by the Taj Mahal and Trump Plaza.

Trump thinks the negotiations will be easy.

"They (the bondholders) are happy with my results at the casinos,"


he said,

That is not what some bondholders say.

For many, the first word about the matter came through the news
media. Several said they would rather foreclose on the casinos than
negotiate.

Longtime trader Russell Hartranft, who called his $10,000 in Trump


bonds "small potatoes," said he wao certain the major noteholders
weren't golng to give in.

"The Street can't stand The Donald," Hartranft sa..id. "Be'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," h-e said. "I say let's
get real management. Just give ue the keye. Give us the keys."

The o~tcome might not be that simple.

Bondholders have the I·ight to take control of Trump's casinos if


they don't receive payment within 30 days of 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.

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Who blinks first is anyone's guess. Speculation on Wall Street is


that Trump, after testing the waters, will make the payment.

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.

---- INDEX REFERENCES ---­

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc. (DJT)

NAMED PERSON: TRUMP, DONALD J

NEWS SUBJECT: English language content; High~Yield Issuers;


Corporate/Industrial News; Sports/Recreation; Political/General News; Sports
& Recreation; Routine General News {ENGL HIY CCAT GSPO GCAT SPT NRGN)

MARKET SECTOR; consumer Cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; Lodging;


Recreational Products & Services (CNO ENT LOO REC)

PRODUCT~ Leisure (DLEl

REGION: United States; North American Countries; United States;


North America {USA NAMZ US NME)

LAYOUT CODES~ (BFN)

Word Count: 591

11/11/01 NOTPCN 10

END OF DOCUMENT

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(Publication page references are not available for this document.)

The Star-Ledger Newark, NJ


(c) 2001. The Star-Ledger. All rights reserved.

Friday, November 9, 2001

Business
A $1.8 billion game - The Donald's latest bet is against his bondholders.

a shrewd play, - and Trump-watchers caution not to underestimate the strategy

JUDY DEHAVEN

STAR-LEDGER STAFF

The ~ountry's heading toward a recession. The casino industry is in a


slump. And Donald Trump says his Ca$ino company can't l\fford to pay it,s
debt.

Haven't we heard this before?

In the early 1990s, Trump fought bitterly with bondholders to reduce


his casinos' debt payments. The holders vowed to i:itand firm each t.Lme.
And each time, the mogul who penned "The Art of the Deal" and put his
name on casinos from Atlantic City to Gary, Ind., came out tht·~ w,inner.

Trwnp is at it again, at odds with the institutions and investors who


own $1.6 billion in his company's junk bonds.

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.

"People who own these bonds are shrewd, intelligent and


well-I·esearched about Donald. Donald is also smart, aware, and doesn't
do things without thinking them through."

Tri.imp's latest battle didn't exactly get off on the right foot.

On Halloween, Trump stunned bondholders with word he would not make


any more interest payments, even though he had the money, until he 9ot
lower :rates. The situation was like a homeowner telling the bank it
wasn't making any mere mortgage payments until it lowered the interest.

Trump blamed the sept. 11 terrorist attacks for hurting the gaming

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business and the threat of competition in New York, which is ramping up


to allow casino gambling.

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.

Still, it came as a surprise when Trump withheld $74 million he owed


on a $1.3 billion note backed by the Taj Mahal and Trump Plaza.

Trump thinks the negotiations will be easy.

"They (the bondholders) are happy with my results at the casinos," he


said.

That is not what some bondholders say.

For many, the first word about the matter came through the media.
several said they would rather foreclose on the casinos than negotiate.

Longtime trader Russell Hartranft, who called his $10,000 in Trump


bonds "small potatoes," said he was certain the major noteholders
weren't going to give in.

"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.

The outcome may not be that simple.

Bondholders have the right to take control of Trump's casinos if they


don't receive pa:':{trtent 30 days after the due date. For the Marina notes,
the deadline would be Dec. 1. nut if the company can't make the
payments, it could file for bankruptcy. Then the courts would decide the
company's fate.

Who blinks first is anyone's guess. Speculation on Wall Street is that

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(Publication page references are not available for this docurnent.)

Trump, after testing the waters, will make the payment.

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,

Of course, bondholders could always negotiate. After all, they would


not receive any interest payments in a lengthy bankruptcy.

So far, Trump remains defiant.

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.

There is also the matter of cash flow. When evaluating a casino's


financial strength, analysts look closely at casino "EBITDA" - industry
shorthand for earnings before interest, taxes, depreciation and
amortization. The ESJTDA figure is important because interest rates and
taxes can vary widely.

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'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.

Onl.ike the quick, pre~packaged reorgan:iz1;1.tion that each of the Trump


casinos went throvgh in the 1990s, Kempf thinks negotiations with
bondholders could be long and contentious this time around.

But Barrack, Trump's friend, warned against counting the venerable


real estate mogul out just yet.

"My personal opinion iS 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."'

Jvdy DeHaven covers the gaming ind'.1stry. She can


be reached at jdehaven@starledger.com or (609) 348-1934.

---- INDEX REFERENCES -- ­

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SUBJECT: Business Stories; English language co:itent; High.,Yield


Is:::rue:rs; Corporate/ Inc;lustrial News; Sports/Recreation; Political/General
News; Sports & Recreation; Routine General News (BZZ ENGL HIY CCAT GSPO GCAT
SPT NRGN)

MARKET SECTOR; Consumer Cyclical (CYC)

INDUSTRY: Casinos & Gambling; A.11 Entertainment & Leisure;

Recreational Products & Services; Lodging (CNO ENT REC LOD)

PRODUCT: Leisure (OLE)

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EDITION: FINAL

Word Count: 1048

11/9/01 STLGRN 028

END OF' DOCUMENT

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1113/01 NATLPOST FP8 Page 35
11/3/01 Nat'\ Post FP82001 WL 29558265
(Publication page references are not available for this document.)

National Post
(c) National Post 2001. All Rights Reserved.

Saturday, November 3, 2001

Financial Post: World

S&P cuts Trump Hotels debt rating

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,

He may have a tougher time now convincing creditors to give hint a


second chance.

"!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.

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On Wednesday, Mr. Trump, chairman of the company, said he was


wi.thholding scheduled interest payments on US$1.6-billion of debt
because he wants to amend the terms.

·--- INDEX REFERENCES ---­

COMPANY (TICKER) : Trump Hotels & Casino Resorts Inc.; Mcgraw-- Hill Cos.
Standard & Poor 1 s Corp. (DJT MRP X.SOP)

KEY WORDS: HOSPITALITY INDUSTRY; HOTELS; CASINOS; CREDIT RATING;


BONDS; CORPORATE RESTRUCTURING

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)

STORY ORIGIN: NEW YORK

NEWS CATEGORY; BUSINESS

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Lodging; Casinos & Gambling; All Entertainment & Leisure;


Book Publishers; Publishing; Media; Industrial & Commercial Services, Other;
Recreational Products & Services (LOD CNO ENT BOK PUB MED ISO REC)

PRODUCT: Leisure (DT~E)

REGION: United St.ates New York; Northeast. U.S,; United States;


North Ame.tican Countries; New York; North America; United States (USNY USE
USA NAMZ NY NME US)

EDITION: NATIONAL

Word Count: 325

11/3/01 NATLPOST FP8

END OF DOCUMENT

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11/2101 FT! (No Page) Page 37
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(Publication page references are not available for this document.)

Financial Times

(cl 2001 Financial Times Limited . All Rights Reserved

Friday, November 2, 2001

COMPANIES & FINANCE INTERNATIONAL - S&P reduces Trump ratings NEW$ DIGEST.

By JENNY WIGGINS.

S&P reduces Trump ratings

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.

(C) Copyright Financial 'T'.imes Ltd. All rights reserved.

http://www.ft.com.

---- INDEX REFERENCES

NEWS SUBJECT: corporate Credit Ratings; Funding/Capital;


Corporate/Industrial Newt::; Engl.i.sh language content; Ratings of Bond & Debt;
News Digest; Content Types; News Summaries (C174 C17 CCAT ENGL RTG NSUM NCAT
SUMI

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: All Entertainment & Leisure; Recreational Products &


Services {ENT REC)

PRODUCT: Leisure (DLEl

REGION~ United States; North American countries (USA NAMZ)

Word Count: 77

11/2/01 FTI (No Page)

END OF DOCUMEN1'

Copr. e \Vest 200 I No Claim to Orig. U.S. Govt. Works


Westlaw Attached Printing Sunnna.r,.· Report

!or

.l(_b_l<6_1._1b_11_7l_1c_1_ _ _ _ _ _~M.onday. December 17. 200113:45:24 Central

(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.

Request Created Date/Time: Monday, December 17, 2001 13:42:00 Central

Client Identifier: TRt.TMP

DataBase: ALLNEWS

Query Text: TRUMP IP BOND

Print Command: Selected docun1ents,Complete result

Lines: 1040

Lines Charged: 1040

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11/16/01 NATLPOST FPl 1 Page 39


11116/01 Kat'! Post f'Pt 12001V\'L29560270
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National Post
(c) National Post 2001. All Rights Reserved.

Financial Post: World

Trump creditors brace for showdown; Committee formed: Mogul withholding


interest payments on US$1. 7B in debt '
Tom aarkley
Dow Jones

NEW YORK ~ Trump bondholders have formed a creditors' committee and


brought on board a high-profile bankruptcy lawyer as they prepare to
face off w1 t.h the casino and real estate mogul, according to people
close to the situation yesterday.

Two weeks after Donald Trump announced that he is withholding interest


on ;;ill of the approximately US$1.7~billi.on in debt under the holding
company he controls, Trump Hotels S. Casjno Resorts Inc., bondholders are
$hawing little sign of simply handing over the better credit terms he
has demanded.

several large holders of the biggest chunk of debt -- US$1.3-billion


in first-mortgage notes under the Trump Atlantic City Associates
subsidiary have formed an 1' informal" bondholder committee, the
sources said.

In addition, they have n informally" retained the services of prominent


bankruptcy lawyer Harvey Miller, a senior partner at the New York firm
Weil, Gotshal & Manges, one of the sources said,

Mr. Miller's office was not immediately available for comment,

Halfway through t.he .)0-day grace period for making a OS$71-million


interest payment on the Atlantic City 11.25% mortgage notes due in 2006,
which Mr. Trump failed to pay on Nov. 1, bondholders, in the least, have
expressed unwillingness to negotiate until aft.er Mr. Trump pays the
interest due, But others don't see a reaste>n to negotiate at all since
the first mortgag~ notes give them a strong claim in a bankruptcy
proceeding.

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?"

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A bondholder on the committee said no consensus has been reached.

Meanwhile, about US$15-million in interest was due by the end of


yesterday on US$242-million outstanding of Trump's Castle Associates
11.75% mortgage notes due in 2003, which are backed by the Trump Marina
Casino in Atlantic City.

Several holders of those bonds have also said they are not willing to
negotiate with Mr. Trump.

Mr. Trump was not immediately available to comment,

INDEX REFERENCES ---­

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc.; Weil, Gotshal & Mangea
(DJT X.WGM)

NAMED PERSON: DONALD TRUMP

KEY WORDS: HOSPITALITY INDUSTRY; HOTEL.S; CASINOS; EXECUTIVES; BONDS;


MORTGAGES; SHAREHOLDER RIGHTS; CORPORATE FINANCE; NEGOTIATIONS

NEWS SUBJECT; Management Issues; Management Issues; Bond News; Debt/Bond


Markets; Mortgages and Mortgage Rates; Shareholder-Rights Plans; Shareholder­
Rights Plans; Funding/Capital; English language content; HighMYield Issuers;
corporate/Industrial News; Market News; Share Capital (MNT C41 BON M12 MOR
SRP C1712 Cl'i ENGL HIY CCAT MCAT C171)

STORY ORIGIN: NEW YORK

NEWS CATEGORY: BUSINESS

Ml\RKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Lodging; Casinos & Cambling; All Entertainment & Leisure;


1..aw Firms; General Industrial & Commercial Services; All Industrial &
Commercial Services (LOD CNO ENT LAW ICS SVC)

PRODUCT: Leisure (OLE}

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(Publication page references are not available for this document.)

REGION: United States - New York; Northeast U.S.; United states;


North American Countries; New York; North America; United States (USNY USE
USA NAMZ NY NME US)

EDITION: NATIONAL

Word Count: 351

11/16/01 NATLPDST FPll

END OF DOCUMENT

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Barron's

Copyright (c) 2001, Dow Jones & company, Inc.

Monday, November 12, 2001

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.

The Donald sta:i:·ted the scuffle on November 1. He missed a $73 million


interest payment on Trµrnp Atlantic City's $1.~ billion of first-mortgage
notes,
even though he had enough cash in the till to pay it. Trump would like
bondholders to red1Jce the debt;' s coupon, which stands at a hefty 11. 2St, push
the maturity beyond 2006, and reduce the amount of debt outstanding. In
return,
the casinos could stay out of bankruptcy, the reduced interest payment would
quickly resume and Trump would retain control.

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] has no economic stake. He 1 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
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

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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.

Even during a booming economy, Trump Atlantic City revenues declined to


$931,.2 million last year and an estimated $905.3 million this year from
$939.4
million in 1999. Cash flow held relatively steady thanks to cost-cutting and
an
increased focus on the profitable slot-machine business, says Susser. Cash
flow -- defined as earnings before interest, taxes, depreciation and
amort..ization was $178,5 million in 1999, $173.1 million in 2000 and is
estimated to be $177. 2 million lhis year.

Bondholders acknowledge that Trump may be given some equity in a


reorganized
Trump Atlantic City aa an incentive to reorganize the company quickly or to
keep his name over the door, one bondholder explains. Trump licenses his name

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1
I

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to the casinos.

"He'll get something, but it's not going to be a lot," says the investor.

Opines one analyst~ "I think it is golng to be a contentious bankruptcy.


Trump is a difficult person to deal with and his only leverage ls time."
Indeed·, Trump contends that a restructuring in bankruptcy could be "a long,
drawn~out process that will very badly hurt the successful business we've
created."

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.

Others contend that a manager with a license can al·,,rays be hired.

"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.

Any restructuring would be complicated by the various relationships between


Trump's other casinos. Trump Hotels and Casino Resorts is a public holding
company in which Trump owns a 42%- stake. The holding company ownr"I the equity
of
Trump Atlantic City, Trump Marina (formerly called Trump castle), also an
Atlantic City casino, and Trump Indiana Riverboat Caslno, in Buffington
Harbor,
on Indiana's Lake Michigan shoreline. The public shares of the holding
company
trade at 1.03 down from 35 in Apr1l 1996.

Trump failed, too,to pay the coupon on Trump Castle's $62 million of 10.25%

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2001WL-BARRONS29751062
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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.

Another potential bidder: Colony C<11pit.aJ, <'! Los /l.ngeles-based real-estate


investment firm, which earlier this year purchased Atlantic City casino
Resorts
Atlantic City. The vice chaii::man of Resorts is none other than Nicholas
Ribis,
former president of Trump Hotels & Resorts.

---- INDEX REFERENCES ---­

COMPANY (TICKER); Trump Hotels & casino Resorts Inc.; Trump organization
(DJT

X.TMP)

NEWS SUBJECT: Analysts 1 Comments & Ratings of Stocks; Analyst


comment/Recommendation; Bond News; Debt/Bond Markets;
Barron's; Corporate Actions; Corparat~/Industrial News;
Corporate Bonds; High-Yield Issuers; Reatructurings &
Recapitalizations; English language content; Earnings
Projections; Performance; Market News (ANL c1s21 BON M12
ERNS CAC CCAT COB HIY R(.."N ENGL C152 C15 MCAT)

Consumer Cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; Lodging;


Recreational Products & Services (CNO ENT LOD REC)

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2001WL-JlARRONS29751062
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PRODUCT: Leisure (DLE)

GOVERNMENT: State Government; U.S. Government Agencies (STE USG)

REGlON1 New Jersey,· North America; New York; United States; United
States; Northeast U.S.; North American Countries (NJ NME
NY
US USA USE NAMZ)

LAYOUT CODES: Cover Story (CST)

word Count: 1235

11/12/0l BARRO»S 22

END OF OOCUMENT

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11112101 BONDWK 13 Page 47
11112/01Bondweek132001 WL 18249683
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Bondweek

Copyright 2001 Gale Group Inc. All rights reserved. COPYRIGHT 2001

Institutional Investor, Inc.

Monday, November 12, 2001

ISSN: 0278-6896; volume 21; Issue 15

Trump Trade Continues Amid Icahn Rumors.


FULL TEXT

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.

INDEX REFERENCES ---­

COMPANY (TICKE.R) : X. IC (X. IC)

KEY WORDS: tnJITED STATES

NEWS SUBJECT; English language content (ENGL)

INDUSTRY: Securities (SCR)

REGION: United States; North America; United States; North


American Countries (US NME USA NAMZ)

word Count: 107

11/12/01 BONDWK 13

END OF DOCUMENT

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l l/J J/OJ KOTPCN JO Page 48
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The Timea-Pica.yiJne

copyright 2001, The Times-Picayune. All rights reserved.

Sunday, November 11, 2001

MONEY
Trump resumes game of debt roulette ; But some investors not willing to play

Newhouse News Service

The country's heading toward a recession, The casino industry is


in a slump, And Donald Trump says his casino company can't afford to
pay its debt.

Haven't we heard this before?

In the early 1990s, Trump fought bitterly with bondholders to


reduce his casinos' debt payments. The holders vowed to stand firm
each tlme. And each time, the mogul who penned "The Art of the Deal"
and p~t his name on casinos from Atlantic City ta Gary, Ind., came
Ol.1t the winner,

Trump is at it again, at odd3 with the institutions and investors


who own $1.B billion in his company's junk bonds.

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.

On Halloween, Trump stunned bondholders with word that he would


not make any more interest payments, even though he had the money,
until he got lower rates. The situation was like a homeowner telling
the bank that no more mortgage payments would be made until the
interest rate was lowered.

Trump blamed the Sept. 11 terrorist attacks for hurting the gaming
business and the threat of competition in New York, which is ramping

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up to allow casino gambling.

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.

Still, it came as a surprise when Trump withheld $74 million he


owed on a $1.2 billion note backed by the Taj Mahal and Trump Plaza.

Trump thinks the negotiations will be easy.

"They (the bondholders) are happy with my results at the casinos,"


he said.

That is not what some bondholders say.

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.

Longtim~ trader Russell Hartranft, who called his $10,000 in Trump


bonds "small potatoes," said he was certain the major noteholders
weren't going to give in.

"Thi:'! Street ca.n't sta.nd The Donald," Hartranft said. "He's bad
news."

Another bondholder s~id he was prepared to take matters into his


own hands and take the money out of a casino cash cage if 'l'rump
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. "I say let's
get real management. Just give us the keys. Cive us the keya.r.

The outcome might not be that simple.

Bondholder!> have the right to take control of Trump's casinos if


they don't receive payment within 30 days of 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,

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Who blinks first is anyone's guess. Speculation on Wall Street is


that Trump, after testing the waters, will make the payment;..

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.

---- INDEX REFERENCES ---­

COMPANY (TICKER): Trump Hotels & Casino Resorts Inc. (DJT)

NAMED PERSON: TRUMP, DONALD J

NEWS SUBJECT: English language content; High-Yield Issuers;


Corporate/Industrial News; Sports/Recreation; Political/General News; Sports
& Recreation; Routine General News (ENGL HIY CCAT GSPO GCAT SPT NRGN)

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; J,odging;


~~creational Products & Services (CNO ENT LOD REC)

PRODUCT: Leisure (DLE)

REGION: United States; North American Countries; United States;


North America (USA NAMZ us NME)

LAYOUT CODES: (BFN)

word Count: 5 91

11/11/0l NOTPCN 10

END OF OOCUMRNT

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l l/9/01 STLGRN 028 Page 51
11/9/0l Star-Ledger (~ewark ~.J .) 0282001 WL 29566066
(Publication page reference~ are not avaUable for this document.)

The Star-Ledger Newark, NJ


(c) 2001. The Star-Ledger. All rights reserved.

Friday, November 9, 2001

Business

A $1.9 billion game Donald's latest bet is against his bondholders.

~The
It's

a shrewd play, and Trump-watchers caution not to underestimate the strategy

JUDY DEHAVEN

STAR-LEDGER STAFF

The country's heading toward a recession. The casino industry is in a


slump. And Donald Trump says his casino company can't afford to pay its
debt.

Haven't we heard this before?

In the early 1990s, Trump fought bitterly with bondholders to reduce


his casinos' debt payments. The holders vowed to stand firm each time.
And each time, the mogul who penned "The Art of the Deal" and put his
name on casinos from Atlantic City to Gary, Ind., came out the winner.

Trump is at it again, at odds with the institutions and investors who


own $1.8 billion in his company's junk bonds.

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,

"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.

On Halloween, Trump stunned bondholders with word he would not make


any more interest payments, even though he had the money, until he got
lower rates. The situation was like a homeowner telling the bank it
wasn't making any more mortgage payments until it lowered the interest.

Trump blamed the Sept. 11 terrorist attacks for hurting the gaming

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business ~nd the threat of competition in New York, which is ramping up


to allow casino gambling,

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.

Still, it came as a surprise when Trump withheld $74 million he owed


on a $1.3 billion note backed by the Taj Mahal and Trump Plaza.

Trump thinks the negotiations will be easy.

"They (the bondholders) are happy with my results at the casinos," he


said.

That is not what some bondholders say.

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.

Longtime trader Russell Hartranft, who called his $10,000 in Trump


bonds 11 amall potatoes," said he was certain the major noteholders
weren't going to give i.n.

"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."

The outcome may not be that simple.

Bondholders have the right to take control of Trump's casinos if they


don't :t"eceive payment 30 days afte:t" 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.

Who blinks first is anyone's guess. Speci.1lation on Wall Street .is t.hat

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Trump, after testing the waters, will make the pay(!'lent.

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.

Of course, bondholders could always negotiate. After all, they would


not receive any interest payments in a lengthy bankruptcy,

So far, Trump remains defiant.

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.

There is also the matter of cash flow. When evaluating a casino's


financial strength, analy!'>ta leek closely at casino "EBITDA" - industry
shorthand for earnings before interest, taxes, depreciation and
amortization, The EBITDA figure is important because interest rates and
taxes can vary widely.

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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.

Unlike the quick, pre-packaged :l':e<:.1rgani2ation that each of the TI'.'iimp


casinos went through in the 1990s, Kempf thinks negotiations with
bondholders could be long and contentious th.is Lime ai-ound.

But Barrack, Trump's friend, warned against counting the venerable


real estate mogul out just yet.

"My personal opinion is 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."'

Judy DeHaven cover.s the gaming industry. She can


be reached at jdehaven@starledgcr.com or {609) 348-1934.

#~-- lNDEX REFERENCES ---­

COMPANY (TICKER) : Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SUBJECT: Business Stories; English language content; High-Yield


Issuers; Corporate/Industrial News; sports/Recreation; Political/General
News; Sports & Recreation; Routine General News (BZZ ENGL HIY CCAT GSPO GCAT
SPT NRGN)

.MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Casinos & G«mbling; All '.!;:ntert.;i.inment & Leisur:-e;


Recreational Products & Services; Lodging (CNO ENT REC LOD)

PRODUCT: Leisure {DLE)

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EDITION: FINAL

Word Count: 104$

11/9/01 STLGRN 026

END OF DOCUMENT

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11/3101 NATLPOST FP8 Page 56
I 1/3/01 Nat'l Post FPS2001 WL 29558265
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National Post
(c) National Post 2001. All Rights Reserved.

Saturday, November 3, 2001

Financial Post: World

S&P cuts Trump Hotels debt i;·ating

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.

He may have a tougher time now convinclng creditors to give him a


second chance.

"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.

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on Wednesday, Mr. Trump, chairman of the company, said he was


withholding scheduled interest payment.a on US$1.6-billion of debt
because he wants to amend the terms.

INDEX REFERENCES

COMPANY (TICKER): Trump Hotels & casino Resorts Inc.; Mcgraw~Hill Cos.;
Standard & Poor•s Corp. (D~T MHP X.SDP)

KEY WORDS: HOSPITALITY INDUSTRY; HOTELS; CASINOS; CREDIT RATING;


BONDS; CORPORATE RESTRUCTURING

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)

STORY ORIGIN: NEW YORK

NEWS CATEGORY~ BUSINESS

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Lodging; Casinos ~ Gambling; All Entertainment & Leisure;


Book Publishers; Publishing; Media; Industrial & Commercial Services, Other;
Reer!':'ationa.l Products & Ser.vices (LOO CNO ENT BOK PtTB MED ISO REC)

PRODUCT: Leisure (OLE)

REGION: United States - New York; Northeast U.S.; United States;


North American Count.ries; New York; North America; United States (USNY USE
USA NAMZ NY NME US)

EDITION: NATIONAL

word Count: 325

11/3/0l NATT,POS'T' FPS

END OF DOCUMENT

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11/2101 FTI (No Page) Page 58
11/2/01 Fin. Times (Pg. Unavail. On1ine)2001 WL 29307287
(Publication page references are nol available for this document.}

Financial Times
(cl 2001 Financial Times Limited . All Rights Reserved

Friday, November 2, 2001

COMPANIES & FINANCE IN'l'ERNATIONAL - S&P reduces Trump ratings - NEWS DIGEST.

By JENNY WIGGINS.

S&P reduces T·rump ratings

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.

(c) Copyright Financial Times iJtd. All rights reserved.

http://www.ft.com.

---- lNDEX REFERENCES --~~


r
NEWS SUBJECT: Corporate Credit Ratings; Funding/Capital;
Corporate/Industrial News; English language content; Ratings of Bond & Debt;
News Digest; Content Types; News Summaries (Cl74 Cl? CCAT ENGL RTG NSUM NCAT
SUMI

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: All Entertainment·& Leisure; Recreational Producte &


Services {£NT REC)

PRODUCT: Leisure: (DLE)

REGION: United States; North American Countries (USA NAMZ)

Word Count1 17

11/2/01 FT! (No Page)

END OF DOCUMENT

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{Publication page references arc not available for this doc\lment.)

controls 42t of the heavily leveraged company. In 4 p.m. composite trading on


the New York Stock Exchange, Trump Hotels shares were down 20t, or 25 cents,
1

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."

---- INDEX REFERENCES ---~

COMP~Y (TICKER): Trump Hotels & Casino Resorts Inc. (DJT)

NEWS SUBJECT: Bond News; Debt/Bond Markets; Corporate Actjons;


Corporate/Industrial News; Corporate Bonds; Financing Agreements; Financing
Agreements; High-Yield J~~uers; Wall Street Journal; English language
content; Market New~; Funding/Capital (BON M12 CAC CCAT COB FNC C173 HIY WSJ
ENGL MCAT Cl?)

MARKET SECTOR: Consumer cyclical (CYC)

INDUSTRY: Casinos & Gambling; All Entertainment & Leisure; Lodging;


Recreational Products & services (CNO ENT LOD REC)

PRODUCT: Leisure {DLE)

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)

LAYOUT CODES: Large Majors (LMJ)

word Cottn t ~ 412

11/1/01 WSJ BS

END OF DOCUMRNT

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I I/1/01 PHILA-INQ COJ P<ige 62
11/1/01 Phila. Inquirer C032001 WL 29263536
(Publication page references are not available for this document.)

an African American employee of Eest Buy, was subject to racial


harassment at the company's Oxford Valley stare. Best Buy also agreed to
provide training on racial issues, employment, and the law to store
personnel,

AmerisourceBergen declares first quarterly dividend

The board of directors of Ame1-isource8ergen Corp., Valley Forge,


declared the company 1 s first quarterly dividend, a cash dividend of 2.S
cents per share on common stock. The dividend is payable Dec. 3 to
shareholders of record Nov. 19.

First USA to clORP. Klng of Prussia and Tempe offices

First USA Bank., Wilmington, plans to close its King of Prussia


technology office and its Tempe, Ariz., site in a cost-cutting move,
Philip Heasley, president of the giant credit card bank, told workers
this week. Some of the 35 King of Prussia workers will be offered jobs
in Wilmington, where First USA employs 3,000; some of the 750 Tempe
worker$ will be absorbed at parent Bank One Corp, 's Arizona offices,
spokesman Tom Kelly said. First USA is also eliminat.ing 50
information~technology jobs.

PGW Web site to show results of customer survey

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.

PSB Bancorp earn.ings report will be on time

PSB Bancorp, Philadelphia, plans Lo file its third~quarter earnings


report with the Securities and E~change Commi$sion on Nov. 14, by the
end of the SEC'n etandard reporting period, after completion of the
report by its new accountant, Grant Thornton L.L.P., which replaced
Stockton Bates L.L.P.

Elsewhere

France's Alcatel to lay off 10,000 more workers

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(Puhlication page references arc not available for this document.)

Telecommunications equipment supplier Alcatel S.A. announced it was


cutting an addj_tional 10, ooo jobs, or about 9 percent of its wo1:kforce,
and said i t expected to report losses for the full year. Chief executive
officer Serge Tc:huruk said the slowdown in the telecommu..".l.ications
equipment market, which has also hit other major suppliers such as
Britain's Marconi P.l... C. and Sweden's L.M. Ericsson, would likely worsen
in the first half of 2002. Including the cuts announced yesterday, the
French company now plans to lay off 32,500 employees during 2001 and
2002. At the end of 2000, it employed 110,000 people.

New CEO named by Kvaerner Shipyards' parent

Kvaerner ASA, the Anglo-Norwegian conglomerate, named a new chief


executive otficer - Kristian Siem, 51, now chairman of; a holding company
with oil and gas drilling and underwater construction. Siem replaces
Kjell E, Almskog, who resigned under pressure while the company was
negotiating a deal with creditors to avert bankruptcy. Early in
Almskog's reign, he stunned the industry by announcing that Kvaerner
would sell all 13 of its shipyards, including the one in Philadelphia.
The company has since sold all but its most modern yards - Philadelphia;
Warnow, Germany; and Helsinki, Finland.

Early-retirement deal means only 2,000 layoffs at Delta

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,

P&G's job-cutting program means no maas layoffs

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.

Canad:Bn lumber could get another hefty tariff

Copr. © \Vest 2001 No Claim to Orig. U.S, Govt. Works


11/1/01 PHILA-INQ C03 Page 64
11/1/01 Phila. Inquirer C032001 WL 29263536
(Publication page references are not available for this document.}

The Dush administration said it would impose another tarift on


Canadian lumber after finding that Canada was dumping its wood on the
United States at artificially low prices. The 12.6 percent duty will be
added to the 19.3 percent tariff put on Canadian ;;;oftwood lumber in
August because the administration found that the Canadian government
unfairly subsidizes its industry. Softwood lumber, commonly used for
home construction, comes from fir, pine and other cone~bearing trees, An
economist for a homebuilders group says the two tariffs add about $1,500
to the price of an average home. Canadian producers have denied the
accusations.

Yield on taxable money-market funds down to 2.23%

The ave~~ge ~nvnn-day yleld on taxable money-market funds was 2.23


percent this week, down from 2.29 percent last week, according to
iMoneyNet Inc, The average yield on tax~free funds was 1.63 percent, up
from '1. 56 percent last ,,,.eek.

INDEX REFERENCES

NEWS ST.mJECT: English language content; News Agency Material;


corporate/Industrial News; Content Types (ENGL NNAM CCAT NCAT)

MARKET SECTOR: Consumer Cyclical (CYC)

INDUSTRY: Lodging; Casinos & Gambling; All Entertainment & Leisure;


Recreational Products &t Services (LOD CNO EN'l' REC)

PRODUCT: Leisure (DLE)

EDITION: CITY-D

Word Count: 1199

11/1/01 PHILAMINQ C03

END OF DOCUMENT

Copr. 0 West 2001 No Claim to Orig. U.S. Govt. Works


I J/J/01 DTLONDON P37 Page 65
11/1/01 Daily Telegraph (London) P372001 WL 29477506
(Publication page rercrences are DQt avail.able for this document.)

The Daily Telegraph


(c) Telegraph Group Limited, London, 2001

Thursday, November 1, 2001

City - Trump threat to delay bond payments.

By Simon English.

in ~~ew York

DONALD Trump is threatening to delay $90m ( #62m) in interest payments owed


to
investors as the slowing economy and increased competition hurts his casino
and property bus·lnt;i$!lt.

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.

---- INDEX REFERENCES ---­

NEWS SUBJ~CT: Rnglish language content; Corporate Debt Instruments;


Funding/Capital; Corporate/Industrial News; Bond Pricings; Sub··National/Local
Borrowing; Government Finance; Municipal Bonds; Economic News; Economic News,
Trends and Analysis, U.S.; Government Borrowing {ENGL Cl72 C11 CCAT BPR E214
E21 MUN ECAT ECO E212)

Copr. 0 West 2001 No Claim to Orig. U.S. Govt. \Vorks


1111101 DTLONDON PJ7 Page 66
11/1/01 Daily Telegraph (London) P37200l WL 29477506
(Public11tion page refercni:cs are not available for this docun1ent.)

MARKET SECTOR: consumer Cyclical (CYCl

INDUSTRY: casinos & Gambling; Lodging; All Entertainment & Leisure


(CNO LOD ENT)

PRODUCT: Gener~l Economic Stories; Leisure (DEC DLE)

REGION: United Kingdom; united States; western European Countries;


European Countries; North American Countries; United St.ates; United States ­
New York; Northeast U.S.; New York; North America (UK USA WEURZ EURZ NAMZ US
USNY USE NY NME)

word Count: 191

11/1/01 DTLONDON P37

END OF DOCUMENT

Copr. li!i West2001 No Claim to Orig. U.S. Govt. Works


l l/l/01 NYDLYNWS 47 Page 67
l l/I/01 N.Y. Daily f\"ews 472001WL27986170
(Publication page references are not availablf' fur this document.)

New York Daily News

copyright 2001 Daily News, L.P.

Thursday, November l, 2001

BUSINESS

TRUMP SEEKING BETTER DEAL ON CASINOS DEBT

ERIC HERMAN DAILY NEWS BUSINESS WRITER

The Donald needs more time to pay his rous.

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.

John Leupp, a casino analyst at CS First Boston, said Trump would


try to negotiate with his bondholders for more favorable terms,
including lower interest payments.

Currently, the company's interest payments are so high they eat up


most of lts cash flow.

"You want to entertain a restructuring to avoid further problems


down the road. You want to do things like be able to maintain the
competitiveness of the properties:," Leupp said.

"You want to avoid a more significant event like a bankruptcy


process, which could take longer and would not benefit either party
at the end of the day, it he added,

Trump 1 s three Atlantic City casinos Trump Plaza Hotel and


M

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

Copr. (('.} Wcst2001 Nu Claim to ()rig. U.S. (lovt. Works


11/1101 NYDLYNWS47 Page 68
11/1/01 N.Y.DailyNews472001 WL27986170
(Publication page references are not available for thi$ document.)

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.

Because of Trump Casinos' financial difficulties, it is seen as a


risky investment. Therefore, it has had to entice lenders by selling
bonds that pay high interest.

Trump's bonda are held by.mutual funds, pension funds and banks.

Interest payments of $73 million came due today on $1.3 billion in


debt secu~ed by the Taj Mahal and Plaza.

Also being renegotiated is $15 million of interest on $242 million


in debt secured by the Marina.

"The company has too much debt, 11 said John Kempf, an analyst at
Goldman Sachs.

The company has suffered from mismanagement, one analyst said. In


1999, the company closed its World's Fair caslno in Atlantic City and
Trump's Indlana riverboat casino has done as well as hoped.

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."

TABULAR OR GRAPHIC MATERIAL S~T FORTH IN THIS DOCUMENT IS NOT DISPLAYABLE

Caption: PHOTO LEFT/AP; PHOTO RIGHT/JENNIFER ALTMAN PAYMENT TO BONDHOLDERS


NOT IN CARDS Donald Trump said the events of Sept. 11 have changed the
environment at Atlantic City, worsening financial shape of his Plaza, Marina
and Taj Mahal casinos, so interest on debt is not being p~id.

~ INDEX REFERENCES

COMPANY (TICKER) : Trump Hotels & Casino Resorts Inc.; Credit Suisse First

Copr, © West 2001 No Claim to Orig. U.S. Govt. Works


11/1/01 NYDL'\'NWS47 Page 69
11/1/01 N.Y. DailyNews472001 WL27986170
(Publication page refertnces are not available for this doeu1nent.)

Boston Corp.; Credit Suisse Group; Goldman Sachs Group Inc. {DJT Z.CSF z.CSG
GS)

NEWS SUBJECT: English language content; High~Yield Issuers; Dow Jones


Total Market Index; Corporate/Industrial News (ENGL HIY WEI CCAT)

MAR.KET SECTOR: Consumer Cyclical (CYC)

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

PRODUCT: Leisure (OLE)

EDITION, SPORTS FINAL

LAYOUT CODES: (BFN)

word Count: 4 93

11/1/01 NYDLYNWS 47

END OF DOCUMENT

Copr. © West 2001 No Claim to Orig. U.S. Govt. Works


10/3 liOI NYT-ABS 13 Page 70
10/31/01 N.Y. Times Abstracts 132001Wt29618296
(Publication page references are not available for this document.)

New York Times Abstracts

copyright (c) 2001 ProQuest Information and Learning. All rights reserved.

Copyright New York Times Company Oct 31, 2001

Wednesday, October 31, 2001

ISSN: 0362~4331

Section C

Page THE MARKETS: Market Place

Where Donald Trump sees trouble in Atlantic City, bondholders see an effort
to

cut a deal.

Riva D Atlas

At least some bondholders contacted yesterday said they did not


take Mr, [Donald Trump) • s threats seriously. In fact, they are
wondering whether Mr. Trump could be trying to take advantage of a
decline in bond pricea to cut a favorable deal for himself.

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.

---- INOEX REFERENCES

NEWS SUBJECT : English language content (ENGL)

EDITION: LATE ~O!TION (EAST COAST}

word Count: 137

10/31/01 NYT-ABS 13

END OF DOCUMENT

Copr. © West 2001 No Claim to Orig. lJ.S. Govt. Works


Page t 1

C<)pyright 1999 Business Wire, Inc.

Business \Vire

May 7, 1999, Friday

DISTRTBlJTION: Business Editors

LENCiTH: 4533 words

HEADLINE: Tn1mp Hotels & Casino Reso1ts Reports Fir~t Quarto:r '99 Results

DATLLINE' :-JEW YORK

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

TRtrrvtP HOTELS & CA8TNO RESORTS, TI\C.


Condensed Consolidated Sraren1ents of'Oper;itions
(Unaudited)
(In thousands, except ~hare data)

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)

NET REVENlJES $ 316,0SO $ 316,594

COSTS & EXPENSES


GAMING $ 185,000 s 185,206
ROOMS 7,803 7,108
FOOD & BEVERAGE 11,211 10,764
GENERA.L & ADMIN 65,628 64,617

TOTAL EXPE1'SES s 269,642 $ 267,695

EBITDA $ 46,408 s 48,899


CRDNlNDIANA STATE & MUNIC OBLIG. $ 2,088 $ 2,058
DEPRECIATlO::-J & AMORTIZATION 22,347 21,663
INTEREST INCOME (1,642) (3.108)
INTEREST EXPENSE 55,531 55,621
DEV"ELOPYIENT COSTS 707.. 204
OTHER NON OPER EXPENSE 1,625 297

TOTAL NON-OPERATING EXPE1'SE, NET $ 80,651 $ 76.735

LOSS BEFORE MJNORJT'i INTEREST &

CUMULATIVE EFFECT 01• ACCTG PRIN CilANGE ($ 34,243) ($ 27 ,836)

MT'.'l"ORIT\' TNTFRF.ST 12,523 10,166

CUMULATIVE EFFECT OF ACCTG PRIN CHANGE (J,565)

NET LOSS ($ 25,285) ($ 17,670)

WEIGHTED AVV.R.-\GE No. SH1\.RES 22,195,256 22,229,145

BASIC AND Il!LUI !ill LOSS PER SHARE ($ 1.14) ($ 0.79)

NET LOSS AS ADJUSTED(!) ($20,244) ($ 17,339)

BASIC AND Il!LUTED LOSS PER SHARE

(AS ADJCSTED) ($ 0.91) ($ 0.78)


Page 13
Business \Vire, May 7, 1999

(1) Net Loss As Adjusted excludes Development Costs 11nd ~-on··Operating


Costs effected for Minority Interest and the Cumulative Effect of
the Accounting Principle Change.

Note: Certain prior year reclassifications have been niade to conforn1


to curren~ year presentation.
TRUMP ATLANTIC CITY ASSOCIATES
Condensed Consolidated Statements of Operations
(lJnauditcd)
{ln thousands)

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)

NET REVFNUES $ 214,632 $ 22I,596

COSTS & EXPE'\JSES


GAMING s 122,398 $ 126,652
ROOMS 6,718 6,440
FOOD & RF.VF.RAGE 8.208 8.167
GENERAi, & ADMIN 40,439 40,376

TOTAL EXPE.NSES $ 177,763 $ 181,635

FBlTOA $ 36,869 $ 39,96I

CRDA $ 814 s 876


DEPREC &AJ\10RT I5,55I 15,428
JNTER.EST INCOME (707) ( 1,867)
INTEREST EXPENSE 38,397 38,779

TOT.l\.L NOr,;~OPERATING EXPENSE, NET $ 54,055 $ 53,216

NET LOSS ($ 17,186) ($ 13,255)


Note: Certain p1ior year reclassifications have been 1nade to conform
to current year presentation.

TRUt-f P PLAZ/~ 1\SSOCIATES

Condensed Staten1ents of Operations

(Unaudtted)

(In thousand-;, except stati">tical lnforrnation)

3 M01'THS
31-Mar~99 31-Mar~98

REVENUES
CASINO 182,322 $ 87,293

No. of Slots 4,204 4,076

Win per Slot/Day s I60 s 170

Page 14
Business Wire, Ivlay 7, 1999

Slot \Vin $ 60,654 $ 62,386

No. of Tables 103 117


Win per Table/Day $ 2,337 $ 2,365
Table Win $ 21,668 124,908
Table Drop $ 140,082 $ 151,612
Hold% 15.So/o 16.4<}'o

ROOMS $ 7,751 $ 7,550


No. ofRootns Sold I02. 946 97, 708
Room Rates $ 75.29 I 77.53
Occupancy o/Q 81.6o/o 77.3%

FOOD & BEVERAGF I 11,973 $ 12,680


OTHER 2,739 2,824
PROMOTIONAL ALLOWANCES (13,989) (14,323)

NET REVENl JES S 90,796 I 96,024

COS'rS & EXPENSES


(iAMfNG $ 50,233 5 54,019
ROOMS 3,070 2,972
FOOD & BEVERA(iE 4,124 3,610
GFNERAL & ADMIN 19,284 19,61 l

TOTAL EXPENSES $76,711 180,212

EBITDA(I) $14,085 $15,812


(1) FBlTDA reflects earnings before dcprccialion, interest, taxes and
CRDA WTitcdown.

!\Tote: Certain prior year reclassifications ha,,.e been made to conform


to current year presentation.
TRVMP TAJ MAHAL ASSOCIATES
Condensed Staten1ents of Operations
(Unaudited)
(In thousands, except statistical mfonnation)
3 MOI\'THS
31-.\1ar-99 3l-J\.1ar-98

REVEl\.UES
CASINO $112,844 $114,471

No. of Slots 4,175 4,145


Win per Slot'Day $184 $183
Slot \\-'in s 69.071 $ 68,380

!<o. ofl'ables 147 156


\\'in per Table/Day $ 2,926 $ 2,960
Table \Vin $38,715 $4L556
Table Drop $ 234,539 $ 274,652
flol<l % !ti.So/., 15.1%

Poker, Keno, Race \Vin $ 5,058 $ 4,535

ROOMS $ 7,965 $ 9,369


Page 15
Dustness \Vire, May 7, 1999

Ko. ofRoonis Sold 105,253 95,835


Avg Roon1 Rates $ 75.67 $ 97.76
Occupancy 0111 93.6~-o ss.2°,'(,,

FOOD & BEVERAGE $ 12,257 $ 13,064


OTHER 4,891 4,762
PROMOTIONAL ALLOWA>JCES (14,121) (16,094)

NET REVENUES $ 123,836 $ 125,512

COSTS & EXPE>JSES


GAMING $ 72,165 $ 72,633
ROOMS l,648 3,468
FOOD & BEVERAGE 4,084 4,557
GENERAL & ADMIN 21,364 20,793

l{Yl'AL liXPlJNSl~S $ 101,261 $ 101,451

EB!TDA (I) $ 22,575 $ 24, 121

Nore: El\ITDA reflects earnings before depreciation, interest, taxes


and CRDA v..'fite-down.

TRUMP'S CASTLE ASSOCIATES

d/b/a TRUMP MARINA

Condensed Staten1L'.nts of Opl'.rations

(tJruJ u<litl'.d)

(In thousands, except statistical information)

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

Poker, Keno, Race \Vin $173 $283

ROOMS $ 3,286 $ 3,557


No. of Rooms Sold 47 ,473 52,682
Avg Room Rates $ 69.22 $ 67.52
Orc:up~ncy~\. 7?.. 5% 80.4°/~

FOOD & BEVERAGE $ 7,269 $ 7,494


OTHER 1,603 1,885
PROMOTIONAL ALLOWANCES (8,562) (8,946)

NE'!' REVENlJES $ 6'1,486 $ 66,723


Page 16
Business \Vire. May 7, 1999

COSTS & EXPENSES


GAMI:NG $ JS,782 $ 39,997
ROOMS 692 668
FOOD & BEVERAGE l,Tl6 1,832
GENERAL & ADMIN 14,355 14,752

TO·rAL EXPENSES s 55,605 $ 57,249

EBITDA (I) $ 3,881 $ 9,474


(I) EBlTDA ref1ects earnings before depreciauon, interest, taxes and

CRDA writedown.

Note: Certain prior year reclassifications have been made to conform


to current year presentation.
TRUMP INDIANA, NC.
CDndensed Statements rof()pcrations
(tJnauditcd)
(In thousands, except statistical infr>nnation)
.JMONTHS
31-Mar-99 31-Mar-98

REVENUES
CASINO $ 35. 727 $ 27,836

No. ofSlots 1,310 1,367


Win per Slot/Day $233 $162
Slot Win $ 27,232 $ 19,377

No. of Tables 5'.! 59

Win per Table/Day $ 1,815 $ 1,602

T11ble Win $ 8,495 $ 8,459


Table Drop $51,363 $51,133
Hold ~O 16.5°/u 16.5~0

ROOMS $ 570
:-Jo, ofRoo-ns Sold 9,099
Avg Roon1Ratcs $ 59
Occupancy~'~ 36.6~{,

FOOD & BEVERAGE $ 742 $ 432


OTHER 350 204
PROMOTIO'CAL ALLOWAKCES (457) (197)
NET REVEKUES $ 36,932 $ 28,275

COSTS & EXPENSES


GAMll\'G $ 23,820 I 18,551
ROOMS 393
FOOD & ilE\'ERAGE 1.227 765
GENERAL & ADM!N 6,483 5,834
TOTAL EXPFNSES $31,923 $ 25,156

FRITl'lA (I) $5,009 Sl.119

(I) EBITDA reflects earnings before depreciation. interest, taxes,


Indiana regulatory costs and non-operating expenses.
Page 17
Business Wire, May 7, 1999

Note: Certain pnor year reclassifications have been made to confnrm


to curreot year presentation.

TRUMP HOTELS & CASINO RESORTS, INC.


Supplemental Infonnation
(Unaudited)
(In thousands)

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

Copy1ight 1999 PR I\ev1swire Association, Inc.

PR Newswire

May 10, 1999, Monday

SECTfOf\T: Financial News

DISTRIBUTION' TO BUSINESS EDITOR

LE'JGTH: 1677 words

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

DATELINE: Li\S VEGAS, May 10

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.

MIRAGC RESORTS, INCORPORATED

Three Months Ended March 31, 1999 1998


(In thousands)

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

Operating costs and cxpcn~cs


Casino-hotel operations 354,532 205,646
General and administrative 73,365 39,981
Depreciation .and amortization 43,832 22,584
471,729 268,211

Operating profit 108,984 66.954

Corporate expense (11,258) (8,485)


Preopening and related promotional
expense (31,455)
Equity in earnings of Monte Carlo 8,858 7 ,439

Income from operations 75,129 65.908

Interest cost (38,302) (29,167)


Interest capitalized 11,722 23,82:'5
Other, including interest income 1,090 4,851
Income before income taxes,
extraordinary \rem and cumulative
effect of ao.:ounting change 49,639 65.423

Provision for income taxes (17,569) (23,823)


Income before extraordinary itetn
and eurnulative effect of
accounting change 32,070 41,600
Page 6
PR Newswire, ~1ay 10, 1999

Extraordinary loss on e::irly


retirement of debt. net of
applicable income tax benefit (3,521)
Cumulative effect (to Janunry I, 1999)
of change in method of accounting for
preopening costs, net of applicable
income tax benefit (30,577)

Net income $1,493 $38,079

MIRAGE RESORTS, INCORPORATED

Three Months Ended March 31. 1999 1998

Basic earnings per share


lncorne b~fore preopening and related
rromotional expense, c.xfral)rdinary
item and cumulative effect of
accounting change $0.29 $0.23
Prcopcning and related promotional
cxpcn!>c (0.11)
Extraordinary loss on early retirement
of debt (0.02)
Curnulati ve effect (to January l, 1999)
of change in n1ethod of accounting
for µreopening costs (0.17)
Net income per share $0.01 $0.21

Diluted enrning.s per share


fncome before preopening and related
promotional expense, extraordinary
iten1 and cun1ulative effect of
accounting change $0,7.S S0.22
Preopening and related pro1notional
expense (0. I l)
Extraordinary loss on early retirement
of debt (0.02)
Cumulative effect (to January 1, 1999)
of change in method of accounting
for µreopening costs (0.16)
Net income per share $0_01 $0.20

Common and common equivalent shares (In thousands)


\ \1eighled·average common shares
outstanding (used 1n the calculation
ofbasir earnings per share) 180,527 179,443
Potential dilution from the assumed
exercise of common stock options 10,920 13,270
Weighted-average comn1on and conwon
equivalent shares (used in the
calculation of diluted earnings
per share) 191,447 192,713

SOURCE Mirage Resorts, lncorpcirated


CONTACT; Alan Feldman of Mirage Resorts, Incorporated, 702·693· 7147
Page 7
PR Newswire, May 10, 1999

LO.i.\D-DA.TE; May 11, 1999


.. ...
'

NEWS RELEASE

For Immediate Rt!lease: October 25, 1999


For further information, contact: Nicholas L. Ribis, President and CEO (212) 688-0190

TRUMP HOTELS & CASINO RESORTS

THIRD QUARTER RESULTS

EBITDA INCREASED TO 5106.7 MILLION VS. 590.6 MILLION IN 1998

NET PROFIT INCREASED TO 63 CENTS PER SHARE

VS. 2~ CENTS PER SHARE IN 1998

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."
(

7')~ l='ifrh Avenue• NewYtlrk ,\JY 10022 • 71?-AOl-l'ir'c() • !'.-".:.)( 2l2-6Ri\-01Q7


Trump Boardwalk Properties Results
(5 in millions} 1999 1998 1999 1998
Ttlird Third Nine Nine
Quarter Quarter Months Monlhs
Trump Taj 1'.ilahal
Revenues 5167.7 Sl62.l 5436.2 S426.7
Operating Profit 41.4 36.5 77.4 7L4
ESITDA SLO.- 46.0 106.6 100.2
Margin 30A').~ 28.4'ro 24.4o/o 23 .5~'4

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%

Trump Atlanlic City Associates


Revenues $284.7 Sl76.9 S748.3 S739.9
Operating Profit 66.I 54.0 123.7 110.4
EBITDA 82.0 - 70.4 171.8 159.1
~largin 28.8~-Q 25.~~-Q 23.0~'0 21.5°/o

Trump Marina Results


(Sin rnil\ion5) 1999 1998 1999 !993
Third Third Nine Nine
Quarter QuMer Month$ Months
Tnimp Marina
Revenues 583.5 SSl.3 $223.7 5215.4
Operating Profit 14.8 10.9 28.2 22.9
EBITDA 19.6 - 15.3 42.3 36. l
t\.1argin 23.5% 18.7% 18.9o/~ 16.So/a

Trump Indiana Results


(Sin millions) 1999 1998 1999 1998
Third Third Nine Nine
Quarter Quarter Months Months
Trwnp Indiana
Revenues 534.9 Sj8,g $108.5 $103.0
Operating Profit 2.3 2.S 8.1 5.5
EBITPA 5.0 .... 4.8 16.I 12.5
Margin 14J~'a 12.4o/o 14.8o/o 12.1%

\
' 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

Wrihh$ld pur~~en'. to $~~mpticr

(bi(b)

of ·h~ ~m~dom of lrforrnation ar ~ Pn,·a·~; Act


'
"
•, ,'•

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

Copyright 1999 PR Newswi(e Association, Inc.

PR Ncwswir..:

July 21, 1999, \Vednesday

SECT10N: Financial News

DISTRIBUTION' TO BUSINESS EDITOR

LENGTH: 4314 words

HEADLINE: Harrah's Entertainment Reports 1999 Second Quarter and First I·IalfResuhs

DATELINE. MEMPHIS, Tenn., July 21

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,

exceedJng analysts' estimates

* Record revenues of $751.l milhon


* EBITDA up 44%1 to a record Sl82.8 million
* Same store gaming revenue growth 15% over prior year
* Rio and Showboat acquisitions made scrong positive impacts on EBJTDA
* Harrah's Atlantic City outpaced market growth by nearly 50%
* Showboat .East Chicago re.branded as J:-larrah 's for full quarter and

substantially outperfonned gro\vth rate ofChicago!and market

* Completed refinancing of long-term debt, lowering borro\ving costs


* Reached agreement to sell interests in Star City Casino in Sydney,

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."

Las Vegas, Lake Tahoe and Laughlin Lead Western Region


Western Region Results
(in millions) 1999 1998 1999 1998
Second Second First Half First Half
Quarter Quartet
Rio llotel & Casino
Revenues $115.2 $235.9
Operating pro flt 16.1 38 2
EBITDA 25.3 55.3
Harrah$ Southern Nevada
Revenues $92.5 $87.6 $185.4 $172.6
Operating profit 17.0 13.4 33.7 26.9
EBITDA 25.J 21.4 50.3 42.8
Harrah's !\'orthern Nevada
Revenues $75.3 $71.8 $144.2 $133.3
Operating profit 11.3 10.0 17.6 14.0
EBITDA 17.3 15 7 28 2 24 8
Total \\t'esiern Region
Revenues $283.0 $159.4 $565.4 $305.9
Operating profir 43.9 23.0 88.8 40.2
EBITDA 67.5 36.6 133. l 67.0

Rkl reported increased second qu::uter revenue, up 17o/o co1npa1ed to the


revenue it reported as a separate company in second quarter 1998. EBITDA at
Rio was up 26% over the levels reported by Rio for second quarrer 1998

Satre said, "Rio achieved record second quarter results as it rriaintainq


its appeal to 1ocals and visilors alike. The Rio has once again received
awards from local La~ \'egas polh as well as prestigious casino and travel
trade publications, including "Best Hotel Value in the World" by Travel ::ind
Leisure Magazine and "Best Overall .Hotel i11 Las Vegas'' by the Zagnt Survey of
Resorts, Hotels nnd Spas. This tradition of excellence and !he addition of
the new convention center and Palazzo Suites are big reasons this property
reported improved performance."
In Southern Nevada, EBITD.t\ at Harran·s Las Vegas increased 19% over prior
year primarily as a result of cross-market visitation and improved margins.
f-Iarral1's Laughlin reporte.d an 18% inch~a~e in EBITDA for St~cond quarter Jn
Northern Nevada. EBITDA at lfarrah·s Reno was basically flat to prior year, but
EBITDA increased at llarrah 's Lake Tahoe over a year ago.
"The strong appeal of our J·Jartah"s !\1evada properties makes them big
beneficianes of our customer loyalty strategy," Satre said. "H11rn1h 's I.as
Page 14
PR Kcwswirc, July 2 l, 1999

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."

Harrah's Atlantic City Reports Record Revenue and EBITDA


Eastern Region Results

(in n1illion3) 1999 1998 1999 1998


Second Second First Half first Half
Quarter Quarter

Harrah ·s Atlantic City


Revenue $103.2 $93.9 $195.3 $180.3
Operating profit 25.1 21.3 4;1.3 38.4
EBIIDA 3LO 26,0 55.3 48.5
.Showboat Atlantic City*
Revenue $93.5 $29.9 $180.5 $29.9
Operating profit 21.0 6.4 39.S 6.4
8BITDA 26.7 8.4 50.7 8.4
Total Eastern Region
Kevenue $196.8 $123.8 $)75.8 $2102
Operating profit 45.4 27.7 81.5 44.8
EB!TDA 57.1 34.5 104.6 56.9

*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."

Strong Performances in Chicago!and and Missouri Drive Record Revenues for


Central Region
Central Region Resulls

(in millions) 1999 1998 1999 1998


.second Second First l'lalf First Half
Quarter Quarter

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

Harrah's Joliet reported a 19% increase in EBITD,<\ on a 24% increase in


revenues over prior year.
Jn East Chicago, the second quarter was the first full quarter the
property opetared as a Ilarrah 's branded property, and the results demonstrated
the value of the Harrah's brand name and marketing and operating systems.
Page J5
PR Newswire, July 21, 1999

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.

Managed Casino Results Continue To Be Strong


Managed and Other Results

(in millions) 1999 1998 1999 1998


Second Second First Half First Half
Quarcer Quarter

Managed and (lther


Revenues $18.2 $223" $34.9 $32.5*
Operating profit 15.6 20,2* 29.8 28.9*
EBITDA 15.7 18.7* 30,5 26.7*·

*Results in second quarter 1998 inclt1ded il g~in on the buy·o\1t of Harn1h's


management contract tor the Sky C1ty Casino in Auckland, New Zealand.

Harrah's cr.sinos manl'.lged for Native American governmencs had another


strong performance during second quarter 1999. Management fees from Harrah·s
Cherokee and Harrah's Prairie Band increased over last year primarily due to
second quarter revenue Jncreases of 367'> and 38%,, r<•-,spe<'t1vely, at these
properties.
"Each of the casinos we manage on Native American lands in Arizona, Kansas
and North Carolina maintained their strong performances during the second
quarter," stated Sntre. "These proptrlies play importilnt financial roles for
their Tribal Comn1unities and have benefited from the cross-market play that
underlies the 011era1J Harrah's brand ~tratcgy."
Page 16
PR Newswire, July 21, 1999

Other Items Affecting Income


Increased ·:orporate expense for the quarter in<.:ludcd approximatdy
$2.0 n1illion in consultant costs for a conlplete review of corporate services
and expenses. This review 1,0,:as undertaken for several reasons but primarily
because of the subsrantial growth rhe company hns experienced over the last
18 months. The review generated ideas from employees 10 cut costs through
internal departrnent efficiencies, auton1ation, capturing synergies, outsourcing
and streamlining or elin1inating select, underutilized internal products or
services. As a result, expenses are expected to be reduced by approximately
$15 million a11nuatly. These savings will be phased in over the nexl 12 to
18 months.
"We chose to undertake this analysis at a tinie \\'hen our businesses were
performing at record levels. To met'.t our goal of 1ndustty leadership and
world"class performance requires us to be continually vigilant even when
things are going well," ei;,plained Satre. "We must he sure rhat all we do adds
value ultimately to our customers, our investors and our fellow employees. It
is important that we are properly posrlionu:l for gro\vth in the most efficient
manner possible."
Project opening costs in ~ccond quarter 1999 were assnciatcd with
expansions, remodeling and conversions at the Harrah's Joliet, East Chicago
and Shreveport properties. Prcopcning costs included in equity in
nonconso\idatcd affiliates for second quarter 1999 related to Harrah's New
()rlcans, on target for tl October 1999 opening, and for National Airlines.
which hcgan operations during the ~E:cond quarter.
Second quarter 1999 included $4.4 million for atnonization of goodwill and
trademarks primarily in connection with the Showboat acquisition and the Rio
merger. Interest expense was higher due to debt associated with the
acquisitions.
Refinancing various company debt on more favorable terms in second quarter
1999 resulted in extraordinary losses of $7 .4 million- Combined \Vith other
refinancings since late fourth quarter 1998, Harrah's Entertainment has
virtm:illy restructured its entire de.bt portfolio, better positioning the
co1npa11y for the long tenn and creating tlexibility for strategic
opportunities-
The increrise in the numbe.r of shares outstanding in the quarter compared
to the prior year \.Vas primarily the result of shares issued in the Rio merger
The second quarter built on trend~ set in fin;t quarter 1999 re.~ul!ing in
year-to-date record revenues, EBITDA, income before ci:.traordinary lo.~se~ and
net income.

LTpdate on Sales of Non·Strategic 1\ssets


In April, H:irrah's Entenainment announced an agreement with TiillCORP
Holdings Limited (ASX: T.i\H) to sell Harrah's interests in Star City Casino in
Sydney, Australia. 'I'he transaction is on schedule and is expected to close by
year-end. Harrah's Entertainment this \.veek announ,-:ed it had reached agreement
to sell its Shov»boat Las Vegas property to VSS Enterprises, LLC. That sale is
also anricipat~d to close by the end of the year. Mean\\•hile, rhe sale of
shares in Sodak Gaming, Inc. remains on target for third quarter 1999. In
Iota!, the sale'i are expected to generate approximately $280 million in
after-tax proceeds \Yhich \\'iii be initially used to reduce debt

l1arn:ih's Entertainment. Inc. is the most recognized and respected name in


the casino entertainment industry operating 18 casinos in the U nned Stntes
Page 17
PR Newsv1ire, July 21, 1999

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.

Statements in this release concerning tuture events, future performance


and business prospects are forward·lc:ioking and are subject to certain risks
and uncertainties. These include, but are not limited to; political.
economic, bank, equity and debt 1narket conditions. changes in laws or
regulations, third party relations and approvals, decisions of courts,
regulators an<l gove1nn1e.ntal bodies, factors ilffecting leverage, including
interest rates, and effects of compeljtfon. These risks t.ind uncert.'linties
could significantly affect anticipated results or events in the future and
actual results may differ materially from any fonvard-looking statements. For
ar.l<litiunal information, 1efe1 to the 1natel'ial discussing the Private
Securities Litigation RetOnn A.ct in Part I of the company's Form 10-Q filed
with the Securities and Exchange Commission for the period ended J\1arch 31.
1999,

HARRAH~ ENTERTAINMENT, INC.


CONSOLIDATED SUMMARY OF OPEl\.ATIONS
(UNAUDITED)

Socond Quarter Ended Six Months Ended

(In thousands.
except per share June. 30 June 30, June 30, June 30,
amounts), 1999 )998 1999 1998

Revenues $7.51,137 $478,634 Sl,462,805 $893,081


Operating profit
before project
opening costs,
corporate expense,
headquarters relocation
expense, equity in
earnings (losses) ot
nonconsolidated

affiliates. amortization

of good\~·ill, pro.iect

write·downs, reserves

and recoveries and

venture restructuring

.:o;,ts .5147,369 $92,890 $282,211 $164,437

Project opening costs (45) (3,342) (397) (5,996)


Corporate expense (13,492) (8,936) (21,423) (15,586)
Headquarters relocation
expeuses (1,422) (4,492)
Equity in nonconsolidated affiliates:
Losses before
preopening costs ( 1,322) (3,511) (6,034) (6,302)
Preopening costs (4,831) (6,787)
Amortization of goodv.1ill
Page 18
PR Newswire., July 21, 1999

and tradernat'ks (4,351) (l,866) (8,963) (2,326)


Project write~downs,
re.serves and
recovene> 1,598 (1,847) 1.475 (1,847)
Venture restructuring
C0515 (1,533) 397 (2,459)

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

Income be:ore income


tax.es and minority
interests 79,216 60,782 142,970 103,652
Provision for
income taxes (28.742J (22,03 J) (5l,J80) (37,952)
Minority interests (2,551) (1,732) (4,322) (3,778)

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)

Net income 54-0,548 $20,406 $74,645 $43,642

Earnings per share - basic


Before extraordinary
losses $0.38 S0.37 $0.67 S0.62
Extraordinary losse._~,
net of tax (0.06) (0.t 7) I0.08) (0 18)

Net income $0.32 $0.20 $0.59 $0.44

Earnings per share - assuming


dilution before
extraordinary losqes $0.37 $0.36 $0,66 $0.61
F.xtn1ordinary lo~se.~,
ncl of tax 0.06 (0.16) 0.08 (0.18)

Net income $0.Jl $0.20 $0.58 $0.43

Weighted i:iverage common


shares outstanding 126,203 100,207 125,864 100.167

Weighted average conunon


and common equivalent
shares oulstanding 128.984 101,736 127,866 101,480

HARRAH'S ENTERTAINMENT. INC.


SUPPLEf\1ENTAL OPERATING INFOR11ATION
Page 19
PR Ne\vswire, July 21, 1999

(UNAUDITED)

Second Ql\arter Ended .Six 11onth!. Ended

(Jn thousands) June 30, June 30. June 30, June 30,
1999 1998 1999 1998

Revenues

Western Region $283,011 $159,419 $565,400 $~05,918


EosternRegion 196,762 123,754 375,778 210,210
Central Region 252,585 172,388 485,619 342,645
Managed and Other 18,211 22,258 34,873 32,530
Other 568 815 l, 135 1,778
$751,137 $478,634 $1,462,805 $893,0Rl

Operating Profit

Western Region $43,926 $22,979 $88,846 $40,204


Eastern Region 45,362 27,680 81.451 44,799
Central Region 50,783 33,399 92,007 69,005
MantJ.gcdandOther 15,.563 20,176 29,813 28,912
0th" (8,265) ( J 1,344) (9,906) (18,483)
$147.369 $92,890 $282.211 $164.437

EBJTDA*

Western Region $67,526 $36,572 $133,064 $67,007


Eastern Region 57,059 34,474 104,577 56,887
Central Region 63,824 43,994 117,277 89,822
Managed and Other 15,665 18,731 30.514 26,655
Olher (21,286) (6.404) (35,286) (17,579)
$182,788 $127,367 $350.146 $222,792

*Earnings before interest, inr.:ome taxes, depreciation, amortization.


project opening (.;O~b. and write-downs, reserves and recoverie~.

SOL'RCE Harrah '.s Entertainment Inc.


CONTACT: Pat Martin of Harrah's Entertainment, Jnc., 901-537-3654

LOAD-DATE: July 22. 1999


SEC EDGAR Submission 0000950130-99-006160 Page I of21

. .<//..

'
.re

<SEC·· DOCUMENT>0000950130-99-00&.160-indcx. html : 19991105

<~Et-llEADER>0000950130-99-006160. hd.r, .:;gm} ; 19991105

ACCESSION Nl1MBER) 0000950130~99~006160

CONFORMED SUBMISSION TYPE:, 10-Q

PUBLIC OOCUNENT COUNT~ 3

CONFORMED PERlOD OF REPOR'f: 19990930

FTLf.D l\S OF DJ\'l'l:i;: 19991104

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

FORM TYPE: 10-Q

SEC ACT;

SEC FILE NUMBER; 033-90786

FILM NUMBER: 997<10811

SUSINESS ADDRESS:

STREE:T 1: 2500 80/IROWALK

CITY: A'.l'LAN'rIC C1TY

STJl.'ff;: NJ

Z!P: 013401

BUSINESS PHONE: f50944l(;Q(j0

MAIL ADDRESS:

STREET 1; MISSISSIPPI AVE & THE BOARDWALK

CIT'.(; ATLANTIC CITY

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;

FORM TYPE: 10-Q

SEC ACT:

SF:C FILE NUMHl::lt: 0:33-90786-01

FILM NUMBER: 99140812

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

SECllRITIF.:S ANO EXCHANGE COMMTSSION

Washington, D.C. 20549

http:! l~V\vw .sec.gov/Archives/edgar/data/943 323/0000950 I30-99-00616-0-!ndex. html 09/25/2001


SEC EDGAR Sub1nission 0000950130-99-006160 P<ige 2 of21

FORM 10-Q

(xj QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) Of THE

SECURI'T'Tf;S EXCHANGE ACT OF 193<1

For the quarterly pei:iod ended: 8eptenilier 30, 1999


OR
f ) TRANSITION REPORT P!Jl'l.SOAN't 'l'O $ECT!ON 13 OR 15 (d) OF THE SECURITIES
EXCHANGt ACT OF 1934
Fo:r the transition period from to

Comwisuion file number: 1-13791


HOTELS & CASINO RESORTS, INC.
TRUMP.
(Exact name ol rcgistr<1nt as specified :in :its charter)
DELAWARE 13-31318402
!StiJte or other ju"l:isdicti<>n of (1.R.S. Employer
incorporation or organization) Identification No.)
2500 Boardwalk
Atlantic City, New Jersey oe101
(Address of princlpal axec11tive offices) (Zip CodeJ

[609) 441-6060

(Registrant's telephone number, including area code)

Not Applicatile

(Fonner name, fonner <iddress and forn()r fisc.:il year, it ch'1ogcd ~ince last

report)

Commission file 11umbe1.: 33-90796

TRUMP HOTELS & CASlNO RESORTS HOLD!NGS, L.P.

CExact name of registrant as specified in it$ charter)

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)

Commission file number: 33-90166


TRUMP HOTELS ' CASINO RESORTS FUNDING, INC.
\Exo.ct nume of i:egistrant as spcciCted in ita charter)
0£tAWAR..E 13-3818405
(State or other jurisdiction of (J.R.S. Employer
incorporation Or organization) Identification Ne.)
2500 aoai:dwa1k
Atlantic city. New Jersey 08401
(Addrer;;5 of prini;:ip"'l executive offices) (Zip Code]

(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

nhare, of Trump Hot:els ~ C(;tdno R8t<Otts Funding, lnc. as of Novembf!! 4,

1999 was 100,

TRUMI' HOtBLS & CASINO RESORTS, INC.,

TRUMP HOTELS~ CASINO RESORTS HOLDINGS, L.P.

MD

TROMP HOTELS & CASINO RESORTS FUNDING, INC.

http :/lwwv.·.sec.gov/Ar<:hives!cdgar/data/943323/0000950130-99--006 I60"index.htm 1 09/25/2001


SEC EDGAR Submission 0000950130-99·006160 Page3of21

'
INDEX TO FORM 10-Q

<TABLE>

<CAt'TlON>

FART J FJNJ\NCXAl, lNFORMJl.TION


<S> <C>

1TEM 1 -- Financial Statements

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)

Conden&ed Con:>olidoted Statement ot Stookholder,5' f;guity of 'l'rump Hotelll ~ Casino Resorts, I


for the Nine Months ~nded September JO, 1999 (unaudited)

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.

as of December 31, 19'+8 and September 30, 1999 !unaudited)

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

Funding, Inc. (uriaudit!!d)

ITEM 2 Management's Discussion and Analysis of Financial Condition and Results


of Opetations
Il'i;;M 3 Quantitative and Qualitative Disclosures About Market Risk

</TADLE>

<PAGE>

TRUMP HOTELS & CASINO RESORTS, INC.

TRUMP HOTELS ~ CASINO RESORTS HOLDINGS, L.P.

AND

TPJJMt' llOTEt.S & CASINO RESORTS FUNDING, INC.

INDEX TO FORM 10-Q CONT'-0

Page No.

PART I l -- OTHF:R 1Nl"ORMATION

ITEM 1 Legal Proceedings 16


ITEM 2 Chan9es in Securities and Use ot Proceeds 16
ITEM 3 Defaults Upon Senior Securities 16
ITEM 4 Subwis&ion of Matters to a Vote of Security Holders 16
ITEM 5 Other !nfolllli;ltion
ITEM 6 Exh1bits and Reporto on Form 9-K "
17
SIGNATURES

Signature Trump Hoteis ~ Casino Resorts, lnc, 18

Signatui;e Trump Hotels & Casino Resorts Holdings, L,P, 19

S19naturG Trwup Hotels & C~sino Resorts fund1ng, Inc.

<PAGF.>

.l:'Af\1' 1 - f.TNl\NCT.AT, lNfORWlt'TON

ITEM l - FINANCIAT, STAt'EMf:NTS

TRUMP HOTE:l,S ~ \..J'ISJNO RESORTS, INC.

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SEC EDGAR Submission 0000950130·99 006160 4 Page4of21

CONDENSEP CONSOT,IDATED BAl#tNCF: SHF:f.TS


(dollars in tho11sanOs, exi:::ept share ctat11.J

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

Total current Assets ..... , ...................... .


229,965 289, 790

INVESTMENT IN BUFE'INGTON HAIUIOP:, L .L.C ..•.....•...• , .• 40, 765


38,85~
INVESTMENT IN 'I'RlJMJ?' S CASTLE t'lK t10'.l'ES.,., •.. ,.,.,., •• 64,137
73,067

PROPERTY AND EQUIPMENT, NET •••••• , •.... , •. , ...•• , .•••. 1,917,609


1, 86".I, 236

CASH RESTRICTED lrQR FU~ORE CONSTRUCTION ••.•.••••••• 2, 523

DEFERRED EOND AND LOAN ISSUANCE COSTS, NET,,,,,,,,.,,, 31. 978


32,579

DUE FROM AFFILIATES,., ••. , •.•• , ••....••..•.••.....•.. 15, 766


3, 955

O'I'H£R ASSETS. • ••••• , ••••• , • , ••. , ,, ••• , ,, • , • , , , . , 59, 721


62, 622

Total Asset3 .............................. .


$2,4218,464 $2,366,303

LIABILITIES AND STOCKHOLDERS' EQUTTY

CURR.f:NT LIASIL1T1£S:
current maturities of long-term debt ................ . 10,504
$ 14,346

Accounts payable and accrned expenses ........ , ...... . 118,597


143,480

Accrued interest payable .......................... , .. .30, 379


01, 316

Total current Liabilities ...................... .


159, 480
2'39,142
LONG~TERM DEBT, net of curtent milturit.iefl,, .• , , ... l,838,492 1,647,062

OTHER LONG-Tt::RM L!ASlLIT!li:S . . . . • • . . . . . . . . • . . 18,044 i4, 184

Total Liabilities .....................................


2,0l<i,016 2,110,JSS

MINORITY INTEIU:ST •••••• , •••••••• , ••••••••••••••••••••• 125,540 68, 296

STOCKHOLD8RS' -~""::;:~-;,.,
Conunon Stock , 75,000,000 sliares
authorized issu and outstanding ..... 242
242

Class B Comm r value, 1,000 shares


authorized, issued and outstanding, ... , ..... , . , ... ,
Additional Paid in Capitill .......................... . 455,645 455, 645

Accumulated Deficit ........... , ... ,., ..... ,.,.,., ... . {149,444) (2413, '/ 33)

Less treasury stack, 2,011,500 shares of THCR Cornman


Stoek. at cost .................. ,., ... ,.,., ... , .... .
(19,535) (19, 535)

Total stockholders' Eq~ity .... 286, 9013


187,619

Total Liabilities &rtd Stockholders• ~quity .... $2, 428, 464


$2, 366, 303

The accompanying notes are an integral part of these condens~d consolidated


financial statements.

TRUMP KfJ1'1::!/S & CASTl'fO RESORTS, INC,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 19913 AND 1999

(un<iudi ted \

(dollars in thousands, except share datal


<TAl';tE>
<f::APTTON>

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SEC EDGAR Submission 0000950130·99~006160 Page 5 of21

Three Months Ended Nine Months En


' September 30, septe!Wer JO
l~98 1999 1998
<.S> <C> <C>
FF.:VENOEt
Gaming ....•..• , •• ,,,, .•• ,.,,, .. ,, •• ,.,, •. , .. ,.,.,.,. s 364,172 $ 350,308 $ 971,945

Rooms ••••• , •.• , .•• , ••••••• , ••• , ••••••• , • , • , , , • , •• , , , 26, 041 2S, 569 ·10, 930

Food and Beveraqe ..•..•...•...............•...•..... 40, 927 40, 429 ll0,443

Other ••••.••.•..••••••••..•...••••••••.••... 13,132 30,902 JJ,5?6

Gross Revenue;;. . .....................• , ...•..• ,,


-----------
445, 072
-----------
450,208
-----------
1, 186,874
Less -- Promotional allowances,,.,,.,,,,,,.,,,., •• ,, 47, 685 47,136 128,579
----------- ----------- -----------
ttet P.ev>:inue1l •• , •••••••••••••.•• 397,387 403,072 1, 056, 296
----------- ----------- --------

COSTS AND EXPENSES:


Gaming •••••••••••••••• ,., .• ,,, ••••••••••.•••. 220,046 210, 945 607. 901
Room$,,,,.,,,, •. , . , , •. ,,, .•..• ,,, •..•. , . • . . . . . • . . . . . fl, 470 6, 930 23, 739
Food anct Beverage •.. , ..• ,...... . ..•..•........... 13,989 14,901 38, 199
General and l".dministr.itive •...• , .• ,.,,, .• ,.,, ... ,,,, 70,536 70,213 200,546
Depreciation and Amorti~ation .• , .• ,,.,.,.,,,, ... . 21,0SR 21, 041 62,657
Trump World'i; Fair Closing Costs ........•.•...••.. l?:B, 375
----------- ----------- -----------
331,899 451,405 933,044

Income (loss) from <.lperations .• ,, ....•.•..•.•.


-----------
62,408
-----------
(51, 333)
~--~-------

125,252
----------- ----------- --------

NON-O~EIU\T!NG INCOME AND (EXPENSES!:


Irttf!rf!st inc:ome ............................... , .... . 2,019 1,833 7, 166
Interest expense .•..............................•. (55,390) (55, &76) (166,67\f)
other rtort•operatirtg expense ....... , .......... , ..... . (259) (2$6)

(53, 371) (54, 302)


-----------
(159, 799)
------···--­ .......... _,, _._ __

Income (Loss) before equity in loss of Buffington


Harbor, L.L.C.,roinority 1nterest, <tn<;I C\lmULiiltive
effect of change in oi\Ccounting principle.. . , .. 9, 117 (105,635) (34,5~'1)
Equity in loss of Buffington Harbor, L.L.C ..•.•.......
(742) (734) (2, 225)

Irtcomc (Loss) before minority ivterest and


cu~ul~tive effect of change in accounting
pr1nc1ple.,., ...................................... . 6, 375 (106,369) (36, i72)
Minority Interest .............................. , , ... .
(3, 063 \ 38,899 13,434

J;ncoJlle (LO'>S) before cumulative effect of ch.. uqc


in accounting pc:i.nciplc ...•.. , . , ....... , . , . , .: ..... , 5,312 (61,410) {23,336)
cumulative effect of change in accounting principle
i$5,620J, net o.e minority intexest ($2,055) .....

NET INCOME (LOSS! .......•.•.•.. ,., ••. ,,.,, •• ,,.,, .••• $


5,312 (67,470) $ 123,338)

Basic and diluted earnings (loss) per share


before cumulative effect of change in accounting
pririciple .......................................... . $.24 $ (3. 04 l $ (l .05)

Cumulative effect oi change in accounting


principle. . ..••..• ,, • ,, . ,, . ,, .... , ,, .•..• ,

Basic and diluted earning:; tlossl pe:i: share .• ,,.,.,,. $ (3 .04)

Average nwnber of shares outstanding .. , , ....... , • , .. , 22,105,256


22,195,256 22,206,'428

</'l'll.BJA:>
The accompanying notes are an integral part of these condensed consolidated
financial st<1tement:s.

TRUMP HQTEI,S & Cl\STNO R"E:SORTS, INC.


COND£N.St;l! CONSC•LlDATh:D S'l'l\TEM!i:NT Of' STDCKHOLDli.:RS' BQUTT'f
FOR THF, NINE MONTHS ENDED S~PTEM8£R 30, 1999

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SEC EDGAR Submission 0000950130-99-006160 Page 6 of21

(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

Common Common Amount Capital Deficit Stock Total

,g, -~--------

<C> <C> <C>


--------
<C>
-----------­ <C>
<C>
--------- --------

Balance, Oecembet 31, 19913 .. 24,206, 756 1,000 $242 $'155, 645 $ (149, 444) $(19,535}
'"
$286,90$

Net Loss ..................... (99,289)


(99, 2691
---------- --·----- ----------­ --- .. -......
!le.lance, September 30, 1999". 24,206, 756 l, 000 $242 $455,645 SCZ4$,?3J) $(19,535) .~107,619

~~~~~-~~~~

'"'"'"'"""'"'"'"' "'"'"'"'"'"'"""~~- -~=""~"'""""


"'"'"""'"'"'"'"'
</TABLE>

The accompanying n~tes ate an inte9xal part of this condensed consolidated


financial statement.

<PAGE> '

TRUMP HOTELS k CASTNO P£S0RTS, tFC.


CONDENSED <::ONSOt.!DATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1999
(unaudited)
!dollar$ in thousands)

<TABLE>

<CAPT!ON>

1998 199$1

Cl\.SH FLOWS FROM OPERATING ACTIVITIES:


----------
<C>
'"Adjustments
Net Loss •.....•.....•...•.....•..•.. ,.,,,, .• , ..•. , ... , .•••.• , ••• ,.,,,,, ... ,.,, .•
to reconcile net loss to net cash t'lo"ls trom <.!p~ra~in9 activitie:>:
$(23,338)
<C>
$(99,289)

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

gaming costs ............ , .•.•...•. , .•. ,.......... ···-····················


6, 463 ., ,-050
<iain on disposition of property ..... , ........ , .• ,.,, .•.• ,, •....................
()85)
-Gain on propecty 1:0ceiv1Cd upon terminC>tion of lAa!'le ........................... .
(17,200)
Writt-o!f of n'2tt book value of 'frump World's fair assets ......... ,, .. , .. , ..... .
97' 682
(Increase) dPC!e<is'2 in rBc:eivables .. ,., .•. ,, •...... ,., ..... - ...... . (14,022) 21l
Increase in inventories ... ,.,,.,,, ......•...••.. , ..........•... (453) !44)
(Increase) dec.c:e-ase in other current a:iset:>, .•.•..•. , .... , ..................... . (5, 601)
D-ecrea:ie ln due from affiliates.,., .. , ..... , . .. . . ...... .
Increase J./\ other assels . . . . . . . . . . . . , .....•. , ••.. ,,....... . ........... .
552
(9, 997)
'"
355
(174)
JncreJse ln account:, payable a.nd accnied 13xpense~. . . . . . . . . . . . . ... , .. , •.. 9, 967 24, 192
Increase in accrued interest payable ...... , . , , , , , . , . , . , . , , .•... , .. , , . , .•...•... , 52,622 50,937
(Decrease) inCrP11Se in other lonq-term l.iabilit.ies.,,,,,,,,.,,.,,.,, •. ,,,,, •. , •• (366) J,364
Net cash flo"ls provided by operatin9 activitie$ ... , ........ , ... ,,,,.,,.,,,., .•

--------
94,929
--------
913,556
-------- --------
CASH FLOWS FROM INVESTING ACTIVITI~S:

Acquisition of property and equipment, net of property received on lease

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)

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SEC EDGAR Submission 0000950130-99-006160 Page 7 of21

-------- --------
CASH ~LOWS FROM FINANCING ACTIVITIES;

Purchase of treasury :sto~'.k .................•..•.... , ..• , .• , ,, , ,, .•..........•..


12, 259)
I::;suance of long-ti;.n'll dr,bt..... •. . •. . . . . . . . •. . . . . . . . .. .................... .
68,164
Paymi;.nt ot long-ti;.rm d.:::bt ..•.••.••••••.••....•..... , . , . . . .•.................
(72,9-92) (11, 199)
Cost of issuing debt ......• ,. . . • • . . . . . . • • . . . . . . . . . . . • . • • . . .•.................
( 628)
-------- --------
Net cash flows used in financing activities ••.•••.•..• ,. (7, 715) (11, 199)
--------
Net increase in cash anc:t ca$h equivalents ................................... ..
47' 270 64,954

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:

Purchase o! property and equipment under


</TABLE>
capit~l lease oblig~tions ......••. ,.
2, 192
"",,,,,. __ ,,,,,,,,,
$
'_______
,,,, 12, 677

The accompanying notes are an integral part of these condensed consolidated


financial statements.

'

TRUMP HOTELS' CASINO RESORTS HOLDINGS, L.P.


CONDENSED CONSOLTOATF.O BAJ,ANCE SHEETS
(dollars in thousands)
J\SSB'l'S

<TABLE>

<CAPTION>

011c:ember 31, :Septemb<Ar 30,


1998 1999
\unaudited]
<C> <C>
'"Cash andASSETS:
CURRENT

cash equivalents ................. . s 114, 753 $ 179,607

Receivables, net .......................... . 70, 951 60,159

Inventories., ..........•........•..... , ... . 12,$04 12:, 846

Due from aff:i.liates, net •. , •••. , .•.•. , .•. ,. 12,774 24,230

Prepaid expenses and other currt'nt assets .. 18,679 12,942

Total Current Assets •.••. , ....... , ••.•. 229,961 289, 786

lNVESTM£NT JN BlJFFlNGTON llAREOR, L, L. C, ••••• 40, 765 38,854

lUVESTMENT IN TROMP'$ CASTLE ?lK NOTES.,,,,, 64,137 73,067

PROPERTY ANO EQUIPMENT, NF.'l' .•••.•.••••••• , • 1,977,609 1, El6S, 236

CASH RESTRICTED FDR FUTURE CONSTRUCTION ..... 2, 523

O&FERREO BOND AND LOAN ISSUANCE COSTS, NET •• 37,978 32,579

DtlE FROM AFf'I:Lli'.TES ••••••••••••••••••••••••• 15, 766 3,955

O'l'JtER ASSETS. 59, 721 62,822

'total Assets .• , •. , ........•..•.••..........• $2,428,460 $2, 366, 299

</1'ASL!!:>
LIAlllLITlES AtlO PARTNEl'l:S' CAPITAL

<TABLE:>

<CAPTION>

C(JRRENT LillBJJ,TTTES:
<S> <<.:> <C>

current maturities of lon9-term debt ..•.•• $ 10,504 0 14,346

Accounts payable and u.ccruind e~µcn~ofi. 118,597 143,4E10

A<:::crued intBrBst p;;iyable.,., •• _ ••••••••••• 30,379 61, 316

Total cu:c:rent Liabilities .•..........• 159, 460 239, 142

LONC-TEru>I DEST, net of current maturities .• 1,839,492 1,647,062

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Si-'£ ElXjAR Submission 0000950130~99~006160 Page 8 of21

"I OTHER LQNG-TERM LIABILITJF:S. 18,044 24,184

Total Liabilities .........•.


---------­
2,016,016
---------­
2, 110, 308
---------­
PAR'1'NE!R$' CAl:'lTAL;
Partners' capital •.. ,.,,.,. , , , , , , , ••.•• 652,503 652,503
Accumulated deficit .......•..............•• (220, 524) (377,051)
r.ess cost of stock of TftCP. ...............•• 119, 535) ( 19, 535)

Total Pactners' Capital ..•...•.••.......•.. 412,444 25'.l, 911


---------­ ---------­
Total Liabilitie& and Partners' Capital,,,, $2,420,460 $2,366,299
~==~==~~== ==========

</TABLE>

The accompanying notes are an integral part of these condensed consolidated


fin<;1nci.;1l statements.

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.#'.


CONDENSED CONSOLIDATED STATEMENTS or OrERATIOM$
FOR T~E THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 II.NO 1999
(unaudited)
(dol!ar:> in thouuands)
<TAilLE'.>
<CAPTION>

Three Months Ended Nine Months Ended


September 30, Septen\ber 30,
-------------------------­
1990 1999
--------------------­
199fl 1999
<S> -------------­
<C'.>
---------­
<C>
--------~--
<C>
-------­
<C>
REVENUES:
Garninq •.••.••.•.....•.•••••••• , , ., , •• , , •• , , , , , , , , , , , $364,172 $ 350,3011 $ 971, 945 972,5
Rooms......................... . ..... ,. 26,841 28,569 70, 930 72,2
Food and Beverage............. . ..••.••. , •• , . 40,927 40,429 110,443 109,5
Othei;;., ••.•• , • , ••. , .•.•. , . , .•. , , • , • , •••. , ••• , ,, . , , , . 13,132 30,902 33, 556 51, 4

Gross Revenues •.••.•.....••........•


--~--~--
445,072
~--------
450,209
---------­
l,196,874
------~-
1, 205, 7
Less -­ Promotional allowances .•••••. 47, 685 47,136 128,579 125, 5
-------­ --------­ ---------­ -------­
Net Revenues •• ,.,,,,,,.,,., •.•. ,.,,,,,.,,,,,,,,,,,,, 397' 387 403,072 1,058,296 l,OS0,2
-------­ --------­ ---------­ -------­
COSTS AND EXPENSES:
Gaming., ••••• , •••• ,,,,.,,, •..•... ,,, .••••••• , •••.•.• 220, 846 210,945 601,901 59$,2
Rooms. . ..................... . s. ~70 6,930 23,739 21), 1
V-ooQ i.'nd 6ever01ge, ,, .•.. , •.••. , , .•..•••••• , ••• ,, , ••• 13, 9S:l l4, 901 Je, 199 40,l
General and Administrative .....•. , ................ . 7(1, 536 70, 213 200,548 209, 2
Pepre(;iation and 1\lnortization •• ,, . ,, • ,, • , , •• , •• , • ,, • 21,058 21,041 62.657 63, 3
Trwup World's Fair Closing Co~ts ••..............•... l2f),375 12e,3
-------­
334,699
--------­
454,405
---------­
933,044
-------­
l,065, 5
income (loss] from operationn .•...•...•...•.•.•...•.
-------­
62,468
--------­
(51, 333)
---------­
125,252
-------­
14,6
------- ­ --------­ ---------­ -------­
NON-OPERATING INCOME AND (EXPENSES);
Intill rent income ...•..•..••.•..• , .••..•.•.•. , .••••• ,. 2,019 1,833 7, 166 5, 1
Interest expense., ............ _ ....... . \SS,390) (55, 876) (166,67$1) ( 166, 7
Other non-operating expense, ... , ............••.••..• (259) 1286) {l, 7
-------­
(53,371)
--------­
(54,302)
---------­ -------­
(159, 799) (163,,;

Income (Loss) before equity in loss of Buffington


-~--~---
--~--~--- ---------­ -------­
Harbor, L.L.C., and cum1,1lat;i.v"' effe:;t of o;hange
in accounting principle. 9, 117 (105,6:)$) (34, 547) 1148, G
Equity in loss of Buffingtori Harbo.i::, L.L.C ..........• (742l 1134) (2, 225) (2, 2

!ncome ~Loss) before cumulat.iv" effect of change in


accounting principle. . ............... , . 6,375 (106, 369) 136, 772) {150, 9
Cumulative effe(;t of chanqe in accounting

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SEC EDGAR Submission 0000950130-99-006160 Page 9 of21

principle .. , .• , ..... , ...... , .•. ,, .. , ....•..•..•.. , •. (5, 6


"
NET INCOME (LOSS).,,.,,,,,.,., . . . . . . , .•. ,, •.. ·· 8, 375 $ (1(16, 369) (36,772) $ il:)6, 5

</TABLE:.

The accompanying notes a.re an integral part of these condensed consolidated


financial statements.
6

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


CONDE~lSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
f"OR Tr!E NINE MONTHS ENDED SEPTEMBER :30, 1999
(unaudited)
(dollars in thous.ands)

Partners' Accunu.1.lated 'l'HCR


Capital Deficit COf!IJ!lOU ~tor;:k Total

Balance, December 31, 1996 $652, 5D3 $ (220, 524) $~19,535) $412,444

Nol Loss •• ,, •• , ••••••••••.• {156, 533) (156, SJJ)


--------- ---~----- -------- --------
Balance, Septetl'lber 30, $(377,057) $(19,535) $255,911
199~ $652, 503
========= "'""'"""'"""'"' ................ ..................

The accompanying notes a~e ~n integral part of this condensed consolidated


financial statement.
7

<PAGE>

TRUMP HOTELS s CASINO RESORTS HOLDINGS, L.P.


CONOENSE;D CONSOLIDATED STT\TEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1999
(unaudited)
(dollar.'l. .tn thousands)

<'!'ABLE>

<CAPTION>

1998 1999
----------
,., ,,,
~-ff~-----

CA.SH FLOWS E'RO~~ OPE:;RATING ACTIVITIES:


Net: LOSS,.,,.,, •. , . , , , , , , . , . , . , , , , , , . , , . , .. , ... , . . . . . • .. ,, .• , . • , , • , , • . , . , . , . • •• · $!36,772)
'"
$ (156, 533
A0justment$ to reconcile net lQss to net cash flows from activities; opcr~ting
Cumulative effect of change in accounting principle ....... ,,,,,,,,,,,,,,,., .. S, 620
Issuance of debt in exchange (or accrued interest, ............... , . , ... , . , • , , , • 5, 612 6, 416
Intcrezt income - castle PJK Notes .. , ....... , ...................... , .. , ..•.•... (7' 609] (8, 930
Eql)ity in lons. of Buffington Harbor, L.L.C •••••••••••••••••••••••••••••••• , •• ,, 2,225 2,246
Depreciation and amortization., •.••. ,,.,., •..•.. ,., •.. ,.,, ...•..•..........•... 62, 657 63, 367
Accretion o! discounts on mortqage notes.,, •. ,,., •. ,,... . .•.. , ... 3,3<13 3, 736
Amortization ot defetred loan costs ... - . - ..... - ............. , ...••••••••••••• , , 5,997 5, 39ll
Provision !or losses on receiv<ibles .... ,,,,,,,,,,,,,,,,.,, •• ,,.,,,, •. ,. 10,510 10,561
Valuation allowance of CROA investments· and amortization of Indiana
9aming co.sts ............ , .. , .................. ,, . , , , ,, .• , , •. , ,, , •. , •.•. , • , . _ .. 6, 46) 7' 050
Gain on dispositiort of pr,,pert•,' .... , .... , .. ,,.,, ... , ... ,.,, ... ,,, .. ,, .. . (305
Gain on property received upon tennination of lease ............ , ........ . ( 17' 200
Wri tl!!-<)f.f of 11et book vallJe "'.lf Tt\ll\lp tlcrld' s Fa1r asset.s .. , , . , , , . , , , . , ..... , ... 97,662
<Increase) Oecrease in receivable~ .. , .... , ... ,.,.,.,.. . .... , . , (14, 022) 211
Increase in lnventor1es.......... ,,,,, .•.....••.••.•...•.•••••.............. (453) (44
( Incr"""c) dccreusc in other curr.,nt iiSsets . . . . . . . . . . . . . . . . • . . . . . • . . . . . , .. ,, ... ,
Decreose ro due fron1 .;itfilJ.J.tes.,,., .. ,;, ..•.•....•......•.••................•..
Increase in other assets .. , .... , ..... , .• ,., •.•. ,., .•. ,.,, •.. , .....•.....•. , .... .
(5, 601)
552
(9, 997)
"'
355
!174
lt1crease in accounts pdyable ancl accrued expenses.,,,, •. , •..••.•..• , ........... . 9, 967 .24,192
Increase in ar;:crued inter.,st payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , .. , ... , .. ,., .. 52,622 50,937

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SEC EDGAR Submission 0000950130-99-006160 Page 10 of21

(Decrease~ increase in other lon9-terrn lioibilitie,, .............•.....•. , ..... , .. (366) 3, 364

Net cash flows provided by operating activities. 84,911! 9-8, 556

CA.SU f'LOWS Fl<OM INVESTING 1\CTIVITIES;


Acquisition uf property and equipment, net of property recei.vBd on lBase
teWn;;ition . . ,,.,,,.,, .• , •. (2.5, 772) <1 ll, 669
Ptoceeds from disposit1on of propcirty .. 4, 502
Investm~nt in Bufflnglon Harbor, L.L.C ••. BB (335
CRDli Investments ...........•.. ,., .••..... , ... (10,272) {10,524
Restricted cash .....•........•.•..............•... 6, 013 2, 523

Net cash flOW$ used in investing a~tivities ..... (29, 943) C22, 503

CASI! FL<mS FROM FINANC!NG ACtlV!TlE$;


Purchase of tt-easury stock •. ,.,....... . ..........•.....•...•.....•.•.... (2, 259)
Issuance of lon9-term debt., ...........•.•.•...•.........•.......... ,., ....... . 68,164
Paymont of long-term debt •• ,.,,,,,,, •• , ••• , .....••......•.••.•...•.••.••. (72, 992) (11,199
Cost of issuing debt ..........................•.... ,, .•........•..•............ (628)

Net cash flows used in finan-cing activities ............. . (7, 715) (11, 199

Net increase in cash and casl1 equivalents . . . . . . . . . . . . . . . . . . . . . . . . 47,210 64,854

CASH ANO CASH EQUIVALENTS AT 8£GINNING OF PERIOD ••••••••••••..•..•.. 114, 753

CASH ANO CASH EQUIVALENTS AT END OF PERIOD ••••••• ,,.,, ••••• , •• ,.,, •• ,.,, •• , . . . . . . $187,594 $ 179,607

CASH INTEREST E'A!D.,., •••.•••• , ..• , •• , ••.• ,, ••. , •••..••............••.... , .•...•. $104, 710 $ 106, l3f3

Supplemental Disclosure of Non-Cash Activities:


Purchase of property and cquipm<:nt under capital lease obligation!:!,, •• ,, •. ,,,,,,, $ 2, l 'i'IZ 12,67?

</'!'ABLE>
The accompanying notes ate an integtal part of these condensed consolidated
financial statements.

<PAGE>

1'RDMP HOTELS r. CAS!NO RBSOR'!'S, INC. 1


TROMF HOT~LS ~ CASINO Rf:SORTS HOLPtNGS, t.P.
ANO
~ROMP HOTELS 4 CASINO RESORTS FUNDING, INC.
NOTES TO CONDENSED CONSOLIDATED FTNANCIAL STATEMENTS
(unaudited)

ill Organization and Operations

Th~ accompanying condensed consolidated financial statements include those of


TrW11p Hotels ~ C<isino Resorts, lnc. \"THCR"l, a Del;;tw.;tre c;orpor.:ition, i.lnd Trump
Hotels ~ Cilsino Resoi::ts Holdings, L.P. \"THCR Holdings"], a Delaware limited
par.tnership, <.1nd its wholly owrv;'rl subsidiarie;;. THCR f!Oldi.,ngs il.l c11rrently
owned approximately 63.4% by 'l'HC.:H, .;is both a gener11l and limitBd partner, and
appr.oxirnately 36.6% by Donald .J. Trump ("Tnl.."rlp"), as a limited partner. Trump's
limited p11rtnership lntere11t in T/!CR Holdings i:epresents his economic interests
in the assets and operations of THCR Holdings. such limited partner.ship
intP.r.est is converti tile at Tr\lll\p' s opLi.on into l '), 91!), '123 $hllr('S of TIJCR' s
t'O<tuno11 stock (the "THCR C<;munon SlO<.:k") ($llbj¢Ct to certain adjustments),
representing approximatelJ• ~S, 5% ot the outstanding shares of THCR Common Stock.
Accon;ling)y, ti:ie d<;;compdnying condensed con;;ol~O<lte<;! fin.,ncidl st.,ternent_.,
include those of ti) 'fHCR and its 6).4% owned subsidiary, THCR Holdings, o!lnd
(ii) THCR Holdings and its wholly owned subsidiaries.
All significant intercompany balances and transactions have been eliminated
in the accompanying condensed consolidated financial statements.
'l'hc accornpdn}•in9 condensed consolidated financial statements have been
pr~parerl without audit. In the opinion o! ic1anagement, all adjustments,
consistirig of only norm!ll rBcur:r:1ng adJustment;; nece;;sar:y to present fairly the
financial position, the results of operations and cash flows for the pE!riods
presented, have been made.

hltp://\.\'WW .~ec-. gov/Archivel\/edgar/da!a/943 3 23/0000950 I 30·99·006160·index.html 09/251200 I


SEC EDGAR Submission 0000950130-99·006160 Pagellof21

The accompanying condensed consolidated financiai ·statements have been


• prepared pur.suant to the rules and tl:'gul<ition$ ·of th(! Securities and Exchanqe

Commission (~Sl';C"), Accordingly, certain information and note disclosures

normally inclllded in financial statements pr.ep.;.r._,d in conformi.ty with generally

accepted accounting principles have been condensed or omitted,

These condensed consolidated financial statements should be read in

conjunction with the consolidated financial statements and notes thereto

included in the annual report on Form 10-K for the year ended December 31, 1998

filed with the SEC.

The casino industry in Atlantic City is seasonal in nature; accordingly,

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

no operations and their ability to service their debt is dependent on the

successful operations of their wholly owned subsidiaries: Trump Atlantic City

Assoc:i.<lte!i ("T:r::i.m1p l'IC"), wl;lj_<;:h owns; Trl,lIIlp Taj Mahal Associates ("Taj

Assoc1ates"J and 't'rUll'.lp Plaza Associates {"Plaza Associat1i>s") 1 Trump Indiana,

Inc. ("Trump Indiana") and Trump's Castle 11ssoeiates, L.1?. (~Castle

Associates"!, which operates the Trump Marina Hotel Casino ("Trump Marina"J.

THCR, through THCR Holdings and its subsidiaries, is the exclusive vehicle

through which Trump engages in new garn.J.ng activities in emerging or established

gaming jurisdictions.

Basia and Diluted Earnings (I,oss) Pei:: Shar.e

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

been included as they would be anti-dilutive. The sha:res of THCR's Class D

Common Stoel: owned by Trump have no ei;:onomic interest and therefore are not

considered in the calculation of weighted average shares outstanding.

Reclassifications

Certain reclassifications have been made to prior year financial statements

to conform to the current year presentati.on.

<PAG!l:> '
TRUMP HOTELS & CASINO RESORTS, INC.,
TRUMP HOTELS CASINO RESORTS HOLDINGS, L.P.
AND

TRUMP HOTELS & CASINO RESORTS FUNDING, INC.

NOTES TO CONDENSED CONSOLID~TED FINANCIAL STATEMENTS

(unaudited)

(2) Financial Information


Financial information relating to THCR FUnding is as follows:

<TABLE>

<CAPTION>

December 31, September JO,


1998 1999

(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

Tot.al Liabilities and capit<tl (iricludil'lg $145,000,000 ot


Senior Notes and accrued interest payable) .. $[45,936,000 $151,555,000

Nine Months Ended September 30 1


~99$ 1999

Interest Income fi::om TllCR Holdings., ..... , •. ,. $ 16, 856, 000 $ 16,856,000

Interest Expense ..•.. $ 16,856,000 $ 16,856,000

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Net Income ................ .

</TABLE>
'
(3] Other Astlets

Plala ».1:1sociates is appeali1\g a real e!';tate tax as11essment by the City of

Atlantic city. Included in other assets is $7,264,000 which Plata Associates

estimate1:1 wi 11 be recoverill:ile on t;hf;l srttlnm<:>nt of thf! appaal.

(4) Change in Accounting Policy

On 1'\pril 9, 19()8, the American Institute of C<artified Public: Accountants


isi:;ued Stat.,ment of Position ("SOP") 98-5 "Reporting on the Costs of
{"AIC::PA")
Start~Up Activities". Th., new standard amsnded previous guidance from the AICPA
that permitted capitalization of start-up costs in certain industries and
requires that all nongovernmental entities expense the cost$ o( start-up
activities ~s those costs are incu~red. Under the SOP, the tel'ltl "start-up" has
been broadly defined to include pre-operating, pre-opening and organization
activities. At adoption, a comp#ny mu~t l'P.C•;>r.d "i;1,1m1,1L;i.tiv<? eftoct; Qt a chanqe
in accounting princ1ple to write off any unamortitcd start-up costs that existed
as of the beginning of the fiscal year in which the SOP is adopted ilnd an
operating expense for those costs which WP.re :lnc\lrreO .<;:lnce the: b"9innin9 of. th.;i
fiscal year and adoption of the SOP.

'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

TROMP HOt'ISLS & CASINO RESORTS, ItlC,,

TRUM~ HOTELS ~ CASINO RSSO~TS HOLOlNGS, L.e.

TROMP HOTets "''°


CASINO fl.ESORTS e'UNDlNG, INC'
NOTBS TO CONPENSED corisor.JDATED FINANCIAL STATEMENTS
(unaudited)

(SJ Flamingo Hilton Riverboat Ca3ino, L,P. ("Flamingo-Kansas City"}

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

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to continu0 operating the facility as a theme restaurant tent<itively to be nµmed


'ft\ll(•P clty Cafe,

(7} T-rump World's F'ai.r Closing

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.

HI) Sale ot Assets


THCR is continuing its efforts to sell one or more of its properties with
the intention of i:educin9 THCR ttoJ.cting'>' inl;lebtedness. Currently, THCR is in
discussions with potential buyecs. Thcr~ can be no assurance thar. any
transaction will be completeo.

191 Purchase ot 'treasury Stock


THCR has decided to e~tend its stock repurchase program until the end of
2000 when and to the extent permissible.
11

<PAGE>

ITEM 2--MANAGE:MENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANO

RESULTS Of' OPERATIONS

Capital Resources and Liquidity

Cash flows from operating activities are THCR's principal source of


liquidity. THCR expects to have sufficient liquidity to meet its obligations
and intends to -redu~e deht by buying back bonds in the open market, when
permissible. C<11sh flow is managed based upon the seasonality ot the operations.
Any excess cash flow achie\·ed from opl!'rations dutin9 peak pet:iOd$ is Utilized to
sub.s:idi ia non-p~ak periods where necessary.

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.

rn addit,ion, thi'! ability of Plaza A.S$oCiates, Taj h.S$OC1aten ancl Castle


Associates to make payments of dividends or distributions to ·THCR lloldinge may
be restticted by the New .Jersey Casino Control CQJm1lission (RCCC"). Similarly,
the ability o( Trump IxididXl<l to make poiyments ot: dividends OJ.: di.stribl.ltions t.o
TRCR Holdings may be reBtricted by the lndiil.nd Camin9 Commission.

Capital expenditures fer THCR were $2S,J72,000 and Sl0,669.000 for. the

nine· months r,inded September 30, 1991) an,d 1999, r;espectively.

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.

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lf 'l'HCR did not assess th<: Yl'.!ar: 2000 issue and provide for its compliance,

it would be fDro::ed to cQnvert to manual systems to <:::i!Tl"Y on its businoss. Since

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,

Results of Operations: Operating Revenues and Expenses


All business activities of THCR and THCR Holdings arc conduclcd by Plaza

Associates, Taj AssO<:iBtes, Trump Marina and Trump Indiana.

Comparison of Three-Month Perl.005 ~:nded September 30, 199A and 1999. The

following tables include selectecd data of Plaza Associates, Taj Associates,

Trump Ind.iana and Trump Marina.

<TABL8>

<CAP'l'lOl'i>

Three Months Ended September 30, 1998


Plaza
Associates
Taj
Associutes
----------- ----------- ,,,
---------
Trump
!ndiana "­
Marina
-------------
THCR
consolidate
-----------
<S> <C>
'" '°' <C>
(dollars in millions)
s
'' 5'l.'·'9
27.9 60.1 20.8 i1·1"
Table Game Revenues •• ,., .•. ,.,.,., .•• ,.
Table Game Drop.,., .•.•. , ••.•. ,,,., .• ,,
T«ble ~in P.ercP.nt;i9e,, , " ... , ..
'~177.9
l':i. ?'t
$
$ 328' 5
18.3't 15, 4%
'$132.7
15.7%
$ '694.
16.
Nl.llllber of Table Games ...... . 40
Slot Re-.,enUBS.'''.'.'''.'''''.' ....... . $ 75.6
101
$
156
132. 5 s '°
29.7 s
'1
52.:.; $ 240.
Slot Handle ..•......................... $929. 4 $1,011.6 $451.3 $650.0 $3,048.
Slot win Percentaqe ... , ..... , ... , ... ,.,
N\lmber of Slot M.!lchifll?s .............•.•
S.2%
4,204 4,
e.2i
136
6. 5%
1,375
8.1%
2,170 11, 88 '.
Qt her Gaming Revl?flues ................. .
Total Gaming Revenues ••••.•••••.•. $103. 7
N/A
'' 5.4
148.0 38.2 $
'
N/A
74.l
$ l.Q
'' '·364'
Three Months Ended September 30, 19!!9
-------------------------------------
Plaza T'i Trump Trump '!HC!l
A$SOCiates Associates Indiana Marina Consolidat

(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

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~ $19,252,000 decline. T~ble 9<1me~ tevenucs represent the amount retained by THCR
from amounts wagered at tabl~ game$. 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

basic rent. The All stac Cate ¢pened in March 1997.

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!'

exception o! Specialty Ttade Fi;xtute~ becQI!le the prop.;:rty of Taj Associates.

Specialty Trade Fixtures, which included signs, emblems, logos, memorabilia and

other material with logos of the Official All Star Cafe presently displayed at

the premises, <: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

value of these assets in other revenue based on an independent app~aisal in the

amount of $17,200,000. '

Subsequent to the uxpiratiQn of the 120 day period, Taj As$ociates intends

to continue operating the facility as a theme restaurant tentatively to be named

Trump city Cafe.

Gam.ing expanses were $210,945,000 for the three months ended September JO,

1999, a decrease of $9,901,000 or 4.5% from $220,846,000 for the comparable

period in 1990. This decrease is primarily the res~lt of lower coin,

promotional and regulatory costs.

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

writedo1<m of the assets and $30,693,000 of costs incurred and to be incurred in

connection with the closing and demolition of the building.

Comparison of Nine-Month Periods Ended September 30, 199B .and 1999. The

following tables include selected data of Plaza Associates, Taj Associat~s,

TrtU11p !nctiana and Tr\lmp Mar:ina.

<TAJ!J,1';>

<C:Al''l'ION>

Nine Months Ended September JO, 1998


Plaza Taj 'tr1J.111f' Trump THCR
Associates Associates Indiana Marina Consolidated
-----------
<C>
-----------
<C>
---------
<.C> <C>
(dollars in millions!
Table Game Revenues .•.••.••....•...•.. $ 76.] 149.] $ 25.7 $ ::>3. 6 $ 304. 9
'l'ilble Grune Drop ...... ,.,, ••. , ..• ,,,,., $ 485.6 901. 0 $ 161.9 $ 315.3 $1,695.B
T~hle Win Percentage .. . 15. /% 16. 5% 15.9% 15 .5% 16. I
Number of Tabie Games .......••.•... 110 155 60 92 417
Slot Revefl\l<'S· ... , .•. . .... , ... s 207.6 s 224. 5 75. 6 142.9
S.lct Handle ..
Slot Win Percentage ...........••......
$2,562.3
a. i i
$2, 742.6
a. 2i
'
$ 1,186.l
6.4~
$
$1, 76.'l.5
8.1\
$ 650. 6
$8,254.5
7.';)
Number of Slot Machines ...••...•.•.... 4,124 4, l37 1,375 ::, 163 11, 799
Other Gaming Revenues ..•...•...•.•....
Total Ganung Revenueo ..........• , .. , •• $
NIA
28J.9 ' 14.6
s 308. ~
NIA
101. 3
). 8
1911.3
$
$
16.4
9'/ l" 9

N1ne Months Ended September 30, 1939


Plaza Taj Trump Trump THCR
A;;;:;ociates Associates Indiana Marina Consolidat
!dollars in millions)
'!6 .0 $ 23.3 $ ')')" q s
Iner (Deer) over prior pecioQ,. '
$ {Q •.3J '
$
124. 4
(24. 9) $ (?,. 4) $ I, 6 $
279" 1
(25.8

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Table Game Drop.... . , . , .•.•.... 471.7 140.


Iner (Deer) over prior period ••.......
7S7 .4 $
'
(21 .2)
s' 362 .1
lC. S
$1, 761.9
(133. 9
Table Win Percentage ..•.••.
(13 '9)
·16' 1%
<l 15' 6)
15 .8%
$
16.6% 15. 3% ' 15.S
Iner (Deer> over prlor period.
Number of T<1ble G<lltles ••.•.•.. - ..
Oecrear>e over prior period ...•. , •.
0.4 pt$,

(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

Slot Handle •••••••.••• , •• , •• , •••••.••.


Increase over prior period ••••••••.••.
$
~2,579.1
s l~. 6
$3,004.·I
$ 262 .1
"'$
$1,256.6
$ 70' 5
$l,SHL\I
$ 115.4
' 24..6
$ 8,719,3
s 464 .8
Slot Win Percentage., .••• , •.. 8. 0 • 6. 0 'ii 6.5 i 7.9 % '. 7
Iner (Deer) over prior period ........ . (0.ll pts. co .21 Pt». 0.1 pts.
(0. 2) pts. (0.2) pt.
Number of Slot Mllchine .., •... ,., ....•• ,. 4,202 4,276 1,300 2,145 ll,925
I~er (Decrl over prior period .....•... (75) (18)
Other Gaming Revenues ..•••••••. ,,,,,,,
Iner !Deer) over prior period.,,,.
NIA
NIA
" $
1<1
16. 5
1. 9
ti/A
N/A
$ 1. 7 $ 18,2
126

Total Gaming Reven1.1e'ii,,,,,,., ...


Iner (Peer) over prior period •.
$ 281,l
$
$
$
361.1
(1. J)
s
s
104.8
3.5
's '(0' 1)
205.5
7 .2
$
s
1.8
972.5
0.6
</'l'ABLE:>
$ (2' 6) $
'
Ga.minq :r:evenues are i::he primary source of T!ICR's revenues. Tile yeuc ove:r: yeaJ:
decrease in gaming revenues was due primarily to a decrease in table g;ime
revenues at the Taj Mahal as a result of a decline in nigh-end

"

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.

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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

results for a full year.

Important Factors ~elatinq to Forward-Looking Stat~ment$

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>

1TEM 3-- QUANTITATIV£ AND QUALI"!ATIVE D1SCLOSIJR£S ABOUT MAAA£T RISK

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.

f'Jl.RT lJ: -- OTllii:R INFORMA'l'lON

ITEM l -- LEGFi,L PFOCJ::EDINGS

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,

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~ 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.

From time to time, Plaza A.ssociates, Taj Assocj_ates, Castle Associates


and T:ruwp IndL\lna may be involved. in routine administr.:itivc proceeding,q
involving alleged violati¢nS of certain provisions or the New Jer$ey casino
Control Act (tha~casino Control Act") and the lnd1dno Riverboat Gambling Act, as
the c:asE! may be. However, management beli,;.vcs that the final outcome of these
proceedings will not, either individually or in the aggregate, have a material
adverse effect on THtR or on the ability of Plaza Associates, Taj Associates,
Castle Associates or Trump Indiana. to othorwiae retain or renew any casino or
other licenses required li<ider the Casino Control Act Oi: the Indiana Riverboat
Gambling Ar.t, ;,;s the cnse m.ay be, for the operation of Trump £'lain, the Tt·ump
Taj Mahal, Trump Marina and the Trump Indiana Riverboat, respectively.
ITEM 2 -· CHJUIGES lN SECURITIES AND USE OF PROCEEDS
None.

lTEH J -- DEFAULTS UPON SENIOR SECiJRITIP.S


None.

ITEM 4 -- SrJBMISSlON OF MA'J."l'ERS 'l'O A VOTE Of SECURITY 1101.0ERS

At the 1999 Annual Meeting of shareholders on August 27, 1999, the

stockholders of THCR voted on the following two proposals:

~roposal 1. The stockholders of THCR re-elected each of the tli rectors of


THCR. The number of votes cast tor 4'l;:ich of th-: nominees were are follows:
<'t'ASLf!:>
<CA!i>TION>
coromon Stock

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>

Proposal 2.The appointment of Arthur A.nder$en LLP as the inrlependent


public accountants of THCR for ~h" f:i.sc;:il ye;:ir ending December 31, 1999 was
ratified by a vote of 34,322,114 shares ot common Sto-~k tor, .!Ind 150,964 shares
a9a:i.n~t, with 149,039 shdres abstaining, All 1,000 shares of Class B Co!111'11on
Stock were voted it1 favor of Proposal 2.

I'l'F:M 5 ~- OTHER INFORMATION

None.

ITB:l'I 6 -- EXUlB!TS i\ND REPORTS ON FORM 8-1<

<TABLE>
<CAPTION>

E~hibit No. Description of Exhibit


~$> <C>
27 .1 (1) Fir1<:i.nct,>l Da.t.a Schedule of ·rrump Hotels & Casino Resorts, Inc.
27 .2 i2) Fina.nrial Data Schedule of Ti ump Hotels & Casino Resorts Holdings, L. P.
27.3(2) Financial Data Sche::ii.lle of Trump Hotels &. C.3sino Resorts Funding, Inc.
<:/TABLE;­

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SEC EDGAR Subtnission 0000950130-99-006160 Page 19 of21

(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.

b. Current Reports on Fonn 8-K;


~h~ Registrant$ dld not file any Current Reports on Form 8-K during tbe

period beginning July 1, 1999 ending September 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.

'l'RUMP H(YfBCLH Ii. CAHINO RESQR·rs, INC.


(Registrant)
Date: Novem.bvc 4, 1999

~y: /s/ FRANCIS X. MCCARTHY, JR.

Francis x, McCarthy, Jr.


Executive Vice President of Finance and
Chief Financial Officer
~Ouly Authori+ed O~~ic~r and Principal
Financial Officer)

<!?AGE>

SIGNATURES

Pursuant to the requiren«ents of the Securities Exchange Act of l934, as a.mr.1nded,


tbe registrant has duly cau$ed this report to be signed en its behalf by the
undersigned thereunto duly authori~ed.

TROMP HOTELS & CASINO RESORTS fiOI.VlNGS, L.P.


(Registrant)
Di'lte: !lovem.ber 4, 1999 ay: Trump Hotels & casino Resorts, Inc.,

its general partner

By: /s/ FRANCIS X. MCCARTHY, JR,

Francis X. McCarthy, Jr.


Executive Vice President of Financ~ and
Chief Financial Officer
(Duly Auth.:icizcd Officer and
~rincipal Financial Officer)

<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.

TRUMP HOTELS & (;ASTNO RESORTS FUNDING, INC.


(Registrant)

Datu; Novu11\bcr 4, 1999


By: /s/ f!IANCJS X. MCCARTHY, ,JR.

Francis X. Mccarthy, Jr.


Executive Vice President. of finance ill'ld
Chief Fln~ncia1 Officer

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SEC EDGAR Submission 0000950130~99~006160 Page 20 of21

7 (Duly Authorized Officer and Principal


Financial Officer)

20

</TEXT>

</DOCUMf~M'l'>
<DOCUMENT>

<TYPE>EX-27 .1

<S£QUENCE>2

<DE3CRIPTI0N>FDS OF TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P

<T'EX1'>

<'!'ADLE> <S> <C>

<PAGE>

<ARTICLE> 5

<CIK> 0000943322

<N.!'ME> TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.

<MULTIPLIER> 1,000

,., <C>
<PERIOD-TYE?E> 9-MOS

<Fl SCAL- ¥EAR- El~D> DEC-31-1999

<PERIOD-START> JAN-01-1999

<PERIOD-END:> SEP-30-1999

<CASH> 179, 607

<SECURITIES> 0

<RECEIVABLES> 82,906

<ALLOWANCES> 22, 747

<INVENTOR¥> 12, 848

<CUMENT-ASS£1'$> 289, 706

<PPliE> 2,27£1,181

<DEPRECIATION> 412, 945

<TOTAL-ASSETS> 2, 366, 299

<CURRENT-LlAD lJ, IT l ES> 239, 142

<BONDS> 1, 752, 632

<PREFERRED-MANDATORY> 0

<PREFERRED> 0

<COMMON> 0

<OTHER-SE> 255,911

<TOTAL- J, rAB Ir.I TY-AND- F,QUJ TY> 2,366,299

<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

<INTEREST-EXPENSE> 166, 781

<INCCME-PRETA.X> (lS0,913)

<INCOME-TAX> 0

<INCOME-CONTINUING> (150,913~

<DISCOl.ft!NUEO> 0

<EXTRAORDitlARl> 0

<CHANG&S> (5, 620)

<NET- INCOME> (156, 533)

<£.PS-BASIC> 0

<£PS-DILUTED> 0

<.F'N>
<F"l>Includes gamin9, lodging, tood " Pev1'rilge and other

<F2>Includes general ' ~dministration, depreciation & amortization, and Trump

World's Fair closinq costs.

</FN>

~./TABLE>
</TEXT>
</DOCUMENT>

<OOCUMEUT>

<TYPE>EX-27, 2

<SBQUBNCF.>3

<DESCRll'TION>FDS OF TRUMP HOTELS I< ¢A$1NO RE:SOP.TS FUNDING, !NC.

<TEXT>

<TABLE> <$> <C>

<PAGE>

<ARTICLE> 5

<CTK> 000094J_J~-3

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SEC EDGAR Submission 0000950130-99..006160 l'age21 of21

<NA.ME> TROMP HOTELS & CASINO R~SORTS FUNDING, INC


<MULtIE'LIER> 1,000

<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>

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Page 4

Copyright 1999 Business Wire, Inc.

Business Wire

July 12, 1999, Monday

DISTRIBlJTIO\l: Business Editors

LENGTH: 4594 words

llEADLfNE: Trurnp Hotels & Casino Resorts Second Quarter EBITDA Increased to $73.2 l\1illion vs. $64.6 !vfil\ion in
1998

DATELINE: NEW YORK

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.

Editor's Note: StJtistica! Summary T<.lblcs to Follow.

TRUMP HOTELS & CASINO RESORTS, INC.

Condensed Consolidated Statements of

Operations

(lJnaudited)

{In thousands, except share data)

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,)))

NE'f REVENUES $ 361,452 $ 344,316

COSTS & EXPENSES


GAMING $ 204,242 $ 199,998
ROOMS 9,105 8, 161
FOOD & BEVERAGE 12,780 13.446
GENERAL & ADMIN 62,130 58,146

TOTAL EXPENSES $ 288.257 $ 279,751

EBITDA $ 73,195 $ 64,565

CRDNINDIANA STATE & !l.1UNIC OBlJG. $ 2,447 $ 2,084


DEPRECIATION & AMORTIZATION 21,972 2 I,535
fNT°F.RFST TNCOMF: -1,671 -2,038
INTEREST EXPENSE 55.376 55,667
CORPORATE EXPENSES 4,139 4,248
DEVELOPMENT COSTS 1,080 391
OTHER NON OPER EXPEISSE 153 •J J

TOTAL NON-OPERATJ)IG EXPE)JSE, NE'l' $ 83,496 $ 81,876

LOSS Bl:~FORE J\11NORJTY IKTERl?ST $10,101 $17,311

MINORJTY INTEREST 3,767 6,331

NET LOSS -S 6,534 -$ I0, 980

Vv'EJGt-JTf\D A\'ERAGE NO. SI-IA RES 22, 195,256 22, 195,256

BASIC AND DILUTED LOSS PER SHARE -$ 0.29 -$ 0.49

Note: Certain prior year reclassifications have been 1nade to


Page 6
Business Wire, July 12, 1999

confonn to t'Jrrent year presentation.

TRUMP TAJ MAJIAL ASSOCIATES

Condensed Statements of Operations

(U11audited)

(In thousands, except statistical information)

J MOI\'THS
30.Jun.99 JQ.JunM98

RE\'ENUES
CASINO $ 131,855 $ 125,923

No. of Slot;; 4,245 4,130


Win per SloVDay s
211 $ 196
Slot \.\l'in $ 81,548 $ 73,666

;.Jo. of'fables 148 153


Win per 1'able/l)ay $ 3,329 $ 3,421
Table \Vin $ 44,829 $ 47,635
Table Drop $ 269,683 s 299,903
Ilold % 16.6o/.i 15.9o/Q

Poker, Keno, Race \Vin $ 5,478 $ 4,622

ROOY!S $ 9.986 $ 10.825


No. of Rooms Sold 109,398 102,967
.4. vg Room Rates $ 9L28 $ 105.13
Occupancy o/,) 96.2o/o 90.S%

FOOD & BEVERAGE $ 13,548 $ 13,820


OTHER 5.187 4,929
PROMOTIONAL ALLOWANCES -15,845 ·16,444

NET REVENUES $144,731 $ 139,053

COSTS & EXPENSES


GAMING $ 79,614 s 79,687
ROOMS 4,289 3,726
FOOD & BEVERAGE 4,971 4,850
GENERAL & AOMJN 22,833 20,747

TOTAL EXPENSES $ 111,727 1109,010

EBITDA (1) $ 33,004 $ 30,043

Note: EBITDA reflecls eaniings before depreciation, interest,


taxes ;ind CRDA Y11rite-down,
TRUMP PLAZA ASSOCIATES
Condi:nsed Siaten1ents of Operations
(Unaudited)
(In thousands, except statistical information)
3MONTHS
30~Jllll~99 30·Jun~98

REVENlJES
CASINO $ 93,898 $ 92,972
Page 7
Business Wire, July 12, 1999

No. of Slots 4,223 4,092


\ \ in per Slot/Day
1 $186 $187
Slot Win $ 70,7.\8 $ 69,480

No. ofTables 100 111


\Vin per Tc,ble/Day $ 2,573 $ 2,326
Table Win $ 23,160 $ 23,492
Table L)rop $ 15:\855 $ 156,155
Hold o/o 15.l'}li 15.0S.b

ROOMS $ 9.591 $ 8,884


L\'o. of Rooms Sold 117,956 112,853
Room Rates $ 81.26 $ 78.72
Occupancy o/o 92.Jo/o 88.3°/o

FOOD & BEVERAGE $ 13,592 $ 13,535


OTHER 2,743 2,726
PROMOTIONAL ALLOWANCES ·15,513 ~15,732

NET REVENUES $ 104,311 $ 102,385

COSTS & EXPENSES


GAMll'G $ 57,777 $ 56.468
ROOMS 3,399 3,504
FOOD & BEVERAGE 4,248 5,256
CiENERAL & ADMIN 18,821 18,429

TOTAL EXPENSES $ 84,245 $ 83,657

EBITDA (I) $ 20,066 s 18,728


(I) EBITDA reflects earnings before depreciation, interest, taxes and
CRDA \'.>Titedown.
TRU.YlP'S CASTLE ASSOCIATES
dlb/a TlllJMf' MARINA
Condensed Statements of Operations
(Unaudited)
(In thousands, except statistical infonnation}
3MONTHS
30-Jun-99 30,Jun~98

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%

Poker, Keno, Race \Vin $ 841 $ 529


Page 8
Businrss Wire, July 12, 1999

ROOMS $ 3,933 $ 3,904


No. ofRooms Sold 57,787 57,869
Avg Room Rates $ 68.06 $ 67.46
Occupancy '}0 87.2o/~ 87.4°/n

FOOD & BE\'ERAGE $ 8,897 $ 8,047


OTHER 3,017 2,713
PROMOTIONAL ALLO\VANCES -9,343 -8,986

NE'r REVENUES $ 75,718 s 66,965


COSTS & EXPENSES
GAMTNCi $ 43,078 $ 38,851
ROOMS 969 931
FOOD & BEVERAGE 2,451 2,522
GENERAL & ADM!N 15,444 13,411

TOTAL EXPENSES s 61,942 $ 55,715

EBITDA (1) $ 13,776 $ 11,250

(1) EBITDA. refli;:cts earnings before depreciation, interest, taxes and


CRDA writedo•vn.

Note: Certain prior year reclasslficatlons have been ma.de to


conform to current year presentation.
'l'RUMP INDIANA, INC.
Condensed Stateme.nts of Operations
('t:naudited)
(In thousands, except statistical infonnation)
3MONTHS
30-Jun-99 30-Jun-98

REVENUES
CASIN<J $ 35,471 $ 35,258

No. of Slots 1,310 1,350


Win per S\oJJDay $ 230 $ 216
Slot \Vin $ 27,520 s 26,472
No. ofTables 52 59
Win per Table/Day $ 1,680 $ 1,636
Table Win $ 7,951 $ 8,786
Table Drop $ 46,817 $ 55,823
llold o/o 17.0°/0 15.7o/~

ROOMS $ 611 ­
No. of Rooms Sold 10,781 ­
Avg Roon1 Rates $ 56 ­
Occupancy% 40.3~~ ­

FOOD & BEVEfu-\GE $821 $443


OTHER 344 383
PROMOTIO'.'L.<\L ALLOWANCES -555 -171
NET REVENlTFS I 36.692 $ 35.913
Page 9
Business Wire, July 12, 1999

COSTS & EXPENSES


GAMING $ 23,753 $ 24,992
ROOMS 448
FOOD & BEVERAGE 1,110 818
GENERAL & ADM!N 5,253 5,578
TOTAL EXPENSES $ 30,564 Sll,388

EBITDA (I) $ 6,128 $ 4,525

(I) EBITDA reflects earnings before depreciation, interest, taxes,


Indiana regulatory costs and non-operating expenses.
TRUMP ATLANTIC CITY ASSOCIATES
Condensed Co11solld<1ted Stoite1nents of Operations
(Unaudited)
(In thousands)
3 M01'THS
30-Jun-99 30-Jun-98

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

Nl:T REVT::.IUES $249,042 $ 241,438

COSTS & EXPENSES


GAMING $ 137,411 $ 136,155
ROOMS 7,688 7,230
FOOll & BEVERAGE 9,219 10.!06
GENERAL & ADMCN 41,433 39,157

TOTAL EXJ'ENSES $ 195,751 $ 192,648

EB!TDA $ 53,291 $ 48,790

{1) EB1TDA reflect~ earnings before depreciation, interest, taxes and


CRDA writedo\\.n.
TRUMP HOTELS & CASI1'0 RESORTS. INC
Supplemental Information
(Unaudited)
(ln thousands)
3 MONTHS
CRDA /INDIANA OBLIGATIONS 30-.Jun~99 30-Jun-98
PLAZA $ 593 $ 364
TAJ 567 524
MARINA 362 271
INDIANA STATE & MUNICIPAL OBL!G. 925 925
TOTAL CROA!l!'.D!ANA OBLIG $ 2,447 $ 2,084
DEPRECIATION & AMORTIZATION
PLAZA $ 5,697 $ 6,149
TAJ 9, 183 8,977
TCS 237 57
THCR HOLDINGS 74 66
r>..1ARJNA 4.277 4,148
Page 10
Business \''ire, July 12, 1999

Il\!)JA>l'1\ (INCL J(JINT VENTlJRE LOSS) 2,504 2,138


TOTAL DEPREC1AT10N/AMORT $ 21,972 $ 21,535

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

LOAN COST AMORT/BOND DISC INCL IN INT EXP


PLAZA $ 436 $ 490
'J'AJ 872 975
TRU).fP ATLAN'rtc CITY 379 496
TllCR ll()IJ)lNCiS 268 268
MARINA(BOKD DISC ACCRETION) 1,214 920
LOAD~DATE: July 13, 1999
793908.5

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

re~enues, nor did it characterize THCR's revenues in any manner.


I Th.e Earnings Release also quote
(b)(5).1b1(7)
\Cl s stating that TIICR 0 succeeded in

I achieving positive results" in the following categories:

I • increasing operating margins;

• decreasing marketing costs; and

I • increasing cash sales front non-casino operations.

I
(00103.)

·rhe Earnings Release's statements about the Company's achieving positive


I results in these categories were accurate. Even \•.:ithout the All Star Gain, operating margins on a

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.

On lnursday and Friday, October 21and22, 1999 l


·~b):6J,(b)(7HCJ )
pf Arthur
I Andersen and certain of his: colleagues \Vere working at TI1CR's Atlantic City facilities to
(bi(6,1,(b,1(7)(C) L
I
prepare for the issuance ofTHCR's quarterly financial statements.,l _ _ _ _ ___;IJ.r. at
' h ' l(b)(6),(b)(7){C) I . d R I
13~17,

. Dur1ng t at time~._ _ _ _ _receive a copy of the draft Earnings e ease from


47)
I THCR's New York office. Upon reviewing i t
1
(6){6j,(bj(7){CJ I
, n o t i c e d that it did not mention the
'----.,,,,=~~
lb1':6UbH7){C)

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

HOLD% 14.4~~ 18.3~~ '15.8~~ 165%

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

PROMOTIONAL ALLOW (18.4) (18.0) (48.3) (50.6)


-----
167.7
---~-- ------ ------
NET REVENUES 162.1 436.2 426.7
------ ------ ------ ------
OCCUPANCY% 98.6% 98.2% 96.1% 91.3~b

COSTS & EXPENSES


GAMING 85.4 84.6 237.2 237.0
ROOMS 3.7 3.9 11.7 11.1
FOOD & BEVERAGE 5.3 5.0 14.4 14.4
GEN &ADMIN. 22.2 22.6 66.4 64.2
------ ------ ------ ------
116.6 116.1 329.6 326.6

EBITDA 51.0 46.0 106.6 100.2


====== =::>;~=== :=:::::::;;;;:;;:;;;;;;;;;:= ======
' ' '

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

HOLD% 17.6~~ 15.7% 16.1% 15.7%

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)
------ ------ ------ ~------

NET REVENUES 117.0 114.8 312.1 313.2


------ :.,_,,.~---- ------ ------
OCCUPANCY% 95.5% 95.5% 89.8% 87.1%

COSTS & EXPENSES


GAMING 58.1 62.0 168.3 172.5
ROOMS 3.5 3.8 10.0 10.3
FOOD & BE\fERAGE 4.7 5.1 12.8 13.9
GEN &ADMIN 19.6 19.4 55.8 57.5
------ ------ -----
246.9
-----
86.0 90.3 254.2

EBITDA 31,0 24.4 65.2 58.9


==::::::::::::== ======= ====== =====:io

" ,•.;" •
<,

(
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

HOLD% 15.1% 15.7% 15.3% 15.5%

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

PROMOTIONAL ALLOW (10.6) (11. 7) (28.5) (29.7)


------ ------- -~~--- ~-----

NET REVENUES 83.5 81.8 223.7 215.4


------ -~---- ------- ------
OCCUPANCY% 94.9% 968% 85.0% 88,3~{:i

COSTS & EXPENSES


GAMING 43.5 46.7 124.9 125.6
ROOMS 1.0 0.8 2.9 2.4
FOOD & BEVERAGE 3.5 3.1 8.1 7.4
GEN &ADMIN 15.7 15.8 45.5 44.0
------ ------ ------ ------
63.9 66.4 181.4 179.4

EBITDA 19.6 15.3 42.3 36.1


====:::.;= ===::::;;:;;;:;;: ====== ======

()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

HOLD% 16.1% 15.4o/o 16.6o/o 15.9°/o

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

PROMOTIONAL ALLOW (1.2) (0.2) (2.2) (0.5)


-~---- ------ ------ -~

NET REVENUES 34.9 38.8 108.5 103.0


------ ------ ------ ------

OCCUPANCY% 79.3% 52.3%

COSTS & EXPENSES


GAMING 23.0 26.5 69.3 70.1
ROOMS 0.6 1.5
FOOD & BEVERAGE 1.3 0.9 3.7 2.5
GEN&ADMIN 5.0 6.5 18.0 17.9
-~---- ------ ~----- ~~----

29.9 33.9 92.4 90.5

EBITDA 5.0 4.8 16.1 12.5


====== ==""1""1':= =::::;::;::::::::;;;;;;;;;;; ;;;a====

l""nf.Ji:-TnFt.JTTAI TRFATIJJFNT RF011F<:;T RV TMr.f::l 00111


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
--- -- -·-·.. ~---~-~ •••M• ·--~- ------­
NON-GAMING 99.9 80.9 233.6 214.9

PROMOTIONAL ALLOW (47.1) (4i'.7) (125.5) (128.6)


------ ------ ------ ------
NET REVENUES 403.1 397.4 1,080.6 1,058.3
---- - -- -- ------ ---":""W~-

COSTS & EXPENSES


GAMING 210.0 219.9 599.6 605.1
ROOMS 8.9 8.5 26.0 23.7
FOOD & BEVERAGE 14.9 14.0 39.0 38.2
GEN&ADMIN 62.6 64.4 185.7 183.6
------ ------ ------ ------
296.4 306.8 850.4 850.6

EBITDA 106.7 90.6 230.2 207.7


=:====== ====== ====== ======

, , ______ ---··--- ,...., r . . ...,.,. nn"1"1"l'


3Q 1999 3Q 1998 3Q! 999 excluding All
Star Gain

Taj Mahal Revenues


per Release 167.7 162.1 149.8

Taj Mahal gaming revenues


per IOQ 136 148

Difference/

Non-gaming revenues 31.7 14.1 14.S

Non-gaming revenues

per conference call 49 ish 33 ish 31.8 1sh

Page 14

FOCUS ._ 14 OF 62 STORIES

Copyright 1999 PR Newswir~ Asnociation, Inc.


PR N"ews1otire

August 24, 1999, T\tesday

SECT!ON: Financial Ne'.>'S

DISTRIBUTION: TO EUSXNESS ~DITOR

LENGTH: 981 words

HEADLINE: Mandalay Resort Group Reports secor.d Quarter Earnings

DATELINE: LAS VEGAS, Aug. 24

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.

Every property Or operating unit in the company generated


positive comparisons in operatin; cash flow {EB!TDA) aga:nst the prior year•s
:results for the same quarter. In Las Vegas, Mandalay Bay, in its first full
quarter, :recorded nearly $19 million in operating cash flow -- a performance
that wa5 negatively affected by a sub-par win perc~rttase in its table games,

For its part, r.uxor continued to produce operating cash flow at a


record pace, $26.B million versus $24.3 a year ago, Excalibur posted
approximately $20 million against $1S.7 million and Circus Circus-Las Vegas
tux:ned in $10.3 million against $16.6 million. At Monte Carlo, a 50/SO venture
with Mirage Resox:ts, operating cash flow rose to $20.4 million from $18.6
million in the quarter last year. Improvements in cash flow at these properties
were mostly attributable to strong visitor counts to Las Vegas, which drove
occupancy rates and room x:ates.

In Reno, the company generated a total of $17.1 million in operating


cash flow (including its share of Silver Legacy) again.st $14,e ~illion in the
like quarter last year and, in Laughlin, the company's two properties posted
an upturn in operating c«$h flow to $7.6 million from $7.4 million.

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.

Mandalay Resort Group owns and operates 11 properties in Nevada:


Mandalay Bay, Luxor, Bxcalibur, Circus Circus, Slots-A-Fun in Las Vegas; Circus
circus-Reno; Colorado Selle and Edgewater in Laughlin; Gold Strike and Nevada
Landing in Jean and ~ailroad Pass in Henderson, The company also_ operates
silver City in Las Vegas; 01..~s a SO\ interest in Silver t.egacy in Reno and owns
a 50t interest in and operates l1onte Carlo in Las Vegas. The cornpany also own£
and operates Gold Strike, a hotel/ca.sino in 'nmica cau.nty, ?-!ississippi, and oi.'tl!J
a 5C% interest in .,.nd operates Grand Victoria, a riverboat ca.r:ino j,n Elgin,
Illinois,
~.A."ID.iUJl..Y RESORT GROUP

:onden~ed Consolidated Statements of Income

(Dollars in thousands, except share data)


(UNAUOITEO)

Three Months Ended Six Mo~tho Ended


Jul}'· 31, July 3l,
1999 199$ 1999 1998

R.evenues $516,191 $384,661 $997,440 $7.i:il, 623


Costs and expe~ses 424,451 310, 492 732,461 600,:267
Ope~ating profit before
corporate and preopening
expense 91,730 74,169 194,.959 141,356
cc1:porat:e expe::se 8,330 8,064 15,450 14,192
~reopening expense 4 ,270 J7,880
Income from operations 79,130 66,lOS 141, 629 127,164

Interest expense (46,013) (37 ,359) (90, 010) (71,478}


Capitalized interest l, 768 9,1391 .9,456 17,027
Net interest expense (44,245) (27 ,468) (90,554) (54,451}
Otf.e:::- inco1ne 1,376 1,406 2,6'13 3,124
Income before income tax 36,261 40,043 63,688 75,837
Income tax 12,630 14,755 22,918 29,945
Income before cumulative
effect of a change in
accounting principle 23,631 25,285 40,770 46 I 8~2

Cumulative effect of a change


in accounting for preopening
expenses, net of tax
benefit of l,843 (21, 9.94}
Net income $23,631 $.25,295 $18,776 $46,B.92

Basic earnings per share $0.25 $0.27 $0 .21 $0.49


Diluted earnings per sh&re $0.26 $0' :2 7 $0.20 .$0 .49

Average shares outstanding


(basic) 90,S52,117 95,129,383 90,703,S6S .95,126,110
Average shares outstanding
(diluted) 92,36'$,423 95,135,119 91,999,602 95,136,667
·,
Page 16
PR Newswire, August 24, 1999 FOCUS

SOURCE Mandalay Resort Croup


CONTACT: Glenn Schaeffer of Mandalay Resort Gr-oup, 702-632~6710
LJU,'GUAGE: ENGLISH

L01.D-D~TE: August 25, 1999


Copyright 1999 PR Newswire Assoc:ia't'1on, lnc.

PR Ne\1·s\l'ire

February 16, 1999, Tuesday

SECTION: Financial News

DISTRJSUTIO:-'; TO BUSINESS EDITOR

LBNGTH: 1051 words

HEADLINE: The Sands Regent Announces Iinproved Fiscal 1999 Second Quarter Earnings

DATELINE: RENO, Nev., Feb. 16

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)

Three Months Ended Six Months Ended


December 3 l, December 31,
1998 1997 1993 1997

Consolldated Financial Report

Revenues $13,208 $13,510 $27,350 $23,852

Income (Loss) ITom Operation (l 15) (1,437) (619) (957)

Ne! Income (619) (1,255) (1,102) (1,226)

Nets Income (Loss) per Share (.14) (.28) (.25) (.27)

Weighted Nurnber of Shares

Outstanding 4,498,722 4,498,722 4,498,722 4,498,722

Comparative Property

Financial Highlights

Revenues

The Sands Regency(Reno) S7,39J $7,723 $15,897 Sl7,28l

Copa Casino (Gultjlon) 5,SJS 5,787 11,453 11,571

Income (Loss) frorn Operations

The Sands Regency (685) (938) (6JI) (58)

CopaCasino 370 (499) 12 (899)

Net Income (Loss)

The Sands Regency (659) (810) (809) (410)

Copa Casino 40 (445) (293) (816)

Operating Cash Flo'v (ESITDA) (a)

The Sands Regent 70 (112) 915 1,589

Copa Casino 675 (192) 657 (292)

(a) Earnings before depreciation, interest and taxes

SOURCE Sands Regent


CONTACT·. David It Wood, Executive Vice President and Chief Financial Officer of The Sands Regent, 702~348·
2298; or Dilek Mir, Vice President ofCoffin Communications Group, 818·7S9·0100, for The Sands Regent

LANGUAGE: ENGLISH

LOAD·DATE: February 17, 1999


·J

Page 3

36TH STORY of Level l printed in FU-LL format.

Copyright 1999 PR NewswiYe Association, !nc.


~R Newswire

r.:ay 10, 1999, l~onday

SECTION: Financial News

DISTRIBUTION: TO BUSINESS EDlTOR

LENGTH: 1677 words

HEAD:'.1INE: Mirage Resorts Announces Strong Inc'.::'eases in t<'irst Quarter Revenues


.:ind Incorr.e Due to success of New i'.\esorts;
3ellagio nas Highest Quarterly Revenues in Nevada History

DATE~INE: LAS VEGAS, May 10

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~.

According to the latest stat~scics avai~able from the Nevada State


Gaming Control Board, gaming revenues on the Las Vegas Strip increased 21% in
the ::irst two months of the quarter. The company• s casinos located on the
Strip accounted for SS\' of such g:::owth, On an overall basis, the company's
gaming revenues increased by 6~% in the firs~ quarter while its gross
non~casino revenues increased 62%.

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.

Results were also strong at the company'$ other resorts. The


operating income of such resorts on a combined basis, excluding the new
properties, increased by 2% in the face of the new competition and despite an
ongoing room r~furbishrnent program at the company's Treasure Island resort.
Hotel occupancy of standard rooms at such resorts increased slightly, from 98. lt
to 99.4\, and their average room ra~e increased by 4\.

On a company~wide basis, occupancy of standard guestrootns was 98 ,1% in both


periods. The average rate for standard guest.rooms increased from $89 to $110,
with Bellagio•s higher room rates accounting for most of this increase.

The company~wide table games win percentage was 20,2%, versus


Puge 6
PR Newswire, ~1ay JO, 1999

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

Common and common equivalent shares (In thousands)


Wcighted~average common shares
outstanding (used in the calculation
of basic earnings per share) iS0,527 179,443
Potential dilution from the assumed
exercise of common stock options 10, 920 13,270
Weighted-average common and cam:non
equivalent shares (used in the
calculation of diluted earnings
per share) 191,447 192,'713

SOURCE Mirage Resort~, Incorporated


CONTACT: Alan Feldman of Mirage Resorts, Incorporated, 702-693-7147

LANGUAGE; ENGLISH

LOAD-DATE: May ll, 1999


..

Page 3

37?H STORY of Level 1 printed in FULL format,

Copyright 1999 Business Wire, Inc.


Business Wire

April ?.8, 1999, ~:ed.r..e.5day

DISTRIBU11ION: Busines~/Entertainmen~ Editors & Gaming Industry Writers

LENGrH; 2804 wo:r;ds

HEADLINE: Park Place Entertainment Reports 14 Percent Increase in


First~Quarter 1999 Net rncor:ie

DA~ELINE: LAS VEGAS

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.

Including the cumulative effect of a change in acc~unting pri:".ciple of $ 2


million n~t of tax required for pre~opening costs and $ 3 million of additional
pre-opening costs expensed in the first quarter of J..999, diluted ea:nings per
share were $ 0.15.

Earnings before interest, taxes, Cepreciation and amortizatio~, pre-opening


expense and no~cash items (EBITDA) were $ 193 million, up 10 peree:.-.t from the
proforma first-quarter 1998 results of$ 176 million.

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.

In the Mid~South region, EBITDA increased 27 percent due to s~rong


performance at both Grand Biloxi and Grand T\IDica, as well as sig~ificant
reductions in :r:egional overhead.

"We successfully demonstrated the power of our size and diversification,"


s<1-id Arthur Goldbe:rg, president and chief executive officer, "As 'the largest and
most diversified gaming company in the world, we believe we have created a more
stable earnings .stream and :reduced our exposure to individual market volatility
by having a major presenee in each of the three largest U.S. gaming mai;kets."

Western Region

The Flamingo Hilton Las Vegas reported an EBITDA increase of 29 percent in


the first quarter of 1999, generating$ 32 million, compared with·$ 2S million
last year. A 10 percent increase in RevPAR and a 6 percent improvement in total
gaming drop drove the higher EBI'l'DA.

The Flamingo's outstanding performance demonstrates the importance of its


Page 4
Business \Vire, April 28, 1999

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 Biloxi reported EB!TDA of $ 20 million for the first quarter, up 11


percent f:r::·om the first quarte:::: 1998. The improvement was fueled by double-digit
ir,creases in both table g~une drop and slot handle over the prior year's results
due tc the opening of the 500-room Bayview Hotel addition in J.ate ?ebrua:ry 1998.

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.

since the entrance of new competition to the market in mid-March, operating


results on the Gulf Coast are strong. Visitor volume, slot handle and table game
drop are above 199S lev-els, demonstrating the strategic positioning o! the Grand
properties and the growth potential of the market,

Grand Tunica•s first quarter EBITDA was$ 13 million, an 18 percent increase


over first quarter 1998 due prima.rily to a 10 percent imp:;ovement in slot
handle. In late March 1999, the bOO~room Terrace Hotel & Spa opened, bringing
Grand Tunica•s total room count. to approximately 1,400 for this
140,000~square-foot casino.

Additionally, cost-reduction programs put in place in conjunction with the


me~gersuccessfully reduced resional overhead by $ 5 million in the quarter.

!nternational
Page 5
Business \\'ire, April 28, 1999

On a com'.::iined basis, firstMguarter 1999 EBITDA from the Co~rad properties in


Uruguay and A'.1stralia decreased to $ 15 million from $ 22 rn3.llicn last year. The
decrease came primarily from the casi~o resort in Punta del Este, Uruguay,
which was impac':ed by the devaluation of the Brazilian real, resulting in lower
levels of play from Erazilian customers.

corporate Items

Paris-Las Vegas construction is on time and on budget and the company


expects to open the property in September 1999, adjacent to Bally' s Las Vegas on
the tour corners.

Paris contains 2,916 gu!;;:st rooms; an 85,000-.sq,wft. casino: eight


restaurants; five lounges; mozc than 1)0,000 sq. ft, of meeting and convention
space; and its signatul:;'e feature, a so~story replica of the Eiffel Tower. The
Paris employment office opened on April 5, .:r.nd, to da:e, has filled
approximately 40 percent of the 4,000 n~w positions.

Mel'l.nwhile, in the capital markets, Park Place bought back approximately 1. 7


million of its shares in 1999 at an average price of $ 7.50 and acquired
approximately one .. third of the outstanding Aladdin Gaming Hald1ngs bonds at a
steep discount to face value.

Yesterday, the company announced that it entered into a definitive agreement


to acquire Caesars Wcrld Inc. and other gaming assets frarn Starwood Hotels &
Resorts worldwide J:nc. for total co:isi.deration of S 3,0 billion. ':'his purchase
excludes the Dezert Inn in Las Vegas.
/
The all cash transaction has b~en approved by the boards of directors of
both companies and is expected to close in the fourth quarter of 1999,
Completion is subjec~ to the satisfaction of various conditions contained in the
p~n:chase agreement, ir.cl uding obtaining certain regulatory app!:ovals.

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.

Park Place is the world's largest gaming cotupany, as m~asured by casino


sqi1are footage and revenues, and is the 01\ly casino-gaming company with a
leading presence in Nevada, New Jersey and Mississippi -- the three largest
gami~g markets in the United States,

In 1999, the company will own or have an interest in 17 gaming properties


loeated throughout. the United States and in Australia and Uruguay, with a total
of 1,4 million square feet of gaming space and approximately 23,000 hotel room$.

This news release contains "forward~looking statements" within the meaning


of federal securities law, including statements concerning business strategies
Page 6
Business \Vire, April 28, 1999

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-

PA.t?.K PLACE ENTERTAINMENT


Summary Income Statement
(Dollars in millions, except per share amou~ts)

Th=e~ Months Ended


March '.11,
Actual Pro Forma
19S9 1999

Net revenue $ 748 $ 718

Operating costs and expenses 547 534

Depreciation and a~ortization 7l 68

Pre-opening expense 3

Operating profit before corpocate expen$e 127 116

Corporate expense 8 8

Operating income
ll' 108

Net interest expense: 29 27

Income before taxes, rnino:ity interest and.,

cumulative effect of accour:ting change 90 El

Income tax provision 42 37

Minority interest, net 1 1

Income before cumulative effect of

accounting change 47 43

·cumulative effect of acco:.mt.ing


change, net of tax 2

Net income $ 45 $ 43

Net income per share

Basic $ 0.15 $ 0.14

Diluted
$ 0.15 $ 0.14

Net income per share, before pre-opening and


cumulative effect of accoWlting change
Ea sic $ O.lG $ 0. :L4
Diluted $ 0.16 $ 0.14
Page 7
Busine~s Wire, April 28, 1999

Pro forma weighted average shares outstanding


Ba$iC 303 304
Diluted 305 308
PARK PLACE ENTE~7AINMENT

EBITDA(a)

(Dollars in millions)

Three Months Ended

Marc~ 31,

Actual P:ro Forma

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

CORPORATF: (8) (8)

TOTAL $ 193 $ 176

(a) EBITDA is earnings before interest, taxes, depreciation,


amortization and pre-opening expense.
PARK PLACE ENTERTAINMENT
Statistical Highlights

Th~ee Months Ended

March 31,

Actual Pro Forma

1999 1999

WESTERN REGlON
Average Daily Rate
Occupancy Percentage
$ 82
88'
$
,,,
79

SAST:SRN REGION
Page 8
Business \Vire, April 28, 1999

Average Daily Rate $ 74 s 74


Occupancy Percentage 94!k 94!k

MID·SOUTH REGION
Average Daily Rate $ 60 $ SB
Occupancy Per~entage 94% 90'o

INTERNATIONAL
Average Daily Rate 112 $ 111
occupancy Percentage

tjm/la* dda/la sjk/la


'" 63%

CONTACT1 Park Place Entcrtainmertc Corp,, Las Vegas


Geoffrey Davis, 102/699·5037

Today's News On '.t:he Net Busin~ss ~ire's full file on the !ntetne~

with Hyperlinks to your home page,

URL: http!//www.businesswire.co:n

LANGUAGE: ENGLlSH
,,

"'

Copyright 1999 PR Newswirr Association, Inc.

PR Ne\\·swire

April 15, 1999, Thursday

SECTION: Financial Ne\YS

DISTRIBUTION: TO BUSINESS EDITOR

LENGTH: 912 \\'Ords

HEADLINE: l:Iantys Casino Resorts Reports Record First Quarter Results

DATELrNC: LAKE TAHOE, Nev., April IS

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).

HARVEYS CASINO RESORTS

CONSOLIDATED EARNINGS SUMMARY FOR THE PERIODS

ENDED fEBRUARY 28, I999 AND I998

(unaudited)

three Months Ended

2128/99 2128/98

(dollars in thousands)

Net revenues S75,649 $68,772

Interest expense, net $4,918 $4,0II

Net Income excluding merger related costs and

non-recurring items $1,926 SI,5JI


Merger related costs and non·rccurring items ($14,672) SO

Net incom~ (loss) ($12,746) $1,531

RESULTS OF OPERATIONS· PROPERTY BY PROPERTY

FOR THE PERIODS ENDED FEBRUARY 28, 1999 AND 1998

(unaudited, dollars in thousands)

Ttuee Months Ended


2128199 2!28198
Net Revenues

Harveys Resort $31,149 $27,674

Harveys Wagon \Vheel 14,199 14,515

Harveys Casino Hotel 30,301 26,583

Total Net Revenues S75,649 $68,'172

Operating l:icome (Loss)

Harveys Resort S3.413 $2,046

Harveys \Vagon \Vhcc\ 2,374 l,220

HarVC)'S Casino Hotel 6,476 4,555

Corporate and Development (3,030) (3,238)

Consent Fee & 1'.1erger Costs (19,879) 0

Total Operating Income ($10,646) S6,583

EBITDA (a)

Har..·eys Resort $5,702 $4,555

Han•eys \l/agon \V"heel 3,324 4,126

Harveys Casino Hotel 8,417 6,294

Corporate and Development (2,716) (l,084)

Total EBITDA Sl4,727 Sll,891

(~)EBITDA is defined as operating income, excluding non-recurring items,

plus depreciation and amortization.

SOJRCE Harveys Casino Resorts


CONTACT: John McLaughlin, Chief Financial Officer, or John He\vitt, Corporate Controller, both of Harveys
Casino Resorts, 775-588-2411

LANGUAGE: ENGLISH
LOAD-DATE: April 16, 1999
Copyright 1999 PR News\Yire t~~sociation, Inc.
PR Newsvvire

l\1ay 11, 1999, Tuesday;

Correction Appended

SECTION: Fln'ancial News

DISTRJBliTION' TO BUSJ:-:Ess EDITOR

LENGTH: 2j90 words

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.

DATEJ..11\E· l~'GLE\VOOD. Ca.lit:, May 11

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.)

HOLLYWOOD PARK, INC.

CONSOLIDATED STATEMENTS OF OPERATJONS

(in thousands, except per share data)

Three t.1onihs Ended


March31,
1999 1998
(unaudited)

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:

HOll)A\'OOd Park, Inc - Casino Division 11,839 11,707

Crystal Park and HP )'akama, Inc. 26 46

Boonitov.. n Reno 13,198 14,299

Boomtown Ne\v Orleans 17,269 15,796

Boon1'.011T1 Biloxi 14,086 13,354

Casino ~·fagic Bay St. Louis 16,753

Casino lvtagic Biloxi 11,587

Casino Magic Bossier Ci(y 25,477

Casino Magic Argentina 3,155

Holl)A1·ood Park Racetrack 7,184 7,242

Turf Paradise, Inc. 4,lOl 4,374

Holl}'\1·ood Park, Jnc, • Corpor<ite 5,307 2,657

136,086 69,47.S

Earnings before interest, ta~es, depreciation,

ar:1ortil'ltion and non-re;;urring expenses:

Holly..."ood Park, Inc.· Casino Divl5ion 2,1S6 1,504

Crystal Park and HP Yakama, Inc. 563 254

Boomto11·n Reno 944 (863)

Boamto•vn New Orleans 8,452 6,899

Boomtown Biloxi 3,713 2,519

Casino /\lagic Bay St. Louis 6,210

C'a~ino ~1ag1c Biloxi 7,044

Casirto ~1agic Bossier City 8,375

Casino I'-.1agk Argentina 2,172

Hotl)'\Vood Park Race Track (1,719) (1,764)

Turf Paradise, lnc. 2,581 2,436

Holl;'\1ood Park, Inc.· Corporate (4,609) (l,303)

35,912 8,682

HOLLY\VOOD PARK, INC.

CONSOLIDATED STATEMENTS Of OPERATIONS (continued)

(in thousands, except per 5hare data)

Three J>.1onths Ended


March 31,
1999 1998
(unaudi1ed)

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

Operating incon1e 21,838 1,658

lr.terest expense 14,491 3,661

Jr.come (loss) before minority


interests and incornc taxes 7,347 (2,003)

Minority interests· Casino Magic Argentina 458

Jr:come tax expense (benefit) 2,756 (769)

Jl:et income (loss) S4,133 [1,234)

Per common share:

Net income· basic S0.16 [0.05)

Net income· diluted S0.16 [0.05)

Nun1ber of shares - basic 2j,800 26,276

Number of shares~ diluted 25,800 26,276

l IOLLi'WOOD PARK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(i~ thousands)

Three Month5 Ended


March 31,

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

Liabilities and Stockholders' Equity


01her liabilities · S106,.565 Sl17,428
Notes payable 616,709 539,183
Total liabilities 723,274 656,611
Minority interests 3,646 3,752

Stockholders' equity 235, 127 230,976


Total liabilities and stockholders' equity S.562,047 $891,339

SOURCE Hollywood Park, Inc.


CONTACT: Paul Alanis, President and COO; Bruce Hinckley, Senior VP and CFO, both of l!olly\vood Park, lnc.,
310-419-1501; or Genera! Inquiries, Paul Goodson, 310-442-0599, Analyst Inquiries, Kathy Brunson, 312-266#7800,
Analyst Inquiries, Sue Dooley, 415-986-1591, Media Inquiries, Michaelle 13urstin 310-442-0599, all of The Financial
Relalions Board

CORR.ECTION·DATE: May 11, 199?, Tuesday


CORRECTION:

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

Liabilities and Stockholders' Equity


Ott.er liab11itics $106,565 Sl17,428
No:es payable 616,709 539,183
Total liabilities 723,274 656,611
lv1inority interests 3,646 3,752

Stockholders' equity 235, 127 2$0,976


Tctal liabilities and s1ockholders' equity $962,047 S891,339
·-May 11/
(HPK)

LANGUAGE: ENGLISH

LOAD-DATE: May 12, 1999


TAJ MAHAL
3MOS 3MOS 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

HOLD% 14.4o/,.. 18.3~{i 15.8% 16.5%

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

PROMOTIONAL ALLOW (18.4) - (18.0) (48.3) (50.6)


~----- ------ --~--- ------
NET REVENUES 167.7. 162.1 436.2 426.7
------ ~~---- ------ ------
OCCUPANCY% 98.6% 98.2~{, 96.1% 91.3%

COSTS & EXPENSES


GAMING 85.4 84.6 237.2 237.0
ROOMS 3.7 3.9 11.7 11 .1
FOOD & BEVERAGE 5.3 5.0 14.4 14.4
GEN &ADMIN 22.2 22.6 66.4 64.2
------ ------ ------ ------
116.6 116.1 329.6 326.6

EBITDA 51.0 46.0 106.6 100.2


=;:;;;:::;;:;::::;;,.;:; ;;::::;:;:;:;::;::;;:.= ====== ~====:;::;;;

. .

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

HOLD~~ 17.6~~ 15.7% 16.1% 15.7%

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

PROMOTIONAL ALLOW (17.0) (17.8) (46.5) (47.8)


-·-··---- ------ ------ -----­
NET REVENUES 117.0 114.8 312.1 313.2
----~- ------ ------ -------
OCCUPANCY% 95.SCfo 95.5"/o 89.8°/o 87.1<>/o

COSTS & EXPENSES


GAMING 58. 1 62.0 168.3 172.5
ROOMS 3.5 3.8 10.0 10.3
FOOD & BEVERAGE 4.7 5.1 12.8 13.9
GEN &ADMIN 19.6 19.4 55.8 57,5
---~-- ------ ------ ------
86.0 90.3 246.9 254.2

EBITDA 31.0 24.4 65.2 58.9


=!"!:==~= ====== ===::=:::== =======

'

CONFIDENTIAL TREATMFNT RFQUFST BY THCR 00109


. >
.' .,,,. \:

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

HOLD% 15.1% 15.7% 15.3% 15.5%

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

PROMOTIONAL ALLOW (10.6) (11.7) (28.5) (29.7)


------ ------ ~----- -----~-

NET REVENUES 83.5 81.8 223.7 215.4


------ ---~-- -~---- -----­

OCCUPANCY% 94.9% 96.8% 85.0% 88.3'}~

COSTS & EXPENSES


GAMING 43.5 46.7 124.9 125.6
ROOMS 1.0 0.8 2.9 2.4
FOOD & BEVERAGE 3.5 3.1 8.1 7.4
GEN &ADMIN 15.7 15.8 45.5 44.0
------ ------ --·---- -----­
63.9 66.4 181.4 179.4

EBITDA 19.6 15.3 42.3 36.1


';:;:;:===== 11:1'====;;; ====== ======

CONFIDENTIAL TREATMENT REQUEST BY THCR 00110


(

~nNFTOFNTTAI TFIFATIAFNT RFn111=<:;T RV THC:R 00111


. ·~
<
".;. ' '­
-<. .
..
(
COMBINED
3MOS 3M0S 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
---~--

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

PROMOTIONAL ALLOW (47.1) (47.7) (125.5) (128.6)


------ ------ ------ ------
NET REVENUES 403.1 397.4 1,080.6 1,058.3
( ---·-·--- ------ ------ -----­

COSTS & EXPENSES


GAMING 210.0 219.9 599.6 605.1
ROOMS 8.9 8.5 26.0 23.7
FOOD & BEVERAGE 14.9 14.0 39.0 38.2
GEN&ADMIN 62.6 64.4 185.7 183.6
------ ------
306.8
------ ------
850.6
296.4 850.4

EBITDA 106.7 90.6 230.2 207.7


==-==== ====== ====== ==s.:===

Trump Hotels & Ca:!ino Resorts 1 Inc.

Consolidated Summary of Operations

(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

Revenue:; S403,072 SJ97,J87 Si.080,i69 S!,058J:96

EBltDA
Btfore CRDAl1~diana

State & lvfunidpal Obligation·.

Deprcelition &. Amorti~atfon:

tni~rcst t:xper1se, Corpor.i!c E1'pc~5c;

Other Nun.Of!er:uing Fvpcnse:

Trump Wcdd's ~air Clo,ing


5106066 s 90539 s 230.205 s 101,66\
CRDAI!nd1a.ia. Stat¢ & .Vlunic Obl1g. s (2,528) s (2.321) s (7,065) s (6,463)
De;:ircciarion & Amortization ('..!.!.775) (21.8001 (65,6!3) (64,882)
Interest Extense, N~l (54,043) (SJ,J.71) (161,638) (159,lD)
Corporate E:\:penses (4,645) (3,538) ( l:J, tOl) (11,510)
Other Non-Operating Expense (1,669) (1,184) (5,324) (2,065)

lnconn: (L(l)I) before ~1mority huerts~


Tronip World's Fair Closing Costs.
& Curn1,1!0-1ive Effec; of Change in
Accot1nting Prindpk s 22.006 s 8,375 s (22,5)8) $ (36,772)

itinodty Interest s (8,048) s (3,063) s 8,242 s 13,434

Income (loss:) Before Trump World's


Fait Clo1ing Cost! & Cumulaliv:
Effccc ofC~:i.nge in Accounting Prin. s 13,958 s 5,312 s (!4,296) s (23,338)

Trump \Vor!d's fair Closing Costs


(Sl28,375 Less ,\.1inoriry
lnt~rcn o(S.ui,941) s (81,428) l (81.428)
CL.11nul.i.iive Effect of Change
In Accollnting Prin. s (J,565)
_qq
Net Income (Loss) s (67,410). s 5,312 s ('l9,189) s (23,138)
>.CJ.
Average# Shares 22.19.S,2J6 22,195,256 22,195,.256 22,206,428

Basic & Diluted Eamlngs


(Loss) PrrShare l (104) $ 0.24 s (4.47) s {I.OS)

Basic & Diluted Eaminzs


Per Shat-~ Before Trump
World's F'a.lrClos!ng Costs &
(
Curnuhttivc Effect ofChan.ge In
Accounting Ptin. s 0.63 ! 0.24 s (0.64) s (I.OJ)

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

rexenues, nor did it characterize THCR's revenues in any manner.


I 111e Earnings Release also quoted ·:Cl
(bj{f),{b)(7)
as stating that THCR "succeeded in

I achieving positive results" in the following categories:

I • increasing operating margins;

• decreasing marketing costsj and


I • increasing cash sales from non-casino operations.

I
(00103.)

The Earnings Release's statements about the Company's achieving positive


I results in these categories were accurate. Even without the All Star Gain, operating margins on a

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 ~----~

THCR's New York office. Upon reviewing it,


(b)(6) (b)(7)(Cl

------ noticed that it did not mention tlte


, , d
I

<b)(6).(b)<?llCI

All Star Caie gain, an assumed that, consistent wit reviously-expressed

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:

Date: MaylS, 1998

Subject: ,<\JJ.SW Cafe l.case Termination

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.

CONFJOENTIAL TREATLlENT HEOUEST BY THC~ 00010


UNOFFICJAL TRANSCRJPT OF

TRUMP HOTELS & CASINO RESORTS

10/25/99 CONFERENCE CALL WITH ANALYSTS

OPERATOR' Good 1norning and welcome to the Trump Hotels and


casino 1 s third quarterly earnings (b) 6 ,{bJo:rHCl call.
1 I\ ),\ H 1( ) f
'--~~~~~~~~~~~~~~~~~~~~--Jo
'frump Hotels and Casinos. 1bl\6J,(DH7i',c) please go
ahead sir.
Thank you, welcome everybody to our third quarter
and ' h me
our (b)i6) (b)\7JtC! and our
1bJI lJ H )i I'm sure most of
you have receive a copy o our press release but
I'd like to review the numbers and ther1 har1dle
each property in some detail before taking
questions,

For the third quarter Trump Hotel and Casino


Resorts reported consolidated r1et reve11ues of
403 1 000,000 compared to 397,000,000 for the same
period in 1998. The EBXTDA, t11at is, t11e earnings
before interest, taxes, depreciation arid
amortization 1 and the Trump World's Fair writedown
which I'll talk to in a minute and corporate
expenses was 106. 7 million versus 90. 6 1nillio11 for
tl1e prior year. Net income increased to 14
million or 63 cents a share - - of course that's
again before the World 1 s Fair charge, one time
charge, compared to 5.3 or 24 cents a share in
1998. This exceeded analysts' estimates by
approximately 10 cents, 54 was first call
estimate, our earnings per share was 63 cents.

When we started this year at the beginning of the
year we had dBcided that there are three things
that are important to us going forward. That is
to increase our operating margins at each of the
operating entitiesi second, to decrease our
marketing costs; and third, to increase our cash
sales from non-casino operations; And the third
was the most important to us an? although in some
cases it created a sh.ortfall in revenue, casino
revenue, it was a benefit especially to the Taj in
non-casino revenue.
Now let me review for you specifically the
boardwalk property, that is, the Taj Mahal. For
the third qua~ter the revenues were 161, the net
'fhis docomc11t is s1.1bmi~t~d .:i.s CONFJOENTIAL. Exemp1lori from disdosure lo non·i;.overnmertu1 partie5 of this document and any copits
or it b daimcd under th~ Freedom of lnformatit1n Act (Seciion 200.83, 11 C,FJ{, § 200.83) and a!l othr.r applieabl<:: pto'lisions of law ~nd
regulation. I! ii requeue<.I that~ any diiclosure i~ permitted of thi~ da~umcnt or 1111 y part or eopie.s or ii, timely prior nmke 1>C &ivcn 10
Thom~s Cotd~n. WJUl:lt Farr & G~lbgher, 787 S~vtri'1! Avenue, NY, NY 10019. 212-"12g.gooo

--- ----- - ----···--- ~., .............


r
069J5 95. 01

revenues were 167. 7 million \rcrsus 162 million.


For the nine months they were 436 million versus
426 million. Our EBITD.~ for the third quarter was
51 million versus 46 million in 1998. 106.6 ;
million for the nine mor1ths and 100 million for
the nine months in 1998. Our operating margin
increased to 30. 4 % frorn 2 8. 4 % and for the nine
months increased from 23.5% to 24.4%. I will
again go back to the Taj more specifically in each
of the properties after I finish these results.
At the Plaza the net revenues wer.e 117 million
versus 114 million in the third quarter; for the
nine months were 312 million versus 313 million.
Our EBITDA far the thir<.i quarter was 31 rnillion
versus 24.4 in 1998. For the nine months our
EBITDA was 65.2 versus 58.9 for the nine months in
1998. Our operating margir1 increased to 26.5 from
21.3 in. the third quarter and for the nine months
increased to 20.9 from 18,8.
Trump Atlantic City Associates the revenues were
284 versus 276 in the third quarter; for the ni11e
mont.hs were 748 versus 739. our EBITOA was 82
million versus 70 million in the third quCt.rter.
Our nine month results showed an EBI1'DA of 171. 8
ve:i::sus 159. 1, Our margin for the third- quarter
for Truinp Atlantic City Associates was 28. 8 versus
25.4 and for the 11ine months 23% versus 21%'.

Now going to the .Marina. For the tl:1ird quarter


our net revenues was 83.5 versus 81.8; for the
nine months 223.7 million versus 215 million. Our
EB!TDA for the third quarter was 19.6 versus 15.3
in 1998. For the nine months it was 42.3 versus
36.l. Our EBITDA margin was 23.5 for the third
quarter versus l8.8 and for the nine months was
18.9 versus 16.8. Now going to Indiana our net
revenues for the tJ1ird quarter were 34, 4 versus,
excuse me 34. 9 versus 38. 8 and for the nine mor1ths
108.5 versus 103. Our EBITOA increased to 5
million versus 4.8 in the third quarter and for
the nine months increased as 16. l fl'.'Om 12. 5. Our
EBITDA margin was 14.3 versus 12.4 in the third
quarter and for nine months was 14.8 versus 12,5.
Now as for the writedown at the World's Fair it
was a one time charge of Sl.4 million which is
before t.he minority interest it was 128. 4 for the
entire Writedown and its a one-time writedown for
that property. Going to the earnings per share
again the basic and diluted earnings per share
2
Th!~ .docu~enf i1 submined a~ CONFIDENilAL, E.lle1t1p1ion from di~dosure 1o non·go~cmmenta1 panies of this docurnellt and any copies
or 11 u t!11med 1rnder the Fr~edom of lnforrnarion Act (Sec1io11 200.83, 17 C.F.R. § 200.!13) and al! other .11pp1iclble provis'1ons of bw :iind
rca:ublion. Ir is requ¢1ted th~i before 1ny dhdos~ re is perrnit11:d of this dt1eurnent or any put or copie$ of ii, 1imely prior noticn be given IO
Th~mas Golden, WiJlkle F3n &: G3ll~gher, 787 Seventh A~uiue, NY. NY 10019, 212-728·11000

CONF):OENTIAI Tete.-....- ....... ~ - - - · · - - - -·

0693595.01

before the Trump World 1 s Fair closing were 63


cents versus 24 for the third quarter for the nine
months it was a loss of 64 cents versus a lo$s of
105 in 1998. lncluding the loss, one~tirne loss at
the World• s Fair our earnings per share were loss
of 304 versus 24 ce.nts in 1998 foi the third
quarter and for the nine months was 447 versus
105.

going to each of the properties specifically,


No1,-:
first taking the Taj Mahal. As I indicated to you
earlier the Taj Mahal was t11e one property that we
believed could generate substantially more non
casino revenues through the selling of cashrooms
through cash sales at all our retail and
restaurant outlets of which we added a .substantial
number over the course of the past 18 months and
we 'Ve decided tl1at early in the year goir1g into
this year that.we would accept a small decline in
our gaming revenues versus a substantial increase
in our non-gaming revenues if we could achieve the
cash. sales. It was a risk that was worth taking,
we believe in the long run, because we believe
that the changeover from a more of a high-end
international table game business at the Taj Mahal
into a more slot driven business has shown
significant results. During tl1e cot1rse of the
past 9 n1onths we have added substantial areas at
the boardwalk and on the floor we have increased
our, t}1e number of our slot machines by about 400
we have changed many of our slot machines and
we 1 ve energized our focus in the slot area and in
cost containme11t in the marketing area whic!1 was
very very substantial at the Taj Mahal and were
very pleased with the results. Tl1e gaming
revenues for the thr~e months were approximately
137 million versus 148 million in 1998. Fot· the
nine months it was 382 million versus 388 million.
Now the hold percentage for the three tnonth period
was 14-l/2 versus 18-1/2 and for the nine months
15.B versus 16.5 and this is very significant
because even at a time period where we had a low
hold percentage versus the year before we were
able to generate substantial income on the slot
side and away from the high cost of volatile
internatiohal play. Again going to our non~gaming
revenues we've increased our non-gaming revenues
to 49 million to about 33 million the year before
and to about 103 million versus 88 million for the
nine month period. At the end of the day our net
revenues increase to 167.6 million in the third
quarter versus 162 million and 436 million frow
3
'Illis document is iubmill~d as CONFIDENTIAL. Exemption from di>cloiure 10 non·govemmcn~t p;anles llf lh'~ documenr and .any eopies
or i! b claimed under the Freedom nf lnform1t'1on ACI (S~rion 200,83, 17 c.P.R;, § 200.83) ~nd .arr other applicable rrovisions of law a11d
n:sulation. It is requested th.!.1 P~ a11y discll:1$Urc i$ F~tniiu«1 of lhis document or ~ny pan or copies of it, 1imdy prl"r 1101kc be given to
Thoma$ Ooldtn, Willkie Ftri & Gallagher, 7&7 S~vcnth A"enue, NY, NY JOO 19, 2J2.728·atl00

CONF'IOENTTAI TDC<• ... ••~··- -~-·


069J595 .01

426 million. Our occupanc~l rate was almost 99%


during this period and for the nine months was
96~T a 5~ increase over the year before. The most
significant factor is that many of our i·ooms were
taken up by high end gaming customers. They were
alwoys c:omped in addition the marketing cost and
the other costs relating to that were very very
substantial. YJe were able to shift tl1ose into
cash sales in many cases and in many cases
shifting rooms into the slot area for our slot
customers. t-iell I think the results for the
quarter show that what we did was correct and we
will continue to do it going forward. Our EBITDA
was S:l millio11 versus 46 and 106 .6 million for the
nine months versus 100 million and again the
biggest impact of what we did and it was really
focused on the Taj Mahal to reduce not only the
cost of doing business but to shift that cost into
more profitable areas and I think we 1 ve done that
successfully and you will see I thi11k those
results going forward in the fourth quarter arid we
expect to l'1ave the largest EBITDA year at the Taj
Mahal than we 1 ve ever had. t~te '\"e had one year we
did about 140 million in 1995 when we had a lot of
high er1d business from the international markets
mucl1 of which we' vc wrote down in the succeeding
years because it \o1as difficult collCc:ting soine of
that protit.
Now going onto Trump Plaza, first, the gaming
revenues for the three months that have just ended
were 105 million versus 103 million for the three
months in 1998. For t:l1e nine months it was 281
versus 283. Our hold percentage was 17.6 versus
15.8 for the three months and 16.1 versus 15.7.
Our non~gaming revenue again increased here to
about 30 million versus 28 million in the prior
quarter and for the year it ...: as approximately the
same about 77-1/2 rnillior. versus 78 for the nine
months. However, our EBITDA increased to 31
millior1 for the quarter versus 24 and for 65
million verst1s 58 for th\'.:! nine months. Now the
Plaza benefited substantially' from ou:i::: decision
made in the first half of last year to close the
World• s Fair whicl1 has obviously has been done.
It benefited because our energies were focused on
the main property. Our costs, oµr energies and
our expenses were better spent on this property
and we were able to get rid of that lower end
business out of the Plaza because it was forced in
there because many times we had we were focused on
filling the rooms at the world's Fair and again
4
This do~umem 1$ i:~bmim:d as CONPIDF.NTIAL. Exemp1ion from disclosure to n(ln·govemment.111 parcles of this documem tnd :any C\'lpie5
of it h ~!aimed. !.lnder the Ftccdom of lnfQm_iaiion Ae1 (Section 200.83. 17 c.F.R. ~ 200.83) and al! other applic.able pmviiions or law and
rczulauon. II Ii n:que~ncd that before any d1sc!Qsurc h permitted oflhh doiument nr ar1y J».rl or, 0pie$ or Ji, timely prlor nod cc be eiven w
Thomas Golden, V.'illk'1e Farr & CiaUagher, 787 Seventh Avenut, NY, NY 10019, 212.728.8000
0693595.0l

our cash sales increased and our casl1 rooms


increased arid continue to increase and I think you
\'1ill see again our· fourth quarter showing the
rcsul ts of the closure of the World's Fair ir1 a
very very positive sense and going forward in a
very positive .sense. It was a r1egativ-e to our
company of at least 13 ·n1illion on a cash side
every year but on an energy side it took up a lot
of energy of our executives that are now totally
foct..1sed on the Plaza and were for the last six
months of the year when they knew that the World 1 s
Fair didn't have to be propped up anyn1ore and they
could focus their energies on making sure our
programs are correct at Trump Plaza.
Now going to the Marina. Our gaming revenues for
the nine months were 75. 3 ·versus 74. 3 and fox· t11c
nine months increased 205 rnillion versus 198. Our
non-gaming revenues were about the same about 19
million and about 46 million for the nine months.
Now the Marina is a much more difficult f'roperty
to increase your non-gan1ing revenues 1 cause you t re
limited to 650 rooms and its very difficult to
substantially increase your cash sales although we
did that out during the summer out on the dock in
the Marina and in the entertainment area which \lie
were driving cash sales rather than comp sales
with our customers. Our EBITDA increased to 19.6
million from 15.3 for the three months and 42.3
versus 36.1.
Now r•m going to Indiana. Our gaming revenues
declir1ed to 33. 6 from 38. 2 but increased for the
rLi.ne mt>n.t.11s 104. 8 frc1rn 101. 3. Now in Indiana we
took out a substantial a1nount of i!1centive driven
revenues and were pleased somewhat. I 1 m a bit
disappointed in Indiana's results which EBITDA
showed 5 million versus 4.8 and 16.1 versus 12.5.
I do think that at the end of the day that Indiana
will ber1efit in the fourtti quarter from our new
marketing incentives there. We are building a
aaraoe t h ere as we k now ana I've aeel.·ae a t 0 b ring
·
(b )(6),(b)(7)(C) I
bll6 lb 7 c land t.o install
r&i6 ',(,b 7 c I
at. that 1

property and that is taking plac.e as we speak now.


So over all for the company the net revenues for
the nine months were 403.l, excuse me, for the
three months were 403.1 million versus 397 and for
the nine months were 1 billion alrr.ost 1.1 billion
5
1l1l.1 dua,ittK"I i~ submlncd 1$ CONFIDENTIAL. E~cmption f10m dlsl:!o~urc to non·gaovemmtnllll p~rtkl or thh document And any copies
o(lt i~ claimed uJlller lhc Freedom of I11formatio11 Acl (Sc~d11n 200.83, 17 C.F.R. § 200,83) and an Qlhcr applicable provisions Ofl~w ~nd
regulation, JI l$ reqveit'd dlat ~an)' disclosure b permitted of llll~ document or any par! or coplct of It, timdy priot notiee b¢ given lo
Thomas Golden, Willkic Farr & Oalbther, ?87 Sevtnlh Avenue. NY, NY 100! 9, 212·728·8CXXI
0693595.01

versus about the same for the nine months the


previous nine months. Our EBITDA increased to
106./ versus 90.6 for the third quarter and 230.2
versus 207.7 for the nine months. We're pleased
with the results of the company. We think that
wl1at we've installed earlier really this time last
year sl:1owed results and \l»ill continue to show
results. We 1 re c:onlfortable with cn1r. buclgets
moving into the fourth quarter. We 1 re going to
focus hard on Indiana because we t:l1ink we can do
more out of there. Trump Plaza will have the
benefit of a redone floor at the east tower which
is ongoing right now. The addition to the Plaza of
about 450 slot machines, the addition of a new
oriental area and a reconfiguration of the floor
i,.,•hicb. will be finished by Preside:lt 1 s Day. At the
Taj Mahal we are going to continue our focus and
our addition of slot machir1cs ""it!1 tl1e addition of
about 280 new slot machines in new areas there.
We are expanding our oriental pit and we are
removing one of our gaming pits to make way for
our t1ew slot n\achines in our new slot area. We
fully intend to focus on our cash business there
again in the fourth quarter in the fourth quarter
and first. quarter, obviously, it is more difficult
because of the weather although we are getti11g a
break in the weather in October. We've got-ter1 off
to a good start at our properties in Atlantic City
for this quarter and we expect a good finish to
the year: because of the millennium parties in
Atlantic City and we think we'll get some benefit
of that for the fourth quarter. Now if there are
any questions I will take any questions from the
ai.1dience. Thank yot1.

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

1(6)(61,(bHiJICJ ! Thanks (7\(CJ


(b !6),<b)

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

CONFIDENTIAL l'Rl;ATr.1ENT F!r;"Otli:'~'T P.V TU""'


0693595.01

(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

My questions been answered, thanks.


OPERATOR: Our next question is from l\bJ(El) (l'h7 J(C) I please go
ahead sir.
libJt6! (b!(7J(CJ
Thank you. !Jet me add m congratulations to an
outstanding quarter (~H 6 ),\b)(7)
(b)(6),(b)(7){
Well you're only analysts that covered us so l
thanks for participating in conference call and
covering our company and having such confidence in
us.
Well thank you. guess at this point I'll add my
l
mea culpas for havin a pitifully low
estimate out there. \~J( ).(b)( ! asked most of my
5 7

questions but I just wante to add a follow up to


that. DO you have any sense on the timing oh
wl1etbe;r or not I mean the timing assuming a
perfect world and you get some asset sales done do
you }1ave any sense on timing on that and on the
refinancing?
ib){6),{b)(7)\C
It 1 s all in the works I think that if the Marina
continues to finish the year as we've started we
have all provisions I think the timing on the
Marina you're looking towards early next year on a
refinancing. 1 think the timing on a sale when
anybody walks i11 the door and offers us enough
money for any one of our facilities we· are going
to consider it.
rb\(6) (b)l7J(C1 {b)(6),(I:>!
OK thanks 11i.:c·
(b)\6),ib)(l)(C,1
Thank you.
OPERATOR:
Our next is fromL.~~~~~~...J(phonetic)
qu~stion
(b)l6),lb)(7)1C) I
please go ahead sir. l
(b)(6j,(b)t7)(C,

Good morz1ing / I was wondering if you could let us


know what the cash levels were for the company in
each of the various entities.

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

·:b)\6),(bJ.:71\C) \bH6U l\7J


I could give you its about you c~ould call(C)
directly b1:lt ou7 cash level (bJ(".i),(bh?J at 220·'--'r'"'i"g=t"""'
11ow something lJ.ke that but iGJ could break it
down for you.
(b)(6),(b)(7!\C) (b)(6),(b)
OK I've had difficulty getting through t o ~"~'~c~~ is
there anyone else I could talk to.
{b.1(6),(b)( l)(C) ~l!bJ(6).(b)(i) I
No, you have to cal111c 1 a n d I 1 ll make sure you
get through to him
(b)( ), )( \( )
OK t!1anksl~~;i~\,(bJ land one other thir1g. The World's
Fair, charge what was that on the books for do you
have it broken down at a different parts.
(b)(6),(b)t7\ICJ
Yeah we h'i!.vJL\l,.,J;J.,...4·ully broken dcn·Jn you could do
that with IC)(b){6J.(bJrn

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)

made a comment about t.!1e millennium and some


operators have said that although higher room
rates and gaming volume are expected the paying
for entertainment in some cases people are paying
five and ten times what you would normally pay
that may offset some of the up side. Do you
expect up side or do you feel the same way that
you're paying a lot on the expense level that
going to off set upside?
(b\16),lb)(7)(CJ
No we• \'e taken a different view ! think you' re
talking about your Vegas operators you know I saw
their entertainment lineup and its really dynamite
but I think it's very expensive and at least at
our levels we 1 ve taken the pass at that high end
entertainment. We just see a bigger volume of
cash customers coming down for the parties.
(b)(i:;J,(b)i7)(C)
OK great and then my question somebody asked a
similar version of it I guess for. the write do'tl1n
for World's Fair are there any part of the one
time expense in this quarter that 1 s cash expense
or is that all just balance sheet rate.

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

CONFIDENTIAL TREATMENT AEOUEST BY THCR 00231


0693595.01

{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. '------~

H • its {b){B).(bJ.:Ji(C) 1 61_"_b1_


good mornind~b_"_ 17_!(C~J----.,-,i\ and
(b)(6J,(bJ17) JUSt ave a couple of questions re'""±'~•
i·elating to the World's Fair and the Plaza. )bH 5J.{bJ
since you've closed the property earlier this
month have you seen any up tick in revenues at the
Plaza?
Oh sure '!tie our revenues have increased we still
haven't quantified we 1 re very. I-le don' · to
get gleeful but we' re very happy l kno \b)(B).(bH7 l and
I were talking about that before this ca we have
picked up the revenues that we expected out of the
l'iorld 1 s Fair }'Ou' 11 see about between a 17 and l.9
or 20% declir1e in our reportable revenues which is
less than we anticipated substantially less and
the busir1ess that we 1 ve picked up is the business
we've wanted to pick up in other words that costly
end lower end business thank goodness we don'' t
have to surface anymore with t!1at: expensive Coin
and food programs we had. r think this will help
drive down the marketing cost i11 Atlantic City.
(t>)(6),(b)\7)(C)
OK that was just was my.follow up question if
since you've eliminated some of these bus programs
that we:re headed on over to the World 1 s Fair and
attendant you know coin and prornotional expense
has that lowered your costs as far as the Plaza
and the Taj are concerned at this point.
Oh sure. In the long run it's going to
substantially lower our cost. That fourth quarter
will see the results and I think packages are
going to start coming down right now going forward
and we know it's lowered our costs certainly at
the Plaza and will in the future at the Taj.
{b)(6J,(b){7)(C)
And then finally have you figured out the timing
of when you actually going to demolisf1 tlie Worlds
Fair or is that? ,
(b)(G) (b)(Ti(C)
No its already started we are clearing out the
building now. We're having an auction sale
underway and will be completed in about ten days.
12
Th~s ~ocu~tnt i~ submitted as CONFIDENT/AL. Exemption (r(JIJJ dhclosure tQ tton-govemmentlll p~rt!es of this docume!'ll ~nd 30Y copie$
of it ts claim~ u.ider lh~ Pre~dom of foforrna1ion Act (Sectitn1 200,83, Ji C.F.R. § 200.83) and all o\h~r applicable pco.,.tsions of Jaw and
regufat!on, 1• h r(quested that before a.ny di~lojllre Is permitted of thb dccument or any put or co pie$ or it. timely prior notice be tlveri 10
ThomJs Ooldcn, Willkie Fan- & Galligher, 787 Sc1cnth Avenue, NY, NY 10019, 212-118-8000

CONFIDENTIAL TREATMENT REOUEST BY THCR 00232


069JS95. Cl

We will start by ripping down the small })uilding


where we had the buffet in the bus area by
November 15 and that building v1ill be totally down
before the end of the year and tlien we 1 11 have to
start demolishing floor by floor the main
building,
(b){ ),{b ( )( J
OK and that will be done ir1 January some tin1e.
b ( ),( )( )( I

No it yeah the main building will start in January


we don 1 t know how long its going to take it's
going to take three to six months.
OK. Thank you.
OPERATOR:
Our next question l
. s froml1bJ(tlJ.(b]:·1)1c)
. Iplease go
ahead. '--~~~~~~

(b)( ),(b)( )( J • (b)( ),(bl '


Oh, h 7 c most of this covered but looking out
at corporate engineering and restructuring in
light of the visibility that one of your
colleagues has acquired recently is it likely that
you 1 ll do non dynamic events like trying to
migrate geographically into new areas or is that
on hold what are your priorities in terms of the
non-ope.rating non-refinancing of the debt t:ype for­
the next six months anything special?
\bH6HbJ( !<Cl
You mean going into the jurisdictions.
(b)(t:>).ib)( )(1~)
Yeah you know like who needs headlines if you're
doing other t!1ings that may not be consistent.

Well first I want to say that so for everybod on


8"~!'-'i·ence call the company Trump Hotels and (b)(6),(
;~ 11 ~J,lbJ and my executives are doing ze:ro with
respect to what you 1 ve beer1 reading about that's
done on a level that 1 s
(l:>H6Ubl\7JlC)
Now that's a smart conclusion.
\b)(6),(b)\I )(CJ
Yeah I think its a smart conclusion l have nothing
to do with politics I don't particularly it's
something I'm not comfortable in the company will
not participate financially or otherwise and the
Board has discussed that and Donald and obviously
that's you know each individual has to do what
they think_ is appropriate. Now as to migrating I
don't think we 1 ve migrated any place until we sell
something or reduce our debt unless we can merge
with a cotnpar1y Or something like that and
obviously that's always out there looming but not
13
Thi~ doc1Jmeni i~ iubmit1ed a~ CONFIDENTIAL. £:i:;cmption from disdosure lo non-11ovcmmcnt:al parties of this documem and ~ny oopics
or it ts cblmtd under the F"reedom of lnformuion Ael (Section 200.83, 17 C.P.R. § 200.8)) and all ath~r applicable pmvisions or law and
regul~ilon. h is tequosied thac IX fore any discla1ure ls pttmittr:d or lhis dotument or any part ar copies of ii, 1lmcly prior not[ee be given 10
Thomas Golden. Wi!lld~ Farr & 01!11ghcr, 7&7 S~vcnth Avem1e, NY, NY 10019, 212·728-8000

CONFIDENTIAL TREAT~ENT REOUEST BY THOR 00233


0693595. 01

currently with our. current stock price I tf~ink


that makes it difficult
b)\6).\b)(7J(C1
so the consolidation friends that we're hearing
about on the strip and what your doing is
something that is of interest to you and you've
just got to figure out a way to do it right.
(b)(6) (b)(7)(C)
Well put.
j.:D){l:i),{b)C/)(C)
Tharlks
(b)(6),(b)(7){Cl
Tl1anks

OPERATOR: Ladies and gentlemeri if there are any further


questions please press star one on yo\1r telephone.
our next question is from lib)(6),(bJ(7J(C) I
(b){6).\b){7){C)

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:

as well. No well in addition

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

CONFIDENTIAL TREATr,tENT REOUEST BY THCR 00234


0693595.0J.

{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

has been completed you may now disconnect.

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

CONFIDENTIAL TREATMENT REQUEST BY THOR 00235


! I
NOU---01-1999 10: 34 TRUHP 212 688 039? P.01
'11/Hl/99 rn:z2:31 IHOHSOH FIHAHCIAL-> 212 600 0397 corp hge 881

(
~FIRST
CORPORATE SERVICES FAX

PLEASE DELIVER IMMEDIATELY!

f,b)(6).(b)(I)iC)
To:
~---~

Trump Hotels and Casinos


Portfolio: OJT

Total Number of Notes: 2

To updatl1' yovr order or to rece1vc ro£;earch on other cotti;>anies.

please c3ll Corporate ServiCi!s dt (6liJ 855-2100.

If yuu are any problems in tr«;insmission,


e~pol"'lencio9
please call (aOO) 366~2735.

first Call Corporation


11 Farnsvorth Street
Boston, MA 02l10
rtL G17-SS6-21QQ
FAX E17·l30-1908

first Ca11 is a registerf!d trademark of the First Cal 1 Corporation

CONFIDENYlAL TREATMENT REQUEST BY THCR 00261


NOV-01-1999 10:34 TRUMP 212 6S8 0397 F
.'
!HOHSOH FIIUlHCIAL-> 212 608 0397 carp Page BBZ
1i1e11ss 1e:22:4s FIRST CALL RESEARCH NETWORK

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·•

BOYD GAMING CORP. (BYO) "HKT. PERFORH"

HARRAH'S ENTERTAINMENT INC. (HET) "8UY"

MANDALAY RESORT GROUP [MBG) "HKT. PERFORM"

MGM GRANO !NC. (HGG) "BUY'


MIRAGE RESORTS INCORPORATEO (H!RJ "HRT. PERFORM"
PARR PLACE ENTERTAINHENT CORPORATION (PPEJ "BUY"
STATION CASINOS !NC. (STN) ·•BUY"
TRUMP HOTELS < CASINO RESORTS, INC. (OJT) "HKT. PERFORM"
ANCHOR GAM!NG (SLOT) "HRT. PERFORM"
INTE:RNAT!ONAL GAME TECHNOLOGY (!GT) "BUY"
CARNIVAL CORPORATION (CCL) ..8UY"'
ROYAL CARIBBEAN CRUISES LTD. (RCL) "BUY"
Weekly Gaming Ora~ ·Part 1/2

s2~w1< Earnings Pll:r Share


FY Price Pric;e 3-5 Yr t:s t.
Tieker End 10/29/1999 R<ing!! 1998 1999 2000 Growth Chg?
9.69 11·4 0.2lA 0.44 0.60 10• N
AZR 12
6.50 7-3 0.52A 0.68 0.61 10• N
BYD 12
26.94 30 · 14 I. 24A I. 50 1.71 ll• N
HET 12
H6G 01 18. 63 26·11 1.07 0.90A 1.24. 5• N
MGG 12 51. 00 52-24 !. l5A 2.29 2.46 15• N
MIR 12 14. 56 26· !2 0.75A 0.72 1.04 10% N
PPE 12 ll. 13 14~6 0.49A O.Gl 0.66P 15• N
STN n 24.19 27·5 0.26A 1. 06 1.35 15% N
UJT 12 3.ae 7·3 (!.73)A (l. 641 (0.80) 10'.( N
SLOT 06 61. DO 64·13 5.20 5. 23A 5.30 1s• N
!GT 09 lB. 63 25·14 l. 27A 1.33 1.63 15% N
CCL 11 44.50 54·30 1. 4DA l.65 l. 95 20'' N
53. 06 Sl-25 I. 9JA 2.14 2.44 18':1 N
RCL 12

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

CONFIDENTIAL TREATMENT REQUEST BY THOR 00262


, NOV-01-199'l 10'3$ TRUMP 212 688 0397 P.03
11/al/99 1e:23:85 !RONSOH FIHAHCIAL-> 212 688 0391 corp Page HB3
far Anchor has been what happens in the gall',es division. The Powerhouse
acquisition gives SLOT other sources of possible upside potential, inc1uding
e~pansion opportunities at the racetrack casino and ne~ lottery contracts.
( Park Place Entertainment
Park Place reported 3099 EPS of $0,19 before pre~apening charges versus our
estimate of $0.l'l per snare and $0.14 a year aga. The highlight o( the quarter
~as clearly the early performance of Paris, Park Place's ne~ resort, ~hich
generated $13 million in £SlTOA its first month. We believe the momentum from
the first several veeks will carry irito 409~. leading us to bump up 4Q by $0.0l
to $0.11 from $0.10, bringing the year to S0.61 from S0.55. New capacity in
Mississippi and Las Vegas has not ~ad as severe a competjtive impact as
e¥pected. ESlTOA for 11\e 1hree main regions--h'esi:ern, Eastern, and
Mid-South--came in ;head of oqr expecta~ions. ThG closing of the Caesar's deal
may be pushed from November to year~end.

Trump Hotels I< Casino Resorts


Trump reported a revised 30\!9 operating EPS of $0.16 versus S0.24 a year ago.
Roughly S0.47 of the $0.63 rEported EPS ~ere nat oper~ting but ~ere the result
of an accounting gain. Planet Hollyvoad had been paying lease fees for its
All-Star Cafe (located at the Taj), and thi::se fees hove been recognized as
11 other revenue" at the Taj property. Because of bankruptcy proceedings. P1anet
Ho l l Y'JOOd handed the A11-Star Caf8 over to Trump in nrdor to term in a ta the
lease. Trump h;:id the res-taurant property appr;iised at $17 million, and then
recogniZ~d this gain through the income statement as "otl'ler revenue" at the Taj.

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.

Cruise Corner~-Aoyal Caribbean


Last week, it vas reported that a federal j~d9e (ined ~oyal Caribbean Sl
million for illegill d1.1mping in Nf!w V¢rli'. City harbor. And on October 21, ...e Sdlll'
a S6.5 million fine for dumping in Alaska. These are part of the $18 million
charge Royal Caribbean booked io 2099 ;'Ind simply represent the cash outflows of
this charge, ~ith no earnings impact. The payout schedule also includes $1
mi 11 ion to Puerto Rico, Sl. 5 mi 11 ion to the Virgin Isl ands, SJ mil 1ion to
California, and SJ million to Florida.

Indiana Galfling Revenue


(S millions} Month of September Vear-to-date
1999 1998 % Chg 1999 1998 ' Chg
Casino Aztar 1.8 9.1 -14. 4¥ 12.l 85.1 -15. l~
Caesars Indiana 13.1 NA NM )16. 9 NA NH
Empress C<isino le.s 18.2 I. 9• 174.9 165. 4 S.7".<
Hajes1ic Star 9.l 9. 3 -o. e:i: 88.J 82.5 7.0%
Trump Casino 10.S 12.8 ·17.8• 104.7 101.4 3.3%
Grand Victoria 12.l 14. 4 ~15. 8~ lOG. 8 124. i -14.3~
Argosy 26.2 23.2 13.1'.t: 23!1. l 1g2. a l!J. 9'.L
Harrah's 17.9 13. & 31. 4~ 153.3 131. B 16. 3'.t.
( 511.te Chip 13.5
129. 5
11. 9
112. 5
13. lX
15. 1%
12D.2
1,167.4
102.8
905.5
16. 9".<
1e.4~

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

Source: lndiana Gaming Corrmissian

Missouri Riverboat Revenue


Month of Sept YearMto~date
($millions)
1999 1999 ~ Cl\g 1999 1998 • Chg
SL Louis
President 5.l 5.0 3.9~ 44.3 42.3 4. 6',(.
Harrah's HH 11.1 s.o j!l.5% 93.6 68.7 36.1•
Players MH a.1 7.0 15.9• 75.1 64.4 16.7~
Station St. Ch 9. J 9.2 1. 7'.l as.o 84.J 0.8•
33.7 29.1 15. 9> 197.9 259. 7 14. ?x
Kansas City
Argosy 7.1 5.9 19.B• 62.4 54.J 14.9•
Boyd Sam's Town na na nm na 18.0 nm
Hi 1ton 5.1 5.1 ·1.4• 50.0 44.0 13.5•
Harrah's NKC 14.6 12.1 15. 2• 132.5 118. 8 11.5%
XC Station 13.9 12.I 9.8• 127 .4 106.3 1g_9,
St. Joseph 1.5 !. 6 -6.8% 14. 5 14.5 ·O.J•
42.3 38.2 JO. 9• 386.6 356. 0 8.7•
Caruthersville
Casino Aitar 2.0 1.7 14.6:4 16. 9 17.1 ·0.9•

Total AGR 78. l 69. a 13 .1',(. 701. 7 632.7 10. 9•

Source; Hissouri Gaining CorMlission.

Index Per·forman<.c !0/l9/99 ~ Change


Price Week YTD 52- .... eek
5,p 500 l. 363 4.7 10.9 25.5
DJIA 1a ,730 2.5 16.9 26.3
CBOf Gaming lnde~ 267 l. 7 60.2 68.7
Gaming Operators "163 0.7 103. ! 112. 6
Games Suppliers 7, S"ll Ll 17.5 13.4
Riverboat Casinos 4,700 ·0.2 Ill. 7 143. 7
Nevada Gaming Opera1ors 2 '321 2.3 91. 4 102. 9

Gaming/Crui$e Lll'\e Univetse '.l Change


Week YTO 52-veek
Anchor SLOT 2.3 8.2 21.4
Aztar AZR -3.1 91.4 gj,4
Boyd BYD -4. 6 96.2 121.3
Harrah's Entertainment HET I. 8 84.S 109.S
Int'l Game Tech !GT -1. 7 -23.3 ·14.7
Mandalay Resorts Group HBG 9. 2 64. 6 68. 4
HGH Grafld HGG G.e 88.0 93.4
Mirage MIR o. 9 ·2.5 ·14. l
Par I.: P 1ace PP< ·1.4 105. 9 NA
Station STN -3.S 1S5.4 299. 0
Trump OJT ·3.1 3.3 -23.5
Carnival CCL 6.3 -6.7 45.0
Royal Caribbean RCL 8.2 44, :l 103. 6
Additional lnforma1ion Available Upon Request
Within the psst three years, Deutsche Bank Securities Inc. or its wholly o~ned
subsidiary, BT AleM". a.-own !nCQrporai:ed, has managed or coman.:iged <i public
offering of Aztt1r Corporation; 8oyd Gaming Corp.; Harrah's Entcri:ainment_Inc.;
MGM Gr<and Inc.; Mirage Resorts; Incorpora~ed; Tromp Hotels r. Casino Resorts,
(
Inc.; Anchor Gaming; Royal Caribbean Cruises Ltd ••
ihe·folla.,,.in9 stnck(s) is (are) optionablt!~ Aztar Corporation~ Boyd Gaming
Corp.; Harrah's Entertainment Inc.; Handalay Resort Group; HCH Grand Inc.;

,._....,Mll::Tr'lli::t-1 .... 'rA< TDC:AT••"'""'T ncn11.,,.cT DV TU,...D


• NOV-01-1999
U/61/99 1u:zi:1&
10:36 lRLIMP
ttturr.;un flttHnl:lHL-> ti.I"' corp
Lll bUU
Mira9e Resorts Incorporated; rark Place Entertainment Corporation; Station
212 688 0397 P.05
rage ••>
Casinos Inc.; trump Hotels ~ Casino Resorts, Inc.; Anchor Gaming; Internationa1
Game rechnology; Carnival Corporation; Roya1 Caribbean Cruises ltd..
( Deutsche Bank Securities Inc. maintains a net primary market in the common
stock of Anchor Gaming.

There is a (are) conv~rtible issue(S) outstand1ng on Royal Caribbean Cruises

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.

Note IO: /2075


------------------------------------------------------------------------------
To upd."Jte your order or to receive research -0n other comi:ianies 1
ple:ise call Corporate Services ;at (617) 856-2100.

first Call C-0rporation TEL, il7·8So·2100


22 Pittsburgh Street FAX, 617-261-5627
Boston, MA 02210 E'.HAIL: f:i.rstcal l .notesftfn.cotn

First Call ls ;a registered trade111ark of the First Call Corporation

• NOV-01-1999 10:J6 TRUMP 212 688 0397 P:06


ll/~l/~~ l~iL:rih( THUM~UH I' IHRMC !AL-> 212 &BB 8397 corp Page 00&
FIRST CALL R'StARCH NETWORK

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"

BOYO GAMING CORP. (BYD) "MKT. PERFORM"

HARRAH'S ENTERTA!NHE.NT INC. (HET) "BUY"

MANDALAY RESORT GROUP (MSG) "MKT. PERFORM"

MGM GRANO INC. (MGGJ "6UY"


HIAAGE RESORTS INCORPORATED (MIR) "HKT. PERFORM"
PARK PLACE ENTERTAINMENT CORPORATION (PPEJ "BUY"
STATION CASINOS INC. (STN} "BUY"

TRUMP HOTELS & CASJtJO RESORTS, INC. (OJT) "HKT. PEREORH"

ANCHOR Gl\lllNG (SLOT) "HKT. PERFORM"

!NT€RNATIONAL GAHE TECHNOLOGY (!GT} "BUY"

CARNIVAL CORPORATION (CCL) "6UY"

RDY'L CARIBBEAN CRU!S(S l TO. (RCL) "8UY"

Weekly Gaming Ora~ ·Part 2/2

52·"1< Earning$ Per Share


rY Pr ice Price 3-5 Vr Est.
Tick~r End 10/29/1999 Rari9e 1998 1999 2000 Grovth Chg?
AZR 12 9' 69 ll-4 0.23A 0,44 0.60 10~ N
BYD 12 6.50 7·3 0. 52A 0.68 0.61 1014: N
HET 12 21.94 30~14 l. l<A L 50 1.71 IS" N
HBG 01 16. 63 26-11 !. 07 0.90A J.24 5" N
HGG 12 51. 00 52-24 l.2SA 2.29 1.46 15• N
H!R 12 14. 56 26-12 0.75A 0.72 1.04 10" N
PPE 12 13.13 14-6 0.49A O.H 0. 66P 151' N
STN 11 24.19 27-5 O.l6A 1. 08 1. 35 15~ N
OJT 12 3. 88 7-J IL 73}A (l.64) co. 80 I 10% N
SLOT 06 61. 00 64-ll 5.10 5.'.23A 5.30 15% N
!GT 09 10. 63 25-14 1.2/A 1.33 L63 lS'.(. N
CCL )l 44. 50 54-30 l.40A l.65 L 95 20% N
RCL 12 53. 06 53-25 1. llA 2.14 2.44 18•4 N
--·--••••W•-•-••w---­ •••M••-------------------•--•-•••••••·---••A ·-----~-

Source: FactSet

Additional Information Available Upon Request


Within the p~st three years, Deutsche Sank Securities Inc. or its wholly owned
subsidiary, Bl Ale~. Brown Incorporated, has managed or comanaged a public
offering of Aztar Corporation; Boyd GaMing Corp.; Harrah's Entertainment Inc.:
MGM Grand Inc.; Mirage Resorts Incorporated; Trump Hotels &Casino Resorts,
lnc.; Anchor Gefl'ling; Royal Caribbean Cruises Ltd .•
The fol towing stock(s) is {li:re) cptionable~ t\:ztar Ccrporation; Boyd Ga111in9
Corp.; Harrah's Entertainment Inc::.; Handalay Resort Groupi MGM Grand Jnc. i
~iragc Resorts Incorporated; Park Place Entertainment Corporation; Station
Casinos Inc.; Trump Hotels 'Casino Resorts, tnc.; Anchor Gaming; International
Game Technology; Carnival Corporation; Royal Caribbean Cruises Ltd..
Deutsche Sank Securities Inc. maintains a net primary market in the cotM10n
stock of Anchor Gaming.
There is a (are} convertibl@ iss~e{SJ outstanding on Royal Caribbean Cruises
( L'l:d ••
Oeut$che Bank Securities Ioc, has been eogaged as financial advisor to Harrah's

................................ ' ..................................................... .,,,. ............ .,,

vt.~
~
-;
;tJ, ~_.tt 1

Itich1dl)G in other revenue is fhe receipt ofassets under the bmination of a lease recorded at Fair

Markee Valu.e: based u(X)n an appraisal.

I I

CONFIDENTIAL TR~AT~ENT HEOUEST BY THCR 00158


'·.-' ;.~: l(b/1.6).1.b)(7){C) 1 ·
Prll:I: f17i6299

r i
(
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)

CON~IOl:;:NTIA.L TREATt.11:;:NT REQUEST BY THCA 00252


TD~l(b )(6J.(bJ(7 /\C) FROM: f17i0199 Pl1G£ 2 OF 4
" Tue Oc:t 26 1999 19: 18 EDT

a~t-26-9~ IC:14ar.i From- r-m P 011oi 1-1•0

Fixed Income
• . ·. · ·
Research
Corporate. Bonds · . . ·

October 26, 1999


Gaming, Lodging, & Leisure
Monitor

John Kempf, C.F.A.


(212) 902-38)2 • Trump's Third Quarter EBITDA Above
Expectations
• Park Place Posts Strong Third Quarter Results
GIJldnwn. SucM-" C.O. or 1)11~li41«11"""11 '1 /l'l4rl11r /11ft'<~d J~c'''M ui:.,rt1/(i of 111..01 diJr:><ucd.;.. 1/til U./ION lJN/ fflll.Y lkcll u:; u prlnr.;ip«I 111 1t1r1>11
Jtci.r11i,1.
Oipyrit;IH II) 1999 llyGoiAll'NIJl, $4(.h' & ~

nu~ nuu:rid i~ for ,oof pti••lll infon'Ml.ioo, Uld we= Giit ~fu:it.in; 1111y iw:tion b~ upon i1. Tilio; t.:pon \.I Mt IO he tM.lml"'4 u '" olf~r '" "OU 111 WI
S<llotlta!loo of '1"'- o!l'ci to b~y nny~un')' in"") ,~ri<dlctio.1 ...Mf6 !ueh vi !Jfl'~r or ~lcitatioa "'11\tld ~ m~~ C&ruin ~°""'• indw&tts tM>:i: in;o-olvin'
l\oto•rl<I. opliO!li. an() bia,11 ytcld •WllnO.,,.O, clv~ril<: til •Uti.rr.lnti.trbl: w4 II.I'll no1 Jti.jr...i'lkl fl';f =u itl~!O~ Tho mar~rl.1~ i' N.i<l:d UJll&I inrotm.lti~ th.11 ""'nn;idcr
rclllbte, b~t we dn r101 n:pl"O:lfnt 111&1 il l' aa:~r.il~ or «Jtl'll'lkll:. lllld It .:?tould ~.x be: rcli~ Upol' lbl Mll'IL OpiniOllS fXl'IM.J:illd m O\IJ' c~nl!nf opinio1u u or !II~ date
;i.t'l'~rini: ""I.bi.. m.u.:rill ooly. Wlti\.l 111111M1d!:t~or10 ~~oo ~ rc:iU.\lmblt ~IS the lnf=~cm di~i.1Cd In tllll ~. dmt ll\.lY bcr. to;qJl.!tt)', t11mplluu:c.
or nlil« t.::a&oGll\I tl:Lllt puvnii u.1 frl>IYJ dolnl 3a. 'i''t atld i.W~ affili.u.;o, ol!i=., ditc0:<1n., Md mrployt"'- ill<:l.udln~ j>(t>4111 inwil~ed ia lhtl Jll'lllPffili«i tJr i\:SU&llto
ot lllis mu~1hl, m.;iy, f!'nm d111<1111 linw:., Ii.we ln.'l,t: tit •flon ~ti(l<I~ in, 111d N)' or 5el!, Ille ia<idt.iCIO, QI' deri~•i:i~ct (inclwlill& upc.iM•) lltl:il'Of, uf eomp1111i1:11
tiiefltiOllPd h,~ t\n ~ nf thi• ru.tt..ri.'4\ tM)' b! til cc.pW-0, pht>to.i:Opicd, or dupliattd i~ U<) term. by 1111y 1n1:AA<. t>t (~i) n:di•lJlbclltd whh(ll.lt O~dmlln, Std\~ .1t:
en.., pri11t ..nc1e11 cnn"fn"'
Thi.I l'fllWi-1 ~u beM ~ed b1 Goldll'lllll, Suh> .It'. Co_ udlar (1641lflt..~ 4ffllil.1~• "1d hl• Non 4'1pt01-.d by C<)ldtft:ln S.idi• lnr.ttllottimlll, ""1.lch i~ ~1114.1¢11 by
11w: ~""""ri~t 4M f~J~!'U A~W«l!y, in CUMr.llri"" wll.b ii.; di•Tlibationi~ tM U11ilil4 t:inl)dotn and btGold•llllil Sachl CJtu.d;i. in ~(lrlrwai.;.n wilh ;1:1. di.lributio11
ill Cln.1<!11_ Tlli• m~cuW ii d1'\lflb111ed iu Hooa Kofi&'. by Ci<)ldm:.ii. S...ru (A..it) LLC.. in Jll"fl by G<1ldman S.ehi Olf>M) Ltd., tnd iu Sil1capon '~m~nb
(/gJQmlln Saciv; (Sm~} rt"- Thi, •1'141CWit! l< not fm' dil!rlbull® ill the r.:1111n1 \.Jng:tom 1i:1 priv.i.: fU'lll>""N. « 1.!111 \Miii i• .Uliil<M ~tldh' Wt rwlt>I vfTht
Sc<'.\lri~ an4 f'.tiio,"'' Ali.1l\01il1111nd W'I)' inTI:1tmrot1,iMWdini: til)'mnwcib11 INIH41oro.~ri•:ui>'t:S,111tnliaa::d In tlllt nwata1wtllll01berw.dl'11.v&ilaloll: b)' u1
Co any :111cll prOv1.1t '~~~1JW:r, l'\.:ich<TOQl<ln:w1,$ildli &c. Co.. Nariw. .-pr-..in.ri•• i" $«1u!, K~~ b Ji~ IOo=.l\tAlll~ In tho: ~~rilic:I bu~ii:rCM In !.he Repulllic
ofK<lrea. GoldlruU'I Sctfu L1t11_f'>l4tio<1J! and ic& mm-0,S:. ;;ifli~ m•y. co di<: ~i.:.n1parni1rt:d1111.W arplO~hk bw, tu••
#ltd _..poo c.: u•Gd tlW ftO<:Oletr: 10 mi:.
tue111 ,, rdll!C• '" n""'"~- """""'• rriot 10 ol)f il'll•~(~jy foUo"""; il> pubb<:Mini. F~l,g.n-~41\0•Hin•tcd ue~riuts ;.ut r.ubj(C.I Ul flu<:'l.Uill.!oru. in
och111gt ntu t.h.:lt,wlos ht.v' ~~~¢flit Cfl'dClon Tiit va!wcor pri.:c: .;ir, er Ut<:<iruc d<:riv.::il fu.m, dlt lfl'ffitm)Cllr.111 Addi1i1111,, in>"Co'lOl'li in o:trt..Utt otc.irilies '~ai iii:
ADR..•. tile ":J~o_ (If wn.i¢ll = in!lutfttt4 by fQl'Cisn C11rno11~iu-,_•ff-tai•,lr t.1:;.im~ Wfl'Cllll)' Wk.
P~~ .nfonn11,ot1 ~/\ lllly oi dlt lll'..c.1.aid1:>1 men~otl.ld ;,, lh<t rtl~nl n1.1y b~ utolOl!n..:d '"I""' rcqu••<. lln.d for 1h11 f!UIJ~ ~O'l411~ in h~I} '~o~W eomJ.Ci
GoldmAll S~; SJ.M', S.p.,\. ill Mil•n., Ot tt iU'. Lol'ldcll btt.rlcll o(l",~o ~I l:i:i Ac.:1 Sut~t. 41111 pctW1$ in Hmit; ~ o.ho~ld canlllt\' OoJdm1.11 s~~l'I> (l'UiA) L.L.C.
11 l CAl«n Rotld. l"nl&U f,O•~M'l•~i: 1~,,,. pc.1"111'r:;; o~~rwi:>c. you l'Dllit «inuct ~ Ooldm.1n S;U:h\ (n~ty in yC>ut h()l!l( jurisel1ctlcn 1(you ..,Mii llJ ui:t Our ~trvic:ts i11
df(<i!in~ 1111111-<aM:iQJl 'f ll\$ i.ee~ri•k. mcm\(111td in t.hiJ< m11111i1t
(
I

CONFIDENTIAL TRFATM~NT REQUEST BY THCR 00253


1 :, TO:l\b)(6),(b){7)(C) tHUf1: tlfflftw 100 uct "lb J~~ Ill: l!J UJI 1'11.tt J ur 'I

Oct~2S·S9 10:15a~ Frc~- T-432 P.02103 F-140

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

CONFIDENTIAL TREATMENT REQUEST BY THCR 00254


... ' , 1·:t>)16l.lbl(7J(C1

Hl! P.03/03 F-111


Oct·?S-~9 l~:l5am From~

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

r.nNF"TnFNTT.4.1 TRF.t.TMFN'T RFOllFST ev THCR 00255


.
... .
.... I

(
F Bear Stearns
I Park AYfJ
New York, New York 10167

Date : !. 1;! /o/;).. 7 a'I


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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
Morning Call

I
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
!
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,
1
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

During the lhird quarter, HS renlizcd s12.J4/Jl.fef, up from


Sl85 nulhon, ~rl 'ly reflecting 1n1proved operations at the
Sl.69/Mcfl.ut year &ad up from Sl.9Jffircf in 2Q99, The
Equ.istar (41 Q1 1
n;hjp) and Lycnde!J-OTGO Ri;::fimng
company's oil price realiT..lltion wM S'.20.04/Bbl in 3Q99, up
' hip) joint "enrores. pa.rt.tally offset by
'F~t~ from $1).07/Bbl one year ago an.d$13\78/BbJ ln 2Q99. Unit
Sr.cond'jUilllef !1:Sulb h:u:I been hurt
LOE for the third quanet w:i.s $0.37/Ml:f::. down ?4% from
lbY unplanned di:iwntime al.Equistar's S0.431Mcfc during rbe pl'iOr+yeu period iWd down 5% from
clview, Texas. aJlli a sim11ar shutdown at
S0.39Mefe iu 2Q99. However, lower LOE w;;i5 offset by higher
uniL\. We project EBIIDA io 1999 and
pmduclion w.es. Third-quaner production t:l.'C.es were 7.8% of
~ .l1ld $900 Jnilllon, n:spci;tivcly, and
oil Gild n~ g:t~ revcnue!i. up 23% from 6.3% onr: year ago.
pie compai;)''i ouUWldi.ng issues at current
Thinl..qumer production WlJS J8J Bcfr. (81% JllltW"lll gas}, little
cbanged from both last y&ar <1nd Jn 2Q99. Excludillg 2.2 Bcre: of
1f11 \he t-fNll dl~trobut1uoi Hst, pie.Ha ~Mid,.,,... rrcme. ,cur r.m1', "'ITC ..1111 }QI.If ~-mail lddrtU to Vnevi~@bear.com. To 'l'!CeiVI! tho: el.I&
fil ~upport the f~!tllw'1ng ~iretlll!nU:

kro~n!L:-~der to view FDf n1~. (~1obot ~n De ai:quir...i ~t www.fldcbe.Cllm}.


' ~ti ~l'tlglllm hes not tm.in ~up ll) limit tl1e: }lit :111<:1 t)J:le er m~ yriu ('.;In =ei-.:- Our lites 3\ll!r•ge /Tam a~111Jt:30 to 100 KS i11 :i;im.
'·· l\1ini~tr<1H1r mo<llfy )l.IUf l'irm'~ fil'l!'Wllll tO allow the ll.'C~ption I.If PDf files nrigiflat,ng from heu.r.CQl"I.

100 'd S.~!V3lS NVlH


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BE'A~ i i:J I
STEA ;1 , · · The Baar Morning Call
( Page 2 I:\· Ih: High Yield Research+ Ottober 27, 1999
111
production hljtrl
I
-mhl'l' 10 certain fllid,onlinent propenies lh~t 4Q'l& of ic; 4Q99 natural gll'i produclfun ilt S252r.vtcf. The
were sold d~lfiq Q9S, proaucticm for the third quarter was ct.1111.pany e:ii:pects to incl,lf I 999 fimJib.g and devclopweot t;osts
14% higher! c priotwytar ~ad, for the l.hree months (F&D) ofS0.78/Mi;fe ($4.63/BOE), Uown from S0.85/Mcfe
ended Sept 'I ' 0, 1999, EBJTDA covered cMb imeruc (SS.lOfflOE) in 1998. \Vhik we 1;on(i.nu1:110 favolLou_is
3. Ix, while ~e: o of toto!.1 debt of'S$39 million to annuailletl Dreyfus for il!i firm credit sr.atisties. :iblid as:>ef pro1ecnon 1tnd
thifd.q1,i;uter·E A wo;s 3.9x. s~ong liqilldity, we mnirttain our hutl recomn1ertd;,lion ou its
11 II 6.87S'1Q seaior subordin~ted notes anli 9.2.50% senioc
Liquidity is f' . 11l. wilh S4 millioll in e;,sh and S46 mi!!ion subordim.ited notes as we believe lhr: bonds are falrJv priced al
:iv.:tllablc undbd ,. 280-million cttdit f.:idlity, as I.be co~ny L /
e:rpe.::ts to f1ldrJi 1999 cas~. !Apcnditures (incl1.1ding aipex :i.nd
r cuncut lr:v~ls. Our l 999 EBITDA e-.;11rri:lle is $200 million, :i.nd
cash inic:rc.si)# intern:illy gC1u.1te<!. funds. IIS bas ~gcd our 2000 EBITDA C5tim~te is S240 Jui
lion, yielding c.t:th
"-pprorim.3.tcl~ 4· ' of itS eslim.aied fourth~LJ3J."fur nawral gas i.nletoC$1: and debt leverage rotios or 6.~ und 25x. respectively.
production dt ~,· cf. Md 729'0 of its e5t.imli.ted foutth· (F.rik l)ybcsfqrrJ (111) :Zi2-765'2, 1Jt1J1'eslcnd@b~w.com/
qoruter oil pf· 'on At $14.00/Bbl. We .::onlirt11e to favor }IS Ad.am FliktrsW., (2ll) 272-9010, a~erski@beur.com)
for i.s 1_ow c?~t; crure, solid rnan:i.gement, lhi: downside Encrr::t- Oi'f ServiJ::e: Grty \Vrut. il.c.
hns rcpol"led third-
protcctJon p. by its br.dging prognm. and its st;ible, quarter result~ for !he ·three month~ cridc::d Sepi.ember 30, 1999.
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
1
were highi:r than anticipmed, though they wete down
frorn im.em f;_ f a:cd fu11ds. (Erik DyM.$'1:tnil (212) 2iZ·

comidr::r:ilily from l:ut ~at. Grey Wolf:i Uiird-qua:rti:r


7652, tdy1't ,, bcc.r.coml Adam Fliken/.:.~ (212) 272·
utllli:aLioo was 40%. doY.n fn:>m 58~' ne year aeo hut up from
I' '
9oio, rzflik:xr· ar.eom)
29% irl 2Q99. Average revenue pet 'j (or tlie qu:io~ was
LQuis Dr£ i
1 • •
J 11
ural Ga 5 Corn. aanoul'lced :Jlltd.quaner
• ,.
$8.449, down from S9.2:16 la:.1 ye3t bit up froin S7.S25 in
2Q99. The yr.ar--O"er-ycar det:line fa tJle n:-sult of lower
resuhs for t.hc ·' months ended September 30, t.hat were in .1.••
I·, .. dayrates, though partially offset by a .Y='-.over·year increa.se in
line wichourl~q \ations, 'third-quart.er EBITOA was Sj 4.4 the pm'l:ntage ofrumkey days to 20%1from 16% of total days
ftll!llo11. (exclliqi f :S25~million 11011...:<Uh r~uetion in the worked, Thr; comp~ny's rig fleet oper.hed a icql of 4,023 d:lys
market valu~<#' , ed~price i:ontrocl), u 22% incre;i.se from d1.trinc lbe third qunrtcr. uown from 6.139 dayii during lhe same
$44.5 .rnillio . , g tlic prior-ycu period. Our EBITDA period last year but up f:orti 3,035 da,.Z Jn 2Q99.
estirru:lle was Js5~· illion. EBITDA alsoro3e by 12.% I
sequentially~: , B.6 million during 2Q99. The ycnr-OYer- The U.S. land drilling count. as rcportt-d by D;,iker Hun hes, hit a
yeu inctea!:eli:ii ITDA W>lS mllinly tlllributztble to hl&Jlet historical low of 3&0 for the week end kg April 23. l 999. but
realized natu ·:.. !prices :md a 5% iricre:ce in produr:tion. bu ri:llel'l t() a current 622. Acr::or:i!ngJY, Grey Wolf bas
l<n1iS brey(u ·. . ed $2.30/Mcf d11nng the thitd quancr, up witnes~ed ;i, modest W.crtai;I"! in its d;;.yta.te.:1, ranging from
from $2.2 Cf 'year ugo, and up from $220/Mcf in 2Q99. SS.500 rQ $7.200 per day, For the ftnl'1u"et! weeks of4Q99, th"'
The tompan •$ o rice- rcali1.atioo w.:t$ St 9•.50l'Bbl in the third comp;my h;id aa average of 60 rigs wol-king. for toW tltilizaliotJ
quarier, 11p iii t1 .90JBbl one )'f'-'11' ago. iltl.d SIS.53/Bbl in of 5S%. We expect lhe mmp~y to i:::rft 1999 wilh utilization of
2Q99. Third '. '. production w.is 32.0 Bcfe (86% nm:urnl about 60%. Grey Wolf~ declslo11 not i.Q cut employee wage;s
gas), up from ;ill cfe during the same period Ia.1:t ye.at, and a b.11.$ proven to be beneficial. as the company lw- returned JO rics
3% 1!!qucnti~ ~,. 0 I
from 31,2 Bcfe during 2Q99. Third to work over the pa.st six montru. The company anticipates
quarter uni( o g exptni:e was S0.51',!Mc:fc, uru::lumged placing another 20 rigs into Ok': marker in the near 1enn at a
from la.•1 yw.:i>~ ~by 7% from S0.51/Mefe in 2Q99. Foc the minima.I co~t Qf S2 million.
lhn::c mon!hs '· ~eptt:rnbcr 30, EBlmA coveted inteteSt The CQmp.,y's liquidity i~ solid. wit.b $zt million inc~ 3t
5.41., whil!!: W:e: ~ of tQtlJ debt of S604 million to aMUalizcd
·• · d ~ 18 Scpte:rnba 30 and full awilability under a SSO million. C:rcdit
u11t -QU:t.'ter ~.. •Awa_~ . 11..
fo.cility. The ~ompMJY hM tots.l long•tenn debt of $2$0 mi!lion.
Liqui'dity ~
I·.i nn 1 ~·1·dl , Wlw
"• <146 rru·11·iou 11v=ilili:
·" under a Gi,,en lnert:asing da}'l<ltCS and uti I'u at1on.
. coup\«! WJ.th
' our
$4SQ...rr.illion ~.: : irt7cllity. lri, llEI effon: 10 gain more eJ1posurc bullish view on ruitural gas pticc:i. ru1d dril.ting (95% of Grey
to natured i:;-a.• o: pees, Lou1~ D~yf1,1s has ha:lged only ll.boUt Wolfs drilling 1$ clire<;ted loww:ds narurat ga!i), we belicire the
.,,,.,,,,-,~.,.-'-d.~.---c,,..-,,.,-,.-~~.,,-,-o~~~~~~~~~~~~-'-~~~~~­
Tt"lu.:.."'""""'~'~- c"""' ...,..,oll~••ot-•~~ -..... V~°'l' "'"'°"" :il<1,_Pl""..,Cll•oi lllll<:<ra""" .,.,._.......~~""-in IN• •OIWl'l""'YMlti. w111111ti....ii
i<f>IW~"-.J>llO"'""''• i"'ltll"':""\lo"JO-~-l•hto1-flll""""'r"""""'""~MJ-f<lbt-~t.lia"""'41'UJ'-"""'f>l"'•""~0&/'1Mll>"~l!lll.8'!*'ll"""""""""""'e
....__p<Jo•0"1iruaoi: t•'~'"'"L!CllOl\!~lgll"'l_,il!W..t....,.,,G,,,...POlllllr\li.iV..1"""'1f0111111'111-"""""'(°"<'1'llo"'"'U.~ ....... loJL<d..i...~~·..,

(
?OMOlm!I<! '-•"'-" ~n
""'""'"' ""''roa..in IHIJ
• •,, . . . . . . . . 1 fl ~~,..1= •or rM '"""'~ Qt l\ld\ J.m.#'"oe&, .....,,,gn lkMr ~-""' ~ -
..,...,"'l'I'""'
J" tdc!'U~~ .

!{·---~ ··~·~~·-·'-·~--· .
•IO<l'"' - ............ ·~~I'll...-"' "'Oil ,..Id ff<Vll•IK. ~ - ""'"" "'"""""" ""'I 'la

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of!Wlu• $1o.i""'!Ntrhitrt 1"1'J- ....,_., ..........."$ . . ll'lo ..,,_.ntt.!tor'''"""""'"" '""'"" _..........~ ...."' ""~ ""'f """" • - • , , ;

£00 d [018 1:1111131 S~~lllS HV'6 9P 60 IOJ.11166.:1-'110

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STEA The EMar Morning Calf
( Page 3 II r!_ _ _ _ _ _ _ _ _ _ _ _ _ _ _:H::.i~gh;,.Y:.:i:.:•l::.d::.R:.:es:::•:.:•rch=-=·:.:0:.:C::;to:.:b:::•r:_2~7::.·.:.1;::99:::9c_
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 the value o(lhc: TAC I l .250% first rhorn;:age note.s:ibould


bid, 10.821 ~I~. , 465·bp ~pr<;;:id) bi15ed on our favorable
equal Uie present vulue ITTing ;i 15% discount f;u:tor of u st.ream
outlook for r~n 8:1.~ drillillg and lfle company'& S(ll.id
of _p11yrnenis equal to the interest pa~nts c:..pected over llli:
life oft.he bond :ind an c.xpected 1e~11al \talue al maturhy of
1
liquidity (we' t lu credit facility 10 remain undnlwn
1
throui:;h 2oob)l • Dybtslartd (212) 271-7652, 5.0i: 10 6.0x :mm,1>1! cash flow. This yields a fair value of
«l.rbeslo.nd@!). ~nm/ Adam Flik<l'nld, (211) 172-9010,
1
approxlmately 75 to St ining S200 m'lllion of aruuzal c.uh flow
1
ajli.kn""Jk:i@b~ m) (higltt:r Wan I.he LTM EBITDA) and $30 million Qf excess
I ;I cash. While we malnrain a hold tttoNvncnda~on on the TAC
Gami,.g: or\ or '~er 25, Trump Hotcb & Casi.no Resorts
(TIICR) rep~ ·
Trump A ; ·~:·
iT ~
1 •
in.I qtiartt:r results including: tcSU!U for the
'ity As~odatf:S (TAC) su~idi11ry, The than where they a.re presently quoted. (Tom Shmtddl, (212)
J
! l.250% notes, we believe they shou!'d trsde 5-10 puints lower

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
1

[yca.r and much great.tr than OUr rorec:ist o(


S63. I m.illio·~·;··. : e Strong re$U!ts. paz.zled us as c;isino million in 2Q99 ;ind a I 18% increase from $48. 1 miUio11 for tbc
revenues, lS e ' d bv !lie New Jersey C.asiilo Co:ttrol ye&.r·ago period. EBITDA ror 3Q99 vJa.~ S4S.6 million. a 30%
ed by $12.1 milliion dwing the qu.mer from
1
Commlsskin d icquential increase from :ZQ99 EBrTrlA of S35.I million, tind a
.:ideclinein ' ' volumesandaditfjc!Jltbold 1549a1ncre.asefromS17.9rnillioninUieye.ar-agoperiod. The
1
compi:uison, ~ jy oft~er by 11 7% or :S(l.1 million in.::re:l.'JC in EBrrnA margin came ht at 43.4%, ddwn :2..SO bps ~uentia\ly
~IOI revenui;;~[ 'T valum~ was down 13.8% 10545-3 million frorn 46.2%, and up 510 bps from 37.3% in the y<::a.r•;igo period.
I I' 1 kl • ,.. ) I
:md W.lS eucr:r f' bys. 14.5% hold, dawn ftom 18.2% last .c.BITOA(;ovettd. ituerest c:pen~ .lx jn the quaner, and LTM
yi:.:iir. resvltink' ' SlS.8 million or Jl 3% reduction of table F..BITDA ca,ierage w;is 2.9, as comptttbd to 2.6~ J.nd 3.0x,
win. 1··:1 '~) rctpectivel)', in 2Q99. iota! debt .:i~ a~September 30 w~ S606
I ire.
While the T,;ij ~ ' has been tcduei11g exp~OSt:.'i and fQCosi11g
million: LQAE.SITDA leverage is 3.~·and LTM EBilDA
more: on C.:t5h! '. . gJ.rning revenue decline of this magnitude kvetage is 4.7~ improved from 3.8x .5.2.x, n:spt'l:tively, tn
is very diffj~~tt ~ rercome. We recently lea.med !hat the
2 9
Q9 . I
incrc:ue in ~t-' ues and EBITDA .tl.1 lhe Tjj M:iliel wen: the The dl'tll'llaric year-ovct·year ittC°tt'l15t: in sales is ;i1trihu!.:\bfe to
1
ruult of a non-I: ·ng gflln. Rooms tc'lleuue, foO<l and .11Lrong sale& from the ac.quired Alucc nhd Lorabid brands. as
' "~ '
bevcr:ige n::vtjnu, d promotional allowA.C~es were rcasombly well llS a particularly strong seasonal rebound in salo of
1
in line with lt1S1 '$ fi&ures, However, other revenue this year Fluogett. Net sales of Alutcc, which W'1l acquired i:n December
' .· 'on from SS.1 million fa.S< year. The 1998, grnw~2% to $37 miUion, or 3S.S% of lot.al sales. from .
17 million gain til;at re.suhed from the S23 million. or 30% of cotal sale.~. in 2:Q99. Lorabid cQfltributed
~I St.M Cafli to l.ht: company by Planer .$7.9 million Jn 42 days of .\Ille.$ to JQ99 mf.1.!t.1, representing u
f»taL The muuJ.ta.nt was appr.\i$Cd •H $17 modat d~llne in $ales ftom lhe S74-aUllitin LTM 1ales
, pt.ion of the lliSdS by die cornplln)' r<:ported. ill the U.S. ol.$ of June 30. Intcgr.u:ion of these n... w
J!fhe r~taW'alll will now be oper.i!C:d by I.he produi:.:l linC$, along wit.1'1 the ramp·up ofnicentJy hired sales
'vio1.1sly only received a tenl payment from siaff, offerpotentlal for 11ddltional eeJns in the top line. A\.log~n
djusti.rtg for this one•tlme g:iin, EBimA
1
, sales Wttr:: up 79% to SI (t3 million in the period, irt line wilh
:third quarter w.is S6'.5.0 nu11ion. down projections, ;:is C"Ompa.rcd t1Jo $18.7 million for l'J.tl of 1998 (tee
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vOO d 1018 1li 1i1'1ll S,IB13lS BV29 :~ 60 (03'.\166 ,,1, ·i~o
UNITED STATES OF AMERICA

Before The

SECURITIES AND EXCHANGE COMMISSION

Northeast Regional Office

.._.________________________________________________________ x

In the Matter of

Trump Hotels & Casino Reso11s, Inc.


Case No. MNY-6625

SUPPLEMENTAL WELLS SUBMISSION FILED 1..1.t>!,.t,µ,,JoJ,L<lc.l-li.-~


1 1 71 1
OF TRUMP HOTELS & Cl\~INO RESORTS, INC. A D '' ·'' ' '

WILLKJE FARR & GALLAGHER


787 Seventh Avenue
NewYork,NewYork 10019
(212) 728-8000

Attorneys for Trump Hotels & Casino


Resorts, Inc.

SWIDLER BERLIN SHEREFF


FRIEDMAN, LLP
The Chrysler Building
405 Lexington Avenue
NewYork,NY 10174
(212) 973-0111

Attorneys fo~L{b-J10_1.1_'b)-(7J-1c_1- - '

CONFIDENTIAL TREATMENT REQUESTED

UNITED STATES OF AMERICA

Before The

SECURITIES AND EXCHANGE COMMISSION

Northeast Regional Office

------------~--------------- ---------------------------- x

In the Matter of

Trump Hotels & Casino Resorts, Inc.


Case No. MNY-6625

SUPPLEMENTAL WELLS SUBMISSION FILED~~wi.u:..----,


1
OF TRUMP HOTELS & CASINO RESORTS INC. AND " 1"" l\'iiCI

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

appropriate Form I OQ disclosure. Indeed, there is unambiguous documentary evidence

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-

upon Earnings Release.

(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

THAT THIS IS NOT A RULE !Ob-5 CASE.

A.

second round oftestimony, the Staffsuggested that the key factor supporting their viewing this

b_(_ _c_ _~\the Arthur Anderse~JbJit>J,ibJ<


7 1
1 711 1
as a Rule 101:>-S ·case was the testimony ofrLb_H6_ ·_
1 1
J .Ci \·

(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
'----~

such advice was given.

-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

lb) '6i 'b)l71 (b)\6),(b)(?)(CJ


the All Star gain~ (cl' ,, nereJy reporte dvice that Fonn lOQ disclosure was

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.)

B. The Supplemental Record Confirms That, At The Time of

the Earnings Release, Jl!CR Intended To Discuss The All

Star Gain In Its Upcoming I 00.

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.)

Indeed, even before the Earnings Release was issued,[Lb_ll_''_·'b_"_n_'.c_'-----~

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

prepared wit. h t he Form IOQ , and not t he Earn1ngs


. ' min
ReIease, 1n . d. ibl: l.ib!il)(C
r. at 96.)

.,,.':;;::;;;;::;;:::=.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

\vith fhe infonnaJ phase ofthe St.airs investigation ofthis matter•

•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

te~porary silence about that transaction, regardless of its impact.


In fact, the record plainly demonstrates thatll~){~j:, lctid not fully understand the
(b){6),

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

lib)(6) (b)(7JtCl IAll Star Cafe, supports this:


~-----------~

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-

congratulation '\vas utlllccessary.


(b)(6),(b)
(7){CJ tatements during the conference call to discuss TlICR~s third quarter

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

any intent to keep them secret.

-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

require1nent only if it was a "form of intentional conduct" motivated by a malevolent purpose.

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 wjllful blindness1 an allegation of recklessness is insufficient to meet the scienter requirement

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

fraudulent intent. n).


(b)(6).(b)
Here, as shown above and in THCR's and i 7 l(Cl "nitial Wells submissions~ the

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

have been misleading.

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

to impose Rule 1Ob-5 sanctions here.

E. Recent Enforcement Activity Illustrates That This


Is Not A Rule 1Ob-5 Case

We Jespectfully submit that the Commission's recent enforcement history

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:

• The accounting treatment ofthe item in question was correct;

• The disclosure in question was accurate, and the


reported earnings were not inflated;

• At the time ofthe disclosure, the issuer intended to supply


the bmitted information in a quarterly report to be filed
within a few weeks;

• Immediately after the arguably misleading statement, and


without any threat of litigation or regulatory action, the issuer

·10­
took Significant steps to provide the missing information to the
marketplace; and

• None of the alleged wrongdoers profited by the claimed omission.

The Commission~s recently~announced settlement with Arthur Andersen in

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

proceeding is simply not warranted in this case.

-11·
III.

THIS CASE IS A.I MOST A BOOKS AND RECORDS CASE.


(b)16)
THCR an \bl17) ontinue to maintain that this case \varrants no enforcement

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-

fraud provisions, are more tailored to that alleged shortcoming.

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

miscellaneous recurring items of"other income."

Moreover, section 13(b)(2)(B) (15 U.S.C. § 78m(b)(2)(B)) requires issuers to

"devise and maintain a system ofintemal accounting controls sufficient to provide reasonable

assurances that transactions are recorded as i;iecessary to permit preparation offinaiJ.cial

-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

and records provisions would. apply.

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

13(b)(2)(A) and 13(b)(2)(B).

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.

Dated: New York, New York


July 20, 2001

Of Counsel: 787 Seventh Avenue


Thomas Golden New York, New York 10019
James Dugan (212) 728-8000

Attorneys for Trump Hotels & Casino


Resorts, Inc.

SWJDLER BERLIN SHEREFF


FRJEDMAN, LLP

By:~~~

Andrew Levander (AL-5987)

OfCounsel: The Chrysler Building


David Hoffher 405 Lexington Avenue
NewYork,NY 10174
(212) 973-0111
{b)05l.1bl(7)(C)
Attorneys for

·15·

NEWS RELEASE

For Immediate Release: October 25. l999


for further infom1ation, contact: Nicholas L. Ribis, President and CEO (212) 688-0190

TRUMP HOTELS & CASINO RESORTS

THIRD QUARTER RESULTS

EBITDA INCREASED TO Sl06.7 MILLION VS. 590.6 MILLION IN 1998

NET PROFIT INCREASED TO 63 CENTS PER SHARE

VS. 24 CENTS PER SHARE IN 1998

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 Board,valk Properties Results


(Sin millions) 1999 1998 1999 1998
Third Third Nine Nine
Quarter Quarter Months Months
Trump Taj 1vlahal
Revenues $167.7 S\62.I S436.2 S426.7
Operating: Protit 4t.4 36.5 77.4 71.4
EB(TDA l 1.0 46.0 106.6 1002
Margin 30A~'o 23.4'1--G 24.4- 0/o 23.5'1-{i

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

Trump Atlantic City Associates


Revenues $284.7 $276.9 S7-1.S.3 !739.9
Opecating Profit 66.1 54.0 121.7 110.4
EBITOA 82.0 70.4 171.8 159.1
Margin 2S.8~-U 25_.ig'(, 23,0~ 1~ 21.~~'¢

Trump l\larina Results


(Sin mi!Hons) 1999 1998 1999 1998
Third Third Nine Nine
Quaner Quart~r Months Months
Trump Marina
Revenues S83.5 581.8 $22J.7 5215.4
Operating Profit 14.8 10.9 28.2 22.9
EBITDA 19.6 15.; 42.3 ;;6.1
Margin 23 .So/o 18.7% 18.9% 16,So/~

Trump Indiana Results


(Sin millions) 1999 1998 1999 1998
Third Third Nine Nine
Quarter Qu3.rter Months Months
Trump Indiana
Revenues $34.9 Sj8.8 $108.5 $103 .0
Oper<1ting Profit 2.3 2.5 8.1 5.5
EBITDA s.o 4.8 16.1 12.l
Margin 14J'l-b 12.4o/o 14.8% 12.1%

\
'.

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.

,•

Trump Hotels & Casino Resorts, Inc.


Consolidated Sumtnary of Operations
(Unaudited)

(in thousands, Third Quarter Ended Niqs;_Months Ended


except in share amounts) Sept. 30, Sept, 30 Sept 30, Sept, 30,
1999 1998 1999 1998

Revenues $403,072 S397,J87 Si,080,569 Sl,058,296

ESITDA
B~fore CRDA/lndiana

Stace & il;funic:ipa( Oblig<ition;

Depreciation & Amortization:

rntcrcst Expense. Corporal-: Expense,

OtlJcr Non.Oper:uing Expense;

Tromp World's Fair Closing Sl06,666 s 90589 s 230,205 s 207,661

CRDAl!ndiana State & :V!unic Oblig. s (2.528) s (2,321) s (7,065) s (6,463)

Depreciation & Amortization (21,775) (21,800) (65,613) (64,882)

Interest E."<pense, Net (54,043) (5),)71) (161,638) (159,513)

Corporate Expenses (4,645) (3,538) ( t3, 103) (11,510)

Other Non-Operating Expense (1,669) (1,184) {5,l24) (2,065)

Income (Loss) before Minority '[niercst.

Trump \Vorld's Fair Closing Costs.

&. Cumulativ~ Effect of Ctwnge in

Accounting Prindpk s 22,006 s 8,375 s (22,538) $ (36,772)

Minority Interest $ (8,048) s (3,063) s 8,242 s 13,434

In.come (Loss) Befor~ Trump World's


Fair Clo~ing Costs & Cumulative
Effect ofCllange in ,.\ccounting Prin. s 13,958 s 5,312 s (14,296) s (23,338)

Trump World's Fair Closing Costs


($118,315 Less Minority
lntere5! 0($46,941) S (81,428) s (81,428)

Cumulative Effect of Change


(b)(5)
In Accounting Prin. s (3,565)

Net Income (Loss) s (67,470)" $ 5,312 s (99,189) s (23,338)

Average# Shares 22,195,256 22,195,256 22,195,.256 22,206,428

Basic&. Diltlled Earnings

(Loss) Per Share $ (3.04) $ 0.24 5 (4A1) s (I.OS)

Basic & Diluted Earnings

Per Share Before Trump

( World's fair Closing Costs&.


Cumulative Effect of Change in
s
~s
A'eounting Prin. 0.24 5 (0,64) (l.05)

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

Edgar Online Filing Page 1of30

€)Hu.~
.!'_<:l~ar Filing

TRUMP HOTELS & CASINO RESORTS INC • 10-Q

return fo fil111gs

•Document

._Base

a. .C.over P~g~

lt- Table of Contents

• Financial Statement Item


• F.in~n£i.!!l.SJatements
• Balance Sbeel
• Income Statement
._ Shareholil~J'$ !'quity
» C-a.sbflow__S_t_atc_m_cn1
• Financial Statements
"" Financial Footnotes
• Manageme::Jlt J)iscussion
• L&gal Proceedings
• Changes in Sec11ritjcs
• Defaults lJpon Se<:11rities
• SJ1bmission to a Vote
.i.. Qther Information

.. Exhibits and Reports

• Signatures

tmITED STATES
SECURITISS 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 the quarterly period ended~ September 30, 2001
OR
{ } T.RANSJTT.ON REl?ORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition per~6d fro~ to

com.~ission file number: 1-13794


TRUMP HOTELS & CASINO RESORTS, INC.
(Exact name of registrant as specified in i.ts charter.)

http:l/206.181.209 .22/ga/edgar/EdgarHTMLFiling.asp 11/28/2001


Edgar Online Filing Page 2 of 30

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

(Registrant's telephone number, including area code)

Not Applicable

(Fonner name, former add:r:ess and former fiscal year, if changed since last

report)

Commission file number: 33-90786

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.

(Exact nabe of registrant as specified in its charter)

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

(Registrant·s telephone number, including area code)

Not Applicable

(".E-'ormer name, former address and former fiscal year, if changed since last

report)

Commission file number: 33-90786

TRUMP HOTELS & CASINO RESORTS FUNDING, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 13-3818405

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) dentification No.)

Huron Ave. & Brigantine Blvd.

Atlantic City, New Jersey 08401

(Address of principal executive offices) (Zip Code)

(609) '111~8406

(Registrant's telephone number, including area code)

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

http://206.181.209 .22/ga/edgar/EdgarHTMLFiling.asp 11/28/2001


Edgar Online Filing Page 3 of 30

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.

TRUMP HOTELS & CASINO RESORTS, INC_ ,

TRU11P HOTEJ:,s & CASINO RESORTS HOI,DINGS I r,. p'


AND
TRUMP HOTELS & CASINO RESORTS FUNDING, INC,

INDEX TO FORM 10-Q

PART I--FINANCIAL INFORMATION

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,

.,. 9f Do;lc-r 31, 2000 """' S"t't....iMlr 30, 2001 (UMlldited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , , , , , . , , ,

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) '" .•• ' •. , •.•• ' •.

<:0111ki11~All e(l>teoli,,,.tAd ••l"""' Sb••t• of ~ ll<>t•l• l Ca•ioo 11.•lt>rt• :lk>l<l:h111•, 1:. . t.


•• <>f De,,_,, Jl. ~ODO llU4 S01otllllltl1111> ~Q, ~~Ol (1!.Mll<lite(!).. • ••••••••••.•••••.•••••.•

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, •..•..••• , •• , , , , , , , , , ,

D<>nll.,nn"ll C<>nn<>lldat1>1l Btnt""1tlnt o~ P•rtnn.-H• Ca;>ital u! 'l'r:w"O' !lot8la" CaRin<> Rooorta


!loldi11gn, L,P, Eor th• 11u..... Kw:i.tbu mudo<! -..pt'illlll>or ao, 2G01 t11M11dite<'ll, •••.

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&

P"llfidi"ll• Inc. (11Mudit<1(H., " , , , , , , , .. .,,,, " , , , , , , , , , , , , , , , , , • , , ., , , , , , , "'

M61111-tlt'• Oi•<N•-i<m ~ ~ll"U:la ~f fi11an~ial C<>n<titi<>r> •11<1 IW•11ltM


<:>f Oi;loratio1>u ............•..................•.

l'l'DI 3
"

TRUMP HOTELS & CASINO RESORTS, INC.

TRUMP HOTELS & C.!\SINO RESORTS HOLDINGS, L. P.

AND

'!'RUMP HOTELS & CASINO RESORTS FUNDING, INC.

INDEX TO FORM 10-Q CO~T'D

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Edgar Online Filing Page 4 of 30

l'Jt.ll.T t l •• Ol'flW. llWtlRIU.TlOll

,_, MQ'•l l'«i<:11•i11rli:r•· • , .... , , " " , , , . , •• , , ,, ,, ••• ,


ITEM ~ chlt.1>1111• ill s•enrid.•• '"'II. """
"t l'r<>e<t<"::ln ......................... - .
ti.fault• Qpon R•uior U•curiti••.,., , , , . . .......... .
""
lTW 3
1T£111 4 Qutni11.n!on of M11.tto1>·• ti> " voe• tif S&eurity ll<>ld11r& •.
Oth.,r H1.f<1rm1tiQn. • •••••••• , , , , , , •• , • , , , , , , ,
""
lTEM ~
l~- 6 l!lldllbb.,.nndR6rort1«1.1'1JU118•!1 •••••••••••.••
" "
TNll!i) l!Ot•lt "C•a1<to 11<'1110'.t'tll. lne ••••••••••.••••• . , . , , , , , . , , . , , . , , , , . , , . , .
11igm11t1.1r•
ai"*'4tU.,., T.l:'\.l.IW lfOtQl$ i; c11.11.it1.oR"""""'"
Holdln11111, L.t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ""
Signatuai Trump Ectel11 " C11Bino R1111art;11 f'w:lll.in111, lllc ..... , • , •• , ..... , , , .. , • , , , .. , .. , •
"

PART I - FlNANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEME'.NTS

TllUIG' lroTELS li CAll:tfll IUJll(!Jl'l'H, Jlfe,


Return to 11avi11ati0'1ill TaJ;le of cont$'1t$
COITTIBNSIW CQJffiQLIIUtll'Jm l!AL1\llCB ll!J&IITI!
\do~lar• h• thouaan<'l,., """"'Pt <'h<lr• data)

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~

IllVl!lf!TMl':NT lN lllJFFINOTON llAJUlOll, L.L.<>. li,585 H.,46e


l~S'i'M8N'l' Ul TllIDIP'S 01'l>'!ILE PtJ; MIJl'lilB t0,101 101,771
1,$15,~6~ i,SOY,171
""P'El\Alm """"' AJfJ:! """" ISKIJANCll: COSTB, WB'I' 21,27) 2~.15e
O'llllml Jt.S&l.Tll (Kut• )) , • , • ,, • , ••• , ••• , , .. , , , , , , , 61.190 ~9,55l

LlM!tLl'lllEH AND BT(Jf:lll!tll,DF.Rtl' tlQUTI'T

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~

l.<Jffl;l•'lll!JUI OllllT, ""' of "'""'rent .a.turiti11n (ttl>tllD 0 &) 1,$21,0~l l,~6S,~07

O'l'HEJt LOOO-TERH LlAllILITU!E ~S,lSS ,~,~~1

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)

AOOU11111lat()('l Othllt: cpmpr&h"""stva L<m11 ,,,., "'"'


! S5t)

L8111 trflll91i.:Y atO<'ok ~e eo9t, ~,196,1~~ 11hat't!a


(l0,200) (l0,200)

---···-···· ···-···--·­
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'
~ ~

1'lMI ""'""""D'l"Ying notn~ ""'" an 1nteo;rra1 pilrt of the~e oomd""""d en..,,alid.<l.t"'d


balauce dhe&ts

Tlttrm' IWTlill.3 fl C>.lnl.o Jml)QR'l'll, llll;l.


!!!!.!L~-r~.N!IV.i!JatiotUl.l .-rablfl of. c;i:otfl!ita
~SE!! cawm:n.:n:>A'Vll:V M"A'JUl'l\Jl'llll or OrCM'tlOllS

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)

~dollo..ra in thou""""'"' """'"Pt •ll•rn 4Atai

Thrnn M~ntho Endod


Hi"" M.:mtlu. Euded
Sapui:mbsr lO
S&plumbar lO

2000 2000 2001

~··
3~7,752 l,l,Z37 9~S 1 ll6 ~,~,Jal

ll,771 23,~l, ~l,$0~ 6l, ~, ..


3~,1&5
1~,~91
l~,,&l
12,1-0) 10,,.,
1Ul,85ti 99,8•~
2g,og•
·--~~.,~ .. ---~---~-~~-
arcsa 11evenue1 •..
t33.919 o.10..a2' 1,1,1.~~e 1.1),.2ea
te•• •• rt'al\l0t:Lo111ll 11.ll.,,,..11.<N• (Noto Sl ••
s•,1io .7.t17 1~7,022 118.0f.1
··········-· --·-·-···-·­ ··········-· ............

li<Uo RlrWlllUB9 , , • , •. ... 9


37~, J6~.~09 1,02•.~0l l, 006,~4l

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~'

··#········- ""······~··· ··-·-··""""" ·······-··-·


NUt>l-Of21V'<l'll«I l N = Mm (Qfmllllll>)'
l"U•t>Ut inc- • • • • • • • • • • • • • •."
t, •s1 '· 71~ 2,820
Int9rfl9t ""P"""" .......... .

oth•r 1:.r1n~OIP"rdtin11 in<:"""' t•""l>•tu1•l


(5•,8S5) "'
(55,242) (165,QDS)
(594)
(164,52~)

---···-·····
(a~J

(~3,500)
···--------­
{59)

($4,$$1)
............

(1~1,76~)
"'
·---·----·--
0'1,3(2)
------------ ------------

raceme (Los&) before <>QUity ln 1osB of Buffin~ca


krtw,., L.t..c., m.iav,.ity ~nt•"•Bt a111l
-u::a"rd:L.. a.:,- it""' , . , , •.••••.••.• , ••.•• 1~.07, 15.599 (~2.10~) (3l,60U>
~ltv U. lo1J of ~ttinRtl'.>11. 1111rJ;><;>r, t..i,.i;:. (7~~1 (!>~~) (~.~~~) (2,l~~)
Ni,.,.O>:ity lnt~«-tt . , .•.•••• , •,, 1•, .,~ f tS,4.901 l2, s,. a,.101

1, 191
r----T•--•
,,522
----···-····
(21,8(1)
-···········
(15, 0921

R><tr~<>r<lin~r,y g~in l$14,~Ql) n~t ~t


minority i11.ter<1ot ($5.,SO) (Not<1 1) 1, lt5 t,~S3

------------ ------------ ------------ ------------

http://206. 181.209 .22/ga/edgar/EdgarHTMLFi ling.asp 11/28/2001


Edgar Online Filing Page 6 of 30

(15,0~2)

Bo.a.ic lll1l!I 4J.lut•n'l


"''"'"""r4.lmo1;'
"'"n:1lecra(l~ll)
J.tn .•.•
fbe1'1'll01.'4ln&ey J.t.,. ............. - .
·" ·"
( .~9)

·"
( .~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,

'l'JIIWI~ lJQ'l'J;:l.IJ lo r_,,fllllO IU".l\OAT!l, lflC,


~.turn to no·1i(f&1'i01>'1l_'l'!lble_o_t_Co!<J;_.,nr,.,_
CQfff;£;1{S&ft <.'QlfSQLillA'l'Rrl P ' l ' A - <ll' !lTOCJ<llOr.D1'1111' "'-l!H't'Y
FOi! Tim llltn'I: MtlITT'i1$ l:llltllW 1111':1'-J:tl lQ, 200L

(unauO.it"'1!

f<'l<;>llJ~" iu ttwv.•""4•)

AneWll\\lH;oMI
c~
Stm:l<

M<l.l.ti<>Ml
l!llid ill
Ca.pital
MC1"'Wlllt04
Poficl.t
~roheMiw
~ ..
Oth•:>:
T,,..•nury
St.m::.I<
T<>1'al
St«:ll:JID14<n'•'
EwJ,lty

iauo ...... 455,645 p20,~~R) $120,lOOl 11,,1,9


Mla"""• IMOl:-1' 31,
CQltl'nbAMiva U!•I
ll<lt LOSd ........
"' (1~, O'll)

<lS,0~~)
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.

TRUMP llOTEl.S ~ CASINO RE~0RTS, Im':.


llljltl.\rn no ll&"ill•tiOlllll Tll.<U.,_nf_Contctt,_9
COm'.tllnS~..D CONSOLlll!l.Tl!ll 1'11'!1.1'2ME>l'l'S Of C!l.Bfl J'LOWB

J'r;>R THE lfUlB OOIQ'l'BP lll'lllED BlllfTllMllRR lO, 200~ Ml> 2001

("""Ul'1itGd.)

(d<illarn 111 th<:Juoo.Dl!a)

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)

h ttp://206.181.209 .22/ga/cdgar/EdgarHTMLfiling.asp 11128/2001


Edgar Online Filing Page 7 of 30

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
. .•••••.•.••••••••.••••••••••••••••

. ••••••• '""'"."'' ..................... .


, •.• , , • , , , • , , • , , • , • , , , , , , , • , , ••••• , , • , .• ,
{13,345)
...
' ' 691

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 ······••••·••••••••·•··············

Incrnana ("""""'""") in aom:nmt• pay..J>lo alld ""'aru"4 O>Q;IOll.*"'


14, 77& \J,.:'91)
n'"""'""" in "~'"'''~II ittt.<1Nat P11Yll.blt1 .••••.••.••••.
,,,662 ,,,650
Iru:r<111.a" in otho1r lo"v-t<1D1 lJ.abJ.1itJ..,~ , , , , •
J,~il ~.~30

~······--
-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~~)

lllVQ~t.lll=t ill. li!-1'ffi<llltQR Hll..-lx>T, ~.1!,.C. (1,285) t~~)

CP.ru. lnv11st.Nnt• ...................... . (10,2~1) (10,ll~)


---------
{)~.~~·) (21,1~~)

CAUt 71.0llS nlQl'I J'l!IWK:UIQ ACTlVX'l'll:B:


---·-·-·­
l'roo<:11a.:lt f r - AMl.tiou<1l borrt>Winoe ................ , , ••• , • , ... 7,~78 21,soo
1'aya<1nt of lou,;r·t•ni<Wh~ ••••••••.••••••••••••••••• ,., •• ,,,,,. no,3eo) (lD,~75)
LO<lll m'l•t• frQ0'.11. additi<>nal oorr.,.,i.no ..... , .. .. • • • ............. . (93) (1,6,t)
·--·---·­
(~2.•t~) (5, 31~)
--------- ---------
60,516 69,~~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:

t111rcb4s• of propet'l\y 11.ll-l ~11:1<:!.-n~ """'"" oapltol l•n•• otiliQotlO<lt


$ 10,111 \j,129
..................
··~~"~"""
20~
.... ..........
~., ~ ........ ......

A~Q"""'11a~ed a~lla•· e""'Pu>hawolvu Lo~~ •••••.•••••.•••••••.••••••


........ ......
~ . ...........
'"

Ti.. A<!t:~M:IYiUO !loOU•Q at• •n i!lot617""1 pa.rt; of th••• """"""'"II ~Mlll-Dll.M.ted


financial. """'""'""'r·•.

TRTJMP HO't'EI,S & CASINO RESORTS HOLDINGS, L. P,


CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

ll<>~....be..-
l1. ~q1>t-1Mor 30,
2000
*••••*••*•• ...........
ano1

(unaui:li~u(l)

Ct'.lb ""4 <:••h "'llllvql<1nt<1 ........•.


~~-,~~ 16&, 6~3
P;•c<1!Y~bles, .,.t ... , , .......... . 52,1l5 •~,~a~
IllV<ll\tl>>:i<I' ' ' ' ' ' " ' " " " ' ' ' " ' ' ' ' · · · · · · · · · · · · · · · · · • • • • • • • • • • • • • • • ·
l<l,3~· 1~,0~2
=~ !'.lf~illato~, ne~ ............................................ .

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

36, 565 li,46S

http://206. 181.209 .22/ga/edgar/EdgarHTMLFiling.asp 11/28/2001


r:dgar Online Filing Page 8 of 30

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

't'oto.l M••tt ••• ., . , ••• , . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " . ·• "• • • •

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

WRO·TBJIM DEBT, llflt of ""~~•nt ~t~riti(l!J {!l<:lt<I" ~ :. 8) 1, 821, 02) 1,#~5.~$7


OTl1EI\ !.ONl}·'l'ERM LU•IHLITIE!j • • • , , . , •.. , , , . , , . , , • , , 25,~55 •l,SS7
·---~~~-~-·
...........

TotAl L:lab:llitiea ..•..••..•••.••••.••. , •••••• , ••• , , , •• , , , •• , , , •• , • , , •• , , , , ••• 2,057,105


...........
...........

2,157,2•C

Part.Mr•' aapltat ........... , ••••••• ,,,,.,, •• ,. •• ,,, ••. '$2,S~J 552,503


AQ""'"""lat\Hl <l.. fl.cJ.t , •••••• , • , , , , , , , , , , • , ••• , , • , , • , ..•. , ..•. , ..........• l'~O,Ztill (51~,05'1

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,,,,~~
~ ~

The accoll'.panying notes are an integral pa:rt of these condensed consolidated


balance sheets.

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


CONDENSED CONSOLIDATED STATEMEN'?S OF OPERATIONS
FOR 'rHE 'l'HREE AND NINE MONTHS ENDED SEP'I'BMBER 30, 2000 AND 2001
(unaudited)
(dollars in thousands)

_,, 1'111iitllG
,.,-" lliM ICQ11tl:t•
_,,
&11pt(llll)).!r ~111.ltemb<lr ~~.
----------
lOQO lVQ1 2000 lOOl

J57,75l 343,231 t~5,Jl8 945,383


23,771 23,025 61,102 fl,,6l
Food. ancl. &overage l9,76' ]6.461 lCl,8~6 99,849
Olbti•· 12,$91 1i,1ol 30,949 ~9,0,4

·------····
.,,,~1~
··--···-·-­
•l.4,6iG
··---------
1.~GL~25
··-··--·-·­
~.13~.~~8

~'· 7~0 47,9111 l~'.Q2~ 12$. 047


······---~- ··········~ ~-········· ~-·········
37~.249 366,90~ 1,02,,903 1,008,~Hl
, ...... ...
~

--········· ....... """""

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

http://206, 181.209 .22/ga/edgar/EdgarHTMLFiling.asp .11/28/200 l


Edgar Online Filing Page 9 of 30

FU<>d """' kv6rage •. . .........•••.•••••. t~.710 12,?SS 34,~09 33,919


0•><••~•1 •~ A<tnl.lni•tr•ti"" ............. , , , , , • 10.~:a ,6,3GD 210,s•~ l9G,099
DOl)tO~if.t1<111 &lid ~;n:;Lz&tiOD 19,SVt> 11,161 51,9Jil S4,&ll1
'l:CWIW >l<>rl<l'• :l'•ir Clu•i11<1 \llCt• U , •, ,• m
·~···-~·-~-
J12,fi70
" 2,~,730
··------~··
V~5.~Jij ll~8,S01

:t:wi;m11 trc:ct oP•r•tiuu.t , , • , •••••• , .•••.••••••. fiG,~79


·······-··-
70,l?ll
··-····---­
1.t1,,6~ 139, 714
---··-····· ······----­ ---····--·­ ·····-----­

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)

~······~~~~

The accompanying notes are an integral part of these condensed consolidated


financial statements.

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTE~BER 30, 2001
(unaudited)
(dollars in thousands)


M""""1lo.t•4

~·~tner•'
Cll.Clital
~=latQd
n..fi<:>it
cct.er
COJllP~"'h"""iv1>

~-·
,_.·····---~-~~
Stodt Tot•l

klaru::u,
"· ."'.' ........
!)oQ<llllbtilJ< ~ono '"' ~$2, ~0) $(,PO,l61J
' (lO,aOOJ lt2,0'~

..
--
CQlllCl;reholl#l.""
h'

ll&l11n~••
~

•••I>
U8pt-..r
"'"'
i<I ve.lu•
.," ........
(l'l<!>t~

'"·
..............
in~O;r$#t

2001
:irate

.......... '". " '


'.......
652,5Ul
~~···
03, 7~))

'(~),,G~'l
~"""~"u'"
\559 I

(5$91
.................. (l0,100)
~11,193)

('5~)
"""""""""

'................. ..................
' 117,690

The accompanying notes are an integral part of this condensed consolidated


financial statement.

http;//206.181.209. 22Jga/edgar/EdgarHTM.LFi ling.asp I 1/28/2001


Edgar Online Filing Page 10 of 30

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


CONSOLIDATED STATEMENTS OF CASH FLOWS

CO~DEKSE.'..)
FOR THE NINE ~ONTHS ENDED SEPTEMBER 30, 2000 AND 2001

(unaudited)

(dollars in ehousands)

2000 2001

""'" L<>ll,. ••••••••••••••••••••••••••••••••• •••••••••••••••• (19,5!4) (2l,7gl)


M1:fu11t.mlll>t11 t<> i;vo<>l><lilu <10t; l"•• ti'..,.,. oub. ti...,. £""° l:l'.:ll<l:<At.1¥1!1 •(ltlviti"'"'
!l>ttr.. urdiu•rY ~l.4, Jl.Ot <>f ltJ.n<>li1'Y l.nt•>e•at •••• , , , , , , , , , , •.
(l(,~01)

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 ....................... , ••

Acent.i= ot dille<>UAtll on llW""O"Qfl !1.0l:.,,. ••••••••••

~7.~'1
'· 3~a
,,,0,
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,,,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•• •• " ' •• " ' " . ' ' . ' •.••••.••••...•••. " ••
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"'
,.,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)

lM<:rn••' J.n """"'"'" i11twn11t PtlY•~l• ...•..•.••• ,


•9.~~2 (t,e'a
lncn1a•M 111 otu,. l.:.n.:i·teY!ll 11Abl1ltlee ••• , • , , , , , , ••••••• , , •• , .
), 921 S, SJQ

119.~0'1 ,~. 7$8

<l1'.Qllf Jl'LONa FIWH lHVB!l'l'J:WCl 11.C'l':tVlTt§'


1>u~ct11111e ot P'""'""'t.Y and nquipr.:mt, net (2$,)56) (10,~GO!

Investlll<!nt in Buffington Eatl>o:r, L.L.C. Cl.~~5J (~~)


uo,~~11 (l0,22~)
---------
()~.~'') (21,l~O)

---··--~~

CAG• tt.Olfl , _ l'll.lMCIOO >.C't'lVITn:e'


P'-"C~ede f"°"" ndditiC11111l borr.,,,ini;M ................................ . 1, 970 ~7' 500
,.,.,.,.,.t "f long·eflm ('lel;)t .........•• , • . • •.•• , •• , •• , •
(lO,JIO) (lQ,976)
1.¢11.n Cl>~ttl f~ !M\ttltolottt\1 b<l=<>W"'-9 , , , • ,,,,,,,,,,, ,, lt3) !1,$9,!
·-·-----­
(i~ •• 9~) \5,J7Q)

~o.s~~ St,l68

lQ4,0~~ ~5,,.$

CJ\58 M1> c:Mllll IN:Vtvl!J.!:N'?S >.T llllll) 071' PBflXO!l ,, . , , , , , , , , , , , , , , , , , , , , , •••• , , , , , ,

l'AIJB INT!mR~T P A I D · · · · " " " " " ' " " ' ' ' ' ' ' ' ' ' " ' ' ' ' " " " ' ' ' ' " " " " " " " " " " " " " " " " ' " " " " " " " "
..........

G l06,3!D

51JPl'L"1'mlll'AL DlSCU!SURB OF llQH-CABR AaTTYl'l'J:ES•


Pl>rl'JhA•• .,, prop•rt.:r and bQ"l>iP""Ont under ca":lt•l l••a" obllsr•tiont 10,eu.

The uccompanying notes arc an integral part of these condensed consolidated


fi~ancial sta:ements.

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TRUMP HOTELS & CASINO RESOR'l'S, INC, ,


ll.G~"&n ~<> N<wi11•tion<1l 'l'"'bla of C~t1ton~$

TRUMP HOTELS & CASINO RESORTS HOLDINGS. L.P.


AND
TRU1'1P HOTELS & CASINO RESORTS FUNDING. INC.
N01'ES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Organization and Operations

The accompanying condensed consolidated financial statements include


those of Trump Hotels & Casino Resorts, Inc., a Delaware corporation ( nTHCR"),
Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership
("THCR Holdings"), .;:i,nd Subsidiaries (as defined). THCR Holdings is currently
owned approximately 63.4% by THCR, as both a general and limited partner, and
approximately 36.6% by Donald J. Trump ("Trump"), as a limited partner. Trump's
limited partnership interest in THCR Holdings represents his economic interests
in the assets and operations of THCR Holdings. Such limited partnership interest
is convertible at Trump's option .lnto 13,918,723 shares of THCR's common stock,
par value $.01 per share (the "'I'HCR Common Stock") (subject to certain
adjustments), and if converted, would give Trump ownership of 42.9% of the THCR
Common Stock (including his current personal share ownership) or 44.4% (assuming
currently exercisable options held by Truil'.p were exercised) . Accordingly, the
accompanying condensed consolidated financial statements include those of (i)
THCR and its 63.4% owned subsidiary, THCR Holdings, and (ii) THCR Holdings and
its v.•holly owned subsidiaries.

All significant intercompany balances and transactions have been


eliminated in the accompanying co~densed consolidated financial statements.

The accompanying condensed consolidated financial statements have been


prepared without audit. In the opinion of managernent, all adjust1nents,
consisting of only normal recurring adjustments necessary to present fairly the
financial position, the results of operations and cash flows for the periods
presented, have been made.

'!'he accompanying condensed consolidated financial statements have been


prepared pu:::-suant to the rules and regulations of the Securities and Exchange
Commission (''SEC"). Accordingly, certain information and note disclosures
norrnally included in financial statements prepared in conformity with accounting
principles generally accepted in the United States have been condensed or
omitted.

These condensed consolidated financial stateroents should be read in


conjuncL.ion with the consolidated financ:'..al statements and r!.otes thereto
included in the annual report on Form 10-K for the year ended December 31, 2000
filed 111ith the SEC.

The casino industry in Atlantic City and Indiana is seasonal in nature.


Accordingly, results of operations tor the period ended September 30, 2001 i:lre
not necessarily indicativ~ of the operating results for a full year.

THCR, THCR Holdings and Trump Hotels & Casino Resorts Funding, Inc., a
Delaware corporation ( "THCR Funding"), have no operations and their ability to

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service their debt is dependent on the successful operations of the following


Sl..i.bsidiaries of THCR Holdings (the "S\1bsidiaries"): (i) Trump Atlantic City
Associ,:i,tes, e. New Jersey general partnership ~"Trump AC"}, which is comprised of
Trump Taj Mahal Associates, a New Jersey general partnership ("Taj Associates"),
and Trump Plaza Assor.-.i ates, a New ,Jersey general partnership ("Plaza
Associates"); (iil Trump Indiana, Inc., a Delaware corporation ("Trump
Indiana"); and (i.i.i) Trump's castle Associates, L.P. , a l'Iew Jersey limited
partnership ("Castle Associates") d/i.:l/a Trump Marina Hctel Casino (nTrump
Marina"). THCR, through THCR Holdings and its subsidiaries, is the exclusive
vehicle through which Trump engages in new gaming activities in emerging and
established gaming jurisdictions,

The economic consequences of the September 11, 2001 terrorist attacks


on the World Trade Center and New York State's subsequent approval of the
largest gambling package in the State's history are still unknown at this time.
Al tho1igh management anticipates such events to negatively affect THCR • s Atlantic
City operations, ina11agement cannot predict with any certainty the full f(apact of
such events.

TRUMP HOTELS & CASINO RESORTS, INC,,


TRUM:P HOTE:l,S & CASINO RESORTS HO!,DINGS, L.P.
AND
TRUMP rtOTELS & CASINO RESORTS FUNDING, INC.
NOTES 111 0 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Basic and Diluted Loss Per Share

Basic loss per share is based on the weighted average number of shares
of THCR Common Stock outstanding. Diluted earnings per share are the same as
basic 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

Certain reclassi(~~ations have been mad~ to prior year financial


statements to conform to the current year presentation.

(2) Financial Information

Financial information relating to THCR Funding is as follows:

llO~\\MOOr }l. S11ot~.r ~O,


~000 20~1

'i'ot•l A•••tt (i11clu<'lit1!;r TllC'l'I 1101.:Uaa•' 15 112'1 S&nio:i: 3<11~ar<1d


NateB lluB 2005 ("tho! s .. ni~r llot ..a") reeeivo.bl<1 of
~14~,000,000 et. n..~""'\'"'"' )l, 7~~0 •-""
ll<1t>~emb>Jt JO, 2001) (~) •• $tts.~1~ 1 oao $ts1,sss,oon
MMMMMM•••••• ~---·~··M•M•

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!l'<>t!ll LimW.litt•• M<l C.~tt•l (!oclud.iu.w ~145,Q~O,OOD ~f.

9.,,.10.- l!lote.11 pe.yal>l11) -· ••••.••••••. • •••••••••• , .....

I'll,,.. M=Uw ~-(I 601.>t.-.- )~,


2000 2~01

llW•r••t IJ><V•n•• , •••••••••••.••..••• ,,,,,,,, ,,,,,,,., •••

"'""' l>'Cl!IW> . . . . . . " •

(a) During 2000, THCR Enterprises, L.L.C. 1 a New Jersey limited


liability company ("THCR Enterprises") and wholly-owned subsidiary of
THCR Holdings, repurch3sed $35,500,000 of these Senior Notes for
$19,030,000 plus accrued interest. For the nine months ended September
30, 2000, an extraordinary gain of $14,903,000 was recorded, net of a
writedown of deferred loan costs of $1,567,000,which '&as adjusted to
$9,453,000 after minority interest of $5,450,000.

(~) Other Assets

Pla7-a Associates is appealing a real estate tax assessment by the City


of Atlantic City. At December 31, 2000 and September 30. 2001, other assets
include $8,014,000, which Plaza Associates believes will be :recoverable on the
settlement. of the appeal.

10

TRIDIP HOTELS & CASINO RESORTS, INC.


TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
1ll\lD
TRUMP HOTELS & CASINO RRSORTS FUNDING, INC.
NOTES TO CONDENSED COKSOLIDATED FINANCIAL STATEMEN'I'S
(UU<:\Udited)

(4) Trump World's Fair Closing

On October 4, 1999, THCR closed Trump \•/orld's Fair. In addition to


closing costs recorded .:tt December 31, 1999, cost.e of $765,000 were recorded
during the nine month~ ended September 30, 2000.

15) Volume Based Cash Rebates

In January 2001, the Emerging Issues Task Force (EITF) reached a


consensus on certain issues within Issue No. 00-22, "Accounting for 'Points' and
Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for
Free Products or Services to Be Delivered in the Future," (EITF 00-22).
Application of E:TF 00··22 is required for interi1u and annual pcriodc ending
after February 15, 2001. EITF 00-22 requires volume-based cash rebates to be
classified as a reduc~icn cf revenue. Accordi!lgly, such l'.'ebatEHl have been
cl.ass1f.i.ed as promotional allowa_'lcos. THCR previously classified these
expenditures as a gaming expense. P:rior period <;.1m,ount$ have b¢cn rccla$$ified to

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conform with the current presentation.

(6) Trurop Indiana Note Payable

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.

(7) Recent Accounting Pronouncement

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

TRUMP HOTELS &. CASINO RESOR'l'S, INC.


TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
AND
TRUMP HOTELS & CASINO RESORTS FUKDING, INC.
NOTES TO CONDENSED CONSOLIDATED PJNANCIAT~ STATEMENTS
(unaudited)

(8) Subseqi.i.ent Ev~nts

On October 31, 2001 1 TIICR announced that it is seeking to negotiate the


terms of the public O.ebt and is w.iLhholding .i.n\..eresl paymen·~s Lhereon until such
tiine as discussions between THCR and th~ bondholders have been finalized. The

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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.

Pursuant to each of the indentures go,verning the aforementioned debt


issues, a default in the payment of interest when due and payable and which
continues for 30 calendar days (the "Cure Period") constitutes an ''Event of
Default" under which the trustee or the holders of 25% of the aggregate
principal amount of the respective deb'.: issu~ then outstanding, by notice J_n
writing to the respective issuers, may, and the trustee at the request of such
holders shall, declore all principal and accrued interest of such debt issue to
be due and payable immediately. Nott>Jithstanding, the i.ssuers 1nay prevent tbe
aforementioned Event; of Default by paying the defaulted interest before the
expiration of the Cure Period.

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

TRlW.P HOTELS & CASINO RESORTS, INC.

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TRG"MP HOTELS & CASINO RESORTS HOLDINGS, L.P.


AND
TRUMP HOTELS & CASINO RESORTS FUNDING, !NC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(8) Subsequent Events (continued)

THCR Management Services, LLC, ( ~THCR Man.;l.geroent '' ) an unrestricted


subsidiary of THCR Holdings, has entered into a management agreement with the
Twenty-Nine Palms Band of Mission Indians, a federally recognized Native
American tribe (the "Tribe"), which, subject to the approval of the National
Indian Gaming Cornrn.iSSi6n, provides that THCR Managernent will manage and direct
all business and af:'"ai.rs ln connection with the day-to-day operation, management
and maintenance of the Tribe's expanded and renovated casino located in the Palm
Springs, California resort area. The construction and renovation of the Tribe'8
casino is currently in progress and is anticipated to be completed in the second
quarter of 2002. To enable the Tribe to complete the construction, THCR
Management agreed to act as a participant in the Tribe's construction loan and
to provide to the Tribe a portion of the financing for the project. THCR
Management has entered into a loan agreement with various lenders, whereby the
lenders have agreed to loan up to $18,$00,000 to ~'HCR Manag~ment which will, in
turn, use the net proceeds to fund its participation in the Tribe's construction
loan. THCR Management's financing from the lenders be~rs incerest at the rate of
9%. per annurn and matures in November 2006. The financing is secured by (i) a
pledge of the promissory note from the Tribe, Iii) a pledge of management fees
and (iii) a limited guaranty of Trwnp. 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 Trurr.p in connection with such guaranty. The indemnity
obligation of THCR Enterprises is secured by a pledge of certain securities held
by THCR Enterprises. In November 2001, $11,000,000 of the $18,800,000 was drawn
do'.vn by THCR Management,

13

ITE~ 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND


RYt1.1>·11 tQ Navi.qat•<:>nal 1~bl• ot Con~<!lrlt~

RESULTS OF OPERATIONS

Capital Resources and Liquidity

Cash flows from operating activities are '!'HCR's principal source of


liquidity. Although THCR and its subsidiarie.s anticipate having sufficient
liq-~idity to meet their obligations during 2001, management ca.n..~ot make any
assurances ~egarding THCR's and its subsidiaries' ability to make future
payments in light of the economic consequences of the Sep~ember 11th terrorist
attacks on the World Trade Center which have led New York State to approve t~e
largest gambling pacA:age in its history, which includes six casinos, three of
which will be ninety minutes a\l;ay from Manha:tan in t:ie Catskills, and video
slot machiner.i at numerous racetracks, including .l\queduct in Hew York City and
Yonkers. Cash flow is managed based upon the seasonality of the operations. Any
excess cash flow achieved from operatior.s during peak periods is utilized to
subsidize nan···peak periods when necessary.

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On October 31, 2001, 'l'HCR announced that it is seeking to negotiate the


terms of the public debt and is withholding interest payments thereon until such
time as discussions between THCR and the bondholders have been finalized. The
following debt issues of THCR and/or its subsidiaries are affected: (i) THCR
Holdings and THCR Funding 15-1/2% Senior Secured Notes due 2005, having a
semi-annual interest pay:nen~ due on December 15, 2001; (ii) each of Trump AC and
(A) Trump Atlantic City Funding, Inc., (B) 'frump Atlantic City Funding II, Inc.
and (CJ Trump Atla.ntic City Funding III, Inc, 11-1/1*% Mortgage Notes due 2006,
having an aggregate semi-annual interest payment of $73,125,000 which was due on
November 1, 2001; (iii) Castle Associates and Castle Funding 10-1/4% Senior
Notes due 2003, having a semi-annual interest payment of approximately
$3.178,000 which was due on October 31, 2001; (i\t) Castle Associates and C.;i.stle
Funding 11··3!4% Mortgage Notes due 2003, having a semi-annual interest payment
of approximately $14, 226, 000 d:1e on November 15, 2001 and (v) Castle Associates
and TCHI 10-1/4% Senior Notes due 2003 (referred to as the "Working Capital
Loan''), having a semi-annual interest payment of approximately $256,000 which
was due on October 31, 2001. These inte:::est amoi1nts 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. THCR intends to pay
interest upon the completion of a successful negotiation.

Pursuant to each of the indentures governing the aforementioned debt


issueu, a default in the payment of interest when due and payable and which
continues for 30 calendar days (the •cure Period") constit1.1tes an •Event of
Default" under which the trustee or the holders of 25% of the aggregate
principal amount of the respective debt issue then outstanding, by notice in
writing to the respective issuers, may, and the trustee at the request of such
holders shall, declare all principal and accrued interest of such debt issue to
be due and payable immediately. Notwithstanding, the issuers may prevent the
aforementioned Event of Default by paying the defaulted interest before the
expiration of the cure Period.

Capital expenditures for THCR were $25,358,000 and $10,860,000 for the
nine months ended September 30, 2000 and 2001, respectively.

THCR Manage:tnent :has entered into a rnanagemcnt agreement with the


Twenty-Nine Palrr.s Band of Mission Indians Tribe, which, subject to the approval
of the National Indian Gaming Cormnission, provides that THCR Management will
manage and direct all business and affairs in connection with the day-to-day
operation, management and maintenance of the Tribe's expanded and renovated
casino located in the Palm Springs, California resort area. The construction and
renovation of the Tribe's casino is currently in progress and is anticipated to
be completed in the second quarter of 2002. To enable the Tribe to corr.plete the
construction, THCR Management agreed to act as a participant in the Tribe's
construction loan and to provide to the Tribe a portion of the financing for the
proJect. 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
v. hich will, in turn, use the net proceeds to fund its participation in the
1

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.

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Edgar Online Filing Page !8 of30

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 indentures of Trump AC and Castle Associates restrict their ability


to make distributions to THCR Holdings, The loan agreement with Trump Indiana's
bank group limits its abi.lity to make distribution to THCR Holdings. Therefore,
the ability of THCR Holdings to service its debt is dependent on other futur~
operations and the permitted distributions from Trump AC, Castle Associates and
Tr·-..uitp Indiana.

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.

In addition, the ability of (i) Plaza Associates and Taj Associates


(through 'frump AC) and (ii) Castle Associates to make payments of dividends or
distributions to THCR Holdings may be restricted by the rules and regulations
promulgated by the New Jersey Casino Control Commission. Similarly, the ability
of Trump Indiana to make payments of dividends or distributions to THCR Holdings
rnay be re:i;tricted by the rules and regulations proff.ulg-ated by the Indiana Gaming
Cornmission.

15

Result$ of Operations: Operating Revenues and Expenses

All business activities of THCR and THCR Holdings are conducted by


Plaza Associates, Taj Associates, Castle Associates (d/b/a Trump Marina) and
Trump Indiana.

hnp://206. l S1.209.22/ga/edgar/EdgarHTMLFiling.asp 11/28/2001


Edgar Online Filing Page 19 of 30

Comparison of Three-Month Periods Ended September 30, 2000 and 2001.


The following tables include selected data of Plaza Associates, Taj Associates,
Trump Indiana and Trump ~arina.

..,,, lum<•W,.,11: ,,, aooo


't'bxa• ltltlutbe
,_
------------------------------------------··-·­
1'1•:•
Al>1,.x:iatno
··-······· "'
Aa&c<:iatas I:Dd.iaW!t.
.......... ······~
""'
"""' .............

Mritia ¢otisolid.ata4•

1it11t•"""""'' CdolJ.&rl ill lllJ.lliOM)

oucln,;t .................. ,,,,,,.,


OrJ1<1r •••••••••••••••••••••••••••••••• ' ~().(
ll.,
$1,~.'
ll. 0 •l'·' •
'-'
02.1
19.5
$l5"1,¥

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

C<>•lt:• &l1<l. EKl>6llill~'

<1""'1ftG' "" ••••••••


(lth•..• •••. '""""'"
a..n11rlll • Adtrd.niatrat1Vf! ••••• ,
••••••••••••••••••• "
"•
... "'...
~2.n

~$. $
1 B .S
L' ..,
'-~ .R

11.$
20Lff

10.f
10.6
v.oprll.eiatimi. r. JIM><ti•"tit;m •. • •• ••• 1~ .•

13.0 12e. a lU,3 11.,$ l1~. ~

In""""' fr<m °""r•tia!lll , ••••••••••

"""-"""""ti1;19 ~~"""" ..... .


:tntt1n1Mt !l!tpona<l , ., , , , , • , • , •
13.0

"'
(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)

L<>sa in Joint V•<1t11r• ............ . \0 .~) (O.B)


l:l<t¥M>t<l~n•ry Qain, n•t • L'

' '" • in.s


• (1.1)
'·' lJ .!i

(,.~)

' •••

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

Qroll• hv•11u•1 •••.


~•111, l'"""'°eloll{<J,. ltt~9"",.n"'~
lOe. 0
ll.9
17$.9
20,B ...
~l.S gJ. I
12.J
4.1L8
4.1.ll

~·. l 15~. l ~2.6 81.l. l66' g

<:'oot'o ""<I i!'>i:poofill8R'


O~ntlt.tO
Oth6"
•••••••••••••••••••••••••••••••
.,",
80.,
u ..,
15.7 4.l.8
•••
191.7
20.l
Qe,,..r&l ~
tlll11rt1nillt.ion
Adlltlnistrativo •.•• ,
~ 11.xwrt:LratJ.on , , • , •
25.2
,,,
••• 17.1 ~6.1
11.•
"" "'.a
.. ,
7,. 6 l~).' ~~. 4 ~a ~~G. 7

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

u,~., in J"int venture


'" " 11.')

(0 .6)
11~ (~•. 6)

(O.fi)

http:/1206.181.209.22/ga/edgar/EdgarHTMLFiling.asp 11/28/2001
Edgar Online Filing Page 20 of 30

••• $ 12.t $ 2.0 $ (!..~) 15.0

(S.S)

Nlllt :tfl.<:OllWI • • • • • • • • • • • • ••••••••••••• '

* 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:
"""""""""""~

1'ab1.. a..,. 11.av"'"""* , ••••••••• , ••••. SJ.7 21.2 111.3


Tabl.u °"""'
Drop )01. ~ "'
~~.a 140.2 661.0
Tal>Lo ll'i<l f<ilr'QOUt"IJ"
of Tak>l,z, a.,,,.,.
11.~ ..
,.
16.G'.\ 17.9.. 1~. 7 ..

" • "'
~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"~

Tablo O&m<> l«lvonuGn , . . . . . . . . ., ., • .,

•••
25.5
10.~J •• ••• 5

I~ .1) •' J•.•


••• (O.'I

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

'

:ru~.- (Pt:IC.-) ovn.: ),'>ri11r V"rlO<!l


1'4bl8. ftin PiU'"*ntfl.111'& , , , , •
xn~r (Pl'<'.'I'! OVl'r pri9r pl'riod.
p0.6)
i~.s

'·'
..
..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

:tn~r (Daer) ov<n: pr1o>< P"ri<Xl u.,i


...••• (0.,l
11.1) (1.~)

Slot 11<111dlu , • 7li4.0 1,235.l 1(8.~ 111., $3,~95.0

:tno>< (Dear) ova1t or1or o•rl.<><1


e1ot Wl01 ~a.-<:11.ota!l11
X<l~l"' (Dfter)
~r of Slot
.......... .
ovnr: prinr pfl.rl<>d
Machin•u• .• • •.•• •,'
...
(:\~.~)
?.~

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.

l".oe1" (Pnr:1"! <Wf'" prior pnria4


OtllO!I'" <J.tmhtq II<>'""'"'"' ................. • ' ..,
m
"' ..
•' "'
'·'
I..o.cr (D<lcrl <1Vilr prior p"riod •• , ••••
'fl"ltlll llNlll"!J """.....""" • ' . . . . . . . . . . . . " ' .
l'.o.or !!><le.-) ovui; Ji.'.-i<>i; 1;1.,.-1911 • , , , , , ,
ae.s
U.9l
1,e.a'·'
It.$) ...
Jl.O
(0. ll

' ''·'
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.

http://206.181.209.22/galedgar/EdgarHTMLFi ling.asp 11/2812001


Edgar Online Filing Page 21 of 30

Table games revenues decreased $12.5 million or 11.2% to $98.8 million.


for the three ntonths ended September 30, 2001 from $111.3 million in the
comparable period in 2000. Decreased table drop at all four properties primarily
contributed t.o the decrease: in revenues. Trump Taj Mahal Casino Resort (the "Taj
Mahal" l, the Trump Plaza Hotel and Casino ("Trump Plaza") and Trump Indiana had
increased V>'in percentages in 2001 which primarily offset their respective
decreases in table drop. Trur:\p Marina's decrease is due to declines in both
table drop and win percentage. Slot revenue decreased $1.9 million or 0,8% to
$238.0 million for the three months ended September 30, 2001 from $239.9 million
in the comparable period in ?.000.

Promotional allowances decreased $6.9 million or 12.6% to $41.9 million


and gaming expenses decreased $9.1 million or 4.5% to $192.7 million for the
three months ended September 30, 2001 from the comparable period in 2000,
primarily due to reduced gaming revenues at the Atlantic City properties.

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

Results of Operations: Operating Revenues and Expenses

All business activities of THCR and THCR Holdings are conducted by


Plaza Associates, Taj Associates, Castle Associates (d/b/a Trump Marina) and
Trump Indiana.

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.

Nine Montha E:n<ied g.,pt......._r 30, 2000

l'llUIB TftJ ".\':n>JllP 1'.:U.W nl:C.ll.


M$0<:i•t<10. A••t><:io.t•• tnllillllo. Mllri..., C'o...,oli<le.c•d•

~~·' 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.&

C:<>l'tl' """' ~ .... $,


(l1'11'.1i"q ............... . lSS.2 2:t.n 12~.~ 5G7,7
OUwr •.••.••••..•••••• 15., 21i.~ ll.~ ~a.J
u ...... x•l. ~ Af1Jo.ini•~,.,.tiv<1 ~).7 15.1 ~D, 1 111.3
V.1>11'.•Ci.,tioA ~ 1llll<>ni1ation 12.1 l1.~ 13.0 ~1.9

11on-opB".o.ting Inc.,,...
tntatf!At £>cpfln~Q • , •••• '·'
(3S.8) "·'
(70 .1) '·'
(fl.l) (165.~)'·'
(35. i) 1•1.s1

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Edgar Online Filing Page 22 of 30

LO&ll itt Jt>i.nt '/H1.t1u•11


&1<trnordin<1ry 011.h•. "et

LO&• ?fflofore "1ncrit)I' l:ntBroat •• (~.5) 11.1 t&.5) tlL2l (25.~)

Minority 1"""..""" ............. . 12.t

lt!)t Lall.II. ••• , • • • • • • • • • • • • • • • • • • •

* Intercompany eliminations and expenses of THCR and THCR Holdings are not
separately shown.

,,_ , _.. """' ,._··-··


.----· ·- ·-- -· --- --· ............
&<1Qt•u11b1u· lU,
··~ ....... ·---- --­
~OUl

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

2gs.o ,28.7 98.l ~16.S 1,008.2

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

llOl>·<>vu•t1uv x"'"°""' , • , ... , ••••••••••


llll;•rn•l: E>IJ;HID••
3J.~

""
()6 .t)
7(. 7

•••
( 69 .9)
10.6

••
(4.0)
...
il.~

(66.b)
1)9.?
,.,
(1~•.5)

()~.,) (Ii~.)) (3.5) (t&.1) \1,1.l)

(2,2) ().))

c1.~1
'·' ••• tit.1) Ca3.6l

lint lo<>•• •.••• , •, , . , .•••.•.•••...


'·'
U5.ll

* 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

http://206.181.209.22/ga/edgar/Edgar!ITMLFiling.asp 11/28/2001
Edgar Online Filing Page 23 of 30

11101: win f;or<:fltlt&g&. •••••• 1.8'1. 7.8.. 7. , .. 1, G..


~.,., 1>f !'llot ""chines. l, $ll
1,,,
.,5•5 2,)7) 11, 0~2
otl\lor llUU.1111 11ovonuo, ................... •
T6tlll Olt>tll!.O' l!l>'ltOllU<!!S· •••• , 414. ~ '·'e
~~a.
$
$
17.t
9$5.3

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
<>-•··· ............

(Duer) over prior P<'tl<><'I.


.'
16 ....
2.1 pt~.
16. , ..
(0.$) pt•.

"'
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

·=· !Pll<:>r~ (WO!:' p>:J;or ll(lrlo<I ••• !0.1)


'·'
3.i1~.2 "'
1.~,1.2
•Lt?~.,
••
S,6S7.~

....
Sl<>lt ltMl4l<1 •• "" ••••••••••••••••••••• 2.z~,,,

'M' (l!lll.::r1 vvar )ll:r1<>r ))lllrlod


p.,:r;o::anta.,.. .••
"'" s:i..:.t- """1'lit1oa
$1<>1t
'='
-..r.::.f
ovor
(l>OCtl
............
p~·J.r;r
""'1<'>1'1
.•.•.••.••.
1~.J
1.1tr,
(0.1)
2,BSQ
..
,,
15 ••
1. 6"
(O.l)
4, 696
..
,, '·' ....
(64.1)
1.l..

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.

Tetble games revenues decreased $26.6 million or 9.1% to $266.7 million


for the nine months ended September 30, 2001 from $293.3 million in the
comparable period in 2000. Decreased table drop at all four properties primarily
contributed to the decreetse in reven1~es. Trump Plaza had increased win
percentages in 2001 wl1ich primarily offset its decrease in table drop. The Taj
Mal1al and Trunip Marina's lower table win percentage also contributed to its
lov•er table w.in.

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

Promotional allowances decreased $8,9 million or 6.5% to $128.l million


for the nine months ended September 30, 2001 from the comparable period in 2000,
primarily due to decreased cash complimentaries at the Taj Mahal associated with

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decreased table game revenues.

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,

During 2000, THCR Enterprises purchased an aggregate principal amount


of $35.5 million of the Senior Notes, in consideration for an aggregate purchase
price of $19.0 million, plus accrued and unpaid interest. The decrease in
inter.est expense is primarily due to the ell1ninatlon of intei:·est expense
associated with these notes.

Seasono.lity

The casino indust.ry in Atlantic City and Indiana is seasonal in nature.


Accordingly, the results of operations for the period ending September 30, 2001
are not necessarily indicative of the operating results for a full year.

Important Factors Relating to Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe


harbor« for forward-looking statements so long as those statements are
identified as forward-looking t1nd are accompanied by meaningful cautionai.-y
st.atements identifying important factors that could cause actual results to
differ materially from those projected in such statements. All statements, trend
analysis and othe~ information contained in this Quarterly Report on Form 10-Q
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, 0 "believe," "plan," "esti1nate," "expect,"
"intend" and other similar expressions, constitute for~ard-looking state,nents
under the Priv.ate Securities Litigation Reform Act of 1995. In connection with
certain forward-looking statements contained 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 various factors th~t Gould
cause actual results to differ materially from those set forth in any such
forw<:trd-looking statements, The forward--looking statements contained in this
Quarterly Report were prepared by management and are qualified by, and subject
to, significant business, economic, competitive, regulatory and other
uncertainties and contingencies, including the duration and severity of the
current economic turndown in the United States ~Pd the aftermath of the
September 11, 2001 terrorist attacks on New York, all of which are difficult or
imposs.ible to predict and many of which are beyor1d the control oE the
Registrants. Jl.ccordingly, there can be no assurance that the forward-looking
statements cont.ainc:d in this Quarterly Report will be realized or that actual
results will not be significantly higher or lower. Readers of this Qllarterly
Report should cons.i.Oer these facts in evaluating the information co~tained
herein. Ln addition, the business and operations of t:'le Registrants are subject
to substantial risks which increase the uncertainty inherent in the
forward"looking statements contained in this Quarterly Report. The inclusion of
the forward--looking statcmc~t~ contained in thi~ Quarterly Report zhould not be
regard~d as a r~presentation by the Registrants or any other persor. that the
forward-looking statements contained in ~he Quarterly Report will be achieved.
In light of the foregoing, readers of this Quarterly Report are cautioned noL to
place llndue reliance on t}1e forward~looklng statt.·ments contained herein.

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ITEM 3 QUANTITATIVE AND QUl\LITATIVE DISCLOSURES ll.80UT MARKET RISK

t-!anagement has reviewed the disclosure requirements fo:r Ite1n 3 and,


based upon THCR, THCR Funding and THCR Holdings' current capital structure,
scope of operations and financial statement structure, management believes that
such disclosure is not warranted at this time, Since conditions may change,
THCR, THCR Holdings and THCR Funding will periodically review their compliance
with this disclosure requirement to the extent applicable.

20

PART II -~ OTHER INFORMATION

ITEM 1 -- LEGAL PROCEEDINGS

Metelman Action; Settlement Agreement Approved by the Court. As


previously reported, on or about March 20, 2000, Mark Metelr.ian, a stockholder of
THCR, filed a class action suit in the Superior Court of New Jersey, Chancery
Division, Atlantic County (Civil Action No. Atl-C43-00) against THCR and each
member of the Board of Directors of '1'1-!CR, claimi:ig that a third party made an
of fer to purchase 'l'HCR, and that one or more members of the Board of Directors
wrongly failed to consider the supposed offer. On October 12, 2000, after the
co~rt dismissed the complaint upon a motion by the defendants, the plaintiff
refiled the complaint as a stockholder derivative action.

On August 1/, 2001, the Court approved a settlement agreement between


the parties. No stockholders objected to the terms of the proposed offer.
Pursuant to the settlement agreement, THCR has agreed that any future offers to
purchase THCR will be initially reviewed by a Special Corr.mittee consisting of
independent directors not affiliated with Trump. The Special Committee rnay
engage and/or consult with outside financial and legul Mdvisors as it deems
necessary and will make recommendations to the THCR Board of Directors
concerning any such offers. Where either the Board of Directors or the Spacial
Committee deems an offer to be substantial, the settlement requires Tl-ICR to
advise THCR stockholders in a timely fashion, However. the Board of Directors
will have ultimate decision making authority as to the response of THCR to any
such offers.

Castle Acquisition: Proposed Settlement. As previously reported, on


October 16, 1996, stockholders of THCR filed derivative actions in the United
States District Court, Southern District of New York (96 Civ, 7820), which were
subsequently consolidated, against each member of the Board of Directors of
THCR; TIICR Holdings; Castle Associates; Trw:np's Castle Hotel & Casino, Inc, a
New Jersey corporation and the general partner of Castle Associates ("TCHin);
Trump Casinos, Inc., a Ne'," Jersey corporation wholly-owned by Trump ( "TCI~ J ;
Trul:lp Casinos II, Inc., a Delaware corporation wholly owned by Trump ("TCI-II")
and Salomon B:!:"others, Inc. ("Salomon"). As ,".;et forth more fully in t~"l'""
plainttffs' F'ourth Amended Shareholders' Derivative Complaint, the plaintiffs
cl;;i.imed that; certnin of the defend,':lntG breached their fiducia:t-y duties (or aided
or abetted $UCh breache$) and engaged in wasteful and ultra vires acts in
connection •Ni th THCR' s and TECR Holdings' acquisition of Castle Associates in
October 1996 {the "Castle Acquisition"), and that: Salomon was negligent in the
issuance 0£ its fairness opinion with respect to the Castle Acquisi~ion. The

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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.

In September 2001, without admitting any wrongdoing or liability, the


parties entered into a stipulation of settlement (the "Stipulation"), subject to
t.h-e Court's approval. '!'he Court has scheduled a hearing for December 10, 2001 to
determine the fairness and adequacy of the proposed settlement. Pursuant to the
Stipulation, THCR sent to its stockholders on or a.bout October 29, 2001, a
notice of pendency therein outlining the terms of the proposed settlement,
including such stockholders' right to object in \oi'riting to the proposed
settlement and to appear at the settlement hearing,

General. THCR and certain of its employees have been involved in


various legal proceedings. Such persons are vigorously defe!lding the allegations
against them <J.nd i.ntend to contest vigorously any future proceedings. In
general, THCR has agreed to indemnify such persons against any and all losses,
claims, damages, expenses (including reasonable costs, disbursements and counsel
fees) and liabilities (.including amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties) incurred by them in said legal
proceedings.

Various 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

From time to tirne, Plo.za Associates, Taj Associates, Castle: Associates


and Trump Indiana may be involved .in ro1.it.ine administrative proceedings
involving alleged viol.at.ions of certain provisions of the New ,Jersey Casino
Control Act (the "Casino Control Act") and the Indiana Riverboat Garnbling Act,
(the "Indiana Riverboat Act"), as the case may be. However, management believes
that the final outcome of these proceedings will not, either individually or in
the aggregate, have a material adverse effect on THCR or. on the ability of 'Plaza
Associates, Taj Associates, Castle Associates or Trump Indiana to otherwise
retain or rene,.,· any casino or other licer.ses required under the Casino Control
Act or the Indiana Riverboat Act, as the case may be, for the operation of Trump
Plaza, the Taj Mahal, Tru."'t'.p Marina and the Trump Indiana Riverboat,
respectively.

ITEM 2 CHJ..}JGES IN SECURITIES AND 'JSE O? PROCEEDS


None.

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R~tvr~ tr, N,.vig .. rion.. 1 1'4ble <1f Qo"t""~~

ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES


None.

"'"'"rr._ ~" N"'v''fclti~•toOll 'l'abl~ or Cbf.t<mt~


ITEM 4 -- ST;BMISSION OF MAT'I'ERS TO A VOTE OF SECtTRITY HOLDERS
Kone.

R!>~..,rr. :o Navig1llrional Tabl~ "f c;or.t.,~•~

ITEM 5 -- OTHER INFORMATION

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.

Pursuant to each of the indentures governing the aforementioned debt


issues, ac default in the payment of interest when due and payable and v.•hich
continues for 30 calendar days (the "Cure Period") constitutes an "Event_ of
Default" under which the trustee or the hc:.ldcrs of 25% of the aggregate
principal amount of the respective debt issue then outstanding, by notice in
writing to the respective issuers, may, and the trustee at the request of such
holders shall, declare all principal and accrued interest of such debt issue to
be due and payable immediately. Notwithstanding, the issuers may prevent the
aforemeLtioned Event of Default by paying the defaulted interest b~fore the
expiration of the Cure Period.

THCR Management has entered into a management agreement with the


TwentJr-Nine Palms Bar.d of Mission lndians 'Tribe, which, subject to the approval
of the National Indian Gaining Conunission, provides that THCR Management will
manage a~d direct all business and affairs in connection with the day-to-day
operatior., managemen~ and maintenance of the Tr.ibe's expanded and renovated
casino located in the Palm Springs, California resort area. ':'he construction and
renovation of the 'f'rlbe's casino is cur:::'ently in progress and is anticipated to

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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.

ITEM 6 EXHIBITS 1'.ND RE?ORTS ON' FORM 8-K

a. Exhibits:

None.

b. Current Reports on Form B·K:

The Registrants did not file any Current Reports on Form 8-K during the
quarter ended September 30. 2001.

23

SIGNATURES

Pursu~nt to the requirements ot the Securities Exchange Act of 1934, as amended,


the registrant has duly caused this report to be signed on its behalf by the
und~rsigned thereunto duly authorized.

TRUMP HOTELS & CASINO RESORTS, TNC.


(Registrant)

Date: November 14, 2001


By: /s/ FRANCIS X. MCCARTHY, JR.

Francis X. McCarthy, Jr.


Executive Vice President of Finance and
·Chief Finar.cial Officer
(Duly Authorized Officer and Principal

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financial Off1cerJ

24

SIGNA'rURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,


the registrant has duly caused this report to be signed on its behalf by the
undersigned the.reunto duly authorized.

TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.


(Registrant)

Date: November 14, 2001 By: TRU!llP HOTELS & CASINO RESORTS, INC. ,
its general partner

Ey: /s/ FRANCIS X. MCCARTHY, JR.

Francis X. McCarthy, Jr,


Executive Vice President of
Finance and Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Offic~rJ

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,


the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TRU!•IP HOTELS & CASINO RESORTS FUNDING, INC,


(Registrant)

Date: November 14, 2001

By: /S/ FRANCIS X. MCCARTHY, JR.

Francis x. McCarthy, Jr,


Executive Vice President of Finance
and Chief Financial Officer
(Duly Authorized Officer and Principal
Financ.ial Officer)

26

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(Return to Navigational Table of Content:»

(c) 2001 Thomson Financial. All rights reserved.


Customer Service 1-800·643-ZZ41
Terms and Conditions

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Edgar Filing @ HfLI'


····················--'----------­
TRUMP HOTELS & CASINO RESORTS INC - 8-K

..,, 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

SECURITIES .'\ND EXCHANGE CO;.iJEISSION

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

TRUMI? HOTELS ~ CASINO RESORTS, INC.

(Exact Name of Regist~ant as Speci~ied .::_n Ch3rter)

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

auron Ave, & Brigant:ne Elvd.

Atlant.:'._c ~i'ty, New .Je1sey 08401

{Address of Princiral Executive Off,i,ces) (7.ip Co0e}

Regi.strant':::; lelepbone n~1rnber, includ.i.n~J a.c:ea code: (609) 44)··8406

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TRUMP HOTELS & CASINO RESORTS HOLCIJ:\GS 1 L.?.

(Exact Name o: Registrant as Specified in Charter)

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>~ ~

Huro~ Ave. & Brigantine Blvd.

Atlantic City, New Jersey 08401

(Address of Prlncipal Execi.:tive Offices) (Zip Code)

Registrant's telephone number, jnc,udi.ng area code: (689) 441···8406

'!'RUMP HO':'ELS & CASINO RESORTS FUNDING, INC.

(Exact Name of Registrant as Specified i:-1 Charter)

v..lawa,.., JJ-9018~-01 1~-3BlB4Cl5

(~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)

Huron Ave. & Brigantine Blvd.

A:lantic City, New Jersey 08,; 01

(Addres~ of Principal Exect.tive Offices) (Zip Code)

Regist=ant's telephone number, including area code: (009) 44:-8406

Item 5. Other Events.

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.

Item 7. Financial Statements and Exhibits.

(c) Exhibits;

J:::xhibit No. Desc.i:·.ipLion

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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

Pursu~~t to the requi~cmcnts of the Securities Exchange Act of 1934, each


of the ~egi.'5trants has duly ca1;sed thi.!'J re90Y't t.o b<l'! signed on it5 behalf by the
under01igned he;::ec.:nto duly authorl3ed.

TRU~P HOTELS & CASINO RESORrs, TNC.

Da~e: November 29, 2001 3y: /s/ JOHN P. BURKE

Name: John P. Rurke


7itle: Executive Vice President a~d
Co~porate Treasurer

T?.DMP HOTELS & CASINO RESORTS


HOLDINGS I L. p'

By; Trump Hotels & Ca.'1i:'!o Resorts, Ir,c.,


its general partner

O?te: NovArr.ber 29, 2:J01 By: /s/ JOHN P. 3:JRKE

Name: John P. Burke


Title: Executive Vice President and
Co'.".'pornte Tr-ensurer

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TRUMP HOTELS & CASINO R~SORTS


FUt!DING, INC.

Date: Novenber 29 1 2001 By: /s/ JOP.N P. BURKE

Nome: Jo'.10 P. Bu::: kc


Title: Executive Vice Pr~sident and
Corporate Treas'..lr:ir

EXHIBIT INDEX

Exl".ibit No. De.scriptio:-i Page No.

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.::

TRUMP HOT:ZLS & CASINO Rr::SORTS, INC, (:1YSE: DJTJ

CON':'J\CT: David Fric-dma::1 1


Kasowitz, Benson 1 Tor~es & Friedman
2'1?-Sllb-1"100

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New York, J\Y ....... Based on the establish:nent of a bondholders conunittee


for the purpose ot good faith negotiat~ons between the bondholders and
representa~ives of Trump Hotels & Casino Resorts, THCR has decided to make
interest payments in the aggregate amount of approximately $91 million, on

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,

(collectively, the "Bonds")

T:-1.CR looks forward to the r:egotiation and co::npletion cf a defi:-iitive


aq.::eement with respe:;t "::o the Bonds prior to the due dates of the next interest
?<.:Jyrr.er.ts on the Bonds. If a :nuti.:ally .satisfactory agreement is no;: reached,
there can be no a.ss·.Jrance that such paynents w'._ll l::e m8-de in the future.

The negotiatlons wi-::_h the ho"1dholder grot:p ·...ias precipitated by the


September 11 att13-r:ks on -;he World Trade Center which, i::i turn, leci New York
State to pass the ~ gaming bill in its hisLo.r:y,

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.

Donald J. Trump, Chair~an, Ch~ef Executive Officer and President of 1P.CR,


stat'-'d "We ate very happy w:'..th Tri.:-np Taj Mahal again being li'-1 in October and
likewise the success o: our other oper.;;i:.lons .:>nd ;;ire •;ery much looking forward
to makinq a deal whic'.'1 will reflect the econorr.ic realit:ies of the present day.
We want also :o invcsl in our racililies in order to keep and even further
enhance O'..lf' current status,"

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.

Trump H:-ite1s & Casino Pesorts, I;ic. is a public company which is


cipp_roxln:c1tBly 42% uwned by Donald J, 'l'rump. THCR is separatB and distinct from
ull o::'. !-jr. Trump's other holdings.

The Private Securities ::.itigation Reform .~ct of 1995 p::ovides a "safe

http:/1206.181.209.22/ga/edgar/EdgarHTMLFi!ing.asp 11/3012001
Edgar Online Filing Page 6,of6

harbor'' for forward-looking statements so ~ ong as those statements are


identified as forward-lookir.g and are acconpanied by meaningful cau~ionary
statements identifying important factors that could cause actual results to
differ m~terial~y from those projected in such s~aLements.

All statements, trend analysis and other inforrnatior. contained in this


:::elease rel a ti "-IC to TE.CR' s perforrr,ance, trends in THCR' s operations or financial
:::-esults, plans, expectations, estimates and beliefs, FIS well Q.S other statements
including AOrC.s such as "an::icipate," "bel5-eve," "plan," "estimate," "expect,"
"intend" and other similar expression, constitute forward-looking st..atements
under the Private Securities Litigation Reform Act of 1995. In connection with
certain forward-loo:<ing statements contained in tr.is release and those tha:: may
be made in the future by or on behalf of T'."1CR 1 THC?, notes that there are various
factors that could c.;;.i.:se acti.:.al results to differ materially from those set
fort::i in any suc:1 ·forward-looking staterr.er.ts. The forward··lookinq staternen:s
cont,;i)ned in this release were prepared by manageme:it and are qualified by, und
subJe:::t to, :'icar:t business, economic, co:npetitive, regulatory and other

uncertsi~ties and conti~gencies, all of which are d~[[icult or impossible to


predict and many or which are beyond the control of THCR. Accordingly, there can
be no aseur;;i.nce that the forward-looking stat~men:::s contained in this release
will be; realized or that :':lctual res\:~ts ;.,•ill not be signifi_can::ly higher or
lower. Readers of this release should consider these =acts in evaluating the
information contained herein. :;:n addition, the business ar.d operations o: TBCR
ai;·e subject to substant:.al risk::;:, 1..-hich incrc3se: tl'.e uncertainty inherent in t:'1e
!or1~ard-lo·:>king statements contained in this release. The in::lusion of the
forward-looking statements cor:tained in this release should not be regarded as a
~epresentation by THCR or any other person t:'1at the torw:cird-looking state::nents
containeci in the release 1~iJ I be 1'1Chieved. I'.l ligh-<.:: of the foregoing, readers of
this rP.len.se are cautioned not to place undue reliance on Lhe forward-looking
statements contai:ied herein,

return to filings

(c:) 2001 Thornson Finantii!I. All rig~1ts reserved.


Customer Service_ 1-800,-843"'.7747
I.e.i:ms ar:td Con.PJ1ion&

http://206. 181 .209.22/ga/edgar/EdgarHTMLFiling.asp 11130/2001


\ Trump Hotels to Make Interest Payment Pagel of3

• ~r FINANCE .W §jte_Map"""• - fin_ance Home - Yahoo! - Help


/ M

[ Latest HeadIines I Market Overview I News Alerts ]

Wednesday November 28, 3;49 pm Eastern Time


Related QL!Qte
DJT 1.38 -0.05
Press Release
delayed 20 mins disclaimer '
w

Quote Data provided by Reute-r5


1

SOURCE: Trump Hotels & Casino Resori.<


L_____JQia®'dl
Trump llotels to Make Iuterest Payment
NEW YORK--(BUSINESS WIRE)--Nov. 28, 2001--Based on the
establishment of a bondholders committee for the purpose of good faith negotiations between the
bondholders and representatives of Trump Hotels & Casino Resorts (NYSE:DJI - =:;), THCR has
decided to make interest payments in the aggregate amount of approximately $91 million, on:

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

http://biz.yalioo.com~iw/OI 1128/282590_1.html l l/~0/2001


Yahoo - Trump Hotels to Make Interest Payment Page 2 of3

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

David Friedman, 212/506-1700

Eµi11jtllii~$JQfY. - MQst-em<Jilesl.<!rticles - Most-vie\ved articles

More Quoits and News: Trump Hotels & Casino Resorts Inc (NYSE:ll!I - lllil'.li)
Related News Categories: banking, gambling, r5:.aJ_e.~ti1Jt.

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Yahoo - Trump Hotels to M<tke Interest Payment Page 3 of3

Copyright© 2001 Yahoo! Inc, All rights reserved. ~ • J!nms of Sorvico

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.

I
<

http://biz.yahoo.corn/bw/011128/282590_! .html 1113912001


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Comp/CLOSE/PRICE Page 1 I 1
TRUNP HOTELS &CASINO RE (DJT USl PRICE 1.39 N DELAYED
$
HI 4.375 ON 10/ 1/99
Range ll••N:@l Period 00 Daily AVE 4.006 VL 164462
Market Trade LOW 3.5625 ON 10/18/99
DATE PRICE VOLUME

F 10/ 8 3.875 152500

T 10/ 7 4.00 301800

w 10/ 6 4.125 83400

T 10/ 5 4.125 37600

M 10/ 4 4.25 137900

F 10/22 4. 00 151800 F 10/ 1 H4.375 221500

T 10121 3.6875 141500

w 10/20 3.9375 92200

T 10/19 3. 8125 105900

M 10/18 L3.5625 156700

F 10/15 3.875 89100

T 10/14 4.0625 123100

w 10/13 3.9375 90100

T 10/12 4.0525 99100

M 10111 4.0625 138600

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1929-4 6-0 30-Nov~OI 13•35· 19

Historic.al Quotes Page 1 of 1

"YAJIOO[FINANCE j'!f _________F_in_•_nc_e_H_om_•_-_v_ah_o_o!_-_H•_lp

Historical Quotes NYSE:DJT

More Info: Quote I Chart! Ne\VS I Profil.e ! Re.~~.ar~J:i I.SE.CI M~:; I lnsidcI

Month Day Year ® Daily


0 Weekly
Startlo_c_tJ:J j1s : ~ 0 Montllly
End Ioc11'.l l31 •199 I 0 Dividends

Adj.
Date Open High Low Close Volume
Close*
29-0ct-99 3.875 3.9375 3.8125 3.875 83,500 3.875
28-0ct-99 4.125 4.125 3.8125 3.875 174,700 3.875
27-0ct-99 4.25 4.25 4.0625 4.0625 43,800 4.0625
26-0ct-99 4.3125 4.4375 4.125 4.25 212,000 4.25
25-0ct-99 4 4.9375 3.9375 4.3125 796,900 4.3125

22-0ct-99 3.8125 4 3.8125 4 161,800 4


21-0ct-99 3.9375 4.125 3.625 3.6875 141,500 3.6875
20-0ct-99 3.8125 4 3J5 3.9375 92,200 3.9375
19-0ct-99 3.6875 3.875 3.6875 3.8125 105,900 3.8125
18-0ct-99 3.875 3.9375 3.5625 3.5625 156,700 3.5625
15-0ct-99 3.8125 4 3.8125 3.875 89,100 3.875

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' adjusted for dividends and splits, ple"'!e.see FAQ.

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Copynght © 2.001 Yahoo! Inc. All rights reserved. Pr1vacy_f...Ql!;:;y • JJltm!._oLS_,Mce

Historical chart data and daily updates provided by CQU!fnP.dltx Sy,i;,teros.lrlc.JCSJ),

Data and lnfom1ation is provided rot informational p1.1rposes only, and f:;. nol intended for trading poi poses. Ne1t11er Y£1hoo nor any ol its data or co11tent

providers (swch as CSI} shall be l•able for any errors or delays in the contenl. or for any actions !<>ken in reliance the1eon

http://chart.yahoo.com/t?a~I O&b~I 5&c~99&d~1 O&e~3 J &f~99&g~d&s~djt&y~O&z~djt 11 /30/2001


'~PRAISRL GROUP Int . !0:19733250593 OCT 22'99 10:13 No.004 P.02

...
. /,

• All-Star Cafe

@Trump Taj Mahal Casino Resort

A11antic City, New Jersey

....- - - - - - - - - - - - - - - - - - ­

PREPARED FOR

Trump Taj Mahal Casino Resort


1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey

'-------------------..---·- ............- ....

APPRAISAL GROUP International

CONFIDENTIAL TREAT~ENT ~EOUEST BY THCR 00001


APPRAISAL GROUP Int. ID:19733250693 OCT 22'99 10:15 No.004 P.03
.:~ ' . ,:;.~. ~ '
~·'l~:~ .. 1~: APPRAISAL GROUP
. ·.•.•.
ii li~i International
REAL ESTATE A~~i:tAIS(RS & CONSUtTANTS

RtPLYTO:

NJ Office

September 23, 1999


(b!\6).\b)(7)\C)

7'rump Taj lr!ahal Casino Resort.

1000 Board~valk at Virginia Avenue

Atlantic City, New Jersey 08401

Re: AU·Star Cafe @ Trump Taj Mahal


Casino Resort
/1!/antic City, New Jersey
Our ReC #99184
DearlibH6UbH7J.:Cl

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

CONFIDENTIAL TREATMENT REQUEST BY THCR 00002


APPRAISAL GROUP Int. ID: 19733250693 OCT 22'99 10:16 No.004 P.04

-2- September 23, 1999

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.

APPRAISAL GROUP lntema119nal

CONFIDENTIAL TREATMENT REQUEST BY THCR 00003


AvPRA!SRL GROUP Int. ID' 19733250693 OCT 22 '99 10,17 No.004 P.05

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:

SJfJ!!}NTF:f:N MJLUON 7WO HUNDRED THOUSAND DOLLARS

( $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

APPRAISAL GROUP lnterna/ional


(b)/6),(b )(7)/C)

NJ State Certified R--' r:i'~·-·


General Appraiser #l~~)}bl.\blt 7 )
(0)(6),\b)(7)(Cl

NJ Stale Certified Real Esta/e


General Appraiser #J::~ 11\ 5 J.(bJl 7 i
(b)i6),(b)(7)1C)

APPRAISAL GROUP International

CONFIDENTIAL TREATMENT REQUEST BY THCA 00004


%66 9C6l1!7\7609

SUBJECT PROPERTY PHOTOGRAPH

i
!
i
I

ALL-STAR CAFE

@ TRmfi' TAJ MAHAL CASINO RESORT

ATLA.t<"l1C CllY, NEW JERSEY

...
'·.·_•"·I
_

- 1­
- - • ..... ~ • ,...r>n110 1.... +,,,,...,,.,.,;"n::d
CONFIDENTIAL TREATMENT REOUEST BY THCR
00004 A
l0'd %66
'' 92'6liPP609
'
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I
SUBJECT PROPERTY PHOTOGRAPH
~-

l
I
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I

I
I

I
I
Ii
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A.LL-S'Dl.R C.'\FE

@ TRUMP TAJ MAHAL Cl.SINO RESORT

ATLA.i'ITIC CITY, 1'1':W JERSEY

l AOD~dlC:.AI
' 1­
GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THOR
00004 B
%b6
I
!,
'·I'
1 Introduction
'i~-
' CERTIFICATION

This is to certify that:

The subject propert)I was inspected by 1('1"'"""'c 1 iof APPRAISAL GROv1'


Interuational. ~-------.J

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.

-;t~rcus*"e'io"'f'-'thi""''s"r"e"""'o"-rt'-'i"'s-'s"'u"'b".ec,cc>,t to the requirements of the ... \ppraisal Institute relating to peer


l(b)\eJ.ibJ(?)(Cl presentativo""imiTbicmrr------------,
11b)l6).lb)17)(\,j

NJ Stale Cen:ified Gen= NJ State 0i9.~;:;;:;::,;::;--~


Real Estace Appraiser: ·~bH6J,(bl{7J Re:tl Estate Appraiser ;;4 1bhttLiDH 1l I

1 (bJ{ 6 )Jb){?J~Cl as of · re ort hrus coi;npleted t,hc requiremen.tS


of lhe continuing education pro gr aw of the Appraisal Irutirute. (b)(6j,\bj(7)(CJ •d not ins;p ea ilie propert]'.

-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

the Controller oi the Currency under 12 CFR, Par: 34, subpart C.

VALUATION DATE

September 15, 1999

PROPERTY RIGHTS APP&l.ISED

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.

FUNCTION OF THE REPORT

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

(OCC) written appraisal guidelines.

OWNO:RSfill' & PROPERTY BJSTORX

The subject property is listed under the ownership of Trump Hotels & Casino Resorts

Holding Corp. since April 17, 1996.

-3­
CONFIDENTIAL TREATMENT REQUEST BY THOR 00004 0
' 01 "d 9C5l:Vv509 00,ll 666!-£!-)30

Introduction Related Information

APPRAISAL DEVELOPMENT AJ'\'D R]!:PORIDG PROCESS

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

neigllborhood or similar conpetitive neighborhoods in the area on comparable rental data

and offerings, and this information was confirmed. Tnis information was appUed to the

Capitalization of Income Approa.:h value.

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

therefore involved depanure from Standards Rule l-4(b)i, ii & ill.

This Restricted Appraisal Report is a brief recapitulation of the appraiser's data, au2Jysis,

and conclusions. Supporti.ng docwnentation is retained in the appraiser's file.

I. -4 ­
" ....
CONFIDENTIAL TREATf,1ENT REQUEST BY THCR 00004 E
%66

Introduction Related Information



' COMPETE~·cy COMPLIANQ;
.
The principal appraiser,'-· -------..JI
1·~b)(6).(b)!7)(C)
has appraised a number oi cetail and

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

competent, thorough appraisals of retail, residential, commercial, i.ndust:ri;:J, ~d special use

propenies. Each individual in Ute Wm regularly attends courses and seroinars to fun.her

their expertise and knowledge.

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

Provision of Uniform Standards of Professional Appraisal Practice (USPAP).

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

Introduction Definition of Market Va/ue

' ~-
2

DEFlNIT!QN OQ_l,ill.KET VALUE

..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,

knowledgeably, and assuming the price is not affected by undue stimulus.

Implicit in this defillition is the cou.su:wmation of a sale as of a specified d.ate and the

passing of title from seller to bt.:yer under conditiollS whereby:

!. Buyer and seller z:re typically motivated;

2. Both parties are weU-infonned or well-advised, and each acting


in \vbat they COD.Sider their own best interest;

3. A reason.able time is allo-.ved for exposure in the open market;

4. Payment is made in terms of cash in U.S. dollars or in terms of


financial a.rrangei::cents cornparablc thereto; and

5. The price 1epresents the normal consideration for tbe propeny


sold unaffected by special or relative financing
or sales concessions granted. by anyone associated with
the sale.

?.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
.! .

Introduction Other Definitions

fee S'imtile Estate.

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.

Goino Concern Value.

.
The ·value created by a proven property operation; considered a separate e:itity to be valued

v.i.tb. a specific business establishment; also called going value.

l,easc<l 'fee Estate.

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

specified by contract ter:as con1ained \vitbin the lease.

Leasehold Estate.

The interest held by tbe lessee (the tenant or renter) through a lease conveying the rights

of use and oct"Upancy for a stated term under certain conditions.

,Special-Purpose Property ­

A liUJ.ited-market property with a unique physical design, special construction materials, or

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

PARTL4.l LIST OF C"LJENTS SERVED

Cb )(6).(b)(7)(C)

l. - 9­
CONFIDENTIAL TREATMENT REQUEST BY THCR 00004 "'
St'd %66 9CSl1?P609 [0;lt 6E5t-£t-J3G

.fi . ~(bii6),ib)(7)\CJ
Inrroduction Oua l!J canons o

JnstiJutionnl ICpntinued) •
(b)(6),(b)(7)(Cj

CONFIDENTIAL TREATMENT REQUEST BY THCR 00004 K


%56 9C6l1\7'?609 ~0:L1 &561-£1-J3a

(b)\6J,\bJ(7)(C)
Introduction Qualifications of

l~nnl (Con!fnugd) ­
l\bhuJ,jbj\1 (C)

Comme:rdal & [nd11rfrinl ­


(b)(6),(b)(7)(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

{b)(b) (0)(1 )(<,.;)

"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)

CONFIDENTIAL TRJ~fMENT. AEOUES.T BY THCR 00004 N


Introduction Qualifications 0~ 151 ( 6 J,(bH?J.:CJ

Real Estate VaJuations and Evaluations dorre in the followin2 states·


(b)(5),(b)(7)(C)

PARTIAL IJST OF CL!ENTS SERVED


lro:litutionol •
(b)(6).(b)(7j(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)

('4mmercial a:tld Industrial ­


(b)\6),\b)(7){C)

i
I
l

Ii VARIOUS-
{b)(6J.(b){7)(C)

COURT EXPERIENCE ­
(o){c),{r)(1 )i<.)

EDUCATIONAL CER'TTFJCATIQN ­

I. ~ _..., .... • • - ••
- 15 ­
............. ,..., . . . . . ___ ..o ___ ,

CONFIDENTIAL TREATMENT REQUEST BY THCR 00004 p


%66 ~0,ll 666t-£t-J3a

Introduction Assumptions & Limiting Conditions

,}SSu:;yrpTIONS A;'!D LIM!TJNG CONQ!T!ONS

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.

2. No responsibility is a.ssamed for the legal description or for matters including


legcl or title considerations. Title to the property is assumed to be good ar:d
marketable unless otherwise st2.ted.

3. The property is appraised free and clear of any or all liens or enCUJllbrances
unless otherwise stated.

4. Responsible omership and competent property rn.anagerr~ent are assumed.

5. The information furnished by others is believed to be reliable. However, no


\varra.uty is given for its accuracy.

6. All engineering is assumed to be correct. The plot plans and illustrative


rc.aterial in this report are included only to assist tb.e reader in 'Visualizing the
property.

7. It is assumed that there are no hidden or unapparent conditions of the


property) subsoil) or strucrures that render it more or less valuable. No
respoosibiliry is assumed for such conditions or for arr~oing for engineering
studies that may be required to discover them.

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.

10. It is assumed that all required licenses, certificates of occupancy, consents, or


other legislative or administrative authority from any local, state, or national
government or private entity or organi?.arion have been or can be obtained or
renewed for any use on v/hich the value estimate contained in this report is
based.

. 16 ­
"'"'"""'"'"I r-nn11n 1.-.+......... ,,.+;,...n<;;tl
CONFIDENTIAL TREATMENT REQUEST BY THCR 00004 Q
%66 92"6lTt:>J7609

' "

Introduction Assumptions & Limiting Conditions

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.

15. No euviroumental or impact study, special market study or analysis, highest


and best use analysis or feasibility study bas been requested or made u.cless
otb.e:rv.rise specified in an agreement for services or in the report. The
appraisers reserve the unlimited right to alter, amend, revise or rescind any
of the statements, findings, opinions, values, estimate.s or conclusions upon MY
subsequent such study or analysis or previoU.< study or anilysis subsequently
becoming knovr.w. to him.

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.

20. No responsibility is assumed for matters legal io character or nature, nor


matters of sUIVey, nor any architecrural, .struc:ural, mechanical or engir.eering
narure. No opinion is rendered as to the title, ;,vhlch is presumed to be good
and merchantable. The property is appraised as if free and clear, unless
otherwise stated in particular parts of the repon.

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.

If tb.e presence of such substauce.s1 such as asbestos, urea formaldehyde foam


insulation, or other hazardous subsrances or environmental co~ditiov.s may
affect the value of the property, the value estimated is predicated on the
assumption that there is no such condition ou or in the property or in such
proximity thereto that it would cause a loss in value. No responsibility is
assumed for any such conditions) nor for any expertise or engineering
knowledge required to discover them.

28. ACCEPTANCE A.i'iD/OR USE OF THIS APPRAISAL REPORT


CONSTITL"TES ACCEPTA:'ICE OF 1HE !'RECEDING COJ'.iDITTONS.

- 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

Date!'' tvlay 18, 1996

S1.1bjcct: All-..Star C.ife tease Termination

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.

CONFIDENTIAL TR~ATMENT AEOUEST BY YHCR 00010


M~~KHl~HL o~UUP lnt. ID: 19733250693 OCT 22'99 10:13 No.004 P.01

APPRAISAL Gl=IOUP
International ·
( Visit our Web site at
www.appr.a.lsalgroup"Onllne..com

TELECOPY TRANSIVllTt'~L. FOAM


bA"l'E:: 1'<7/u/ <r.,

'J:"OTAL NUMS~ OF PAGl!:S JNCLUl>JNG "TRANsMrTTAL $HEE'n S

To;

From::

APPRAISAL. GROUP IN'l"E:RNAT(QNAL.

1, 1 NORTHFIEU:J AVENUE, SUO'G 306 t30 WATEh STREET~ SlllTE 4M


WEST ORANGE, NEW JERSEY 070~ NE.WVORK. NV 10005
PHONE: S73,32S.a100 PlfONE:; %1 :2:~ 233.2221

SENDER ~OOPJ~ NO.: ,

REC~ 'TELt!COP1'5:R No.:

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

Real Estate Appralaera & concu1tanta

TELECOPV TRANSMITTAL FORM


DATE:

TOTAL. NUMBER OF PAGES INCLUDING TRANSMITI'Al.. SHEET: C

(b)(6),(b)(7)(C)
~
.... ,,.,,_
Plea"'O Rush
(bl{6),{b)(7)(C)
TO:
(b)(6),(b)(7)(C)

/) ' /. '+.!
From:
/r'-"' <!
_, ' ?'~ ,,..

APPRAI

11 1 NORTHFIELO AVENUE, SUITE ET .. SUITE 4M


WEST ORANGE, NEIN JERSEY 070 00$
PHONE: 973.325.9100 .2221

---.:.:,~.:*~D~E~~GIV~E~RfTI~~IA"l'EL'V *****
I

SENDER TELECOPIER NO.: 973.325.9693 CReetv to NJ Offtce)


nECEIVER TELECOPlER NO.:

*"""* IF TRANSMISSION IS INCOMPLETE, PLEASE CALL: ••••


lblU5).·~b)l7l
NAME:
NUMBER: 973.32S.9100 " 212, 233.2.221

CONFIDENTIAL TREATMENT REQUEST BY IHCR 00005


APPRAISAL GROUP Int. ID: 19733250693 OCT 22'99 10:13 No.004 P.02

All-Star Cafe

@Trump Taj Mahal Casino Resort

Atlantic City, New Jersey

PREPARED FOR

Trump Taj Mahal Casino Resort


1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey

APPRAISAL GROUP International

CONFIDENTIAL TREAT~ENT REOUE&T BY THCR 00000


\; OCT 22'99
RPPRRISRL GROUP Int. ID: 19733250693. 10:15 No.004 P.03
:'.~\~;~·.~··~ ..
APPRAISAL GROUP
l\~- International
REAL ESTATE A~rKAl5~1!~ & CONSULTANTS

l<lPLY TO:

NJ Office

September 23, 1999

l(b){61.(b)(7)(C)

Tru.1np Taj Mahal Casino Resort

1000 Boardwalk at Virginia Avenue

Atlantic Ciry, New Jersey 08401

Re: All-Star Cafe @ Trump Taj Mahal


Carino Resort
,,.1ttantic City1 iVew Jersey
Our ReC #99184
{b){6Ub\{7):C)
Dear

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

Vi~it our w~b ~ire at WW\'.'.~pprJisalsrcup·{)lllinc.com

IR\Nt1>1 J. ST~'INBlRG A1~oci.'.!1C'<, -13&4 Wh.te CedM tt1n(', OeltJy Beach, Fl 3344$ - )61.4'.''.l.&210

CONFIDfNTlAL TREATMENT REQUEST BY THCR 0000/


APPRAISAL GROUP Int, ID: 19733250593 OCT 22'99 10:15 No,004 P.04

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

per annum (($23,000,000/20)+($1,000,000)), reflecting $79.63 per square foot, which is


son1.e1vhat above the niarket data for si1nilar raw restaura1u/retail space. Based on a 12.5% cap
rate, the indicaJed value is ($2,150,000/.125) $17,200,000.

,/'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 . ,;;:,)_
~ 0 _.--- • / :1,,ceot'°".:.i;
,.-- n d. ..,,..---,, r K. .c ,., ' / _. l <J ____.. Dl r "'
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APPRAISAL GROUP lntematlonal
I

~ L
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:

SEVENTEEN MILUON TWO HUNDRED THOUSAND DOLLARS

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)
#I'
I
(b)i6).ib)(7){CJ

ibJ{6),{b)(7)<C)

APPRAISAL GROUP lntematlonal

CONFIDENTIAL TREATMENT REQUEST BY lHCR 00009


' . N0.115 D01

(
I i-.,.• ., • Horou & !lr!pntine Blvd.
TRUMPMARINA
ffOT'Et.' CASINO
AtlantiL'!Clty,l'CJ' 084.01

Fa£SimUe

To: I
Fax:
\bH6J.1b1\7HC)
From: . l
Date:

Pages: .. ~3"-~ including this

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

CONFIDENTIAL TREATMENT REQUEST BY THCH 00011


1'[].116 002

m.IJMP MARINA HOTEi. CA.GINO

OPER.ATINa IWSIJl.TS FOR THE ™REE:MOH'lllS END£D.SUTEMBl!R ~0.19'9 AND199!1

(
REVENUE I WENS& fXl"LANATIONS

Vl.rllnao II) 1008 Vllri.llnco to BUOmt


F1wCll'llt1JEl/(Unfa'l'llfllblci} F•'llOOI blll{VntC\11'.lra~ i..)
,,.,.,,,,.,.,,,,,,'---'-'- % 99 Bttdpal. _ __,__ %

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%

-~.-~.-. .~~--~~: ~~~-~,,i.~iJ~-~-) -·~---~;:~


C:Npcros Olh11r
80 94 13 1.\.1""
T. .I ___;:j_~,~ ~- $JY~~.~--~-1,!~a.' -~

COmp Ra~11e1 food ~ven\LO

Cofl'fl Btlri(luel BeW9111llO RaVlll'llJoei

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

·_- ' (JJ!'I!.

'" 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~

~t Qf SQIOe Post.1111a ""'

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
." .
"
- lJ 785 ' .
c:ll
1
fSJ9! •.
-9.8%
2.2'111
:;.tl'l'. "
=:--p&12
(0)
141
rs1•11
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foOO Rcl~onue
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57"18
M.~%
S7,JB9

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{$171)
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•2.3%
....
$7,371 ($1~}
-0.~¥. pb,
-l-\%

ea...raga Rlf'lonue
CcldDl8~~
$3,010
M"
$.1,07!)
n.t'll>
{$60)
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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~

"'"
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·sw
63.6%
¥:f2%
180
sa 9S§ _, "''
$11a.. _g_Q.M(

Stat RB'illrJUI (caet1 ~) ISM.121 SM.172 -3.6% ss1.sar


,..,. a.4%
~111'1lnla..~. 1U'4 14.U.

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%
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(

IW'lieMM<ifll E.!fpan~11
AtmC:SphitriC: Entertalrrmant
17
12
z s
4~
t9
(32)
1
·71.7%
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se..-,..
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(4) ~.9+.f.

' 65.3%

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Slag« Se&n11ry & Pmpo :i
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...;,_IQ!!~.. .J1,57S -se.1<ri_
Si 4!1, ......,,... 3:L1""
(101
S1 IJJS
~,5'\\.

1:

CONFIDENTIAL TREATMENT REQUEST BY THCR 0()012


10/0?/99 09:08
,, . NO, 116 003
...
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(lPEMTl'liQ KfWLTB FCA. me HIHli MC!in'Ha D!Oa;I GEmMIUlA SO, 1i;;ffUl0 1QQll
ft!NEHUl5 IEXPEMSE EXl'l.&lilATION$

Vrlfl.MQ$ lo HUii! VWl'K» lo 1:1~81


Fa'ttlrabla/(~) favor&blel(Unl1M;JrubT O)

PROMOTIOJW. AU.0WAHCE9
!Kl ~\"'Ille.: f1'~.
' % 911ih• • ~

CompRtiolll1 $9,081
"'""
13.11'0
.... 6.6% $9,&44
"'' '·"'
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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
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2Jll
i'2ii 610
(13)
ii 154
•14,0%
3.9"A

~ B3n(\Wlt Faccl Rawl~111


c.amp Ban~et e_.,w, Ro\'Ollll\I
ro1•
.. ...
S1.3A2
11,027
$1,IMI!.

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t176i
~ ($<421
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PAVROll& RELATED
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P/ R fGQll & B•n~rq
UnIan eGIU!l'IL!l
~:na
14.212
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100 0%
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~~~.ini~86
0
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0
i@ --·::(?.tt,. J1 !BB' =m:
.
COIJT OF 00008

Comm ""'
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CotlolSaks
$8,412
1.897

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se.vJ
1,74%

"'
(Sil&)
(IMJ
(111)
·2.2%
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1,roo

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COlWT'ASLt EXPEMSES
-2.2'4 $23.01t'I ,.,.,.
C.1rnlolQl16 C#-1,11 & TQ"°'11
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TCll.tl
$20.290

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f'ROUOTIOAA.!. EXPEN6E.3
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$3.174

.,.,
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$3,4g1
2,151
2,78.!
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CONFIDENTIAL TREATMENT REQUEST BY THCA 00013


Oct-14-99 03:56P TRUMP INDIANA !NC. 219 97779069 P.03

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CONFIDENTIAL TREATMENT A~OUEST BY THCR 0001"1


,,
':_\ 1 Oct-14-99 03:57P TRUMP INDIANA INC. 21S 97779069 P.04

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CONFIDENTIAL TRCATMfNT REQUEST BY THCR 00015


OCT .17, 1S99 3l28PM TRUMP U~d. N0.641 P.2

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CONFIDENTIAL TREATMENT REQUEST SY THCR 00016


TRUMP INOIANA, INC.

INCOME STATEMENT·SEC FORMAT

(
OTR OTR
YTD 9130199
YTD 9/30/98 09/30/99 09/30/98

629 MAILROOM 0 ($1) 0 (15.770)


645 F&B ADM 53.806 7.995 17.520 7.995
64 7MARKETING ADM 187.330 157.609 57.542 47,254
648 CASINO OPS 398,591 282,845 126.221 123,560
649 HOTEL ADM 123.840 0 62,038 0
650 EXEC 320.889 324,386 98.504 112,506
654 FINANCIAL 338,767 268,049 117,578 93,632
655 IT 634,679 669. 168 171.649 259,856
657 VP FINANCE 127,541 87.032 24,920 35.426
660 HR 519.632 606,775 197,137 231.143
668 ADV 1.347.530 1,644.361 266,538 762.650
669 PR 79.994 76,679 27,909 27,391
698 UTIL 501,858 456.852 140.322 146,914
699 SALARIES 445,000 554.474 150.000 225.000
699 BENEFITS 348,999 386,730 47,115 202.452
699 LICENSES 83.370 82,817 27,711 27,235
699 OTHER EXCL MGT FEES 1, 102.712 1.272.191 346, 105 468, 171
699 RENT 77,i45 74.471 25,500 23.806
699 RE TAX 1.291.584 1, 176,650 14.430 510,000
699 LOSS IN AFFIL 5.540.499 5.439,789 1.757,366 1,672.142
757 IA 0 23,768 0 142
758 RISK 1.154,949 1,120.005 249,775 447,294
789 PURCHASING 227,632 156, 191 75,833 70,506
790 MARINE OPS 3..060,519 3.0.~9.d06 992,807 1.037.814
GENiAOM 17,967,466 17,928,242 4,994,520 6,517,119

TOTAL COSTS & EXPENSES 92.399,874 90,489,110 29,913,355 33,945,637


LESS: CASINO PRESS RELEASE (69,316,012) (70,087.769) (22,984,233) (26,538,681)
LESS: FOOD & BEV (3,660,614) (2,473, 112) ( 1,322,938) (889,850)
LESS: HOTEL (1,455.782) 0 (611,664) 0
G & A PEA PRESS RELEASE 17,967,466 17,926,229 4,994,520 6,517, 106
ADD: SETTLEMENT 704,000 0 704,000
ADO: MANAGEMENT FEE 339;'.,985 3,375.ono 1,166,211 1,125,000
G & APER SEC 2J.d.6;i~451 2~2.Qlll,:wl 6..16.o,za1 e.3.!l!i.10.11

/P/17

CONrIDENTIAL TREATMENT REQUEST BY THCR 00017


TRUMP INDIANA, INC.

INCOME STATEMENT·SEC FORMAT

(
Yl D 9130199 YTD 9130198 OTA 9!30/99 OTR 9/30198

102 Special tvsnts 352.!J62 $18,352,294 $126.104 $7,618,421


103 Ga.mes 12,237,220 13.374,941 3.i69.937 4,412.956
108 Slots 22, 175,659 20.352.871 7.312.911 7,953.281
109 Cnsino Cn~dit 921,019 829,242 282,013 372,709
125 Marketing Services 16.888.299 745.396 5,963 267 258.550
130 Player Development 2.741.800 0 1.340.751 0
153 Casino Accounting 227.345 175.686 67.397 67,101
155 Count Roorn 515, 13(1 542,453 183.920 190.413
156 Collections 0 0 0 (5,067)
1$8 Security 1.87S.372 1.589,583 624,364 534,347
159 Surveillance 1\50,!)01 498,654 147.133 176,916
167 Casino Sales 2.7110.102 3,581,348 852.871 1.344.755
185 CaJ;Je C<ishierinq 2 094.821\ 2.151.746 700.672 701.903
6H9 Adm 1.'lsions iees 7,8ri!i.!l78 7.891.098 2.6'18.289 2.BnS.567
5911 Rr.plilntory foe~ :177.(11!) ·1-111.70:'1 12.S,.12fi 177,510
1:~.or;r;
l'ro1~101io,1.1I rill11w;i11cn~ \2.1 Br .BS!Jl '·'
(G2U.-1'1G)
A"17!'1
i I, l G!.J.2!J 1) "
I 160,6951
CASINO PER PRESS RELEASE 69,316,012 70,087,769 22,984,233 26,538.681
L1cer1se ~ee;;-City of G<iry 2,775,000 2.775,000 925.000 925.000
CASINO PER SEC 72,091,012 72,862~~69 23,909,233 27,463,691,

313 CASIN() GEVERAGE 01E 933,226 '.~fi1 .299 305.415 426.902


331 DELI O!E 183.495 156.3?9 63,032 97,094
BANQUETS 54.01 i 23,124 0
RESTAURANT HOTEL BAR 311.539 138,745 0
KrTCHEN 3<17.689 139, 1G9 0
CONCIERGE(ROOM SERVICE?! 169.727 53.033 0
375 HOUSEKEEPING.VESSEL 467,661 76,398 150.081 75.398
COST OF GOODS LJ.BZ.26.0 1.1.'1.0.36 '1.SQJJa 2E9A56
IOTAL F & B 3,660,614 2,4n,ni J"3.22.93S eae,es.Q
ROOMS
FRONT DESK 327.286 112.810 0
HOUSEKEEPING 621.630 328,888 0
LAUNDRY 103.041 29,994 0
FACIL!TlES 107 ,756 28,827 0
BELL 47,443 19.491 0
TRANSPORTATION 72.389 28,778 0
RESERVATIONS 176,237 62.a1a 0
TOTAL ROOMS ~.455,782 0 6U.Q6~ Q

CASINO PRESS RELEASE 69.316,012 70.087,769 22.934.233 26.538.681


ROOMS 1,455,782 611,664 0
FOOD & BEV 3.660,614 2,473,112 1,322.938 869.850
G & A PER PRESS RELEASE 17.967:166 17 ,926.229 4,994.520 6,517,106
ADD: DEPRECIATION 5,256,976 4,202.391 1,806,781 1.426.213
ADD: SETTLEMENT 0 704.000 0 704,000
AOD: GARY LICENSE COSTS 2,775,000 2,775,000 925,000 925.000
ADD· rv'iANAGEMENT FEE 3,fti.ll85 3,3.Q,lll)Jl LlGP,211 1, 125.000
TOTAL EXPENSES·SEC 103,929,631 101,5.1:>.:>0J 33.6.11,3~I 36.125.650
(
103929837

CONFIDENTIAL TREATMENT R60U~ST BY THCR 00018


TRUMP IND. N0.672 P,2
OCT .19.199S 9: 15FlM

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)

3 NrHS >MONTHS 9 MONTHS 9 MONTHS


30 op-99 30..Sep-9& 30-S•P·99 30-S.p-99
9 1ill9 i!lllll 1llll
day' 92 92 273 273

$33,638 $38,161 $104,836 $101,255 /

#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%

ROOMS 1,065 $.2,246


# gf Rooms Sold 1.875 42,114
Avg Room Ralu $51 $54
'
Occupancy'/• 79.3~h 52.3%
~-~~~~~~~~~~~ --·------ ­ ---------"
FOOD & BEVel<AGE 1,02iYl S41~:1-I $2,566 $1,29~ 1
343 !G~

­
OTHER 357 1,052 $28 ~ ..-\
PROMOTIONAL ALLOWANCES (1,159) (160) (2.162) (528)

NET REVENUE;$ S3S.7l>l~b $1~ $102,950.~?


I .)1fq)l
,_OSTS Si EX~ENS,ES.

GAMING
ROOMS
I $22,978
612
$26.53'9 ~ $69,31q (..
1.456
$70,0?9 1?'"~

FOOO & aev~RAGE 1,rnl·? aea1o 3.66',0 2,.tf7l- ...)


GENERAL & ADMINISTRATM! 4',97.J 51~ \ 6.5141 ~ 17,!!§;!' 17,925 '\
TOTAL EXPENSES $20,882 $33,9"2 !f~ $9(?,399 590,475

:EBITDA (Eimllngs before depreciation, ~,831 !16,140 $12.475


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and CFU'lA-fe!at:od ltemt)

M•rgio I
I
1.7% 14.9%

'1

( 10119/99 09:25 AM
I,

CONFIDENTIAL TAEAlM~NT REOUEST SY lHC" 00019


10: 17 N0.001 Gl'06
"
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dlbl• Trump Mlri111
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PROMOTIONAL. A.LL.OWANCES
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GENER.Al.. A ~\11N. IJ,743 U,827 ., j'JJ 4l.99Q


TO'tAL. WENSES I U:l.J?~ w.•12 Slll,4':12 lf1'Jl,)'7li

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CONFIDENTIAL THEAT~ENT REOUEST BY THCM 00020


DATE: October 19, 1999
TO:
TRUMP MARINA
HOTEL· CAS!NO FROM:
SUBJECT: 3rd Quarter 1999 Financial

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 .

. t 'b ,. lblittJ.ibJil )(!,.;)


D 1s n u ion:

CONFIOENllAL TREATM£1JT REQUEST BY THGH 00021


PART 1- FINANCIAL !NFORMATION

ITEM 1- FINANCJAL STATEMENTS


TRL'MP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SB.l:ETS

(in thousands:)

December 31, September 30,


1998 ' 1999
(unaudited)

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.

CONrIOENTIAL TREATMENT REQUEST BY THCA 00022


TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR mE THREE AND NINE l\lONTHS ENDED SEPTEi\'mER 30, 1998 Ai'"ID 1999

(unaudited)
(io thousands)

Three Mocths Nine Months

Eoded Se[!tember 30 1 En!Jtd §~uu:mber 301

1998 1999 !22l! 1999

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.

CONFIDENTIAL TREATMENT RFOUFST BY THCR 00023


TRUMP'S CASTLE ASSOCJAU:S, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STAU:MENT OF PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEP'rEMBER JO, 1999
(unaudited)
(iu thousands)

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.

CONFIDENTIAL TREAT~~NT REQUEST BY THCR 00024


TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CON"DENSED CONSOLIDATED STATEl\.1ENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 A.i\fD 1999
(11,r12Qdlw:I)
(In thoumuub)
Nine Mouth$
Ended September 30.
1998
CASB FLOWS FRO!v1 OPER.A.TrNG ACTIVITIES:
Net loss s (14,853) s (11,560)
Adjustments to recom;ile net Joss to net cash flo>vs provided
by operating activities­
Deprec1ution and amortization . 12,358 11,980
Issuance of PIK Notes in exchange for accrued interest . l,612 6,4l8
Accretion of bond discount , . 2,761 3,220
Provision for losses on receivables ........ . 943 201
VaJuation allo>vance--CRDA investments $54 1,099
Increase in receivables . (l,271) (4,770)
Decrease (increase) in inventories . JlO (149)
Incre::ise in other current assets (773) (7501
Increase in other assets (1,862) (178)
Il'lcre<ise in current liabilities ... , ... 13,.i.45 7,21Z
Decrease in amounts due to affiliates , . (29l) (763)
Increase in other liabilities . l 763 3.378
Net cash fla\YS pro'\oided by operating activities . 16.992 16.338

CASH FLOWS FROM INVESTING ACTIVJTIES'


Purchases ofpropcrty and equipment, net (1,950) (2.365)
Purchase of CRDA investments . {2.464} (2.583)
Net cash flo\vS used in investing activities (4.414) (4.948)

CASH FLOWS FROM FINANCING ACT!VlT!ES'


Rep;ryment of other borro\Yings ........... . (63,930) (J,499)
Piocccds of other borroWings,.... 61000
~ct cash flo.,.,·s provided by (used in) fi~cing activities 3 010 (l,.&99}

~et increase in cash and cash equivalents ................... . ll,648 9,891


CASH ANO CASH EQUIVALENTS ATBEGINNINGOFPEJUOD . , , .. 14,472 19 723
CASH ANO CASH EQUIVALENTS AT END OF PERIOD . s 30.120 s 29.614

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

CONFIDENTIAL TREATMENT REQUEST BY THCR 00025


'(

Trump's Cutle Al:sodatl!l~, L. P.


d/b/a Trump Marina
Coll.dtru<!>lt S~mmu oCO~n.tlo""
u.......

{In Thouwnb, <::<Ctpt ~ information)

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
II ofT.il:llc:i.

Winpo!TT.i.bJetDay

Tillie Win

"
Sl,609
S:l:0,40!
SZ,489
S20,ll37
"
S'.1,J:))
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%

S649 S991 Sl,663 SLSOJ

ROO~S S5,a47 54.990 SIZ,266

;; 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%,

FOOD & BEYER.-\G::: S!0.229 $10,459 S2~.J95 S26,000

OTifER J,43, J,7\6 8.0S~

PROMOTIONAL ALLOW ANC:O:S (10,,iO) (l l.::''40) ~2~AiS) 129.672)


N"ET RE1/Dltl:S SSJ.487 S81.7j6 5223,691 S21!.444

COSTS&: [XPE .... SES


G.Ufl'NG S43.549 S46,729 S124.!M5 Sl25,577

2J83
R,OOMS

FOOD & BEVER.-\(;£


1.042

,,,41
'"
3.072
2,S89

8,144

GENERAL&. ADMIN. 11,743 [,,827 45.Y?J 43.990


ior AL t:X'.PENSES S6J,873 $66.412 5181.422 SI 79,376

E5ITDA(I) SJ9.6!2 SIS l44 $42 269

'O~().~~

s, q')
io~ I
l

\()ll~/99

CONFXOENTIAL TREATMENT REQUEST BY THCA 00026


----,,
) ~


0
TRUMP HOTELS & CASINO RESORTS INC 19-0ct-9!1 n
CONSOLIDATING CASH BALANCES 1\:56 A.M
-••"
;

SEPTEMBER 30, um TRUMP TAJ TRUMP TRUMP AC TRUMP THCR


--"
w
(JN MlLL!ONSl MAHAL PLAZA TCS TRUMP AC CONSOL THCR HotD TRUMP 11-10 MARlNA CONSOL m
"
0
7
WORKING CAPITAL $7.1 $3' \$7.3) S3.4­ $4.2 $7.5

"
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
-
<
'

CASINO CASH 26.7 20.1 46.6 4.1 11.5 62.4


0'

" 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

Trump rlotels & Casino Reso:rts


725 Fifth Avenue

24th Floor

New York, NY 10022

Telephone: (212) 891-1500

Fa.x: (212) 688-0397

FAX TR.'u'i"SMISSION
(b){6),{b)(7)\Ci

T~---~···-- Date: -~l""O,_fZ=O~--


Fax:--------­ Pages: , including cover sheet
(b)1,6\ (b)(7)1,C)
From:

Subject:~-------

Commentsl(bJi6i.ibH7J(Cl
----..\._____µ•.,;·Yi""''*'""''-:±n , c:-4 "« J

Hnr rob',:;, .fur!W!!= P OS o.rnirle I

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.

CONrIDENTIAL TREATMENT R~OUEST BY THCR 00028


..


TRUMP 212 688 039'7 P.02/08

6ridqeStetion Wllld Oct 20 09:49:09 1999


tBCZCXNJ Rarrah'9 totertainroen~ ~eport.'! 1999 Third Quarter and Fir~t Nine H6rtth
( ---·····--······
-- !liil.t':'l!lh' 1:1 tntert<linmern: l\epor-::s 1999 Third Ci..:a:t:cr and- >'!.rst ~ine Months Results -­

/FROM PR N!:W/iWli'\£: l;l0QM682·9599/

TO euSI~£SS EDITOR:

!Jar:-ah'.'! tn::ertainment Reparrs 1999 Th;,:-d Quarter and


t'i<t:.tt ~in~ Months Results

LAS VEGAS, Oct. 20 /PRNe~swire/ ·-Harrah's E~terta:n.~e~t, Inc.


tNYSE: HE':') today reported rei:iulta for third quartti.r 1999, including recoi;d
t~v~nu~s, ESITOA and net inco~e.

Third Quarter Acconpli!'!f.~"1'.!!!l'lt.'3


Oil~t'1d etu::nini;:o por tih<lre bo!o::e preopeninq co1:1ts, w::i~e-down~. xese~·1us
and recoverie:.'I, a gain on tP.e 5ale o~ ari eq:uity invesi:rr.ent: ar.d
ex:::.rao:di:Htry :o:s11es, .ar:d afte:: hea:!quartiers relocation exper:ses ..,.ere
5:! c<lnt.s, exceeding analysts• es~l:nati!s
Rec;:ird. revenue.'! of $6:~.l r.iil::.on
Same ~tore q;;uTiin9 revenue growth of 13\ over ptio:: yea~
E8!TDA up 42~ to a record $~15.9 mi:l1on
Aq~8e~en- rea~hed to acqu.1re Players Intern~tiona:
A:1nouriced a..9ree~.ont r.o !!ell Showboat Lil!! Veg4a proper-::y
Inccrc$t in Sodak Ganing $Old, generat1r.g Sl5 million one-ti~e pre-tax
i;a:'.n
Ag:eement reached ~1th Ak-C~in IndiAn Co:n.~unlty for management eontrac~
rer.cwal, '.:he !irst rgnewal ~£ a five-yt:ar managcrnco:: contrd.Ct !tir a
Class-Ill Ind1ar. ga~inq facility by a ~a)or c~sino company
Ha::!'.ah':i E:ntcrtair,nent. do:11i"l.'ltcd tht'! arn-.ual Casino ill.!iyer "Eest l'lf"
readers su~veys !or axcellcnc~ in La' Vegall and Atl~ntic City
Har::an•s ~nt6!rtdinnent be.;;<i:me: the f.i.:st co:npa!"ly to launc~ a na.tton1o11de
t:e!evtllicn adve::tilling campaign tl'.at f11atur:es the. casino gar.\l.ng
e;(perience

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

(t;;;) BiliCGE Info~ma";:~O!\ Sys-;:ems, In.::. 1999 ~a.qe l Of 7

CONFIDENTIAL TREATMENT REQUEST BY THCA 00029


OCT-20-1999 11:33 TRUMP 212 688 0397 P. 03/08

BridgeSt:ation Wed Oct 20 09:<19:0B l!l9!l


( (SCZCXNl Harrah'~ Entere~1nment Report9 1999 ~hird Qu~rter a~d Fi~,t Nine H~nt~

[in rnilliOt1.!l) 1999 1998 1999 1996


Thitci rtlitd r!.rS't Ni:i.e First Nine
Qu;;ii;ter Quar".'.er Mcnth9 Monthg
Rio Hot"'l Ca!lino

Revenues ' .s.:1J. 1 $349.6

Op~tatir.g prof.~t 13.6 57, a

ES I TOA 29.: 3 to' :J

icla:c:re.h' s Sot!thern Nevada


Revenue!! $ 91. G se6. 9 $277.0 $259.5
Opet:ating profit 13.9 9. 7 4 7. s 3E.6
E:BIT::Jr.. 23.2 17. 5 73.5 60.4
Harrah' :i :-icrthern ~ievada
llevera.ies $?5. l s96 ''7 $239 2 SZJO.C
Operating prof1~ 24" 9 28.S -<2. 4 42. 5
34.0 .g
t!.lTDJI.
Total We~t.¢!':'\ f<G-g1o~
tlevsnwes
30. 1

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%

compared :o t:te amou:t~!I it reported as a sepa::ate co:npany :.r. third qi.:acter

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

pr~or year as a ce3~lt of a low hold ~ercent~ge, particularly in high limit

table qamen.

"'lie a.re ?leased with the perfomance of our prope::tie:i in ~levacla,

patrtlcularly southern Nevada, where our propcrtle~ achieved record :::evcn\Je!I

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

r~cognizad ~y tha reader~ of CaBino Player, who awarded Harrah's 10 first

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

roeaningtul. Acros~ ~evada, innovative mark~tin9 and cu~tomer leyalty programs

are t'.aving ;:oot!li.tive i';t'.p<tots on gro:.111ng our business."

ttc;.rrah':;; /\\;lantic City CoP.t1nues to Outpace !-!.arket Growth


Eastern Region Re5u:ts
(in tt1illiOl'IO) 1999 : 998 19~9 1999
Thi, rd ':'hit::! F!.rs':: Nine :-line
f"J.,(9~
Quarter Quarter .Months Mon:hs
Ea:r-ah':t> Atlantic C1ty
Revenue Sll5.1 S104.4 SJlD.4 $2B4.9
Opcratinq profit 33.2 26. 1 76,5 65.2
EBIT::>A 39.J 32.:I 94. 6 80.7

c- $howboa'.: !ltlant.i c City


R"'vanue
Cp~ratir:.c; prcf!.t
;;103. a
24.8
$ ~9. 9
25.0
$284.3
64.4
>.i'.l.29. 7•
31. 4•

\cl BRICJGE: :r.tort'.a r. io:-i Syst~'l'.s, !nc. 1999 Paqe 2 of 7

CoNrTOCNTJAI. TREATf~ENT RFOUEST SY THCR 00030


OCT-20~1999 11:33 TRUMP 212 698 0397 P.04/00

Sr id9e:Sta tiol". wee Oct 20 09e49:09 1~99


(SCZ0::-1] Harrah's t:ntertainm~nt Re~orts 1999 Third Qua.rter a~d Fi~st Nine Honth
(
E8ITDA JD.7 29.b 01.5 JS, i •
'l'otal ::o:ster!"> Region
rtQVQr";Ue l.'219. 0 S.204 '3 $59~ . ., $41<.. 5
Operatiri.g profit Si. !I 51. 6 139.0 96. II
rsr·rnA 69. 5 61. B l 7.ti. l 11£1. 6
~Showboat At:antic C:tt:t rc!lect.s fou:i; rr.ontha of rosults cturinq ::.he 1996
fir::it nine mon1:t:s.
Harrah'~ Atlar.~ic City ~chieve~ ~~oth~r record quarter. The property's
reve:'l:ias qre.,,. at a r;i.te rr.ore than tr.:.ple the mark.et growth rate dc.r!.ng t~~
period, ar.d tEI!DA exceeded ttl~ prior year ar-.01.1nt. by 22i,
Reven~e~ at Showboat ~tlantic City ~ncreased 4\ compared to the third
quar~er last year. EE:TOA slightly ~xcecded tr.e pr~or year period despit~ a
loYe~ taQlQ qa..~c h~ld Percent~gP..
"Harrah's Atla.n-:.ic City has outp;;iccd siqnif:canrly the qrowth in it?
market for 11 a! t~~ las~ 18 months, denon~trat~n~ that our player rewa~Q ar.d
markctLnq programs are appea!.!-ng to ou!' CUlltomers ar.d e¢ntinue to build
J.Oyo)lty," said Sati:c. "The property;.., thf! lH'ldia:?Uted !avorit;@ in the city, a.::i
evidenced by 19 fir?t places and JO ~~ards overall in th~ Cas~no Player 'Seat
of At lllnt. !.c Ci t.Y' readers' survey,"

Harrah'~ Chicagcl~nd cas1ncs Tt:.=ive ln a St:¢r.g ~ark~t


Cer.t::al Reg.:.ofl. Sets Revenue 4.l'>d ta:TDA. ll."ccrd.
cer.t::al Reglon Res~~ts

( i:-. Mil'..:.ons) t 9g l) 1990 1999 19\?9


Thi::d fh1 ~d f1 r~t N~ne Fi i:st :-line
Quart~:: Quartet Montt:.s Months
Central ~eqion
Revenues $272.5 $1Ell. :i S1SS. !. S52J.9
Operating pr:o£it SA.2 29.e 150. 2 9n. n
E8!TOA 72.1 J9.9 16 9. 4 lZ:I. e
9oth HarriJh' .'1 prope=ti.es in t:ie C~icilgo :nari;:et, Jolie':. l:I J;l.iinol.s and
~ast Ch~cago in Indiana, cutpa~~d ~he stror.g growth in the ChiCA90 market
overall. Hai·rah's Ea.st Chicago contin.ies lo ber.efit from the Harrah's br'lnd
identity a~d ~ar~et:n9 pro9~ams, exceedin9 ~xp~c~atlons tor revenue and ~SITOA
d•.iri:'l.9 third qua rte:.' 1999, fla::t.).h' s Joll<it capi.tall.zed 011 the ne\./ boarding
rales in Illi:ioi.:i, und set a ::ever.u1.i record for the qJarter.
"Harrah'tl Jol1ei:. h<i.d. a very .strong third q..i.;i.::tei:," cxp!..a:i.ned Satre. ''Thn
opening of It luxury Z04~rocm lia~·rah' :!' hotel ln Jolie: in. Nove.:nber w.ill enable
us to provide ever. bet-.:er guest sar1sfactlon in Joliet'3 ne~ dock~id~
environment."
"In r.ast Chicago, ~u:.itorr.ers have rt!sponded "'ell ta the Harrah's brand na.11e
a!.ong with i,ii;ni.f1.c0\1'lt: impi:ovement:!I ::c ~he facility at,d ¢l'lh:.inccrr.an':S to t.hQ
!ood and ~ev~raqe op~ratioo~. M Satre eonei.n~~~.
In Mi!!!louri, both Harr11h's SL. Louis dnd Ha::rah's North Kansas achieved
record revenue~ ta~ the quartei: Yith 34' ~nd ll\ increases, respec~ively, ov~r
third quarter 1996.
!n Misoi'!l~ppi, EOITOA in up subst~nt1ally ave~ t~e prioi: year ~hird
q:J.:;irtec. primarily .;.a a re$ult of stronqll!r revenue at Harrah':i Tunica.
Harrah' fl S!l.revepor~ EBITOA declined. l\ from prior year. Con!ltruction ia
well o:'\derwny on a develop~ent to add ame:litieo tha~ are intended te
aigni!ica~~ly improve re3ultu in the eu:ure.
"l:l Hia:.icuri, both of. c;:ur proper:ies continue t!if;'ir respective macket
share le~d~rship, ~ said Satre. ~Hisscuri ic cu:rently testi~q op~n boa~di~9.
W~ile boardinQs are up, there has no• ~ee~ ~ ~•teri•l ch•nge in the 9~in~
revo:i.ue. The: l!arrat\'s teait. in Shr~vepott i:!I doinq a qood job satiefyin9
C')S~O:'ners and moitr.tatninq brnnd 1.oy~Lty de!lpite the C:h~llenge o! con~truction
on cur S14~.::-00tt'I hotel -.:ewe:: and ctinference center ~

MiJn<lqed Cao:r.o ~~:1ul~:i Continue To Be St::.'cr.q


~ar.aqed ar.d Ot;ier P.asults

( lin mi1:.1ons) 1999 1998 1999 1996

{Cl UR!DG::: I:ifo:;rna.tion Sye::ert:l, Ir.c. 1990 P<1ge :) of i

CONFIDENTIAL TREATMENT REQUEST BY THCR 000~1


TRUMP 212 688 0397 P.05/08
..
Brid9eStaticn Hed Oct 20 09:49:09 1999
lBCZCXNl Harrah'! £nter::ainment Reootts :999 ThiTd 0ud~ter ana !irst Nine Month
( Thi.td Third' f,l.!'St Nine l''i!."5t Nitlt­
QIJ;).t:ter Qudrter Honths Months
Managed and Other
Revenueo S2l. 7 $15' 4 .SS6.S $48. 9"'
Operatln.q profit lB.9 14. 6 40. 7 43.6•
EB IT Ci\ lB.9 :.4. a 49.0 43.9

•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.

Ha==<lh' a c,,.s~n.:is managed on beh~lf or Nat:ive /lit:ie::-!.can governments had a


~tronq third qua=ter 1999, M&nag~~ent feeo from Harrah's Cherokee and
Harrah'~ ~rair~e Band increased over la't year prirna.~ily dee to third q~arter
revt:'C'JUi! increa!lef.l at: both propettie:l, Dl1rin9 the quarter !larrah's also
announced tl';at the: Ak-Chin coMOn1tY ha.:1 rene.,ed ;,i;:1 :r1an119(?ment ag:"eement wit:h
Harrah's for it!!' cttl'linQ sout.'1 of l?hoeni>t for another five years. the first
rene~&l of a !ive-year manage~?nt cont:a.ct of ~ Cl~ss-!tl nanaged !ndian
g;;IJl\ing facility by $ :najor casino company. In addition, the Trib~ arn'lounc!!d a
planned expa~s~on of the canjnQ to include a new JSC-~oom hotel, an additional
restaurant, ~eeting and bunquet facilltiQS, a resort pool a~d a la~dscaped
courtyard.

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.

O~her Ite~s Affectlr.q Income


Corpo::ate expQ.nss. wa:!I up fo:r tt.c q1,1;;rtor ovl'l:: p::ior year; hcweve::, it
represented 1.5 \ ot: total revenue col'l'.pared to 1.6 'is in t~o th'.lrd qt:a:cter laat
year.
':'he int::::ease in losses t:.ro:n cq:.iity !.t1 nonconsol.:.da::ed a~flliatl'ilS relates
to ~ational A1rline1, vhlch is in its star~-up phJuc. Tho ~ieline now fli~B
from its :as Vegas hub to Ch1ca90 1 San r~ar.cisco, Lo~ Angele~, New York and
Dalla1/f"ort tio:;th, wit:'l uervicc to Philadt'.!lphia ~.:hecluled ':O beqi:i in
Novet:\l:ler.
Pre.opening costs i:'\cludcd in r:quit.y in nor.consolidilted affiliate$ fo:;
~hird quarter 1999 related to ~~rrah's New Orleans.
Th1rd quarter :~~9 included &~.5 million for ~mortlzation of goodwill and
trademar:~n p:!mar1ly 1n connect~on l-'1~h th4<! Sl'.owboa-.: acquisition a:"ld ::he Rio
mc:ge~. Interest cKpense w~s ~lto hiqhsr du~ to debt ~~9oc1a::ed wit:h tho
<.1.cquisition!I,
The increi1$C in tt.c nu~e:r o! ~hares out.sta~d.:-r.q l:t the quar:.e:: compared
to the prior year vaa pFirnarllY the resuLt of s~eres is~ued in the Rio merger.
Update or. ?layer~ International Acquisition
In Au9ust., Harrah's £ntertain.'rient announced t':lat it had si9ned a
definitive agrc.::ment to acquire Players Intetnatio,"\al, lnc. Under tcrn1.3 of
the aqreement, Players' shareholders will receive se.5a in ca~h for each ahare
outstanding a~d Harrah's will $SSUIJIC approximat~ly $150 million of Play~~$'
debt. Closin9 is expActed around the en~ cf the year sU~Jact to re~c1pt of
Player!! " ahareholdei; afld goverrnnental approvals, a:id .!la ti~ t"llet:ion :of" ell 0th.er
condltion~ of t:ha e9reement.

Update on Sales or Non-Stratecyic h3set!l


~he ~ate of eharee in Sodak GW!\ing, Inc. ~a~ completed duri~g third
q\lai:t.-il:'. 1999. In total, the sale gene.:-ated approximatelj! SJZ m.\.l.li.on in pre­
tax procccd3, (o~ a $16 mill~on on•-tim¢ pre-tax 9ain.
In Ap=il, P.arran'e Entertainment announced an acreement ~ith TABCORP
Holdi.r.9.s L!.m1t.ed \1•;Jstral1a: TAM) to :icll ftarra'."l'!:I intere~ts in Star Cit.y
Casino in Sy~~ey, New South Wales, Australia, fho transaction ls expected to
c~ose araur.d tho er,d of the yea~. 7AFJCQ~{' received Vew Sout!-; Wales,
J\vstraJ.i~, C;osino Cont.:rol AUthor1ty approval:!' :..11 ea::::ly Octol.let. ttarrah':.i
( (C) BRIDGE I~!o~m&tAOh systen3, Inc. :998 Page -4 of '?

CONFIDENTIAL TREATMENT REQUEST BY THCR 00032


TRUMP 212 688 0397 P.06/08

BridgeStation ~ed Oee 20 09:49:09 1999


[EC:~CXNI l:!arrah'~ t:ntertainm~nt llep~ 1999 Third Qullrter and First Nine Month
(
Entertainment's planned eale or its Showboat Las Vegas prcpetty to v~s

Enterpriaes, LLC is or. scnedule to close arounQ the end of t~e year.

Rarrah's 8ntertainnent, !nc. is l~e most recoqnizeC and respec~Qct nam2 !n

the casino entertainment ~ndus:ry operating lS casinos in the United States

~nder the Harrah's, Showboat and R~o brand names, and the Star City Casino in

Syd~ey, Australia, rou~Ced more than 60 years ago, r.~rran·~ is focused on

building loyalty ~nd value ~ith it~ tarqeted customers through a unique

combination of great setvico. excell0nt prcducta, unsurpase&~ distriCut~on,

operational excellence and technolo9y lead~~$hip.

StAt:llll',encs in thi~ relea\'lc coneerninq future eventa, fut\Jre pcr!:ot'1.lnco

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

regula~iono, third party relationa and ~pprovals, deci,ior.s of courta,

re9'.i.lacor.s and gove::-nmental bodies, successful completions of pl<inned

acqui3itiona and dioposition3, factor3 affecting leverag~, i~cl~din9 i~terest

rates, and effec-::s of c<:;m.tpetlt.ion. Th2se risks and uncei::t<lix.tie~ could

s-igni!ica.nt:y affect anticipated ~~sult:s !'lr ~Vl'll'l.t.'1 in t:he f'Jt.ure and actual

results may differ matetlally fro.et ~ny !orward·lookiny statenent.9. iO(

eddition<ll ~nfo1":'(13t:ion, refer to the material di~cus9inq the Private

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.

ll~RRAH'S £NT~RTAiN~ENT, !~C.


CON.SOI.!DATEO Sl.1?1Mi\RJ Of ore;;i.M.rlCNS
!Ul't/'\UDXTZO)

:hi.::d Quarter Er.ded


(I~thcusand5, eMcep~
per tthar~ amcunt9) Sept, JO, Sept, 30, Sept, JO,
1998 1999 1996
Revenues $8~4,054 $586,242 S2,276,859 ~1.~19,J23
Operating profit
befo:::e pro]1::r;:t

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)

PteQpening coat~ (4' 192) (10,979)

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.)

( le) B~ICGL: lnform<:1;;i.~n 5y:Jt,,,:r.!I, Inc. 1999


109. 202 391,906 239,123

Pa9e ~ of 7

CONFIDEIJTIAL TREATMENT REQUEST BY THCR 00033


Q;;:T··20··1999 11:35 TRUMP 212 688 039'? P.07/08

eridgestation ~eo Oct 20 09:(9:aa 1999


(BCZCXN] Harrah' a Entertainment Report!! 1999 Third Quarter and First Nine ~onth

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

lr.col!'.e before 1ncome

r.1:1.xes and minoritY'

interoats 123,415
lJ, 066 266, .JBS 176, 718
i'rovision for

income tax.ell i~4,Bi5) C27,091) (9€ , 255) ( 65, 0{.3)


Minority interests (3. 4961 ( l, 'l"I)) (7,BlB) (5, 551)

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

Weighted average cor.imon


and cor.i.mon equivalen~
eharel'.! 01,,1t:;i1;.oi,r.ding 129,355 100,911 128.469 101.279
HARRAH'S ENTERTAIN~ENT, INC.
SOPPLEP.ENTAL OPSEtl\TlN~ lNfOl"{MA!!O~
(UNAUDITED}

'Ihi..c:d Quarter Ended ~inc ~onths &ndQd


l 1:1 th.ou:sand!l) SGpl".. 30, Sept. 'JO, Sep-:.. 30, Sept, JO,
1999 1998 1999 11199

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

CONFIDENTIAL TREATMENT REQUEST BY lHCR 00034


,J
.OCT-20-1999 11:35 TRUMP 212 688 0.39? P,08/08
;
•• :ax: idgeSta ti,01;1. Wed oct 20 09:49:oa ::Js9

tllClCXNJ Harr.11b.' ~ Entertaini::!Je!'.I~ Reeorts ;999 !l'lird Quarter and first Nine Month

( East<?;rn P.eqion 69,506 61,754 174,085 119,641


Central F.eq-ion 72,105 39,935 199,:Hl2 l.'<9, 757
Martt1.ged .11.nd Other l.9, 928 14,796 4.91045 113, 910
Other (27,074) (lS.3471 !6Z,3&0) {46,0611
$2lS,S97 $152,liB $565,646 $364,27/l

•Earnings before interest, ~r.co~e taxes, depreciation, amortization,

PtQject ope~ing costs,Write~down~, re3erves and recoveries, Venture

~est~ucturing costa ~nd Gains on sales of ~quity interests ir. subsidiariea.

SOOP.Ct lla::!"ah' ;i E.ntertairuaent, Inc


/CONT~CT; Ralph Berry of R4rrah'a Enterta~nment, Inc., 901-762-8629/
/compa~y NeMS ar.-Call: http://\.l'W~.pcne~swire.com/comp/411l30.ht~1 Qt

f;i.x,sao-756•5604. ext. 411238/

/Web sitat htt:p://ww1>.harraha.con/

Symbol.$:
lJS;HET

Source PRN PR !"&'rl$W1re

Catesi:i:ies:

N~R/NV NWI/CSO N~S/ERN

{c) 8RIDG:i: Info:::tnation Sy!lt:::m!l, !nc. 1999 Fao;e 7 of 7

TOTAi.. P.08

CONFIOFNTIAI TRFATl.1ENT REOIJEST BY THCR 00035


PAGE

(
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)

CONFIDENTIAL TREATIAENT REQUEST BY THCR 00036


(

TRUMP HOTELS & CASlNO RESORiS, INC.

COndenscd CQOSolidated Statements of ()pemtions

{Unaudaed)
{In ttlO~.aods, e;io;:cept share dala)

3MONTHS 9 MONnlS
30-Sel?:::99 31f.Seo~B 30~ JO.Sep.98

NET REVENUES $403,072 5397.387 $1.080.569 $1,058.296

COSTS &E:'.XPENSF.S 296.406 306,700 !l§0.;\§4 850,635

EB ITOA 106.666 90.589 230,205 207,66t

CROAllNDIANA STATE & MUNIC OBLIG. 2.528 2,321 7.0S5 6,463


DEPRECIATION & AMORTIZATION 21.775 21.SOO 65,613 64,882
IN"fEREST 8'PENSE. NET 54,043 53,371 16t,63S 159,513
CORPORATE EXPENSES 4,64e> 3.538 13.103 11,510
OTHER NON· OPEfi.ATlNG EXPCNSE 1,6S9 1 164 ~24 20&5
TOTAL NON.OPERATING EXPENSE, NET .84 660 82,214 252743 244,433

INCOME(LOSS) BEFOflE: MINORrrY INTEREST,TRUMP


WORLD'S FArR CLOSING COSTS, & CUMULAlJ\/E
EFFECT OF CHANGE IN ACCOUNllNG PRINCIPAL 22,006 8,375 (22.538) l3s.n21

MINORITY INTEREST __JM,O.t!L.........£0631 8,242 13434

INCOME{LOSS) BEFORE TRUMP WORLD'S FAIR CLOSING


cosrs & CUM. EFFECT OF CHANGE lN ACCTG PAIN. 13,958 5,312 [14,296) (23,338\
TRUMP WORLD·S FAIR CLOSING COSTS,
($1?11,3·15 l_ESS MINORITY INTEREST OF $46,947) (81,428) (81.428)
CUMULATIVE EFFECT OF CHANGE 1N ACCTG PAIN.

NET INCOME(LOSS) ..J!S7470j ~o,312 't99,28$) (!Zl;mi


~195256
AVERAGE# SHAnES 22,195256 ~!'~·~ 2262.§14~

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,

CONFIDENTIAL TREATMENT REQUEST OY TtlCR 00037


QC:T-2l-S9 tt•l7 P'l<'OM,TRLlMP PLAZA FINANt;IAt. OEP 10•441??&1
PAGE 2/7

lRUMP ATLANnc crrv ASSOCIATCS

CoOOensed Consolidated Statements of ()per.rt ions

(Unaud..dl
(In thousands)

3MONTHS 9MONTHS
30-So!t!l9 30-Sep=9B 30-§ep=99 30-&>p-98

NET REVENUES $284.664 $276!l55 $748,338 $739,889

COSTS & EXP£NSES 202.617 206,441 576.542 580 771

EBITOA 82047 70,414 171 796 159118

CADA 1,216 1,070 3,191 2.834


DEPAEC IATION & AMOR'fllATIQN 14,704 15,405 44,910 45,901
MEREs·r EXPENSE. NET 37.713 37.239 112,962 111,512:
OTHER NON· OPERATING EXPENSE (34) IS 15 as
TOTAi. NON-OPERATING EXPENSE, NET 53.599 53.732 161,078 160333

INCOME{LOSS) BEFORE TRUMP WORLD'S FAIR CLOSING 28.448 16,682 10,718 (1,215)

TRUMP WORLD'S FAIR CLOSING COSTS 1283'/~ 128,375

NET INCOME(LOSSJ 1$99 927) $"16,S$2 1$117,65() 1$1.212!

Note: Cettain prior year rec!asSifications have been made ID co.'Lform tO current year pr~ntation.

CONFIDENTIAL TREATMENT REQUEST BY THCR 00030


OCT-21-S9 11• 17 FROM.TRUMP PLAZA FINANCIAL DEP 10·4417751 PACE 3/7

TAUIAP lAJ IAAHAL llSSOCIATES

Condensed Statements or Operations

(UnaU<llted)

(In thousands, except statistical information)

3 MONTltS 9 IAONT!iS
30.Sep-99 _:io,_§!'P.:98 ~p-99 3.IJ,,Scp-08

NEl REVENUES $167,652 $162,104 $436,229 $426,JZl

COSTS & EXPENSES 1166.16 116092 329 624 326,553

EUITDA(1) $51 026 $46.012 $106.605 $100,176

~lected Statistics:
# ot Slots 4,419 4,136 4,Z78 4,137
Win per SkltJDay $220 S217 $206 5199

#of Tables 149 156 148 155


Win perTable/Oay $2.979 $4,187 $3,078 $3,528
Table Oroµ $283.155 5328,456 5787,378 $903,011
Hold o/.., 14.4'1:. tS.'.3°/.,. 1s.s~1,, 16.5o/o

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.

CONFIDENTIAL TREATMENT REQUEST BY THCR 00039


PAGE 4/7

TRUMP PLAZA ASSOCIAU::S


Condensed Statements of Operations
(Unaudlnld)
(In thousandS, e'XOOJ)t statistical Information)

3 UONIBS 9 UONlliS
30-Sei>M 3()..Sep-98 30-Sep-99 30-Sep-98

NET REVENUES $117,002 5114,751 $312.109 $313,160

COSTS & EXPENSES 8.5 981 90,349 246 918 254 218

EBITOA (1) $31 021 $24,402 $65,191 $58942

$elected Sta1iStics:
#of Slo1:$ 4.185 4,204 4,202 4,124
Win per Slot'Oay $192 $196 $179 $184

#of Tables 94 101 99 110


Win perTableiDay S3.609 $3.002 $2,813 $2,539
Tah:e Drop $1 rr.742 $177,853 $471,679 $485.620
Hold <y,, 17.&'!. 15,]Q/,, 16.1'Y4' 15.?o/.

#of Rooms Sold 123,298 123,3-02 344,237 333,863


Room Rates $92.40 $84.68 $83..(17 $80.50
Occupancy t'/" 95.So/a 95.So/~ 8.9.8"!.. 87.1 6/1:1

(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.

CONFIDENTIAL TREATMENT REOUCST BY THCR 00040


oti-21-99 11•17 FROM,TRUMP PLAZA FINANCIAL OEP 10,44177$1 PACI:'. 5/7

T!IUMP'S CASll.E ASSOCIATES

d/bla TRUMP MARINA

Cot'M'.!ensed StaternenL<i af ~tations

(U.,.odiled)

(In thousands, except staliStir::al infQm':la\ion}

3 Mot<TllS 9 MOITTliS
,,,.~99 3<>5ei>OO 3Q..Se!!:99 3~98

NET REVENUES $B3.4ll7 $81,756 $223.691 $215.444

COSTS & EXPENSES 63.875 66 412 181,422 179 376

EBITDA (1) Si9,612 §151~ $42 269 t!B 068

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

# ot Rooms Sold 63,571 64JJ39 168,831 175.390


Room Rates 179.39 $76.96 572.65 $70.99
Occupancy 0.k 94.9"/o 96.So/.. 85.0o/o 88_3<'/..,

(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.

CONFIDENllAL TREATMENT REQUEST CY TflCR 00041


oc·r-21-99 11>1? f'ROl1·Tl<!Ul"lfl PLAZA P?NANCIAL O!:P 10,4417751 PACE: S/?

TRUMP INOlANA, INC.

Condensed Statemerrts of Operations

(Unaudne<f)

(Jn thousands. except statistical infonnat\Qn)

3MOKTHS 9MONTHS
30-Sop:-99 30-SQp-98 30-Sep-99 3!>&!J>!lB
Ntrr HEVENUES $34,921 S38.776 $108.540 $102.963

cosrs & EXPENSES 29.914 33,945 92,400 90,488

EBrfDA (1) SS.007 $4 83~ $16140 $12 475

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

It of Roorn:> Sord 21 .875 42,114

A:oom Rates $51.00 554.00

Oxvpancy ,,/o 79.3o/o 52.3'>!..

(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.

The hotel at T11.Jmp lndian.'.l. commenced opcl'3tions in October 1998.

CONFIDENTIAL TREATMENT REQUEST BY THCR 00042


·. OCT-21-$9 t t , IA r.·~ol'J,l'RUMf' PLAZA FINANCIAL OEP 10•4417751 PAC£ 7/?

.
(

TRUMP HOTELS & CASINO RESORTS, INC.


Stipplemental lnfPrmatlon
(Unoud'rted)
(In thoosaOO.)

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

DEPRECIATION & AMORTIZATION


TAJ S9,012 SS,910 S27,57·f $27,204
PLA2A S,692 6.495 17,339 18,697
THCR HOLDINGS 77 87 221 195
MARINA 4,454 4,160 12,9$0 12,356
INDtANA (INCL JOINT VENTURE LOSS) - - 2,540 2168 7502 6428
TOTAL DEPRECIATIONIAMOAT $21,775 :r:21.aoo §65 1S13 564 882

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

LOAN COST AMORT/80ND DISC INCL IN INT EXP


TAJ $848 $951 $2,617 $2,93S
PLA2A 424 475 1,308 1,468
TRUMP ATLANTIC crrv 345 279 1,080 1,179
THCR HOLDINGS 269 259 806 806
MARINA(BOND DISC ACCRETION) 1,111 957 3.22() 2.761
IN DIANA 37 36 109 191
T01'Al. LOAN COST MIORT/BOND DISC -ia~034·
$2,967 §9·:1·40 ~9,343

Note: Certain prior y~ar redassJticatJons have beef1 made to canforrn to curreor year presemation.

CONFIDENTIAl TRFATMENT REQUEST BY THCR


· o'cr-21-19'39 11:41 TRUMP 212 688 0397

Trump l-Io;tels ~Casino Resorts


725 Fifth Avenue

24th Floor

New York, NY 10022

Telephone: (2 J 2) 891-1500

Fax: (212) 688-0397

FAX TR&'ISMISSION
1bJ.:6UbH 7)-:Ci
To: Date: -~'~O,,_/'4~

Fax \'--~~~~~~~~--' Pages: , including cover sheet

(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.

CONFlDENTJA!. rREATMENT REQUEST BY THCR 00044


•'.
..

' ciCT-21-1999 .11: 41 TRUMP 212 688 0397 P,02/06

(
DRAFT 11:30am 10-21
NEWS RELEASE

Fot Immediate Release: October 25, 1999


For further information, contact: Nicholas L. Ribis, President and CEO (212) 688w0190

TRUMP HOTELS & CASINO RESORTS

THJRD QUARTER RESULTS

EBITDA INCREASED TO S106.7 MILLION VS. S90.6 MILLION IN 1998

1'ET PROF1T 11'CREASED TO 63 CENTS PER SHARE

VS. 24 CENTS PER SHARE IN 1998

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."

CONFIDENTIAL TREATMENT REQUEST BY THCR 00045


(

CONFIDENYIAL TREATMENT REQUEST BY THCR 00046


Tf:,;LJMP 212 688 0397 P,04..-a;

(
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.

CONFIDENTIAL TREATMENT AEOUFST BY THCR 00047


·• ocr~21-1999 11:42 TRUMP 212 588 0397 P.05/06

Trump HuteJs & Casino Re.sorts, Inc.


Consolidated Summary of Operations
(Unaudiled)

(in Ulousand.3, Third Quarter Ended Nine Mt'>nths Ende4


e)(cepl itt ska.re :unounts) Sept. 30, Sept. 30 Sept. 30, Sept. 30,
1999 1998 1999 1998

Revenues $403,072 $397,387 s1,oao.S69 Sl,Ol8)96

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

$ (2,528) s (2,321) s (7,065) (6,463)


CRDNlndi;JJ1a Stati;; & !-!uni-: ObliS
Depredation & Amoniz.ation (21,775) (21,800) (65,0IJ) ' (64,882)
Interest Expcase, Ne! (54,043) (53,371) (161,638) (ll9.SIJ)
Corporate Expenses (',6'l) (3,538) (13,103) (!I.SID)
Other Non-Operating Exp~ose (1,669) (l,li4) (5,124) (2,065)

ln~omc (Loss) before Minority ln!cn;)\.

Trump World's flit Closing Coses,

& Cumuh.tive Efkct ot Ch(ln s~ ,n

Accouruing Prir.c:pll) $ 22,006 I 8,l7S s (22.538) s (36,772)

Minori()' Interest s (8,048) s (.'.l,063) s B,242 $ IJ,434

Income (Loss) A~forc Trump Wodd'~

Fair Closing Co sis&. Cumu!~tive

f.ffcct ofC::han~c in Aecount•ns Prin s l3,9S8 s 5,312- s (14,296) $ (23,338)

Trumr World's Fair Closin_g CGl~!l


($1'.):8,)?5 Lc.:;s Mir1,1ri1y
Jnt(re:;- of s,46,947) s (8!,428) s (i!,423)

Cumulative Effect of Change

In A(;counting Prin. $ (3,565)

Net lncorne (Loss) s (67,470) s l,312 $ (99,2i9) $ (23,333)

AVfll'fl!lil #Sha.res 22,195,256 21,195,256 22,(95,256 22,206.428

Bauc &: Diluted Earnings

(Los~) Per Sh11n: $ (J.Q4)


• 0.24 s (4.47)
' (I.05)

Basic & Diluted Earnings


Per Share Before Trump
\Vorld's Fak Closing: Costs &
Cumulative Effitct ofCh11rige in
Ace.ounting Prill. $ 0.63 s (Q.64) s (LOS)
' 024

CONFIDENTIAL TR~AT~ENt H~auEST BY TllCR 00048


~. .
DCT-21-1993 11:43 TRUMP 212 688 0397 P.06/06

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

CONFIDCNTIAL TRCATMENT REQUEST BV THCR 00049


OGOOO U3Hi A9 L93n03H lN3~lY3Hi 1YtiN30T~NOO

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CONFIDENTIAL TREATl~ENT REQUEST BY THCR 00051


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CONFIDENTIAL TREATMENT REOUEGT OV THCR 0005:2


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CONFIDENTIAL TR~ATMENT REQUEST BY THCH 00053


11:30 TAJ M=IHJ'.:L ~!MANCE -t 150';144l'f"326 N0.011 002

i

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CONFIDENTIAL TREATMENT A~OUEST BY THOR 00054


11:30 TAJ l'mAL FJMANCE -; 6094417925 N0.011 003

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CONFIDENTIAL TAEATMENT REQUEST BY THCR 00055


11 :30 TAJ r-f1HAL FINA"JCE ~ 6094417926 ~.011

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CONFIDENTIAL TAEATMFNT REQUEST BY THCA 00006


L<:iOOO ~OHi AH LS!no~H lN~WiW3H~ ,WIIN30I~NO~

,J

TRUMP TAJ MAHAL ASSOC!ATES


STATEMENTS Of OPERATIONS
(Dollars in thowands)
(UNAUDITED)

For the thi:ee momhurukd_Septcmber 30,

129.9 )99~

REVENUES:

Gaming s 136,424 $ 148,011


Rooms 11,064 11,410
Food and Beverage 15,157 15,034
Other
Gross revenues
- ,23,!71
186,016
5 667
180,122

Less Promotional Allowances 18 354 - _l?.ot8_


--··-=­
Net Revenues 167,662 _____ .ill,104_

COSTS AND EXPENSES:

Gaming 85,351 84,637


Rooms 3,732 3,868
Food and Beverage 5,318 4,959
General and administrative 22,800 23,255
Depreciation and amortization 9,012 _____8,9_1.Q_

Total Costs and Expenses - - 1_26,2j~ ___ ]2J_,(i~9

Income from operations 41,449 36,475

Otber non-oper. income 0 0

Interest income 183 226

Interest expense (23,70_8) ____J23,502J


"'

Net income/(loss) s 1,8,224 $ - 1),122_

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 '
\)

TRUMP TAJ MAHAL ASSOCIATES


STATEMENTS OF OPERATIONS
(Dollars in thousands)
(UNAUDITED)

For .the.nine.months_e.n~eptemb.\1c 39,

1999 Im
REVENUES:

Gaming $ 381,123 $ 388,405

Rooms 29,015 31,604

F_ood and Beverage 40,962 41,918

Other 33,114 15,358

Gross revenues - · 484,214· 477,285

Less Promotional Allowances _48,320_ 50,556

Net Revenues 435,894 426,729

COSTS AND EXPENSES:

Gaming 237,150 236,957

Rooms ll,669 11,062

Food and Bevenige 14,373 14,366

C'ieneral and administrative 68,034 65,776

[')epreciation and amortization - _2727\. 27,204

Total Costs and Expenses 358,797 ]55,365

I_ncome from operations 77,097 71,364

C)tbet non~oper. income 335 0

Interest income 856 l,608

Interest expense . j7q,278) .(70,631)

Net income/{loss) s --· .8,0J2, $ 2 341


=--·~·

soq0999 10/15/99
lt0'0N
CONFIOENTIAL TRFATMENT REQUEST BY THOR 00050
l\

TRUMP TAJ MAHAL ASSOCIATES


BALANCE SHEETS
(001.U..RS 0.tTltOUSANDS)

December 31, September 30,


J.998~- _19.2L_

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

PROPERTY AND EQUIPMENT.NET 914,780 914,356


DEFERRED LOAN COSTS,NET 17,909 15,293
OTHER ASSETS 14,76;1. _,_16,824

Total Assecs s _J ,040,67.I__ $ -'-~30.?~6

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

Total Li:abilities and Capital s J.,.()40.6t).

bal0999 10/tS/99

L00 tt0·c~1 9C:6L.1!7P60'3 "" 3'.:INUNl;I 1b'HbW !t:Jl ~:tt

CONFIDENTTAL TREATMENT REQUEST OY THCR 00059


TRUMP TAJ MAHAL ASSOCIATES
STA'CEMENT OF CASB FLOWS
( (In tbou.1•11dJ)
(Unaudited)

for the nine moaths: ended September 301


-· ~--~ J9.9'· .. .,J~s___ _
CASH FLOWS FROM OPERATING ACTIVITIES'
Net iaeome $8,010 $2,141
Adjustments to reconc:ile net lo~s lo net cash flows provided by
(used in) operatiog activities~

Depreciation and amortization


l1,l7r 27,204
Amorti:,tation of deferred Bond offering eosls
2,616 ~9)6
Reduction in carryiag value of CRDA investments
r,6<lJ 1,608
r~sion (or doubtful accounts ' . . 9,607 7,717
{?) Gaino~• 11i~lr'B:11af~rep~R3· ,,,._. ,-;,..AC::::;;,. ,·..,_,;..-__,/ """"(""".. . . ._ -~- (17)00) 0
Gain on disposition or property y " { 4...-,..,.t.. (lll) 0
' 31,872 4-1.806­
CHANGES IN OPERATING ASSETS AND LIABILITIES'
Receivables, net 4,799 (12,895)
lovcntory (138) (44)
Other current assch1 (7l2) (l,l49)
Other assets (JOI) (800)
Due tolf'rom affilitatts, aet (12~54) (7!)
AccoW'lts payable (1,408) r.106
Accrued inter-est (I5,500) (12,40))
Other liabiliti~ {l,887) (J,lII)
Net C3sb flows provided by operating aclivites .4,351 .. -1~;037
CASH nows FROM INVESTING ACTIVlrESo ~_;! ~
C.-~- hrili11s ofproperty:uadcquipmcnt. ~
1 l"urcbasti of CRDA invC":1tments
Yn
~· ~
~.
•I
(7,276)
(4,61 r)
(S,849)

(4,SOO)

Proc~ds from di$positioa ofproperty l,0~7----~- 0

Net c:ish flows u.~ed in investing attivities !10,800)__ . {10.349)


CASH nows FROM FINANCING ACT!VIDE5'
Repayments ofborrowiogs ~capital le.ases . __ ___JLll9) (1,517)
Nt:I cash flows used in fina.ncitig: aclivitcs (l,jl9) J!,511)
NET U'4CREA5El(DECR.EASE) IN CASH AND CASH INVESTMENTS (8,008) 171

CASH AND CASH INVESTMENTS BEGINNING OF YEAR ---~··~•26 ).!.ill_


CASH AND CASH INVESTMENTS END OP PERIOD Sl2.818,_=·--$l.1.,6!9..

~. ~........,,,.. ,.$8),000 .. ~--·~~.9(1;9

$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

CONFIDENTIAL TREATMENT REQUEST BY lHCH 00060


OCT-27.-88 12.21 f'ROM1TRUHP PLA2:A FlNANC:IAt. DEP I0•441?7St PACE l/?

TH c A

TRANSMITTAL
·------­
to:
fax

''"
date:

pages: /. , including this cover sheet.

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)

CONFIDENTIAL TREATMENT RCOUEST BV THCR 00061


,,

/./<":

CONFIDENTIAL TREATMENT R£0U£Sl HY lHCR


0006:!
J

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CONFIDENTIAL TREATMENT REOUEST 6Y THCR 00063


)
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•'
FILE; G9FORE ~2.0C'l-99
, 0 ..
T111mp ttowli. & Ctsino f!&1orls, bo.
11:54 AM

•"<
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
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1'11£3

$31,207 S72,042 $20,iCl .SS.1!58 $0 $S<J, :ill\


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OTHER
S9,ro3-
S.9E6
73$\13
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SllSG
$'241.32--4 •
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$75,J~G
2S,780
a
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2,4,372

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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
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oTHEA 2tB04 2.S.28 &CO 25.232 2a11 S:.3 J:aoo ts.:12~1 2".H>1

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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

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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

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l'.l,829
4\.767
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f'•D!?W!iomf &p:v?soo 7.23& 3,lJBS \0 322 1&.24:1

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l.4.09 2.15'.l 11&
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<i!W>t'>g faio: & R911JlalQI) F9M
8,14!.
12.51-l o,aoa-
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22;::!81 7,204 "
10.009'
, 4,300
40,!.70
~ ~ Ptq'lllrly Tn, ~ & lr151.11lll"IC•
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6.:.140
4,266
S.-442'
S,025
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2.711'3
1,97(]
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7354
$117 ~01 $215.007
141
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117
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tt<t,71)(}

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1il.300
tt.1nt
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te.005}
t77J

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{259)
311,800
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SLOTS 82.457 75.711 158,228 5:2.502 :N",702 24Cl.452


OTHER 5.46& S,468 90:2 a ~I.!£
TOTALCAS!JIO $1411,012 $103,~(;ij $0 --!2S:\;t8J $74$-1 $3$_1&2 so 36 $'.l6(.!7<1

ROOMS 11,410 t0.~<11 2\,851 4.900 26,&.fl

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- ENTERTAINMENT 3,435

OTHER 4.G74 2.<lt7 BM 1.!157 2.™ &e.1 S.600 (5,3691 ll.1C3

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t.:ET REVENUES
1!J)l8
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17.lil7
S114_!$~----$etJJ_-_ -~l-8.00il
3-5.185 11.741 ____ '"'
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5.354
$37.1-81
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3.11!-J
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13,919

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0 44,009

18,496

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1,Vt 1.~94 3.170 L7l(l
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'·""' s 7t7 " 0 '4/152

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TOTAL OPERATING EXPEUSE!I
701H
$118 '1e
S3l2
S9o 192
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!$51) $2C7.4S9 $137
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s:JS,983 ""'
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M,16\l
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ta.11101
{11,s.53~
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(1,000J
f£Sll
(3!t.47S)
{15.4741
(12~)
1..i.iooi
l2.212)
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(ti,~GO)
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4.2« r.i5.3a9j
121.aoo1
H
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NET tN.COMEfi..OS!i} S1::l.Hi!j }5?i5 <$2~-421 $1s.rui2a 1t1;¥s1 M1.98Sl . n\J·~
@,•fl!- ,!l ""'
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13.571
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17.1!37
7.753
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11,399
7,717
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CONFlOENTIAl TREATMENT REQUEST BY THCA 000(>9


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RE'IENU£:
Malla! P!..ia TCS Ccnsl0:la100 Ma&-.a lnd1ana Hci~s E~<l'iaillio11s Colisclidllli!d ••
TA6LES $198598 $102.38-8 $3C091>5 $72003 SJ4.:J'.13 $0 $405,212

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SlOTS 294.957 ~72.157 567,1!4 IB7.0C7 103A5S 0 657646
Or>1ER 20.418 0 2{) 418 'L985 0 0 2240(; 0
TOTAL CASINO ss.13.973 5374.s.iS w saae.s1a $..."li,.94ll s137.7se ro ro s1.zss.a;4

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ROOMS
Fo:ic. BEVERAGE
41.754
SS.073
$.300
54,HEO
77.tGU
1lC.B35
16.121
:!4.037
3$8
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OIBER
5_032
13,&77
2.864
10,!H7 1.651
?.896
30.345
2,827
SAU9 2510
0
23.543
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(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
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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
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[$21 .09'.'S)
169.582
S1 4\'.l.551 •
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Paymll & Rnl;itOO
CC$\ 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
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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

MARGIN 20.5",;, 16.0%


$1&5<10 f$15_2_00J

.£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

P.OOMS 3a.257 37.244 75.501 16 134 J,621 O Q5.2SS ~


r. FOOD! BE\IERAGE 54.7BQ 51.4!6 rnS.196 34.2S-4 3.E03 144.253

•'"
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

GROSS-OPERATING INCOME $142.68'.! ($-dll.11%) $1.701


SOOa:59i
~S.486
$-242461

$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) -•
~

"' Oepraciatiori & mn~ Ion


Other<>O!'l·o~ing
(36,669) (23.S6:3) 0 {SOJ>32} (1G.890t ~-541) (288) {87.3571 ~
~

=
~
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$2S,57SI__
6L5:19
S.C'\.5:)9
{7,692]
lit.539
- ($~

M /\vera;pJ shill'CS wtS\alldin9 22.1Ss,~Sll

=
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

" 13-s f1S­


24.~•t~
ro. ·· 1.1. 1Stw~
Q
MARGiN t!l.6% 22.5% J7.B% ·697¥., 19.73
"
-'"
~
)
0

FILE.; 99QTRBUO
:;:CJ<b
22 Ocl 119
Ol.'OI! PM "'.
Trim>pH<>t!!I.~ & C1~!no Rucrta. I~.
""
Cgn~Glldallng Slal<H'l\enl of Opera!lons
A<:IJo:I AHll!IS tor l!le 11nee Monlhs. Ended O~c.,mb<1r :11, 19S3 '
ID
ID
( too·s omlttK. 1u:e1p1 51\ar• data)

lru"1p T3' Trump 1'C T1UT1pA1ICi1y T1ump Trump THCH IHCl-l



~
res cw'<<>!Hllffll:l M<i•ma mm~a c;1mln111\of1~ CIX13dH.Jiill!i:!

RSVENIJE:
Mai1;;J
"""" Holdi"Sli!,

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

ROOMS 10.150 8:11ll 18.5al 3.{;70 ~5& 22.619 ~


fOOD !. B£VERAG£ 14.154 13.E32 27.706 !!017 577 :J.GAOO
c
n
c
fNTEJ:ITAINMENT
OTHER
1.699
5.0<1>1
615
2,353 !:?1SJ
2.:J.34
7.l:Zl
615
2.193 669 6J93 !5.57ti)
29<1'9
•'
•e
1(t[l2U

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.:?

'"' "'• '


4_929
2_507
1.73(1
m
'" '""
15.&20
8..212
5.025
M
c
-; Jlllowarice-Doot>ITLil Account$.
General! Adminl,,lfali~il ar.d Ol~ai Opera1ing
4.BGO
o.~'>'I ll~i n< "" '"·'75'
6_()5? l.041 25.~C: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

TRUMP HOTELS & CASINO RESORTS, INC.


Condensed Consolidated s11unmonts of Opere.11ons
(Unaudited)
(In thousands, except share data)

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

COSTS & EXPENSES


GAMING $210,020 $219,921 $595,463 $605,126
ROOMS 6,930 B,470 :!6,177 23,739
FOOD & BEVERAGE 14,901 13.989 40,175 38,199
GENERAL. & AOMIN __ E.. 555 64,418 188 549 183,571

TOTAL EXPENSES $296.406 S306,7!.l8 $850!364 §850.635

EBITOA $106,666 590.589 S23D.205 $207._~_§.!._

CRDA/.NDIANA STATE & MUNIC 09LIG. $2,528 $2.321 $7.{165 $6,4B3


DEPRECIATION & AMORTIZATION 21.775 21.aoo $5,$13 G4,SB2
INTEREST INCOME {1,833) (2,019) (5, 143) (7.166)
INYEf'.l~ST EXPENSE 55,876 55.390 166.781 1€6.679
CORPORATE EXPENSES 4,645 3,53B 13, 103 11,510
DEVELOPMENT COSTS 1.410 480 3,270 1,075
OTHER NON OPE.A EXPENSE 259 704 2054 990

TOTAL NON-OPERATING EXPENSE, NET $84,660 $82,214 $252.743 ~244.433

INCOME(LOSS) BEFORE MINORrTY INTEREST,


CUM EFFECT Of ACCTG PAIN CHANGE, & Wf CLOSING $22.00S $8,37$ ($22,538) (S36,n2)

M!NOATTY INTEREST (8.048) !3.063) 8,242 13.434

INCOME(LOSSJ BEFORE CUM EFFECT OF ACCTO PRIN


CHANGE, & wrCLOSING l:l,958 $.312 (14.29G) {23,338)

TRUMP WORLO'S FAIR CLOSING, NET OF MINORITY INT (S1,428) (91.4:12)


CUMUl.AllVE EFFECT OF ACCTG PRIN CHANGE 3 565

NET INCOME(LOSS) ~S,31:?


($67,470) 'i99 ~~l (~~3 ~~Bj
WEIGHTED AVERAGE:# SHARES ?.2, 1951256 ~21195!256 22tl95,256 .. ~.2;,f]S.428
6ASIC AND DILUTED EARNINGS(lOSS) PER SHARE (ii'.J.O::),__ ;s;o.24 {$4.~7} !.$:1 05}
BASIC ANO DILUTED EARNINGS(LOSS) Peft SHARE
eEFORE WF ClOSING COSTS & CUM EFFECT OF ACCTG
PRINCIPLE CHANGE S0.6:'.l $0.24 ($0.64) ($1.051
(

CONFIOCNTIAL TREATMENT REQUEST BY THCH


OC~-22-sa 15:56 PROH;TRUMP PLA~A FINANCIAL DEP J0:441??51 PAGE 9/15

TRUMP HOTELS & CASINO RESORTS, INC.

Condensed Cof\SOUdated Statements of Operations

(Unaudited)
(In thousands, except shnre data)

3 MONTHS 9 MONTHS
3Q..See:;99 30-Seo-98 30-Seo-99 30-Se~-98

NET REVENUES $403,072 $397.387 S1,080,569 $1,058,296

COSTS &EXPENSES 296.406 306,798 850 364 850 635

£BITDA 106 666 ·~90,5$9 2:lD.205 2oz(§§.L


CRDAJINOIANA STATE & MUNIC OBLJG, 2.528 2.321 7,065 6,463
DEPRECIATION & AMORTIZATION 21,775 21,800 65,613 64,682
INTEREST EXPENSE. NE1' 54,043 53.~71 161,638 159,513
CORPORATE EXPENSES 4,645 3,538 13,103 11,510
OTHER NON· OPERATING EXPENSE 1 669 1.184 S,324 2,065
TOTAL NON·OPERATING EXPENSE, NET --~&@ a2:2-1-4 25~,743 244 433

INCOME(LOSSJ BEFORE MINORITY INTEREST,TRUMP


WORLD'S FAIR CLOSING COSTS, & CUMULATIVE
EFFECT ()F CHANGE IN ACCOUNTING PRINCIPLE 22.006 8,375 (22,538) (36,772)

MINORITY INTEREST !8,048) (3,063) S,242 13,434

INCOME(LOSS) BEFORE TRUMP WORLD'S FAIR CLOSING


COSlS & CUM. EFFE;CT OF CHANGE IN ACCTG PRIN. 13.958 5,312 (14.296) (23,338)

IA.UMP WORLD'S FAIR CLOSING COSTS,


($128,375 LESS MINORITY INTEREST OF $46,947) (81,428) (81.426)

CUMULATNE EFFECT OF CHANGE IN ACCTG PAIN.

NET INCOME(LOSS) (!i671470J $5312 [!992891 !~23 338}

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.

(~

CONFIDENTIAL TREATMENT REQUEST BY THCR 00075


PAGE S/15
'OCT-22-99 1So5S FRdMoTRUMP PLA2A FlNANClAL OEP I0,~417751

TAU MP AT1.ANT1C crrv ASSOCIATES

Condensed Consolldaced Statements of OperatiollS

(Unaudited)

(In thousands)

3 MONTHS 9 MONlllS
30-Sep.99 3Q.Sep=9B 30-Sep-=99 30-Sep-98

NET REVENUES $284,664 $276,855 $748.338 $739,B89

COSTS & EXPENSES 202 617 206441 ;?_76.642 580 771

EBITOA B2,047 70,414 171 796 159.118

CROA 1,216 1,070 3.191 2,834


Dl::PREC IATION & AMORTIZATION 14,704 15.405 44,91 D 45,901
INTEAEST EXPENSE. NET 37,713 37,239 112.962 111,512
OTHER NON·OPERATING EXPENSE \34) 18 ........ 15 86
TOTAL NON·OPEAATING EXPENSE, NET 53 599 53 732 161 078 160 333

INCOME(LOSS) BEFOAE TRUMP WORLD'S FAIR CLOSING 28,448 16,682 \0,7\B (1.215)

TRUMP WORLD'S FAIR CLOSING COSTS ___ J?~,,~75 128 375

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.

CONFIDENTIAL TREAT~ENT REQUEST BY THCR 00076


OCT-22-99 15156 FROM•TRUMP PiAZA FlNANClAL OEP 10:4417751 PAGE 1121/l S

mUMP TAJ MAHAL ASSOCIATES


Condensed Statements of Operations
(Unaud~edl
(tn thousands, except S1atiStica1 information)

3MONTHS 9 MONTHS
30-$ep=99 30-Se[!:98 3o..See-99__. 30-See-98

NET REVENUES $167,662 $16Z104 $436,229 $426,729

COSTS & EXPENSES 1t~,~~P...


__ 116,092 329,62• 326,553

EBITOA(1) $51 .026 $46 012 ~106,605 ~1001176

Selected Statistics:
#of Slots 4.419 4.136 4,278 4,137
Win per Slot/Day $220 $217 $206 $199

#ofTables 149 156 148 155


Win per Tab:etOay $2,979 $4,187 $3,078 $3,528
Table )rop $2$3,155 $328,457 $767,378 $903,011
Hold~!. 14.4o/~ 18.3%> 15.B"k 16.5'%>

#of Rooms Sold 113,422 112.875 327,975 311,sn


Room Rates 597.55 $101.09 $88.47 $101.40
Occupancy o/c S8.6o/Q 98.2°/¢ 96.1o/c 91.3'Yc

(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.

CONFIDENTIAL TREATMENT REQUEST BY TllCA 000/ /


oc:i-22-99 15:57' FROH:TRUHP PLAZA FINANCIAL CEP tD:4417?'51 PAGE 11/lS

TRUMP PLAZA ASSOCIATES


Condensed S~emerrts of Operations
(Unaudoed)
(In thOusands, e:xeept statistical information)

3MONTHS 9MONTHS
2G-!l<>P:~9 30-Se<>-96 30&i;t99 3Q..Se~·98

NET REVENUES $117,002 $114.751 $312,109 $313,160

COSTS & EXPENSES 85 981 90,349 246 918 254 216

EBITOA (1) $31 .021 ,$24,402 $65 191 158,942

Selected Statistics:
#of Slots 4,186 4,204 4,202 4,124
Win per SlntJDay $192 S196 $179 $184

#o!Tahles 94 101 99 110


Win per Table/Day $3,609 $3,002 $2,813 $2,539
Table Drop $177,742 $177,853 $471 ,679 $485,620
Hold "I~ 17.6'1u 15.7°/o 16.1°11, 15.7o/~

# of Rooms Sold 123,298 123,302 344.227 333,863


Roorn Rates $9240 $8.\.68 $83.47 $80.50
occupancy 01.. 95.5°/c 95.5~/.. 89.8°/o 87.1%

{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_

CONFIDENTIAL TRFA1MENl REQUEST BY THCR 00076


o'cr:..22-99 15,57 FROM:TRUHP Pl.AZI\ FINANCIAL (IBP 10:4417751 PAGE 12/15

TRUMP'S CASTLE ASSOCIATES

dib/a TRUMP MARINA

Condensed Statements of OperatiQns

(Unaudited)
(In thousands, except statistic.al ioformal!Qn}

3MONTHS 9MONTHS

30-Sep-99 30-S&P.98 30-See-99 30.Sep-~.~-

NET REVENUE:S $83,487 $81 .756 $223,691 $215,444

COSTS & EXPENSES 63,875 ...§.§.412 181.422 179 376

EBITDA 11) $19 612 i15.344 $42.269 $361068

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

#of Rooms Sold


63.571 64,839 168,831 175,390
Room Rates
$7929 $76.96 $72.65 $70.99
Occupancy%
94.9"4 96.8../.. SS.Oo/~ 88.3%,

{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.

CONFIDENTIAL TREATLIENT REQUEST BY THCR 00019


"

OCT-22-99 l5:S7 FROHoTRUHP PLA2A PJNANCIAL DEP


11:1:4417751
PAGE 13/lS

TRUMP INDIANA, INC.

Condensed Statements of Operations

(Unaudited)

(In thousands, e:teept sta1is1ical lnfonnation)

3MONTHS 9MONTHS
30-Seo-OO 30-5eQ·98 31Hleo-99 !30--Se~99

NET REVENUES $34,921 $38,776 $108,540 $102,963

COSTS & EXPENSES 29 914 33.945 92,400 90.4&!.


EBITDA(1) $5.007 $4.831 $16140 $12,475

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"/.,

#of Rooms Sold 21,875 42,114

Roorn Rates $51 .00 $54.00

Occupancy 0/o 79.3~1~ 52.3'>/,,

{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.

(~

CONFIDENTIAL TREATMbNT REQUEST BY THCR


oooeo
• OCT-22-99 lS,5•7 FROH:TRUHP PLAZA FINANCIAL DEP I0,44t7'7St PAGE 14/15

TRUMP HOTELS & CASINO RESORTS, INC.


Supplemental Information
[Unaudited)
(In ttlOusands)

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

MAR!NA 387 326 1,099 854

INOIAN,~ STATE & MUNICIPAL OBLIG, 925 925 2,775 2775

TOTAL CAOAJINDIANA OBUG $2,528 $2,'.321 $7.065 $6,463

DEPRECIATION & AMORTIZATION


TAJ 19,012 $8,910 $27,571 $27.204
PLAZA 5.692 6.495 17,339 10.697

THCR HOLDINGS 77 67 221 195

MARINA 4,454 4.160 12,880 12,358

INDIANA (INCL JOINT VENTURE LOSS) 2.540 2,168 7502 6 428

TOTAL OEPRECIAliON/AMORT §211775 $21 800 ~65 613 '164.882

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

THGR HOLDINGS 6,065 6,060 18,154 17,982

MARINA 10,525 10,193 31,397 30.436

INOIAN.O.. 694 662 1 899 2,267

TOTAL INTEREST EXPENSE §551876 ~551322 !166178t ~1§§ §72

LOAN COST AMORTiSONO DISC INCL IN INT EXP.

TAJ $848 $951 $2,617 $2.938

PLAZA 424 475 1,308 1,468

TRUMP ATLANTlC CrTY 345 279 1,080 1, t 79

THCR HOLDINGS 269 269 806 806

MARINA(BOND DISC ACCRETION) 1,111 957 3,220 2.761

IN DIANA 37 •.. _:,§ 109 181

TOTAL LOAN COST AIAORT/BOND DISC ~3 034 $2,967 i9,140 19,343

Note: Certain prior year recl':'55ifications /'la11a been made to COtlfOfm to cUrrent year presentation.

CONFIDENTIAL TREATMENT REQUEST BY THCR 00081


·.

oc:r--22-99 15,sa F'ROHoTRUHP PLAZA F'JNANC:JAL DEP J0,4417751 PAGE 15/15

..

~~~~~~~~s.~m~s~ ;~ ~~
...ft~~~~~IA~~:
- - .-- ~;

"

CONFTO~Nl lAI TREATl,1EtJT RFOUFST BY THCA 00002


:;i m,_.._...
"' OPEW\TING RESULTS FOR nlE NINE MONTHS EHDE:D SEFJ'EMSER 30, f999 ANO 1998

""'
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%

.
~

3,037 J,421 11..2% 3,578 539 15.1% ~


H
Mafketng!EOOl:itainmenl
GamJng Tax & Regula\ory Fees
9.559

.....
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%

18.6% 1a"" 16.6.. 2.IJ ...


2.0 " '
CIIDA
"""""'"""""
$1,099
(563! "'"
i55J}
$245
QO)
23.7%
5.4%
·=
i 3821
S174
@!1~
.,_...
16.S':ft

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~.

t'"~ .;;, ~~ ..­


L
"'"'" TRUMP~A
OPERATING RESULTS FOR T»ETHREE MONTifS ENDED SEPTEMBER 30, 1999 AND 1998.
•w
STATEMENT OF OPERATIONS
(OOO"SJ 0
m 0
ITT
0
"'
.
Varianca to 1998 Varfanee t0< Badget

"'z Favoi abld{llnfaVOI able} ~Untmlrabfo)


...

99Adual 98Actual 99Budget



-- ":0
REVENUE:
T..... $2<1,401
54,295
$20,837
52.502
($43$)
1,793
-2.1%
3.4%
$20,593
SS,611
($1921
(1,316)
-0.9%
-2.4%
,_
0 0 0 0 0 >
"""'
0
649
0
992
0
j343) -34.6% 680
0 0
i31) -4.13%
•,_
TOTPJ...CASINO $75,345 ----$74,331 it.014 1.4%' $7ti.&M. ($1,539} -2..0%
~
w
5,IJ47 57 1.1% 5,015 0

""'""'
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%
~

Mvertis!ng i.cas 1.710 615 "'"'


"'°"
4,42$1
1,329
(1,Dnl
234
-Z4.J%
17.6%
<
,_

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 GROSS OPERATING INCOME BEFORE

"
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%

m MARGI!! 23.4°4 iS.7~'• 4.7 pis 20.6'4

'
[ii 28 ""

"'

• NOlE:: Interest lnoome is included In Olhcr-R6'1enue.

~
­ 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
'

TRUMP PLAZA ASSOCIATES

FAX COVER SHEET

To: FAX# 7926

FROM:

DATE:

PAoe:s: (INCLUDING COYER SHEET)

COMMENTS:

B:'U.Mwi.ALJ<. AT Mlfwiieall"f"I
A'ru+mC Cln', NJ 0840 I
~!!:: IBOiOIJ441-7Q51
FAX1 (QOQ) 44 I ·7Q57

CONFIDENTIAL TREATMENT REQUEST BY THCR 00085


,,,
.,
--
OCT-22-s;i l 1 '49 FR011,Tll:UHt> PLAZA FINAHC!Al. DEP J0,441?151 J>At::J;'.
COMPAAATM;: GAMIHG ""-'L\'£1S: {SOOO°'/ •U"-fll ~

"" TASle DRO~



"
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7,• 19.~
Cll:EOITI

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!<1.l...
14-~
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2~.ea:l $.S<r.
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SIMULCASTir~t'i
KENO Wiil
ZT,74~.2
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~1,677.7
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...
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
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TOr>.lWi>/
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7~.222-5 2l.'Z'4 11.e,,
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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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POKIHI WIN 131,7 ·l~.;<11,

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1~~-6. .2. .
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SIMl,;l.Cl<STl~G
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TOTALWUl
11'1.IL! t:ROP
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2S.6.15.1 11-2% 4.1 ...
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llENOWIN O.C'Jo
lOlAI. Wifl 13,Q1(;>2 13 41$.(; 3.7..
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s.a'4 lQ,l"'6_0 24.3'!0, -6.3...

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SAN CS 12.400
~_$~~-1 n.111, $,1285 13.~%
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n.~no 5 ~,. 1),55\0 (~ --0,3111
SLOT WIN
POKER WIN <MO '00' "' "
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Sl/l.U~CA$Tl~G '"'l.9ll
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SIMULCllSTl~Q
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TABLE WIN
$t,0TWll'I
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....,,.
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TA01.EWIN •' '" 51'.01/ll
e.825 3
J6.0'll.
14-6"4
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SIMUl¢A$TIJolG
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f<JLTON
KENO WIN
TOTA\. WIN
IAeLE CllO~
TA!>~EWI.~ •• "
32.~>72

M,2'.l!I~
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10 l'I!.
18.!'1>
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S1.itJlCllSTING 000 1115.1 Cl.1) 4.1""'
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z.l.271.6
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• 39.('fJ•'-1
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'• "
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TAOlEWlN
111.0TWIN <l'.119
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11.611 4,457_9
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PO)(Ef\WlN
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4,8741
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INQllSTRY TABLE DROF' l)IS.4SS.9 100.0% 1>3l.OO't,4 ~" 1000% (14.37511 -2-3"'
"4.17~.9
"''
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SLOT WIN
1'0K5RWlt/
SIMlltCASTINC:.
K(N{lWIN
TOTA!. \NIN
311,J~ 141.COO.~

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100.U'\lii 241,21oe
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I ocr~22~ss 1 l '51il F~Qtt,TRUHP PLAZA f'INAN~ll'IL 0£1' ID,441??$1
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TA~l.E WIN
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11.511.
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1999

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POKE!l:Wll~ ' 4.;<21 40'l'.~
0.0 "" "'
0.0 "'"
$1MULCA$TING
"OD "'' 00 '""
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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

W.::01&'~ '"' ''"""'


:r.!7,679.5 \Q.1% 11.2'!1.
SLOT WIN
' '"' fil:~l
"''
PCKERWl'I ·1,6%
SIMl,ILC;..l.'i;TING 1,203.7 1.2248 ·1.7%
u;~_g

,,.. ""
KllNOWIN 1.at~.l 9.6',1,
:r.16.211.ll

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,,'
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SLOT WIN
OFIOI'

POKEl'l.Wlt.I ' 4,0\1


589.•e,_c
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18.9'111
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12.0% 624.52'3.l
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t,4l2.~
15.2%
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12.1%
64,ll'll0,7
1a,m>.2
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11,7':1.
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S1MUlCASTINO 1)193 I \,WT.4
t<ENOWIN 6,31 101 ~ J06:.li -9.1%
~11,ISOS 4 357,ll'f,5 rn, 11.11 5.5':(.
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32,00$.$
11.t'!'o 4.1% 244.967.4
33,.WQ.1
14.0'1.
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TASl!iWIN
~1617
!UJnS_\I 4.:% 95,~~ ~.4~
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SLOT WIN 2.001 12•007.4
t)'lC~O
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S.S'\ S,Ofti.S
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1~ a11. ..J,2(>1111 ;4.A
TNlLE:WIN
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112,iJOO
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0.11.
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POKER WIN
Sll,1U~C"1$T:!oiG 1';~5·J
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49.6
(3.'il)
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tOTALWIN

rAaLE oaor
" 11~.~4
" 153.76-1 ~
(Ml.Bl
(1J,!:l5.&1 ·1.1%

TA.JMlllW..
TAB'.EWIN
$L0TWIN
POl<EllWIN
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4,315
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1~4.400~
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1•$01.6
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TAf'llEWIN
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H.9'1>
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17,291.&
m.!91.a 10$1'
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4.lXiS.O
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SLOTWll'I
f'OKCPWll'l 00
379.3
o.o 00 "'
$1MULCMT1HO
KElllOWIN 0.0
2.'7_2542 "'"
274,Jl1l
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tOTALWlN
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POKERW\N
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' 3,675
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210.110 1
7,911>2
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313.0 '·,.""
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1,061:;
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71,5-.Q.~
121.'51-C
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219,29'12
n.• £1,1)
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195,Jl\_$

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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

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SHAULCASTtNG 1.~~ 1.1!11.1
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(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

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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
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CONFIDENTIAL TREATLlENT REQUEST BY THCR 00007


OCT-22-99 13::.14 FROH:TROHP PLAZA FlNANCIAl, DEP ID:441"1?51 PAGE. l/S

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FAX COVER SHEET


-
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FROM:

DATE:

PAGES: (INCLUDING COVER SHE:ET)

COMMENlS:

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m
'
<:< Trump Plaza Hotel & Casino
Industry Comparison
,:c
~ 3rd Quarter 1999 Actual vs. 1996 Actuals g
0
< ($000's)

1999 1998 99198
Actual Actual Variance- Var% ~
=

Industry Table Drop 1$2,141,1591 1$2,000,091 $51,068 2.4% ~

Plaza Table Drop $177,742


I! $177,853 ($111. -0.1%
~
"

m
Plaza Table Marlcet Share
J
8.3% I B.5% (02).pts
·
i:
o
~
<:'
Industry Table Units 1,189'
l
1,242 (53j
i
-4.3% ~
~
<:' i
0 Plaza Table Urllls 94 101 (7~ -6.9% ~
• Plaza Table Fair Share 7.9% 8.1% (0.4).pts ~
• Plaza Efficiency 105.0% 104.6% 0.5 pts ~
w <
c w
., Industry Table Win• $320,017 $322,934 ($2,917 -0.9% ~
< Pla:ra Table win• $31,116 $27.812 $3,304 11.9%
~ <
~ Plaza Hold% 17.5% 15.6% 0.7 pts ~
"' Industry Hofd "k 14.9% 15.5% (0_7 pts ~
< 0
~ Industry Slot Win'' $634,170 $791,835 $42,335 ~~.3% ~
•" 0z
• Plaza Slot Win $74,913 $77,444 ($2,531 -3.3% u
s Plaza Slot Marice! Share 9.0% 9.8% (0.8 pis
~
I 36,205 I I
LI
;: Industry Slot Units 36,021 I I 184 I I 0.5%
0

"" Plaza Slot Units 4,188 4,204 I -0.4%


~ Plaza Slot Farr Share 11.6% 11.7% pts
;; Plaza Efficiency n.7o/o 83.8% pts
"

~ Total Industry Casino Win' $1,154,187 $1,114,769 $39,418 I 3.5%1

~ Total Plaza Win' $106,029 $105,256 $773 0.7%

"'f<
u

' ~- '
. -~
o• •
'....___..,
"''
"' Trump Plaza Hotel & Casino

0
~
0
w Industry Comparison
0
0
< 0
YTD 1999 Actual YS.1998 Actuals
• ($000'•)

1999 1998 &91111 =


Actual Actual Variance Var% .
0
=
>

r-·3~ ."'
Industry Table Crop l$5,738,708J )$5,753,104) -0.3%

-"'' Plaza Tabla Drop


Plaza Tabla Marl<et Share
$471,679
8.2%
$485,620
8.4%
,941
(0.2 pis
-2.9%
"w
0

-••' Industry Tabla Units 1,189 1,248 (59 -4.7%


0
w
=
.
-
"

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

"< Industry Table Win'" $883,258 $877,957 $5,301 0.6%


._,
=
Plaza Tabra Win" $76,078 $76,117 ($39 -0.1%
.•
u
•< H

•w Plaza Hold% 16.1% 15.7% 0.4 pis z


w
Industry Hold % 15.4o/o 15.3% 0.1 pis 0
<
N H
< ~

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
"

Plaza Slot Fair Share 11.7% 11.7% pis


M
Plaza Efficiency 76.9% 83.8% pis
"

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

..•
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World's Fatr Ow.ir;g
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128.375
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0
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128.375 !l-(J~
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••
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128,375 0.0%
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MARGIN 26.5% 21.1°.4 5.l i,.li> 24.1'% 2.3 pis


M
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Operating Rll~lls for ltraHltle Months Ended September30, 1999 Mid 1S5B
S! atemenl of ~..,tl<ms. •0r
( l!C0'1.)

">
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
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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%

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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....
~
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"

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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

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Pr~lt)' Tu, Rem & lnwolm.e
26,737
11.317
?6.774
.,.,
17)1-37 "
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0.1 ~~
2.S"';I.
2$.352
16.934
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Alkiw;J.rii:a-Oouttful Aiecunb.
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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%

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TOTA1. OPEAATING EXPENSES

GROSS OPERATING INCCME


;376821_

!$&4,29'1'}
.£~
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__ {U.!!J~l
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{$128.611}
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•a Wolld'a Fa1r Cb$1ng 126,375 0 i2B,J75

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0.0% 0 128,375 0.0%


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lnte<e51 lrn:otne ----~~
(SO)
1,5a~ 1.226
--.--f2m
0
'''"
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1,311
0

!454~
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212%
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--~
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m MARGIN :l0J'.l%. 188% ~t pl& 19.8%


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l'l Trump Taj Mahal Casino Resort


Industry Comparison

b~4~)"
M
Three Months Ended September 30. 1999 vs. 1998
~
~
0
{$000'>) 0
2 0

1999 1998 99198 %


Actual
:------:i
A~tual Varlant:e Variance
---- - "u
Industry Tab~ Drop
Taj Table Drop
~l4l,l591I

! 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

Taj Slot Wi.n •• 586,832 $6,095 1.0o/~.


~
Taj Slot Market Share }l.14%· 10.97o/a 0.2 Pts "z>­
H

Indu$lry Slot Units 36,205; 36,021 184 0.5% w

·u !

u. Taj Slot Unlts 4,419 4,136 283 6.8% 0


0 _-,,: ::.: H
Taj Slnt Fair Shan l2.21'Y01:
I
z: !::;, ­ 11.48% 0. 7 Pts ~
~~ ~ Taj Efficiency I i z
~
co
~~
-; n
'Zi-
.~
!
,a :3
£
9t.>% 95.5% (4.2) Pts
--·-- 0
u
~
:. :! 8 0.. ... Total Industry Casino Win*
Total Taj Win *
Sl, ll4,769i
5146,540 \
[ $39,418
- ($12,689)
113.5%'
-8.?%"
I

:.'! • Euludn. pe>Ur, kcoo & 1imuknl'iot "l't"Ufl

"'
~ •• 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

1999 1998 99198 %


-----:i

Actual Actual
-.--··--· ,-·
Variance
·--- . --- Variance
":u
·1
"'

Industry Table Drop $5,?JS,708, $5,753,!04 ($14,396) -0.3% r


Taj Table Drcp $7&7,378 i $903,012 {$115,634) : -12.So/v >
Taj Table l\larket Share 13.72""/o 15.70% (2.0) Pt9 : ' Q

Industry Table Units l, 189 1,248 (59) -4.?o/Q ~

Taj Table Units


Taj Table Fair Share 12.45%
148 155
12.42%
(7)
0.0 PIS
-4.5o/tt; "'w
0

Taj Efficiency l 10.2o/. 126.4% {!6.2) Pts 'I 0


w
Industry Table Wl11 5883,258 $877,957 $5,301 0.6% "
~
Taj Table Win $124,406 $148,906 ($24.500) -16.:5% z
(b) w
Taj Hold o/., 15.8% !6.5o/n (0.7) PU
(6), ~
:tb) industry Hold o/., l5.4o/o l5.3o/u 0.1 Pts r
{7) ~
w
:(C)

Industry Slot Win *• IS2,258,0301 $2,162,736 [ $95,294 4.4o/., "


~

• Taj Slot Win *" ! $249,775. $232,130 i $17,645 7.6o/., -'


~

Taj Slot Market Share 1 ll.06% 10.73% I


0.3 Pis H
r
lodustry Slot Units 35,943 35,283 660 l.9% z
Taj Slot tJnlts 4,278. 4,137 141 3.4% w
"­ 0
Ta! Slot Falr Share 11.90% ) l.73% 0.2 Pts H

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

~..la:ina Sot Uotts


Marina Slot Fe!r Share I 2,123
5.9%
2,'701
8.0%
{47)
{O. t) pis
-2,2%

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%

I f..1artna Table Drop


jt..1arina Table Market Share
362,134
'5.3% i
345,316'
6.0%
16,816
0.3 pls:
......, "u
x
~

lmdustry Table Units 1,1891 1,248 (59) -4.7%!


~
m
• I ~
:Marina Table Units a1I 92 (5) ·5.4% ~
w
-Marina Table Fair Share 7.3%/ 7.4% lll.1) pts ~
0
w
Marina Effici£ncy S6.3% 61.1%' 52 pis I
• "
~
lnduslry Table Win $883,258 $877,957 $5.301 ll.6% z
w
~
Marlna Table Wm 55.411­ 53,442 1.!169 3.7% ~

<
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

Marina Slot Units 2,145 2,163 (18) --0.11%


Marina Slot Fair Share 6.0% 6.1% (0.1)p!s
Ill 1Marina Efficiency
N 111.7% 111.5%'. 0.2 prs
~

---'
Total lndus11y casino Win $3,141,28B $3,040,693'. $100,595 3.3%
i
~ TotatMarinaWir. 207,795 199,9841

7,811 3.9%

~ Not&: -Table win 3nd SlOI win-are riport6(t BtFORE accruals.


Exdudo.9 Poker. KeJ'\O .a net Slmulca;sling Win.

.. . .·-:-:.~
\...._,

~· :'
" oc-r'-22-s9 t6• l7 FRDM•'l'RUMP PLAZA FINANCIAL CEP ID.44171!.il PAGE 1/3
0
l~'. '

~ '

TRUMP PLAZA ASSOCIATES

FAX COVER SHEET


To: IL"_'"_'·_''l_''_"c_i_______I FAX# 7926

FROM:

DATE:

PAGES: (INCLUOING COVER SHEET)


COMMENlS:

~.IJ' I lll:Utz Z, i
A'ruHTic 01Y. NJ 09401
( ~ (609)441~7951
F'AIC; f6'.>Gl) 441~7057

CONFIDENTIAL TREATMENT REQUEST BY THCR 00097


.
; '
ocT-22-99 16•17 FROM·TRUMP PLAZA FlNANCfAL O&P 1014417751 PACE 2/:J

"".... .
( ~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 • " ......... ' ............... .

Acx::ruod i.otc.r:c:st pay.able , •..•• , ...••• , , , •.•••.•...••. , .•.•...•


3,4&2
83,216
24,37~
$ 4,$13
110,221
60.938
Total Cw:tt::nt~c:s .....•.....•................ , .•.. , • 111,073 175,672
LONG-nmM: DEBT, net of CUtl'¢tlJ: niaturitks .....•••...•••••......• 1,299,217 1,3-02,372
01l!ER LON(; 'TERM LIAB!LITIES . .. . . . • • . . . . .. . . • • .. . • . . .. ... SSj7 _ _l.,lli
rot!l Liabilities .••.....••..•...•.....•....•...•..••.•••.• 1.415 847 l 483 60I

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

CONFIDENTIAL TREATMENT REQUEST BY THCR 00091:1


.'
'I. oct-~2-99 ~s;.17 FROM1TRUMP PLAZA FINANCXAt. OEP I0.44)?7Sl
PACE

TRUMP A'IUNTIC Cl1Y ASSOCIAll:S A1<D SllllSIDWUXS

CONDENSED CONSoUl!An:D STA'll:MENTS OF OPERATIONS

FOK nu; THKEE Ai.'D Nl!o: MON'IBS El<l>l:D SUI"EMllEIUll, 1'98 A."111 1999

( (ernfitc ii)

f.. -·•ols)

Tm<Moatbsli:adcd Nime MOl.l.W ElMled


~et:obcr 301 ~!m!;ha-30.a

RE'll'.NUES:
1998
= 1998 !!!22

Go.miI>g ••.. ...... .. .. . . ... , ······


"' s 251,680 $ 241,324 s 672.339 s 662,243
lWoms ..... . ' . ... . . .. . ....... ..
' ' ' - 21,851 22,457 SS.479 ,7,7SIJ
Fcxxf and~, 30,047 29,170 83,146 80,540
°""" .......... ............
'..... '........... '.

... ·.··············

... ...

2062 27 lt~ 24 30~ 42 3~!!


°"""-..
Less -Pnmxitionat allo~
,
........

' 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

COSTS AND I;XPENS<s:

Gamiog " ... " ........... " .. " ....


l~.654 143,493 409,461 401,1.81
!<= .............................
7.686 1;r76 21,356 21,8'32
Pood:md-. ...... ...........
10,027 10,037 28.300 28,310
Geuc:ral and~ ' ......... '
43,093 43,508 124,390 128,)15
Tnm:q:i World's Fair OQSi.a; Costs. , .•.•..
1~)1S 128,37'
Depreciation and knortization ........
15 474 I4J41 46~~ 44 910
--la,Z.934 :346 925! 622,m _m.Jlll
( l=m<!rom~ ' . . . . - . ..... ' . S3 ?21 (62-266) 110 297 <5 Q&))

NON-OPEMTlNG lN<Xl!<\E AND (EXPENSES):

~income ...... ' ... " .. " .......


1,236 881 4,4&2 2,369
~-·················
Non-oper.nnig i.Poome , ••••..•.• , •..
.... (38,475) (.!8.592)
lll
(115,994) (l!S,331)
385
Nou~~.nd: (37 239) {37 661) {[11.512) <112 STD

Nl!T INCOME (LOSS) . . . . . . . . . . . . . ..


' s 16682 ~ !22 !l:lll ~ 11 2l:V s tl l:Z §~Z)

( 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

Name I Comnao". I Phone


(b1(e).(l )Ci l(C) (b)(o) (ri){ 11(\..')
Bear Steams
MFS Investment
Alt Glazier Co.
Lord Abbett
Putnam Investments
Private Investor
PU Asset Ma.n=tll:ement
Fidelitv Investments
US Bank
Whinnoorv,rill
Prudential I
Re1.:iment Caoital
Indosecz Capital
AAL Caoital
Jeffries & Co.
Con.~eco
--­
John Hancock
South Coast Caoial
----· I
Ellio<t & Page
(

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

CONFIDENTIAL TRFATMENT REQUEST BY THCR 00100


ei/~511335 ~~:35 CC'.3 PAGE 02

H ' .,~
CONFERENCE CALL SERVICE
• ~~P•Afff.

ib)(6) (~ii7)(Cl {bH15J,1b){7)1C)


Sheffield Coro.
Seli~an & Co.
Clf'!von Caoital
DU
Deutsche Bank
._ID.ton Partners
OTA Limited Partnershin
Gabell1 & Co.
Peltec
Merrill L""ch
EG's Plrtners
Jrurnp_Pl:iz•
Prudential Securities
Trump Hotel
Penny Group Investment
Grant Chester

-·\Vaddell & Reed


T. Rowe Price
Golde~ Sachs
-·--­
Pin1oco
Drevfus
KF Caplt;).l
First AJbnny
Nomura
Murray Caoital
Colonial :V!anai:zemeor
.A..merican Express
Donaldson Luffkin
Imnerial Canital
Aspera Canital M.,.,...,t.
Marcus Group
Merrill Lvnch
CSFD
Bear Steams
Ehl Securities
North East Investors
The Marcus Group
Private [nvestor I
State Street Global Adv.
Credit Swiss First Boston

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

CONFIDENTIAL TREATMENT REQUEST BY THCR 00101


~.i711''5/1'3'35 '22:15 '38831 78.Si33 PA1!E 03
';i

{b):6).:b){7J(C) 1b)(6) (b){7J(C)


Lelunan Brothers
Putnam Investments
-~l:!..0Jnro
Leader
Wardell & Reed
Pil~rim Investment
Solomon Smith Bamcv
Wilke Floor & Galta"'"'er
Marlon Grol.ln
Bear Stearns I
~~.~1~.~ tnvestors Svc.
Bank of America Sec,
Tavlor Canit:il ~1::tna1?eme:nt I
Tavlor C<lnit3l ~{"mt.
Loews
Rice, Hall, James
AC Press I
Prudenti:i.I I
ClBC World ~arkets '
!?-~~.;~£b.e Bank

'
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

CONFIDENTIAL TREATMENT REQUEST BY THCA 00102


NEWS RELEASE

For Immediate Release; October 25. 1999


For further information, contact: Nicholas L. Ribis, President and CEO (212) 688~0190

TRUMP HOTELS & CASINO RESORTS

THIRD QUARTER RESULTS

EBITDA INCREASED TO 5106.7 MILLION VS. 590.6 MILLION IN 1998

NET PROFIT INCREASED TO 63 CENTS PER SHARE

VS. 24 CENTS PER SHARE IN 1998

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."

725 F1'ft)i,".ver.ue •Ne•..., York. ·"Y 10022 • 212-891-ISCO •tax 212·688·0'397


'.

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

HOLD% 14.4o/o 18.3~{, 15.8~{. 16.5~{,

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

FROMOTIONALALLOW (18.4) (18.0) (48.3) (50.6)


------ ------ ------ ------
NET REVENUES 167.7 162J 436.2 426.7
-----~ ------ ------ ------
OCCUPANCY% 98.6% 98.2% 96, 1o/o 91.3%

COSTS & EXPENSES


GAMING 85.4 84.6 237.2 2370
ROOMS 3.7 3.9 11.7 11.1
FOOD & BEVERAGE 5.3 5.0 14.4 14.4
GEN &ADMIN 22.2 22.6 66.4 64.2
------ ------ ------ ------
116.6 116.1 329.6 326.6

EBITDA 51.0 46.0 106.6 100.2


====== =====::=:: ==:::::::::::;;;;:;;;;;;; ;;;;;;;;;;;;;;;;;;:::===

CONFIDENTIAL TREATMENT REQUEST BY 1HCR 00100


·;"' "

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

HOLD% 17.6<!'0 15.7~{, 16.1o/o 15.7%

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

PROMOTIONAL ALLOW (17.0) (17.8) (46.5) (47.8)


------ ------ ------ ------
NET REVENUES 117.0 114.8 312.1 313.2
------ ------ ------ --~---

OCCUPANCY% 95.5% 95.5o/o 89.8% 87.1%

COSTS & EXPENSES


GAMING 58. 1 62.0 168.3 1'f2.5
ROOMS 3.5 3.8 10.0 10.3
FOOD & BEVERAGE 4.7 5.1 12.8 13.9
GEN &ADMIN 19.6 19.4 55.8 57.5
------ ------
86.0 90.3
------
246.9
------
254.2

EBITDA 31.0 24.4 65.2 58.9


====== =;::;t.==== ====== ======

CONFIDENTIAL TREATMENT REQUEST BY THCR 00109


(
MARINA
3MOS 3MOS 9MOS 9MOS
99 98 99 98
REVENUES
TABLES 20.4 20.8 55.4 53.6
SLOTS 54.3 52.5 14$.4 142.9
POKER.KENO.RACE 0.6 1.0 1.7 1.8
------ ------ ------ ------
GAMING REVENUES 75.3 74.3 205.5 198.4

HOLD% 15.1% 15.7% 15.3% 15.5%

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

PROMOTIONAL ALLOW (10.6) (11. 7) (28.5) (29.7)


------ ------ --- ------
NET REVENUES 83.5 81.B 223.7 215.4
------ ----~- --~--- ------
OCCUPANCY% 94.9'ro 96.8% 85.0% 88.3%

COSTS & EX?ENSES


GAMING 43.5 46.7 124.9 125.6
ROOMS 1.0 0.8 2.9 2.4
FOOD & BEVERAGE 3.5 3.1 8.1 7.4
GEN &ADMIN 15.7 15.8 45.5 44.0
-~---- ------ ------ ----~-

63.9 66.4 181.4 179.4

EBITDA 19.6 15.3 42.3 36.1


::..\===-= ====== ====== ======

CONFIDENTIAL TREATMENT REQUEST BY THCR 00110


r,.

"
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

HOLD% 16. 1% 15.4o/o 16.6% 15,9~~

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

PROMOTIONAL ALLOW (1.2) (0.2) (2.2) (0.5)


------ ------ ------ ------
NET REVENUES 34.9 38.8 108.5 103.0
------ ------ ------ ------
OCCUPANCY% 79.3~{, 52.3%

COSTS & EXPENSES


GAMING 23.0 26.5 69.3 70.1
ROOMS 0,6 1,5
FOOD & BEvERAGE 1.3 0.9 3.7 2.5
GEN &ADMIN 5.0 6.5 18.0 17.9
- ---- ------ ------ ------
29.9 33.9 92,4 90.5

EBITDA 5.0 4.8 16.1 12.5


====== ====::== ====== :;;;:;;;=::===

CON~lOENTIAL TREAlMtNT HEOUESl BY THCR 00 1 ·11


' ". .

(
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

GAMING REVENUES 350.3 364.2 972.5 971.9

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

PROMOTIONAL ALLOW (47.1) (47.7) (125.5) (128.6)


------ ------ ------ - - - - - -
NET REVEi\UES 403.1 397.4 1,080.6 1,058.3
( ------ ------ ------ ------

COSTS & EXPENSES


GAMING 210.0 219.9 599.6 605.1
ROOMS 8.9 8.5 26.0 23.7
FOOD & BEVERAGE 14.9 14.0 39.0 38.2
GEN &ADMIN 62.6 64.4 185.7 183.6
------ ------ ------ ------
296.4 306.8 850.4 850.6

EBITDA 106.7 90.6 230.2 207.7


------ ------
------ --~---
====== ======

rnNrrnFNTIAL TREATMENT REQUEST BY THCR 00112


." •

,' ,
.__w:rli6).(b)(7!1C) - CD k Q v, 1-0 c,., s
'!;1"'- °"" cJ ;:: pRo.Cb e \~

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- - - - - - · - - - - · - - - - - --·---~~~~-
sfrk__ ---------------- - - - - - - ­

CONflD£NTIAL TREATMENT REQUEST BY THCR 00113


.,,
.
.
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CONFIDENTIAL TREATMENT REQUEST HY THCR 00114


(

,g,.,~..,...~ ;d~ /.;,,_it 1


'vi- _,,N~~ -;
Io.clY9e0 in other revenue is (he receipt of assets under the termination of a lease recorded at Fair

Market Value based upon an appraisal.

CONFIDENTIAL TREATMENT REQUEST BY T~CR 00115


NDV-18-1999 15=29 T:<UMP 212 689 0397 P.01

..

'

Trump }lo1te1s & Casino Resoll"ts


725 Fifth Avenue

24th Floor

New York, NY l 0022

Telephone: (212) 891-1500

Fax: (212) 688-0397

FAX TRA.c..,SMISSION
(b)(6J,(b)(7)·:Cl

To: l
~~~~~~~~~~

Fax: _ _ _ _ _ _ _ __ Pages: , including cover sheet


(b\(t ),(b): 7)\C)
From:

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.

CONFIDENTIAL TREATMENT REQUEST BY THCR 00116


NOV-18-1999 15:30 TRUMP 212 688 0397 P.07

TRU\CP HOTELS & CASINO RESORTS, IHC.


t¢nd~~M Conwlid..tM $~t:< ol Opel'tllion!

(lJnnln'lit~I

(Jn lt\oul'AU'Ulr:, "t;ti'flf $1"1.te dt11!.ll)

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:

NET flC:llENUES -~"O'l.On. $._jg1.3a7 .•; 1.0Bg.,~.§~ S1 .OSS,296

COSTS & EXPENSES


GAMING i2~C.C<l0 $'219,921 $.'i95.4Sj ;fiOS,126
FiOCMS G,90G G,470 26,117 2J,7JO
.C:OOD a. 3EV€FlACC 1<1,!l:{)! 1'.l,9B9 ..0,175 ::itl,:99
GE.NE~!.. & •\tlr-.tlN ,.:1,5S6 ~41B iee.$1.9 18:?571

TOTAL. EXPElllSES: $MB.4tlS $'.JCG,799 $850.36' $550.535

esrroA f,10&.6iit ~o.ses 'S2S0.20S S207.Gii~

:;A:;>MNO:ANASTATL': ~ ML.'~.'IG CBI.JG. S(..526 $~..'.ll!I $7,0&S Sli,.ie3


OEPR!::CIATlON n, AM0t1i'ZA TICJN 2•, .200 65.613
l~TaREST INCOME
INTEREST EX~ENSi:.
21,7'/'5
(1,8;3.';)
~S.876
(2.019)
55.390
(S,14S1
1(l6.71>!
'""'"
(7,l~S)
166.€>79
C011PO~.A.:1"'1! El<PE,);SES
OEVELOPM~NT COSTS '"" '·"''"
tAtC
13,103
.:i.0:70
11,!!ilO
1 07;$
OTh'liR NONOPCR EXPENSE

TOTA!.. NON-O!'"ERA TI~G f.XPl!NSe, NET _


'"
Se4 SliO
'"
$1$2~1~
'J.O!i4

$252 '/•) 5~44


I!!'
43:'!

INCbME{LOSs) BEFORE Mlt.IORli"( ll1fTl':RES'f,

CUM E:ff"ECT OF 11,CCTG PRIH CHANGE.I. WFCLOSING. $~.QQ[;i $8,375 1$22,5.'lB) (S36.n21

MINDflllV INTEREST !6.0(S] p.063) 6,242 -22ili..


INCC>til:E(LO'SS\ l!ER'.'lRE CUM tF'FJ.:CT OF .\CCT(l PRl'M

CHANGE,& WFCL0$1NG JJ.958 5..":12 (14.<!96) (2j.ljQ)

TIUJMP WORLD'S rJlJR CLOSING. Nl!T OF ~INORITY WT [Sl."291 ($1,.t28)

CUMULATIVE EFFEcr Of 4CC'TG, PRIM Ctt.4NG1'.;

NET !NCO"°'E(L.OSS) -1!2~70) §~a12 (~~1~i


" !!:~:i3el
WEJG.tfl'l:tl AVERAGE Ii SHARE'S ~'.~.~~.~ ..?f t9S.:!S6 ~.T9.5.2S6 ~2~6.~i.
04.S!C ANO Dl'l.UTEO t:AAHl/</AA(l.OSS) Pf:A SHAAI:! ~.04] ,_... ~~4 li44~ JZ1 .Ofil
BA.SIC A.ND Olll.ITEO t;ARWl!'llGS(LOS"S) PEFI $1-lll.~S
Bff'Ol'U! Wf' CLOSING COS'T'S &. Cl.JM £f::FECT OF 11.C¢.TC.
PR!NCFLE CH'AHGE !:,O 6J ~C.24 11:0.&4.) ~~1,05l

CONFlOENTIAL TREATMENT REQUEST RY THCR 00117


NOV··iG .. 1995 15=31 TRIJ~?
212 GBB 0397 P,08

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Ei::! ·-j'"' 5.i;::c. _ ....

~-· •s "' ti:: $' li'i


;";oul;w

~jj ~~

CONFIDENTIAL TREATMENT REQUEST BY THCR 00118


t:

1JUIMP HOTELS & CA.'!INO RESORTS


"
COMPAAl!lO~ OF EXPEHSD
j!N lHOIJSANOS) "''
p
<D
p

18

ron lHE. QUAmEn ENDED FOR THE NINE MOMTHS ENOED


"'l'.!
f"OR THE QUARTER ENDED 'O!l/41ltS9 39/3"'93 VARio\NCE 0.'1/8ll/9j 09130198 VAAfANCE EXPLANA1IONOFVARIAHCE
lEOAl-JtC ISSUESl'GENR!:P
PAYROU
$t070 •m.,, !S343)
13"1
$:!.432
2,6\7
$2,4~\J
,..
{$1,002) MtAAGE LAWSViT
SEE NOTE BELOW
0
"'
,,. .,.
2.881
0
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ADVE:RTISJNG
lttl OTHEP. 2.2'J~
"
,<'_,_([!>l
12-<'4)
12.!Zl U.2ll ....."' (500}
l2ll)
CORPORATE ™GE Al{.QC BEGAN \Q.IOO
TilAVEL EXP. AfilNUN..AEPORT
~

. "
c TOTAL COAFORATE EXf'ENSfS
""'•
4,&I~ (1, 107) 13, 1C3 \1:;~io {1,693)
m
z
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DEYELOPM'ENT·CONtl
OEVELOPMENTJt.080.YIHG·KG.NY, PA, ETC
'51

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(551)
..... ........
f,58t
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\pgBOEFERREC EXP
KM'SAS CITY

r
Nt:W f:"L\tll t'\V'";eQ IN tl!dJ>•
"""" = 01.ua 113.llll
-< lii::)\6),(bX7)\CJ /:'-LOCATION TO NEW YOrlKOFflCE
~
IAUOCATKl
,,.'" ((b¥61 ib'!T!lC! TOEXECUT1VE OEPARTMENT

-< RE"AtlOCATlON OF$90C,OOOFROMEXECUTIVE OEPJ\RTMEITT lN JUNE tSSH "TOlHCA HOLDINGS


~
PAtlTIAL.tY OFFStl l~'CAEASfS iN PAYROLL FOR NEW EMPLOYEES IN 1398
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TRUMP 212 G88 0397 P.10

TRU'IP HOTELS & CASINO RESORTS, INC.


CQndcnsed ~nsolida1.ed Statements ot Operations
[U... vdlted)
(In thoosat1ds, except shart" data)

3MONTH$ 9 MONTHS
30-Soo-99 30-Sei>-98 30-Sel>-99 ~

NET REVENUES $403,072 S&l7,387 $1,080,569 $1,058,296

COSTS &E;(P!:NSES 296 406 305,798 8SO 36< 850.1>35


EBrlUA 106 E61$ 90$89 230.205 207 661

CROMNOIANA STATE & MUNIC OBUG, 2,528 2,321 7,065 s;1S3


DEPRECIATION~ AMORTIZATION 21,775 21,llCQ 65,613 64,882
INTER!:ST EXPENSE. NEI 54,043 53,371 l$1.S3.8 159,513
CORPORATE EXPENSES 4,645 3,538 13,103 11,510
OTHER NON· OPERATING EXPENSE 1.669 1.184 5.l24 2,065
TOTAi.. NON-OPERAnNG EXPENSE, NET 1!4,660 82.214 252.743 244."33
INCOME(LOSS) BERlRE MINORITY INTIOREST,"1!1UMP
VIOALO'S F.A!R CLOSING CCSTS1 & CUMULAllVE
EFFECT OF CHA?.fGE IN ACCOUNTING PR!NCIPlE :22,005 8,375 (22.538) (36,772)

MINORflY INTEREST 1eO<S1 [3.063) 8.242 13.434

INCO'IE(LOSS) BEFORE T!lUMP WORLD'S FAJA CLOSING


COSTS & CUM, EFFECT OF CH~GE IN ACCTG PAIN. 13,958 S,312 (14,295) lZl.338)
TRUMP WORLD'S FAIR CLOSlNG COSTS,
($128,375 LESS MINORITY INTEREST OF $4G,941) 1e1 .428\ (81.42!)
CUMULATIVE EFl'ECT OF CHANGE IN ACCTG PRIN. 3,565
NET INCOME(LOSS) [~&7.470) ~51312 [S99,289) [123,338)
AVERAGE f SHARES ~11~~ Ea~~ ~ 1~.~~ Zl, 1~5.256 6212~!~~
BASIC ANO DILUTl:O EARNINOS(LOSS) PER SHARE !!!3.041 i0.,i4 fll"4ZJ (~1. IJ.S!

BASIC ANO OILUTT:P FA.RNJMGS PER SlfARE


BEFORe TAUMP WORLD'S FAIR CLOSING COSTS
& CUMULATIVE EFFECT OF CHANGE IN ACCTG t1RIH. jO.§> ID~• ~0.§;!j !!!1 .Q:j)
Note: Cet".air'I p(iQf year r91;:ta.ssificarions /\ave beeri made to CQl'lform to currerrr year presanta:tion.

CONFIDENTIAL TREATMENT REQUEST 8¥ THCR 00120


NOV-19-1999 15:32
TRUMP
212 688 03S? P.!1

TllUll? ATtNl'llC r;IrY ASSOCIA!iiS


Condensed ConSolldated St;n"ements ol OpemtiOM
1Uoaoo;1«1)
(ln-s)

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

CRDA 1,216 1,070 3,191 2.834


OEPREC lATION & AMORTCZATION 14,704 15,405 44,9io 4S.901
INTEREST EXPENSE, NET ~7.713 37,Wl 112.$2 111,512
OTHER NON. OPfRATING EXPfNSE (341 18 15 86
TO<AL NON·OPERAllNG EXPEttSE, NET 51.599 53.732 1s1 018 1!0,333
lNCO...El\.0.SS) BEFORE TRUMP WORLD'S FAJR CLOSING 29,448 16.082 ~0.71'e. (1.215)

TRUMP WORLD'S FAIR CLOSING COSTS 1'28.37S 128 375

N1'T INCOME(LOSS) I~ "2Z) l1B6~2 ~f17,6[ill !!'~W

CONFIDENTIAL TREAT~ENT
AEOU!".ST e,y THCA
00121
TRJMP 212 688 039? P.12

rRUMP TAJ IMllAJ.. ASSOCIATES


Co()(fef\Sed Sta!en'ie-nts Qf Operations
(Urnud®'I)
(In tftcusaOOs, exc:i!pt statiStical information)

3 MO!ffiiS 9MONTHS
30-S.p.OO :JO..Seo-99
~"' 30-S~98

NET REVENUES 1167,662 $162.104 S431l.229 $426,729

COSTS & EXPENSES __


•tMJG 1t B.1)9~29,$24 ---~~.553

EBITOA {1) SSt.026 S48.012 $106605 $100,176

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

#oflab1Gs 149 tSS 148 155


Wiri pe< Tab!e/Day $2,979 $4.187 S3,078 S3.528
Tabl~ Drop $2133.155 $228,A57 S797,378 $902.0t 1
l-lold 'Yo 14.4°k 13.3% 15.8'1/o 16.s~1~

#of Rooms So:d 11~,422. t 12,875 327,975 311,677


Ro0m R.ues S97.55 S101.09 saa.47 $101.40
Cla;1)par<y % '38.6~/o 98.2°/o 96.1"1.,, 91.3°/~

(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.

nn~rTD~NTI$L TREATMENT REQU~ST BY THCR 0012~!


NOV-18-1999 15:33 TRUMP 212 689 0397 P.13

TRUMP Pl.AZA ASSOCIATES

CondensM Statements of Operations

(lJ oaudillid)

(in thou$9t'lds, e:teapt statistical information)

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

COSTS & E~PENSES -~981 90.349 246 918 254 216

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

#of Tabios 94 101 99 110


Wln petTab!e/Day S!.609 $3.002 $2,813 S2,S39
Table Drop $177.742 $177,853 $471 ,679 ;485,620
Ho!d o/,. 17.6"/o 15,7"'!.. 16.1% 15.1~1~

# o~ Rooms Sol(1 123.2SB 123,3::12 344,237 33.1,863


ROOl'll Pimes $92,40 SS4.S8 $83.47 $SO.SO
0o:u;ia,'1cy % SS.so/~ 95.S'ln 89.8% S7.1~u

(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.

CONFIDENTIAL TREATMENT REQUEST BY THCR 00123


TRUMP 212 688 0397 P.14

TRUMP'S CASlU ASSOCIATES


d/l>/.a TRUMP UARlNA
C<>-Smemen\sol()poratioM
(Unaudrt.d)

(In thoL.tS.andSi e:v:e&pt strtistie;&l informatiori)

3 MONTHS 9MOKTHS
J!>.Sep-99 :lO Seo-<18 '.JO.S.o-99 30-Seg-sa

NOT REVENUES $B3,487 $81,756 $223,691 $215,4«

COSTS & EXPENSES 63875 SS,412 1S1 422 179.376

EBITT>A (1) $19,612 $15.ZM $42.2!.S $3S.OSS

Se.1etted Statistics:
t of Slots 2.1Zl ~.170 2.145 2,163
Wit1 per SloVDay S27B 5263 $25.'.l $242

i!J cf Tables ll5 91 37 92


Wir: per Table/Day $2,6'l9 $241!9 $2333 S2.136
Tatre Orop $134.798 $132698 S3G2,134 S"45~18
Hord 01~ 15.t~.<. 15.70/o 15.3"'/.. 1S.S%
#of Roorr\s Sold 62.571 64,839 163.a31 17S.390
~oom Razes 179.39 $7&98 $72.65 170.99
Occupancy "lo 94.9% 9S.S04 SS.C% M.3'1.
{1 l EB rrDA reflectS earl"ings be!ore de::>reciatien, i!'1t~res-t. tID:es. and CRDA writedow!'l.

Note: Certajn pnor "/ffar reclassifications. have tieen made to cc.rifcrm to current year preserita.!lon.

CONF!O~NTJAL TREATMENT REOllEST RV THCR 00124


•'
NDV-18-1999 is:34 TRUMP 212 689 0397 P.15

TRUUP INOIANA, INC.

Conden...t Slll1emeots of Operations

(0-dited)

(In thousands, except statf:stleal information)

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

EBITDA (11 = !j,Q07 S4§31 $16 140 $12,475

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

Room Rates $51.00 $04.00

Occupancy •.to 79.3"'/.. $2.3"1.

(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.

CONFIDENTIAL TREATMENT REQUEST BY THCH 00125


NOV-18-1999 1s:34 TRUMP
~- 212 68B 0397 P.16

TRUii.iP HOTELS & CASINO RESOf\T'S, INC.

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~

DEPRECIATION & AMORilZATION


TAJ $9,012 S8,910 S27,571 $27,204
PLAZA 5,692 6.495 17.339 18.697
THCR HOLDINGS 77 67 221 195
MARl~A 4.454 4.160 12,9BO 12,3.58
INOlANA (INCL JOINT vErffiJRE LOSS) _,,,,,a."'54"'0"_"""'2?,1,;i68,..__=';e·50"'*"2 6.42$
TOTAL DEPRECIA110NIAMORT $21 .ns s2i 800 $65.613 mm Sf:A.282'.

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

CONFIDENTIAL TREATMENT REQUEST BY THCR


00126
-
• •':It ·,,.\

!tb)(G).(b)i """' 22~!·99


_..,
-~
'""'""
Trump ?!ue Hok! andC..t-l~c
~
p

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
z
~
ROOMS
FOOOl D!Vf:RAQf
i1.m
14,01)
10.-«1
1&.ti13
,.,
11,0001
9.1% 11,m
1.ol,071
.. 0.4~
-OJl-%
~

~
m
r
0 ErtrERiA!Nlt.£folT
o'""'
1,007
_ _ _i~
1J22
1•1!5
(11~l
U'4
#10,l'lt 1,179
2110 ""'
(\11)
SS ·1"'-'"'
::1.1%
z_,
r
O'lOS'S 1u::vEt1UES
LESS FRO.UOTIO>IA~ AtlO\'l/ANCES
$1J4,1iil
17,043
$HY1,&30
17.161
"'
S1,481
m
11.1'6
1.!%
4.1""' ,.,.,
~36.44e \$~j
(5:3&)
.:J..t•,4,
-<>l%
NET REVffWE:S. ~008 -$TI4)l!U" ___...g2ro 1.9~ $12t.i.;J9 *41.IMtl ---:i'J>ib
>

..
r
_, Ell'.PWSES

~&~rd
...., ..,,.
1».?36 1;3,:!"2 ......

,.,
~ Coste! Cl•i:rd1' !lot.I
Corpf?9bkt CC!ll)«!I
~J4,!!<l6
4,139
,..,..,
14,m
t:t7.1ll7

14,tiQ<\
.$?,34t

"'
6.~q.

'"" ,....., .,, 7.2%.

3.7'4

>
"'
P"'mtollMal E~"'""'
Ad\~(Mf
2,200 ""
(000) '"'"
""""' ?.,:Z.1J1
.,,
..,
(ISS> ~-~%
f,E-M
'·"" ""'~
1 ;2«1 6>l5 38.2~

"mz tMibl!~Jltlrnnenl

..
").~~ 3,105 1&.5'4
-:J,<N"l
'" 'S.15%

··"" ,.,..,.,.,
Gtm11'g Tut R~ll.t<ll"f f'l'eC

"'
Pt11p'i!!tffn, R•i>I & f1uus:cnce
tlUl!\!1.
0.-1:•2
3,025
~.~27
e:"e
3,"'6
"'"
,.,
{104)
-4.0'J.
·1.6')';
5.!i%
10:Z.5l

.... '"
,
(51&)
~.3'.4
·8.1'4
B.2%
D
m
c
A~lowtflQl·O<iublld Aeeounls
OfMt-1IMrlni:cn:Hn1od Olher O!"lrslirig --E~~
315 1.~1

,.,,,.,
'6 :!12
"""
(128.386}
&i .:!'4
·2004.W-
,,.. "
p•lf!,930>
J$1_2%
-1&l'i.114
---:m:u;;
c
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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{11H.S})llJt
.....
.....
23.W {11>7AJp!I

...•• .
\'\'orf6'9 r11rcr1Mrno 128-,37~ 126,37:!­ 17.s,37'. Q.0'14.

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47,05'

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129119
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--§:~'%
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NOV-18-1993 15:35 TRUrf 212 688 03':J7 P.01
•:

Trump !-Iotels & Casino Resorts


725 Fifth Avenue

24th Floor

New Yark, NY 10022

Telephone: (212) 89 l -1500

Fax: (212) 688-0397

(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.

CONFIOFNTTAl. TREATMENT HEOlJFST BY THCH 00126


NOV-18-1999 15:37 TRUMP 212 688 039? P.02

THCR
TRANSMITTAL
~b)(6),(b)\71(CJ
-·--·--­ · - - - - - - - · ­
to;

'""~-----~
,..,
date::

pages: 7 . including this cover shet!.t.

I'~ 6ltW7)(0) I
Tlifu~)I HOTELS t CASINO .ctESORTs
25oCI 80>.~0Vl-'LK
Al'l.AHT!C C.f'l'V.N.J. ~1
(b)l6),(b){7j
""'~(C_J_ _~

CONFIDENTIAL rREATMENT REQUEST BY THCR 00129


NOU-18-1999 15:37 TRUMP 212 688 0397 P.03

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-S1e $002 2::4 $1!4 262 ~#OOll rfl .SM $1133.511~
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CONFIDENTIAL TREATF~ENT REOUEST BY 1HCH
N(JIJ-18-1999 1s:s1 TRUMP 212 688 0397 ?.04
,.. . '

(
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IBUMP HOTELS & CASINO RESORTS, INC.


(;<)nden.Sed Consofidatt-d Statements. of Operations
(U"""'1Ued)
(ln thousands, exupi share data)

3 MON'l'HS 9 MON'l'HS
3'hS!!!t99 3"§ep:96 30-S•!>-99 ~

NET REVENUES $403,072 $397,367 $1,080.569 St .058,296

COSTS &EXPENSES 296.406 306 798 350 364. 850 635

EBrt'OA 106,GSS 90,589 230,205 2076Si

CRDAllNDIANA STATE & MUNIC OOLIG. 2,528 2,2:21 7,065 6,463


DEPRECIATION & AMORTIZATION 21,775 21.000 65,613 64,SS2
11./TEREST EXPENSE, NET 54,043 53,371 161.638 1.59,513
CORPORATC EXPENSES 4.645 3,538 13.103 11,510
071-lER NON· OPERAllNG EXPENSE 1.669 11184- 5,324 G,OSS
TOTAL NON-OPERATING EXPENSE. NET 848M 82 214 252 743 2'4.433

INCO~E(LOSS) BEFORE MINORITY INTEREST,TRUMP


WORLD'S FAIR CLOSING COSTS, & CUMULATIVE
EFFECT OF Ci"IANGE IN ACCOIJNTING PRlNCIPAl 22,006 B,375 122.538) {$,772)

JAINORrN INTEREST {8,048) 13.063) $.&~?....... 13434

INCOME(LOSS) BEFORE TRUMP WORLD'S FAiR CLOSING


COSTS & CUM. EFFECT OF CHANGE IN ACCTG PAIN. 13,958 5,312 (14.2S6) (23.3381
l'RUMP WORLO'S FAJR CLOSING COSTS,
($12B,375 LESS MINORITY INLCA:ESi OF .$46,947) {81,428) (81,4281

CUMULATIVE EFFECT OF CHANGE IN ACCTG PRIN. 3


NET INCOME(LOSS) !SS'l,•70) $5,312 !!199,2891 {$23 338)

AVERAGE r SHARES gg.195 256 ?2, 195.256 22J95 ea 22206&?8

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.

CONFIDENTIAL TREATMENT REQUEST BY THCR 00139


212 688 0397 P.05
NOU-18-1999 is:s2 TRUMP
•/ • <

TRUMP ATLANTIC CITY ASSOCIATES

Condensed Consolid.rte<J Statements of Operations

(Unaudited)

("1 thQusond$)

3 MONTliS 9 MONTHS
30§!p=99 W§lnt98 30.Sep-9!! ~

Nl:T REVENUES S264,664 $276.855 $7<8,33S $739,BS9

COSTS & EXPENSES 202 617 206 441 576.54? sson1


a!BITDA 82047 70,414 ... 171 796 159118

CROA 1,216 1,070 3,191 2.834


DEPRECIATION & AMORTIZAnoN 14,704 15,405 4<,910 "'5.901
INTEREST EXPENSE. NET 3r;r13 37239 112.962 111,512
OTHER NON· OPERATING EXPENSE 134) 18 15 !§
TOTAL NON.OPERATING EXPENSE, NET 53.599 53.W 161,078 160 333

INCOME'(L0$S) BEFORE TRUMP WORLD"S FAJR CLOSING 28.448 16.682 10,716 (1,215)

TIRUMP WORLO"S FAIR CLOSING COSTS 128.37:5 128 37S

NET INCOME(LOSS) _j$~ZQ ~15682 ($117,6"7)

Note: Certain pfror year reclasslfic.a6ons. have bee:; mad@ to conform 10 current yeer presentat:on.

CONFIDENTIAL TREATMENT REQUEST BY THCR 00140


TRUl'f' 212 688 0397 P.06

TRUMP TAJ l.IAHALASSOCIAlCS

CQndll'!lsed Sta.tern.ms of ()per.Jt!Qr\Sl

(U....roll!d)

(In th~ except statistical Information)

3 MONlliS
311-S.p.99 :JO-Sep-.. ~ ..
9 MONIBS
""-Se-
NET REVENUES S1G7,5G2 $162,104 $436.229 $426,7~

COSTS & EXPENSES 1<S,536 "6,092 329,2'!4 326.553

EBtroA(1) !51,026 $46,012 ~106,605 $100,176

Sclected SUltistics:
#of Slots 4,419 4,135 4278 4,137
Wlr. Pel( $:0;/D~y 1220 $217 $208 ~199

#cl Tables 149 156 148 155


W1nperTab\e/Oa)" 12.979 $4,187 $3.073 $3,526
TB.ble oroi:i $2S3,15S $328.456 $767,378 1903,011
Hold% 14.4-"/~ 18,3"!,,, 15.8"/o 16.S~.4

( # al Rcoms So Id 113.422 112.875 327.975 311,677


Aoom Ratos $97.55 1101,09 $&e.47 1101.40
Occui>aricy % 99.6''/. SB.2% 96.1'o/o $1.33

(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.

CONFIDENTIAL 1 HEATt.tENT REQUEST BY TllCR 001 .. ,


NOV-18-19S9 15:53 TRUHP 212 688 0397 P.0?

TRUMP PLAZA ASSOCIATES


Condensed Statel'Tl('nts m Operati.o~
(U...udiled)
(In thoosa~ except st81istical lntoonation)

3 MOKTHS 9MONTHS
J/J..$ep=M 3<J..Se!>9a 30.Seir!l9 30 s...oa

NET REVENUES $117,002 $114,751 $312,109 $313,160

COSTS & EXPENSES SS.981 SQ,349 ••6.918 254.218

EBITllA 11) $31,Q?l !24402 ;sss.1,91 S58 942


Selected SiaUstiC$;
#OI Siers 4,186 4,204 4.1!02 4,124
Win per Slot/Oa'/ $192 $196 S179 $184

# ol Ta).)Ies 94 101 99 110


Win pe' T<!b!e/Day .S3,609 $3,002 IZS13 S2.53S
Table Orop $117,742 $177.653 $471,679 !<aS.620
Hold ~f 17.6°/~ 15.7'Y,,. l6.1o/1 15.7%

tt- of P;ooms Sold 12!,238 123,302 344,237 333.863


P.oom Rates $92.40 S64.S8 $~.47 $80.50
Oocul)3.!'1Cy 0/o 9S.5% 95.5"1~ as.so/. 87.1"11>
(1) EBITDA refled's eamlllQS befor&depre(tation. Interest. tro;es, CFIOA wriledown.
and Tr~·rnp Wo11d's ~a.irc!osing eosts.

Note: Cer!nio prior yeat fee.li1s.sffications have ~o made to conform 10 curt"OOt year pres(!ntabon.

CONFIDENTIAL TRFAlMENT REQUEST BY THCH 00·142


P.00
..
NOV-18-1999 15:53 TRU1P 212 688 0397

TRUMP"S CAST1..E ASSOCIATES


d/bla TRUMP MAlllNA

condensed Statements Qf Operations

(!Joaudltedl

(In thousards, el.C'Cpt stutistical lntonnation)

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

COSTS & EXPENSES 63 875 66412 18142.2 179.376

EBf11lA (1) $19.612 $15,344 $42.269 S2§.068.


~ected Strtistic:s:
#of SJots 2,123 2, t70 2,14.5 2, 163
Win per Slot/Day $279 $263 S?.53 124?.
#of Tables 85 91 87 92
Win per Ta.hie/Day S2.609 $2,489 $2,333 !2,139
Tab!.- Clrop 1134,796 1132.698 S362,134 $345.318
H::,ld ~4 15.1o/. 15.7"1. t5,3'o/<> 15.5'1.
It of
Rooms Sold 63,571 64,839 168,B31 175,390
Room Rates $79.39 176.9& s72.6s $70.99
Occ•.;:>aticy o/~ 94.S»~ S6.S% 85.0o/. SS.Zo/.
(1) EBITDA reflect.s earnings tefora depreciat.ion, interest. taxes. arrj CADA wriredown.

Note: Certain prlor year rec\.assifieatior-.s have been made to conform ta cunent y~ar presentation.

CONFIDENTIAL TREATMENT REQUEST BY lHGH 00143



NDV-18-1999 15:53 TR\JM? 212 688 0397 P.09

TROMP INDIANA, INC.


Cordensed Statements of 0pera1ions
(U..udited)
(lo thousaods., ~1 statlstlcal in1onnation)

3 MOflT~S 9UONTHS
30-$ep-99 3!l§ep-96 30:§!U>:993'1&p-Sa

NET REVENUES $34.921 s:ia.ns S108.540 $102.96:3


COSTS & EXPENSES ~.914 ;i,.945 92,4()0 90.488
EBITOA (1) SS 007 §4.§31 116,140 SJ2.475

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.

CONFIDENTIAL TREATMENT REQUEST BY fHCR 00144


NOV-18-1999 1s:54 TRUMP 212 688 039'1 P.10

•·i

TIWMP HOTELS& CASINO RESORTS, INC.


Supplementil 1nfQl'll'latiQn
(Unauda.d)
(ln....,,,.nds)

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

DEPRECIATION & UIORT!ZAT\ON


TAJ $9,012 .SB,910 S27.S71 $27,.204
PLAZA 5,692 6.495 17,339 18,$97
THCR HOLDINGS 77 67 221 195
MARINA 4,4$4 4,160 12.seo 12,358
INOIANA (INCLJOINTVENTUP.E lOSS) 2 $<0 2 166 7502 6•26
TOTAL OEPRECIA110NIAMOAT s21.ns $21,800 $65 5,3 !64.S!!jl

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.

CONFIDENTI~L TREATMENT REQUEST av THCR 0014S


NOU-18-1999 15:54 TRUMP 212 688 0397 P.11
.'

THCR
TRANSMITTAL -· ---· --·· --·· ·-- --­
to:
fax~------~

'"
date~

page$: '/ , including th.i~ caver sheet.

rbj(6).(blt7 1(6)

TAVMI' HOTElS & (:A.$!~0 RESORTS


2500 SOA.FtOINALK
A.TLAITTIG CITY, NJ, OMO!
1b){6J,{bH7l

(- FllX: 1Cl

CONFIDCNTIAL TREATMENT ncoUEST BY THCR 00146


TRUHF' 212 688 1.:)397 P.12
NDv-1e-1999 1s~ss

TAUMP ATLANTIC CITY ASSOCIATES

Condensed Consolidate<t Slatcmenls of Operations

(Una-udiled)
(In thousands)

3 MONTHS
30-S.p-99 31J.Sep-98

NET REVENUES $264.664 $276,BSS

COSTS & EXPENSES 202,617 206,'41

EBITDA 82 047 70 414

CAOA 1,216 1,070


DEPrl.EC lAi!()N & AMORT!ZATICJN 14,704 1.!i,40.'l
INT E11EST EXPENSE, Nl'T 37,71 ~ 37,239
OTHER NON· OPERATING EXPENSE -··· (3~) 18
TOTAL NON-OPERATING EXPENSE, NET ----~~...~Q~,__-"5"3"7"'32,_·
INCOME AEFORE TRUMP WORLD'S FAIR CLOSING COSTS 16,662

rnUM~ WORLD'S FAIR Gl.OSING COSTS 128,257 4 v..


NET INCOME(L0$$) _,(199,819) $16.682

Note: Certain prior year reclassilica!ions ha... e been rnade 10 conform to current year presentatlori.

/''/z~o

CONFIDENTIAL TREAlUENT REOUEST BY Tt!CR 0014/


NOV-18-1999 15:55 TRUt'P 212 6BB 0397 P.13

TRt.IMP TAJ MAHAL ASSOC1Art.S


~n1ed Shlllmtnt•ol 0perattOt1a
(Ur111udilffl
fin thQ\IQnrjR, •tCll~ lUtilllejl lnfl)f'lllllllflr!)

3 WIOOTW
3G-S!Jl-9!!
""'"''"
S161.~ S1~.IC:4

COSTS l Fl(Pf.NSES 111; 838 llB.092

EBITD~ (11 !!11 O?I!. yst112

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.

• i:if RWl1' So!d

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

TRUMP PLAZA A.SSOCIAT"ES

CCnd«tud Sttl~mt~lt 11f Oplntion.t

(lJNIJIJlttd)
(In lh0ll~•111ft, n~pl tlt!l•Ucal inf«m1HMr)

.
, ..,,..»S.11-••
30.S.P:I!

$117.00~ 111•.751

... ~~..~l !0 3-4!


EIWTDA (1) S31.021 $24 C02

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

""'" 17.9% 15.'r%


•ot~1Soid

,_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.

CONFIDENTIAL TRFAT~FNT AEOUEST BY THCR 00140


NOV-18-1999 lS:S? TRUMP 212 688 0J'37 P.14

"'

TIU.NP'S C:ASTI.IO ,Lt;S()C!AlE'S


If/bf• TR\JJIP MlAINA
Con~ltd Slltemvrrt• ol o,.ra11ans
(\Jnaudl!lldJ
tin 1houuirllf1', •reL'f)1 tlll\11~Cld lflft>f!NIJ°"J

: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"-

(1 l EDITOA ,.,r10~• 4:11T'lfigi ba!oro doiptOO~<lttoo, l111J:>rv~I. !~/:llt, Md CRtlA wiltcdo.Yn.

TRVuP lNOIANA. tNO.


Cl'll'Jd1n1JJ1d ~tth11>wntt (II Optt1tl..,.1
{UMudll'&d}
(l11lhou,,nd1,1110.pt 01atf11!ttl ~Mwm~tl<M"i)

' """""'

30-'S!'j>:.!1 3oll-Sllp=l.t

$.14,921 $3:8.m

COGTG ACXPCH5U 29 914 3J 915

EDn'DA(11 HMZ $:! 831


hl•ctBif Stadanc1:
1.300 1.375
·~-
Win Pit SIWC11y t:i:io
"''
• or Tebl11 ,.
WI" Pl!' T111.l:i9'D1~
T1btlti Crop
,1,491
J.4;:?,$<14
Sl,S33
SJ.4.913
"'
""'" 16.1,.. 15.<1%

I Qf Rooms Sold 21 ors


AoomAtl•t ISLOO
Cklcuf'Mq~ "11t3%

{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. ' .

CONFIDENTIAL TREATMENT REOUEST BY THCR 00149


NOV-1s-1'J99 1s:ss IRUMP 212 688 0397 P.15

TllUVIP 1-lOTELS l CASJ\0 ftt""...OR"T'S, IMc.

$1qpllll't'IClntal '"ttifrtPitllltl

(\INlucltRdj

tln thuu•ind•)

CADA /IHDIANA. OdUGATIONS


"'J

PWA

MA<'l.INA

INCllANA STATE a, ~UNICIPAL ORLIG.

Tm'l.l CAOAllHOIAHA Ofll!G

OEl"nECIATION iii AMOITTl'ZATIOt<I


T,,_, $9.1)12 $9,910
l'LA2A
!i,692 6.49$
TI1CR 1101.0INOS
n 61
MAHIN"
~.•S4 4.H!O
INOlANA (l~Cl J01Nf VfNTURE LOSS)
~.!>40 :Z 1GO
TOTA'- l)FPRECIATIONIAUOITT
$'21 775 'U I §O!l

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...

TOTAL ltfllOf:!EsT i:'.XPENSl:i


"'
ijs gzs: tSs 1100"'

LOAN COST AlllORTIBQM) blSC l~L IN JNT&REST E.XPEKSE

YAJ
$04' $9S1
PlAZ•
TRUMP }ITLANTIC CITY
"'

"' "'
m

THCR w:JLDINCOS

MM'nNA(BO~'[) OlSC ACCREilON}

1NOJANA

"'

1,11 l "'
"'"

TOTAL LOAACGS'I A.MOHTIOONOOtaC "


S3 Q34 $:! , , ,

CONFIOENllAL TREATMENT REQUEST ~y THCR 00150


~ ~

~
!

lJIU1'1PHC'IB..sA C~llOIUSCl'ITS !JrfC Fl•:C:£8:.PJllESSP't..


TJlillm-ttarns • CASl>ID MSORfS WC Fl!e:C:EB:PFIES&P'L
Of'B!ADlll. ltt5ULTS z
"""'"'' g
FDRTlt6aua:RTlftEHO£Q~ff JO, 1111
{:H lff'>U3 'MID EXCEPT EPS DI.TA)

......,. ...,,.
iC:ttAM

--
'
<D


TRUilPTJ,J TXUMP
(UNIH
TI'IUMPl.C
"'"" '""''" TI<CR
£HT£R
~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

"''"
29.i70
v.1io 1.1£5
t.Jl.IU&
1,0GS
l.OlO

"' ""
S75.3'6
5.o.17
"-""

(l.ISiiJ
$l5G.30il!

""'
41).-42Q

.,,..,.
"'"" • •
18.559
40.-429
30Ji1Q2
-"'
m
G~~~

ttlS; PRQMOTIONA..JJ..LOW
111111.Cti 1J4,gcs
'
ll0,001 1,1uo 15,Qi~

'"'" t1,156} 4!.C,2ltl!


"'
18.l~ 17.'°"3 ;JS;J91 i.1111 1~.sro 41.llll 47.1'6

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
~
c~
·= "' ""' .,,
~

""""" 7.275
,,..,
. ,.. ...,..
M
l'"CXlOANOS£VE.~E S.ll8 4.71S la;J31 l.Jz:J t4,g{l1 14.SOI
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

• """' 51,e<il ll,fl7t


' ' IZ..0'7 1,tH 5,GIJ7 1l.11<1
' 11,161>) 101.-16
• ' Hll-,IM

r
~

•m
O?C<1tl;,,,g:Mus1n llla1.-...,,r P'f!clr rr

C~OIN'IA:JTATE' MLfiC OSLO


OfPRECJATlQN I. MIO!lT
Hl.I"

,., ,..,
'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:

• DEVELOPMEHfCOGTS ' " 1,410


1,166 (l.t66j
'"'
1.410 l,410
~
~
m
f<TEl'IEST INCOUE
MEJl:Esr E,)IP£NSE
{18Jl
Zl.•Oi
!91i)
1'2.n2!$ "'"
l.l~
(11191
JS.592 ,.,. (4.6"3) {216)
1.7'3
~lli'l}
13-~0<t
-t.158
{t.15111 ...,,.
(l.!33) (1.813)
SS.i1&
01HERHONapm ~fXPfNS£
z
~
TOT .t.L. HQM-cil"Efl (l(COMEJUP
'"'' '""
11,:Z2J ?,J1f
• '''"
Y,519 1 !llll ""
5,lltl 11,2'57
• (LlM) "'
43.9'21
' • "'
ll,•::S


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

WT AVill .!IHAM& OUTlrTNiOfiQ


l'!.l.2:14 {1116,t&!} (l1,S74} . llK,.IUI)

fSll,371) {$1,4~ ....,.160
"' "'

(t!Ol,2&11 .. ....... H,(!t.V:t

(faT,4Jll)
al
"w
'S
0
0
"
»ASIC t09s Pelt SKARE
i l'C iNTEPar ElN) ,..,. 3.D79 4.1$8
($.J.C.f)
.,,
"'
~ ~

"'
TRUMP 212 698 039? P.17

(
' • • • • • •

• • •• • • •

"•
2
. •

• • •• • n

..-•
.•••
.


• -.
0 0

• •

• • •

CONFIDENTIAL TREATMENT REQUEST BY THCR 00152


NOV-18-1999 15:57 TRUMP
212 688 039'7 P.18

TllUMf' l\TLAITTIC CITY ASSOl!IAiES


Corid,11•ad con•olld•t-.d :\'ttl11JNntw of t>'PN-.tlont
(\Jt1t\ldlt9d)
\In IMUl~111h)

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

TRUMP WO"LO'S FA!A Cl.OSINC COSTS I I 127 SG9


(

TRUMP "fAJ MAliAL ASSOCIATE!:1


COfld•11••d Sbl"'""n1' <lf Qplft~O!I•

(U,..,_11t1tMj

(In IMl./11nd;, eVCClpl •tltl•dcttl lnh:it1'nUl!l'n)

' """""'
=G-See.:n11 ;JD..S1e;.'!&

ff£1' Rl\.VOl\/E!'J $167,662 $162.104


C~ l ll'XP(:"N$CS 11116Je 116,092

ERITOllo IT) _,}.~1 !11G m.01g


Self!Chd 51.0.tlat1c11;
II o1 Slol1 •.~29 (> ,,,:JG
Win par 51W'tl1y s~::oo '$2:17·
t nl T-.b1ot
W\n P"l'I'" T~l;il11tp..y
'f•bl• Otop
"'
S2.919
$24).l.153 S328.4~
"'
,,, 1t'l7

""'""
• 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

CONFIDENTIAL TREATMENT REOUEST HY IHCH 001b3


NOV-18-1999 15:57 TRUl"P 212 698 0397 P.19

TRUMP PLAZA ,ASSOCIATES


Conc!tl~ow! SUttJ'f"nhl ,qi Oplfl"ll'1•
(UN-udl\HJ
(In lhau~nda, txwpt l1•tlu1aal inf11r1Md111n)

'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,

.m Trwmp WtJ"lci't Fair cJMlns c~t~.

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

TBUMP'S CASTLE ASSOCIATES

d/b/1 TR\JMP MARtNA

Condclln1•d Sti.~11 ct ()ptttllOll•

(Ulll"14ib!d)

(Jn 11w>,,..mfa. 11icupt 'lt.dhrlltt1 l~rn.lillM)

:io-s.p:!t'""""'
:KJ·~P"ll

$113.AQ? $C1,M1

a,3,914 66 317

ti.81TOA f1} 112 613 Sl5,34A,

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.

CONFIDENTIAL TREATMENT REQUEST BY TtlCR 00154


ruv-10-1999 1s:se TRUMP
212 689 0397 P.20

."

TRUMP INOIANA, INC.


ContJem:e.d Statemems of Operations
(Una... ~ed)
(In thOlL~ands, \!Jt.C~ $tatistict1 informaition.)

3MONTH5
31).5ep-09 :JO.Sep-98
NET ~EVENUES $34,921 $38.776
COSTS 6 EXPENSES 29 914 :13945

EBITDA(!) $5 007 .. ~4.f!.31


Selected SlalistiC$:
#of Slots 1.375
Win per Slot/Osy $22<

#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

CONFIDENTIAL TREATMENT REOVEST BY THCR 00155


,,
NDV-18-1999 1s:sB TRUMP 212 688 0397 P.21

'"'.

, TRIJMP HOTELS & CASINO AESOAT9, INC.


SuppleM•nt.1 ~m'llllllr.11'1
(lJtMllKl:ltdl
flnd!Cluunda)

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

TQT,t,t. INTEJ'll!'Jf WE.NSE.


'"
$SS 87! SS.5 "'
~@()

LOAN COST AMOITTIOOND 0tsC IN Cl 1N ltfT'E;lt'.ST EXPENSE


PLAZA $42.~
""
TAJ

TAUfAP .l..Tt.ANTIC crN

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

' TRUMP PLAZA ASSOCIATES


STATISTICAL DATA
(
3 MOS ENDED 9 MOS ENDED
30.sep-99 30-Sep-99

REVENUES co ;).0
CASINO $104,91\ $281, 190

#of Slots 4,186 4,202


Win per Slol/Day $192 $179 t:
Slot win $73,763 \~ // $205,~ 0 ~ ;>
#of Tables 94 99
Win per Table/Day $3,609 $2,813
Table Win $31,208 $76,035
Table Drop $177,742 $471,679
Hold% 17.6°/o 1s.1°1o

ROOMS $11,393 $28, 735


# of Rooms Sold 123,298 344,237
Room Rates $92.40 $83.47
Occupancy% 95.5% 89.8%

CONFIDENTIAL TREATMENT REQUEST BY lHCH 00157


,

-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

Market Value b~d upon .an appraisal.

I I

•HOM-"" \t>•t1 sa-~~-;t.:'.'10


3:.JVd

CONFIDENTIAL TREATMENT REOUEST BY TllCR OOlttS


TRUMP HOTELS AND CASINO RESORTS INC
CALCULATION OF MINORITY INTEREST
(DOLLARS IN THOUSANDS)

QUARTER QUARTER QUARTER VTD


03/31 /99 06/30/99 09/30/99 09/30/99

NET INCOME( LOSS) OF HOLDINGS ($39.863) ($10,301) ($106,369) ($156,533)

MINORITY INTEREST% 0.365Z Q;J.6.5.7. 0.3.SSZ ll..3.6.5.Z


MINORITY INTEREST $14.578 $3.767 $38.899 $57,244

NET INCOME (LOSS) THCR INC ($25,285) ($6.534) ($67.4'?01 ($31 ..81.9)

CONFIDENTIAL TREATMENT REOUESI HY THCR 00159


TRUMP HOTElS ANO CASINO FIESORTS INC

CAlCULATION OF EARNINGS PER SHARE

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

TREASURY SHARES 01/01198 1.706.500 4 22,$00.256 !jQ,001,024


01105/98 25,000 1 22.475.258 22.475,256
01/06/98 25.000 t 22.450.256 22,450.256
01/07198 10,000 ! 22.440.256 22.440.256
01100198 15.000 1 :?2,42!5.256 22.425,256
01/12198 25.000 4 22,400.256 89,601,024
01/14/98 205.000 353 22. 195,256 7,834.925,368
WEIGHTED AVERAGE SHARES QTIYTD 12131/98 2.011.500 3G5 22,203,612

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)

/EIGHTEO AVERAGE SHARES YTD 6130199 ~.011.500 273 22.195.25$ 22,195,256


( NET LOSS (IN THOUSANDS)
SASIC LOSS PER SHARE
($99,2'9)
1$4.47)

CONFIDENTIAL TREATMENT AEDUEST BY THCR 00160


THCR

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 ~----~

From the dPsk of...


rbj{6).{b)(7){C)

1
TRVMP HOTELS S. CASINO RESORTS
2500 BOARDWALK
ATLANTIC CITY, N.J 09401

{ )( ),(b)
Fa): (CJ
'---~

CONFIDENTIAL TRFATMENT REQUEST BY THCR 00161


'

TRUMP TAJ MAKA!. AS.500.4.TES

STATJ!MltNT QP'CASQ FLOWS

(Ut th 11)

iU..-i)

for tlic UH!: ~s lf'9ikrl ~ :!t.


1909'. .... .!~

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

~~~ n,.:;1 ;;7;1)11


AD»a•" • of drdttrn! &rod offr:ti.~ ~~ 2.516 2.~17..fi
R~ ill c;;mying -rt!ae MCRDA irt~ r.~-OJ '· .5'1ll
~- ~l'cr<bihtfuS ~ 'J.6-07 7.717
(~) ~- I. "f f1 I lj ...., .;i...,..,:.:,C., ,•.;,.~·-~;./ -"' ""·-~'·· o1..:on) •l
am. ..... dl~r.t~ , - ' ';~~-~---- ()'~) ·)

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

N1'l' INCREASEl(DECl<EA.<£} IN CASI! •Nll CASH INV£SThlENTS {~00!) 171

CA.Sll AND CASH ~ B!GlMWINO Of YEAR ....,4 ... ~.1....412._

CASJi AND CASH /'NVESTMENT'S f!:ND OP ?f?RIOO l32,818.• ~--- SJl.6J!J..

CONFIDENTIAL TREATMENI AFOUES1 BY THCR 00162


TRUUP HOTELS E. CASINO RESORiS INC Flle:C:EB:PRESSPL ~
OPERATING RESULTS l•(•l1"1'¥14. 10..10'·99
FOR THE OUARTEFI ENDED SEPTEMEIEJ:l 30. 1Q99 02:0:1 PM .~
[JN THOUS ANOS. txcePT EPS OATA) ~
c
TRUWITAJ TRUMP TRUMP AC THCR TRUMP THCR THCR HOLD THCR INC :;
!:UMIN :;
MAHAi. PLAZA TAC ELIMIN CONSOL HOLDING TRUMP tNO MARINA ENTER EUMIN CONSOLTHCR INC CONSOL
RfVE'NUtS
GAMING S1:)0 424 5104.900 s2.:1.32' S33.S3B $75.:WB '350.:JOS l:JS0.308
riOOMS 11.064 1i.2gj 22.457 1065 5.047 28~9 2$.569
FOO:.l Af./D Bi:VEf1AG~
OTH~P
15.15:"
7'.3''
1~.012

':-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

3-4,9'21 8",487 0 (l.1S6)


di. 136

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

INCOME (LOSS) EIE~ORE MINORITY !ITT.


~/'F & CUM EFFECT OF" ACCTG CHANG~ 1S.2'24 1~.796 (:;.574) 0 2e.44B (li,372) (1.430) 1.3'0 0 0 22.006 0 0 l,2,006

MINORrl'Y lNTE~esr 0 0 (B 047.$91 (B,048)


~
!RUMP WORLD'S FAIR CLOSING COSTS 1128''5• }i ~:~ (12£3751 ii2E.375) 4G.94S-74 (Bt,428)

CUM EFFECT 0~ ACCiG PRIN CHANGE

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)

NT AYER SHARES OUTSTANDING


" $38.[199

22., 95,25&

BASIC r..oss PER SHARE (s:l.04)


! l1C INi~li!:Si ELIM) 1 079 3 079 4, 158

,•
.. ~

-~~
TRUMP HOTEL.$ & CASINO l'IESOl'ITS INC File:C:EB:PFIE.SSPL

OPERAflNG ~ESULTS-RESTA'fED TO CONFORM TO 1999 1""'7-.: ll'/.C ,O~~


"'"'" /,,ur .,,.,
FOR THE QUARTER TO DATE PERIOD ENDED SEPTEMBER 30,1 ~9$ PM 7
(IN THOUSANDS. EXCEPT EPS DATA) 0

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' ~

u:ss: 11.740 47.&85


>
PROMOTIONAL ALLOW 16.018 17 76':' 35.78..'i 1SO 41.ll85 ~

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
~

c::.isrs AN'.) EXPENSES,


GAMING 8J.S3i 52 01:­ i~S.E~ 25.538 4S.i29 219.921 ~1~.921
,
0

"",.
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

!NCOME (LOSS) BEFORI;


MJNORITY INTEREST 13.199 S.725 (~'42) 0 16.682 (~.467) jl,985) (1.BSS) 0 0 e.37s 0 0 6,375

MINORfTY INTEREST 0 0 130631 13.063)

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

WI AVER SHARES OUTSTANDING 22.1!S.2SG


BASIC LOSS ?El'! SHARE S0.'..14
TRUMP HOTl:l.S & CASINO RESORTS INC Fila:C;ES:PRESSPL _,
OPERATING RESULTS fiut'f~ rQj-t.f ie.Nov.99 /1t1.Jr J/tflf
FOR 'rHE NI/IE MONTHS ENDED SEPTEMBER JO, 19H 02:02 PU
nN ii10USANC$. EXCEPT E.P5 DATA) ~
~
mUMl'TAJ
MAHAL
TRI.IMP
PLAZA !CS
TRUMP AC
TAC EUMIN CONSOL
THCR
HOLDING TRUMI' !ND
TRUMP
MAFll'IA
Tl<CA
ENTER EUMIN
11lCA HOlD THCFI INC
CONSOL THci:I ~C El.NIN CONSOL
,"
REVENUES 0
GJ\MINO $381 123 $ztl1J20 $662.243 $104.636 Si?05.450 !E972.529 $972 529
r:IOOMS 29 015 2s.~35 5; i50 2.246 1Z.2ti5 72.262 n..262

..
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

CUM EFFECT OF ACCTG C:HANC~ 0 $.5201 :5,620.1 Z.055 ·,3.5651

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)

Vl'T AVER SHA~ESOUTSiANDING


" 22.19~,25$

LOSS PER SHARE IS~.47:


, lfC INTEREST ELIMi 3452 a93a i240C:

.... ~
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
~

LOSS !I~ JOl!-;i VENTURE 0 (2.22S) ;Z.225 ,z.225, "z


0
PROVJS:ON t'.OP. INCOME TAXES 0
0
0
u
0
INl:OME tLOSS) SEFOFIE 0
MINORITY INTEREST 2,341 4,188 0 (7.744) (1.215) /12.Sl!S) (7,179) (H,e5:3) 0 0
' 0 (36,772) 0 (Js,rn)

MINOfUYY INTEREST 0 0 0 0 0 0 0 0 0 11&34 ~3 434

HE'T INCOME (LOSS) St:,160 (S~.215) (S1 t~SJ) so so $13,434

WT AYERSKARES OlJ'tSTAND!NG
S2,J41
"' (S7.744) $0 [Sl.!.525) (S7,179) iO (SJis.n2i IS2J.336)

2.2.206.420

LOSS PER SHARE (~1.05:

•,
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mo~
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CONFIDENTIAL TREATMEN~ K~UUEST SY THCH VVlb7


~~ ·~ ~ <O

:f§o~o c - ~
§0808.~=oo

.
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0

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CONFZOENTIAL TREATMENT HEOUES~ BY ~HCH UUlbli


'

TRUMP HOTELS & CASINO RESORTS, INC, ~fi.·°'1·5:9


\t;27 AM
SEPTEMBER lo, 1999 ~

ADVANCES TOJjDUE iO) AFFJ\.IATES: TAJ MAHAL TCS


TRUM? AC
CONSOl THCR HOLD INOIANA
TMCR
CONSOL
""0
iHCR HOLDINGS \'49?,274)
'"
().557,821) 2,573.431
TRUMP AC EUMINATIONS

30,724.1320 29.211B.1SS {50.692,18'l)


MAf\INA ELIMINATIONS

(6lM031 22,317.~2 0
·~

T~lJMP AT!...wnc CITY 25,912,791 (16.034.~·. prn3.oon 22.e94,910 0 (J0.72.!1,820) 30,7'24,520 0


TRUMP Pl.A2A (464.155) -'2S2.701 16,034.~'94 (\9,003.230) 0 3,557,B:i!l (350,-4\3) (3201.409) c
o.
T~MAHAL
T~UMI' JNDIANA
TRUMP CASIOO SERVICES (13.~1.961)
464.16!

(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)
(51,127,G47) (21),9S0,4$8J
(435,.4631
,
uJ

BA!.ANCE AT 1%131198 (171,883/ {35,130,1l1! 10.£146,641 &0,2\1$,1S4


0

35,030,41\ 44,245.431 (511,257,197) (21,600,8051


'
0
1136.6551
(5!2,190]
0
uJ
'
OIFFERE"ICE (1tlS4.H171 (11,6!1&.300J 3.!74,764 S,665,594 0 (13,671,70!1 21.476,141 (7,139,550) (620,417) 0 44,465
."z
uJ
.
l
(
uJ

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(
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0
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lRUMP HOTL~.i & CASINO RESORTS INC 2'·0et-99 ff.fe;tJtldl
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

COSTS AND E.l.'.::>ENSES


"w
~

~
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
•:c
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
"zw
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 ~

INCOME FROM OPERATlONS 41.449 1103.5'7) 0 (16) 0


'
D D 0 14.950) 1.11D t4.n1 0 0 (Sl,333) 0 0 151.313)
"w
~

' 162.!641
~
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
"
.J
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

""0z
VENTURE & EXTRAORDINARY ITEM$

LOSS If\' J:::rn,.. . V!:Ni'UPE 0 :1J 734 1)4


u
INCOME (LOSS,\ BEFORE MIN !tfTE:RE5T
6 CUM EFFECT or ACCTNC CHANCE 1E.224 (115.577) 0 12.m1 0 0 0 0 199.927) D IS.372) (1.430) 1.3SO D 0 {106.319) 0 0 (10G.369)

MINORITY INTEREST 0 0 D

CUM EFFECT OF ACCTNG CHANGE


' C· 0 0 0 0 0 0 0 0 0 38,899 38,899

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)

WT AVEfi SHARES OUTSTANDING 22.195.256

EARNINGS PER SHAFIE !S~ 041


TRUMP HOTb..v & CASINO fiESORTS INC 21-0ct-~9
CONSOllOATING INCOME STATEMENT 03:45 PM
FOR THE QUARTER TO DATE PERIOD etlDED SCPT'EMBEF! 31l. 1996 Ae~is.11d 199~
(IN THOUSANDS. EXCEPT EPS DATA)
RESTATED OCT 1999
"
I'
TRUMP TAJ TRUMP TRUMP AC THOR THCR TRUMP THCR THCR HOLO THCR INC ":)
0
MAHAL PLAZA TCS TRUMP AC TACF TAC DTAC Ill ELIMIN CONSOL FUND HOLDING TRUMP IND MARIHA ENTER ELIMJN oONSOL lllCR INC ELI~IN CONSOi.
P.EVE.NU!;S:
GAMING $148.011 S10~.66~ £251 .sso SJB.1S1 S74-S3t $:154.172 $36:1.172
ROOMS 11.410 1C JJ' 21.851 A.990 26.841 26.B'11
FOOD AND B~VC.AAG.E
CTH£P.
1S.034
s.ss;
tS
~
~:!
::i:: 30 °''
9.061 1 125
421
3$4
10 459
j.116 (1 .125)
4C.S27
13.132
"I' .40.92i
13.132 "
~
~
GRO"'.:iS REVENU£ 180.122 m..516 0 0 0 0 0 0 312.640 0 1,125 38.S36 93.496 . :.6. •(1.125) 445,072 0 0 445.072 ~

LESS. PROMOTIONAL ALLOW 10.018 c ~e~ 3S}S5 1S!l 11.?40 47.685 47 685 >
~

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 ~
~
COS'rS .WC EXPEl~S!:S
w
~
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
~
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 "<
w
NON-OPEP.AilNG INCOME 1:XP).
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
i9.$61)
9.851
2.019
(55 290)
0
2.019
(55.3901
""
~
Oi'-1;:? NON·OPE?AilNG tNO EXP! 0 0 0 0 (
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
~
J.
:..::iss IN JOll\j. VE~iUP.: 0 742 742 742 z
0
~?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

WT AVER SHARES OUTSTANDING


S1S.6S2 $0
" ~2.195.256

BASIC LOSS PER SHAfiE S0.24


,ffv1 :A;;
TRUMP HOTt...... & CASINO RESQITTS INC 21"lel·99
CONSOUOATING INCOME STATEMENT 04$1 PM
FOR THE NINE MONTHS PERJOD ENDED SEPTEMBER JO. 1999
llN THOUSANDS. EXCEPT EPS DATA) ,,~
TRUMP TAJ TRUMP TRUMP AC THCR THCR TRUMP TliCR
ELIMIN
THCR HOLll
CONSOL THCR INC ELIMIN
THCR INC
CONSOL
"·o
MAHAL PLAZA TCS TAC TACF TACFll TACF Ill ELIM™ CONSO~ FUND HOLDING TR\JMP IND MAFllNA ENTER 0
~EVENUES:
GAMING S381.123 SZ8~.'.2C $562.243 $104.836 S20S 450 1972 529 $972.52!!
ROO~IS 29 015 2S.7J;: 57.750 2.2<6 12.266 i2.262 72262
109.523
i:-ooD AND BEVERAGE
07'HF.i:.:
40.962
33.114
3~ 57&
£1.221
80 540
42.335 3.498
2.588 26.395
1.052 8.055
.'
(34981 51.442
• 109.523
51 442 "u
GROSS R£VENUE 4&4.214 !56.654 D 0 0 0 D 0 6~2.161 0 3.498 110,72.2 252,166 ";: '.ii • (3..91) 1,205.756 0 0 1.205.756
'
"
LESS· PAOMOTIONA~ ALLOW 48.JZC 40.54£ " 13£5 2.182 iem 125.522 125 521 >
~

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

::::::is"7S ANO :;:xFEN.SES


GAMING 23i_15~ 1&4.13' 40\ 261 i2 091 124.866 59S.238 sse.23B 0
"
Ill

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
~
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
zw
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 . <
w
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
",.
~
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)
<
'.:'':'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-
z
~
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
••z
~8S5 It. JOllVTV::'.N'TURE 0 2.245 2.246 2.246
0
0
Pf=!OVIS10N t:OR l"JCOME TAXES 0

JNCOM~ (LOSS} BEFORE


MINORrrY INTEREST 8.010 {117.176) 0 (B,491) 0 0 0 0 1117,657) 0 {16,960) ("648) 111.560) 168) 0 (150.81)) 0 0 (150.913)

MINOR!iY INTEREST D 0 0 0 0 0 0 0 0 0 0 0 0 55.189 55.Hl9

CUM EFFECT OF ACCTG CHANGE


' iS.6201 (5.620) 2.055 (3.565)

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)

WT AVE.RAGE SHARES OUTST ANDINO 22.195.256

EARNINGS PER SHAA£ (:)!, 471


TRUMP HOH...... & CASINO RESORTS INC 21-0cl·99
CONSOLIDATING INCOME STATEMENT 03:45 PM
M
FOR THE NINE MONTHS PERIOO ENDED SEPTEMBER 30, 1"6
(IN THOUSANDS, EXCEPT EPS DATA)
RESTATED OCT 1999
TRUMP TAJ TJ:IUMP TRUMP AC THCR lllCR TRUMP THCR THCR HOLO THCR INC
-
~

0
0
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
~
0
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 -
~

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.$75 102.i63 215,444 0 13.375) 1,DSS.296 0 0 1,058.296
'"00
CDS'TS .AND ~XPLNSES:
0
' 0 ~
0
0
GAMINO 236.SSi 172 so.: 409.461 · 72 BG~ 125.Sii 607.901 W901 \II
~
ROOMS ,1.062 10.2911 2L'l55 2.383 23. ?39 23 739
FOOP AND B!;V~RAGE 1.!.366 13 934 28.300 2 4i3 i.426 38.199 38.199 ~
GENERA~ & AOMIN e; ;75 se 711 86 124.57~ 12.499 22.006 44.844 13.3751 200 ,.a 200.5'8 z
DE::lRECIATION a. AMORT 18.597 4.20~ 12.358 62.657 G2.6Si w
P~EOPENING
27.ZOA 4$ 901
0 "' 0 0
~
~
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 ~

N;)N-OPFRATING INCOME (EXPI ~


IN'T!:R!:SL INCOME 1.608 947' 103.:ii 101.(..50 C.30$ Z.102 f210.9Gi'• 4.482 1e.esc 13,775 895 55' (29.~SI~ 7.166 7.166 (
H
INT:?.tSI EXP!:NS: (i0.631 J (3~.iit 1·,1~.6351 (10:.250" i&.305i 12102; 21:J.9(j~ ,ne9il4! i,lS.85$· 117.962: fE.961 f !3S.2fii3l 2~.3e7 i\65.679! 1166.579! ~
CTHEP. NON·OPERATING INCIEXP) 0 j:1SQ1 (2001 12651 ~
TOT AL NON·Ol'ER INC(EXP) (69.023) (34.831\ 0 (7.551) 0 0 0 0 (111.512) 0 (4.20£) (5.3721 (37,709) 0 0 1159.791) 0 0 (151.791) w
0
H
INCOME (LOSS! B!::FORE INCOME IAXES 2.341 4,188 0 (7.144) 0 0 c 0 (1.215) 0 (1l5ZS) (4,954) (14,053) 0 0 l34.54n 0 0 1'4.s4n ~
JOINT VENTUR! ANO MINOITTI INTEREST z
0
L'.'.:lSS lfli JOINi Vi;;NiURE 0 2.225 2.llS 2.225 0

P~0VIS!ON FOR INCOME TAXES 0 0 0 0

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)

MINORITY IN1'EREST 0 0 0 0 0 0 c 0 0 0 0 0 0 0 13.43A 13.434

NET INCOME [LOSS) S2.341 $4,188 (S7,744) so so so so so ('36.772) $0 S13.434

WT AVERAGE SHARES OUTSIA.NOING


" ($1.215) SC ($13.525) IS7.179) i514.053)
" (IZJ,3J6)

2,:!,206,429

EARNINGS PER SHARE {$1,051


lRU~ HOTE•. , CASINO R£SORTS INC 2r..oci-90
CONSOLIOATING £QUliY o.i:CIB PM
FOR Tiff Y!iAA TO Oii.Ti PERIOD ENDED DECOOE!l :h. 1m
f$ IN TlfOtJSAND&J 1
TRUMP TAJ
TP FUtlD
TRU\F HiU~ AC
C:ONSCl 'fHC:ll FUND
THCA
HOLDING TRUMP IND
lRUt.fl
MARIN• '"'"
!)iTERFl~
Tlo!CFl HOLD
~UMIN COtlSOL THC:~ INC: El.IM
THCA JNC
CONSOi.
'"
"'"" PLAZA TCS TRUMP AC EUl.llN
'
CAmAL AT JANUARY 1. 1999 181,$48 2 1D1.S4S 0 209.164 (211.6031 272.759 0 6S7, 17~ 2\),225 110.114 137 1641.961) 412.444 105,820 IT.11.3561 211.900
'
NEi lNC:OMtiLOSSJ 110 d99i .2 :· i (2 775) (17.181) 110.1941 (2.6711 109371 1601 139.863) 13S.863l
CDNTRIB CAPITAL 0
0
3.SBO ; IJ.560) 0
0 14.578
" 0
14.578
"u
MINORITY INTEREST

· et · (6s1.5'11 6M.020 (711.778)


'"
CAPITAL AT MARCH31, 1999 171,049 2 r,17.731 0 206,SSB (219.601) 2$S,Si3 0 646.176 2\l,927 1ot.1n J?Z.581 261,523 >
NET INCOME< LOSS! 285 Z.2~2 iJ 141! ("4) (5.434) [3401 (3.983,l 1103011
0
(10.3011
0


CONTRIBC.tPllAL 0
3.767 ~
MINORITY l~TEREST 0 0 ~ 767
0 0 0 ••
••'x
0
CAPrTA.L AT JUNE ~o. 1999 171.3;14 2 100.04! 0 203.247 (219,&03) 255,029 0 640,942 20.587 9?,194 69 (651.541) 362.280 605,B20 (713.011} 255.089

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
-•z
0 0 D ~

CAPITALATSEPT30.1999 189,558 155.102 20.001 9B.554 (652.391) 25!1.911 6~5.S20 (674.112) 187,619
"<w
2 (15.5281 0 200.673 (219,GllJ) D 634,570
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CONFIDENTXAL TREA"fMENT REQUEST BY lHCH


OCT-27~99 lS•3t FROM·TRUMP PLAZA FINANCIAL OEP J0,4417?51 PACE

I
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TRUMl' HOTELS & CASINO RESORTS

2500 BOABDWALK

ATLANTIC C!TY, NEW JERSEY 08401

l'll:ONE: 609 441-6515

F~ 609 441-7926

FA..X TRA.c'<SMJSS!ON
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CONFIDENTIAL TREATMENT Rt:OUEST BY


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OCT-27-88 t5 3l
PROM·T~UMP PLA2A FINANCIAL DEp
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PACE 2/S

TRUMP PLAZA ASSOCIATES


WORLD'S FAIR CLOSING COSTS
r{

DESCRIPTION AMOUNT

W/O NET SOOK VALUE OF ASSETS;


RETIRE \NF ASSETS $97,617, 120.54
W/0 WF ADA ROOMS 36,342.15
RETIRE \NF A$SETS-TCS 50,639.88
LESS BV OF SLOT MACHINED RETAINED (461,397.00)
97,242.705.57

PROCEEDS FROM LIQUIDATION:


CA.SH RECEJPTS JOURNAi. (10.00)
EASYBAR EQUIP PURCHASE (5,000.00)
LAUNDRY EQUIPMENT (&5,000,00)
ESCALATOR SALE (35,000.00)
UQUIOATION RECEIPTS ACCRUAL (300,000.00)
(405,010.00)

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

CONFIDENTIAL TREATMENT RCOUCST 6¥ THCR 00184


PACE 3/5

22-0ct-'"9

TRUMP Pl.AZA ASSOCIATES


WORLD'S FAIR CLOSING COSTS

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

PROFESSIONAL FEES ASSOC WI CLOSURE:


ABORTED SALES ATTEMPT:
LEGAL FEES 100,000.00
INVESTMENT SANKER 100,000.00
LEGAL RESEARCH POST CLOSURE RIE TM 92,308.15
ARTHUR ANDERSEN 24,550.00
316,858,15

TRANSITION CHARGES:

TRANSITION COSTS-EAALY CLOSING OF LAUNDRY OPERATION


66.179.36
66,179.36

MISC:

NO INCMDUAL ITEM EXCEEDING $1500


10 165.91

10,185.91

TOTAL WORLD'S FAJR CLOSING COSTS $128,375,417.08

CONFIDENTIAL TREATMENT REQUEST BY THCR 00105


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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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CANCELLATION CHARGES
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z
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n LOGGIA 1,000 1.000
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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
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826 2,800 6,387
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WRITEOFF WF PREPAIDS 820 920 >
r
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> ONGOING CHARGES z
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REAL ESTATE TAXES 1,470 5,BBO 1,470
~
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8,822
293 46 260 -
0
~ TOTAL ONGOING CHARGES 9,116 1,516 6,130 1,470 ,,
~
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j ­'
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DEACTIVATION CHARGES 366 234 122
0
< PROFESSIONAL FEES ASSOC WI CLOSURE 317 317
~
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QR TO BE INCURRED
ALREADY 4TH QTR
eAlll 1Qll ~ ZW1
2002 ­
Zllil :-1 n
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jCANCELLATION CHARGES
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n LOGGIA 1,000 1,000 •


0
z CONNECTIVE 10,58T 700 700 2,800 8,387 •r
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690 61 503 128 N
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TOTAL CANCELLATION CHARGES
12,277 1,081 1,203 828 2,800 6,387
m
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7,244 T,244 >
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RITEOFF WF PREPAIDS
920 920 >
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m

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OTHER ONGOING CHARGES

8,822
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LABOR
9,116

793 793
1,616 8,130 1,470.
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CONFIDENTIAL TREATMENT REQUEST BY THCR 001oa


0
rRUMP HOTELS & CASINO RESORTS INC 29-0ct-99 n

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CCNSOLIDATING CASH BALANCES 03:44 PM
;IN MILLIONS)
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MAHAL PLAZA TCS TRUMPAC CONSOL THCR HOLO TRUMP IND MARINA CONSOL "x
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)ctober 29, 1999 Estimated
NOAKING CAPITAL $8.3 $6.1 $14.4 $0.6 4.6 $8.3 $25.9
c
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0 P5MILLION 11.6 11.6 11.6
r
"'z ~25 MILLION 7.9 7.9 7.9 ~
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m
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---­ 37
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SLOT WPU ANALYSIS
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THIRD QUARTEIUlli;.
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SLOT WIN (CASH BASIS)
PLAZA

57,328,418 17,585,017
WE TOTAL

74,913,435 1
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#OF lJNITS 2,620 1,558 4,168
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SLOT WIN (CASH BASIS) 154,000,112 54,535,857 208,535,969
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#DAYS 273 273 273
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"< WPU $217.84 $123.84 $181.76


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TRUMP PLAZA

WIN PER UNIT PER DAY

FOR THE THREE MONTHS ENDED 9/30198

JULY 19,893

AUGUST 19,559

SEPTEMBER 17,442

TOTAL 3RD QUARTER 56,894

# OF DAYS IN 3RD QUARTER 92

#OF SLOT UNITS 2,569

WIN PER UNIT PER DAY $240.72


(3RD QUARTER)

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"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.

NW. Months l!u~ S.,,""1ll:ot l0,

1998 1999

(dollm"' """""""l

Tablt C-a:nte Revenue$ .... ·································· l W,575 S 200,414


QeQeUe over Prio.r hriod s (25,161)
T.b~ a,,., !lwp ....... s t,33!,631 S t,2S9,0!i7
Decrease ovi:r Pri1.1t PmQJ . s (129,574)
Table WinPercenmge .... 16.2% 15.9%
)c...t ~:'• ~ over Prior Period (0.3) pa.
Number ofTsblc Games 265 247
0~ OV::T fuor Pmod. (!8)
.~.;
Slot Rcvcnnc:i , • , , , , ..... l 432.;:.81 l 445,ZO?
lnctcuc over ?riot P~..M s 13,!67
Slot Hand.le .. l S,304,993 s S,S$3,544
~ovr::. :Prim ~od l 178,351
Sloe Wiu Pt:reOUllge •.. , .. 3.1~{, 8.0%
DiC'C:te:l!Je OVct Pnar Period . (O.!)pu
~umber o(Slo(~s ~.L61 8.480
ln~e o\/d' Prior ?o;r.od 219
Poker Reven\JC3 . . .•• , . . . . ... , ..... .
lA.c::twe O\ler :?riQ{ ?;triorJ . , ..•.... , , •..•.•.....
! ...t;
l"' s
l
14,602
2,043
N\ln\b(t of Paker Table$ ...... , . . ...... . 62 62
0to't:3St! aver Prior Period . 0
z.::'f':>
Other Oarni:lg Rl:V01Ue$ . . . . .. . . . l J,m s 1,920
~ OVct Prior I'e:riod . s ( 12.5)
Tom.IGamingJt\N~, ., , .. , .... ,,,, .•......... , ........• ,. s 672,339 l 662,243
""'!.h~i.~""~ overJ'TiorPenOO .. $ (I0,096)

NumberorGuest~ .........•............................ 2.654 2,654

Occupw:icy R.&1': ........ , ............. , . , .................. .. 89.1% 92.8%

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.

CONFIDENTIAL TREATMENT REOUEST 6Y THCR 00196


)
..
.......


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)

Slot~U:e$ •.. '' •.. ' s 432,~40 s .WS20i


!cause aw:- Prior 1!!":od s U,!67
Sictl!adJe ............ .. l 3,JC4.99!' l 5.$83,S-4
Inz:::re:ul\' over Prior ?cried .. . 4.3,3!1
SlxW"UI~········· J.:~'i. t~~
D~ovtr~P~. 1.0.:) ~($
Ntttl:.bet of Slot ~~ 1.:s:i l,4Sj
!nc::ca:se over!irior ?-!r.:od . 219
?om : i - ....... l :::.5'79 s !4,502
~ ave:r Prior P::od l,0::!3
Nw.tti>ctoiPote:T.ahl¢1l ............ . 62 62
:ncrmei(D~:::1:asc) ova Prtor !'tnod .. 0

=
~ QYC'
a.imac &.."""' ............ " . . .. .
Pnar Period. . . ' .•....•. '
2,045 s
$
!,920

(12S)
TOtll Gt.ming ::tcveuu.es ............. ., ... l 6i2,339 4's 662,Z43,,./

~over~?'='.iod .............. . s (I0,096)

~umberofGucsc:Room:s
......................................... . 2,654 2.654

°""""'1' it.le
..................... " "................. ' ...... .. !9.1~'- 12.8%

A"""' O,;!y-(l\oom 1'.cv=z) ................................ , S 90..59 $ 15.91

~~~a~ SQQra:~A.C:1mer1111e1. 1lle )"C'avCl!'J"acrdoemue inp::tai=g.mrtlDleS


(b)(6) (b) 1V11duepximltily tu.tdi:::cl:im:iahigh-<M.
, '.,,, Q.bicpme:~ du:to Alim nic: mrytitjgm mdlutyeu
~ wb:ich.iD:luded an IDmSZl.ll S8 millims. do!J&r!lhlo p:ma w:i:a b- QllO pJtmium p.la)'l:I'. Tabk games~
1_7)(C)
_ ... _ _ byT,_ AC--Wls-!Ctablcpmc1. 1'llc table win!'=_,.,_
r~ •
-,
~ 1 lmly .,._....,.., icoJ - .
j;-<,;,\.•"''' • Atlllnl<: City - table
""--rw=•1 IS~
win- • , "' ... ..., - ..11,."' bop wasm 1>y "lliµ !Ollm". n.
m IS..% for 1llo a momlla ood<d ~JO, 1998 IDd
to he

19W, t:ip 'iofy.


-............·~


The - in - ......... ii primlzily "'"'""It
ot... roocip< o f - .. Sep 1"' 24, 1999, - ...

' . 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

i97,b~,coo s;:,~ 4='h,'3'13, •Co •~


• 00199
CONFIO~NT!AL TREATMENT REQUEST BY THCR
12: lS N0.019

I>.
The ~ill other m-crruc is ptinmily the xcsu:lt of the ttee4tt orwtts. an Scpt¢mbtf 24, 1999, imde:r !ht:
tmT1in1rian of a lc1SC bcfwec:n Taj A.uoci:tr:e.1. All Star Clfe.. (New Yari.}, lne. 4lld ~Hollywood. ?'Jlt:c::ma~ ID.e.
tccord.ed ;at tb.c C$ti;m,attd fair uvuia!t '18.tne hued upcm m:1. s;ppriis.d iz;i, ~ imou.n1ofSl7,200,000 (Sec foomoW: 4 iD 1he
C:mdem.ed Camolidau:d Fi:uAtlcW Snmnd!tl),

~ c:tt.its md e:q)C'Nt::'$ ~ from :he compmble ;=lod :n 1998 ~ !O dt:aeas.ed markt:ting md


~cost:;..

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.

t:mportuc Faaon R.t.1aC:iD.g: 1U Fornrd l,()Clkiog Sttretwmts

'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

lignifi--"" " '" '


the fuCare: by ar an bc:baJf o! lbc ~ rho ~note that~ ;a: varlaU$ bctt:u1 d.m <ll.Nld eau;c &etl.laJ RIS'l11is
m diffc' mamJly ffmQ !bole Kt ftrlh mcny ~ ~loobas ST.m!IDl:DD. Tba farwud.-look:Wa: s:R • !! canmincd
U. li>ls ~ ltopcmwon: ~by """'!l=ml m qaolillod by, llU!sulrjc<t ID,
~~llldodlie:t 11 Mrier!lil¥1??ttd g fN &llofwbichucditficcllarimposl.lblctop(Cdia:.tndmmay
c( wbiclr. UC beywd. lh£ amtrol cf lhr: ~ ~Yi lhete ¢1'1 be U.O WbtUOC tbl.t th¢ forwud..loak:mg
SCllEmml cmminnt in this Qumr:rly Rc;ian W"lll be n:aJm:d or dw ai:tual TCJults wi11 ll0t be: .iir;nificmtfy higher ar lo1n:r.
The S'Qllell)'!'QJI hl'w:: !ID( bce:a. audited by, cxmtift 'cry, compiled by or $\lbjcct.ed to tp:td-upoo. ~by ·, 1 1 h t
scc:oUQ!lnCS. aad no tbitd-pU!y h.u in · ; • '1 verifii:d ar n:vir:wd ~h sta.1m1aQ, Rtadm of dUs Qmrraty Report
should~ thee fa.cts iu ~lb:: i.i::d'o:mr.;:Uioa.contpin...t ht::mn, h:I. additiaa. the OOs.iJ::Jm md o:pmdou of the
R.cgiatnnta U8 ~ {O s;M·nti•I :iakl ~hic.b ~ ·.h:ci ™~ m.ttacB in the {orwud-~ ~ Mh
="""'I a,.. Qo"""r I!"?"" Thc ..,.,,._.,..,. ........laaldog · - " " " ' - ; , , ou. Qo.u=1r Rq>ortshould
cio< be~" i ~ bytbc Rcsimmta or my olhet pcncm thst tbc farwud-lDPk:ing ~ con:aint!d i.tt

•o

CONFIDENTIAi. TREATl,IENT REOllEST BV THCR 00200


N'.).019

~.

(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 _ _ _ _, .... _

dum.gh m.-ica<el"I". md(il) .........im.oflho-11>omc"'1!. 111< All SmCaf<"P""dinM.mh 1!197.

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.

(SJ T"""ll Wotid's Fair cio.mg


••

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.

'

CON~IOENTIAL TREATMENT REQUEST BY THCR 00201


Gammg re' enues lre the pnmary souree o(Trump AC"; revenues. The year over ye;u dec«:ase in g:i.ming revenues
was due primarily 10 a decre;'lse Ul table game reventJes :11 the Taj \.lahal as a result of a decline io high~end international
table game ?l::t;.ers due :o e:conorruc :ondllions and last yelr results which included an unusual $8 mil hon dollar table game
,
I
I
\11Ui from one j.?remium player. Taj ,i..ssor;)ates · tlble glme revenue declined S24,899,000 or 16. ~/4 from the comparii.ble
per:od i.n !998 as a r:sultoia decline in both the 1abie game drop of SI 1.$,6)),000 or l2,S~'Q and a dcclille in the table \Vin
''

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~.

CONFIDENTIAL TREATMENT REDUEST BY THCR 00202


,,

(4-) ..\II Star Cafe Tr:insaction


All StJr CJ.fe. Jnc. :..All St.-ii·1 h:id ..::nt~red mro J :'\\'e~ry.~:e:1r \of!l~e nhe ··_\il $tJr CJ!\! LeJse ..l "-1th TlJ A.1:oc1aces rQr
:he te:ise ot" ;pac: :it d'te T:ump i .lJ \!1'1ll CJs1no Resori ! :he ··TJJ \.!Jh:ir"1 !'or .:11 .\ll StJ:- (')/~ , the ··.-\ll Star Cail! Ltls.e.. l.
The bask re:ii under ~.he All Sw Caie Lt:ise w:is 51.0 million per year. p;?id 1n :cu:il rnonrhl} msw.llments. [n "-ddinon. :\l\ S(Jr
~-a~~~ pay per<:ent.lge re:u ID an Jmounl equll :o the differe~ce. :r"any. ber.t·een tii .$4 ~ 0f .-\ll S!ar·s :,rross ;;:iJes r1t1de dunng each
;:i\endar monl.h durmg the t!rst lelSe ye;u, 9°~ ol Ali Stu ·i gross .i&li:s made dur.!'g e:icil ;;-:.i.iend.u month during 1he >ec1;1nd )e:ise
year md 1O"-~ of ,--\JI sw·s g:ro~s sales m:ide during each calend:ir month dunng 1he third ihroulih the n~·ent1e1h !e'.lse years. lnd
1 iiJ one.rwe!fth of:he :wiual basic rent The All Srar CJfe opened in Yla.rc~ l99i.

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.

15) Trump \Vor!d's F:tir Closing


On Ocroi:ler -1., 1999. THC:-l ;losed. T~mp '.\'or:.!·; ?J1r. 7i'.~ ~~:::-:-::i~e:.: ~o~: .~r· ~:osi::J "'.':i.:mp ·.\·,ir'.j'; ;::~:: -;
5<.:'.3,;75.000. '.vh:c:i. :ndudes $9 1 .682,0011 r'or ±e '.\nteCo\vn ;t:::.c ~ss.:cs .lnC S~il.;;io?;/'('1; it' ;os:s :!'l~'Jrr~ci Jnci :v :it: ;r,.;::r:~.:
;n ~onnet::ion '.vuh '.ht: ;!o~ing Jnd demohnon or':ii.: ::u1iC:..;~.

CONFIOENTJA~ TREATMENT REQUEST BY THCR 00203


' .' '
11/18/99 12:33 TAJ mR.. FINPJ<E .:,. 4417751 ~19
.' ,·.:
.. . ,. :/
'•
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·.· .. ,
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" ,

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CONFIDENTIAL TREATMENT REQUEST BY THCR 00204


11/18199 ::.2: 30 TA! 11'1HAL F!!NANCE , ,_ 4417751 ~15

TO: ibution
(b)(6),(b)(7)(C)
FROM:

DATE: November t, 1

SUBJECT; AD Star Lease Termination Di«losnn

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.

I would appreciate your timely review of this verbi03e.


616 16 7 6
Please fax your changes to my attention atLl(_)_1_·_11 _H__1 ___,

Distribution•

(bJ{6),il>)(7){CJ

(b)16J,1bj(7)lC)

{ 116 ,lb)( HC)


1b)(6),(b)\7)(C)
ur Andersen
L __ __J,.,WW Andenen

CONFIOENTIAL TREATMENT REQUEST BY THCR 00205


'.
..' .. TAY f¥1HAL FINANCE ~ 4417751 h0.022 017

I~ ' ..
I..

(4) AJI S:t;ar Ca.fe Tnnsnctfon

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.

CONFIOENTIAL TREATMENT REQUEST BY THCR 00206


12:30 TAI ~ FT~ _. 441'7751 N0.022 012
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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.

CONFlOF.NTIAL TREATMENT REQUEST BY THCA 00208


...
r.., .

Trump Casino Services


INTER-OFFICE MEMORANDUM
To: Distribution·
l. rb)(6),(b)l 1l(C1
From:

Subje<t: First Draft of Trump Hotels & Casino Resorts, Inc.


10-Q for the period ending September 30, 1999

Date: October 29, t 999

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

"- Arthur Andersen


Anhur Andersen
(b,1(6) (b)(7)(C) '"""kie, Farr & Gallagher '
IWillkie, Farr & Gallagher .

(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.

CONFIOENTIAL TA~ATMENT nEOUEST BY THCA 00209


.
"----.~---,.,.,... .._-_,-.-.i;;•A-i1"'1ENT-i:tE;:'-==~---------------.
' QUEST SY THCR 00210
l1/1EV99 12: 31] TAJ ~ FTl'<ANCE i 4417751 010

'\ ..

INmlOIFla COIWSPONDINCE

FROM:

DATE:

SL'BJECT: 10-Q Trump Atlantic City Associates

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

CONFIDENTIAL TREATMENT REQUEST BY lHCH 00211


11/18199 12:30 TAJ t'PHAL FINAN:£ .:; 441TIS1

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.

Please fax your changes to my attention at Fb)i 5 J.ibJ-: 7 JiCJ

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

CONFIDENTIAL TREATMENT REQUEST ev THCR 00212


')
TRUMP ATLANTIC CITY ASSOCIATES
DISTRIBUTION

{b )16\.\b\(lj\CJ
Trump Hotels & Casino Resorts. Inc
725 Fifth Avenue
24it. Floor
New York, ~'Y 10022

Trump Hotels & Casino Resorts, Inc.


2500 Boardwalk
Atlantic City, NJ 0840 I

Trump Taj :>!ahal

lOOO The Boardwalk

Atlantic City, N. J. 08401

Trump Plaza
Mississippi & The Boardwalk
Atlantic City, NJ 0840 I

Arthur Andersen LLP


101 Eisenhower Parkway
Roseland, NJ 07068

WiUk:ie, Farr & Gallagher


787 Seventh t-\venue
New York. NY 10019

Graham, Curtin & Sheridan


4 Headquarters Plaza
Morristown, NJ 07162-1991

Stems & Weinroth


50 West State Street
Box 1298
Trenton, NJ 08607

CONFIDENTIAL TREATMENT REOUESf BY THCR 00213


t-0.453 004

DATE: October 27, 19!1!1


QIBll:f Dbtribation ~(b~l(~6~),(~b)~(7~)(~C);--­
FRUMP MARINA
H011!l. •CASINO
TO:
(b)(6) ,(b:(?)(CJ
FROM:
SUBJl!:Cl': L-.......=-:~Jl9'°"'!1!1"l~rd~Q~oartor===­
SEC rorm 1().Q for Trump's
c....tle Mloclates, LP.

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

CONFIDENTIAL TREATMENT REQUEST BY THCR 0021~


N0.4S'.}

DATll: November 5, 1999


Dll5lm =~~=~

TRUMP MARINA
HOTl!l. • CASINO
TO: Distribnlioa (b)(6) (bJ(7)(C)

FROM:
(b)(6), (b )(?)(CJ

SUB.rECr: 1999 3rd Qurter SEC Form l().Q

for Tnnnp's Casde .A.1socia.tt.5, L.P.

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)

CONFIDENTIAL TREATMENT REQUEST BY THCA 0021(>


'''

\ .• '

TRUMP MARINA

DISTRIBUTION

Trump Marina
Brigantine Blvd.
Atlantic City, NJ 08401

11b11!1.1611711c1 Trump Hotels & Casino Resorts, Inc.


2500 Boardwaik
Atlantic City, NJ 0840 I

libi16) lb)(7'1Ci
Trump P!az.a
ivlississippi & Boardwalk
Atlantic City, NJ 0840t

Arthur :\ndersen LLP


101 Eisenhower Parkway
Roseland, NJ 07068
(b)(6),(b)(7)(C)
Willk:ie, Farr & Gallagher
787 Seventh Avenue
New York, NY 10019

Graham, Curtin & Sheridan


4 Headquarters Plaza
Morristown, NJ 07162-199 l

Stems & Weinroth


SO West State Street
Box 1298
Trenton, NJ 08607

CONFIDENTIAL TREATMENT REQUEST 6Y TllCR 00217


l ~
-,b-i-\6-1.-\b-H-,,-,c-i-----~~------------------~.~~- .. - ..

-··-- -·-·-· --··-··--·

---~---- ­ (b)\6),(b)(7)(C)

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CONFIDENTIAL TREATLlENT "tOUEST BY THCR 00218


,.
I ' ,
. '. ie12a1s9
OCT-29-1999 09:35
1&:31:es

OJT: Revising 3Q99 Results


TRUMP
rtiun::iun r 111n11u ......
fJRST CALL ReSEARCH N(TWORK

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

Farley, Robin M. 212-471~3015 10/28/1999


Davis, fliz:abetli Q. 21<-471-J491
Deutsche Sane Ala~. Brown
.
TRUMP H01ELS ' CASINO RtSORTS, lNC. iOJTJ "MKT. PERFORM"
Rcvisin9 J099 Resu1 ts -- Operating EPS Were SO. i6 Not $0. 6) as Company Reported

Date; !0/26/1999 EPSo 199tA 1999E 1000£


Pri..ce: 4.06 JQ (0.79) 10. 91/ NE
52~Wk Range: 7 - 3 20 (0.<91 Io. l9) NE
Ann Oividend:O.O 3Q 0. 24 0.16A NE
Ann Div Yld: 0.00~ 4Q (0. 69) 10. 60 I NE
Mkt C;:ip {l'l''t1) :142 fY(Oec.) (l.13) (1.6<) Io. ao1
3~Yr Gro1o1th; 10:.1 FY P/£PS NM NM NH
CV EPS (l.13! i l. 6•1 \0.80)
CY P/E?S NH NM NH
Industry: L-E1$URE:
Sr.ares Ou~standing(Mil.); 35.0

Return On Eq1JJ.1y {!.998) : O. O'k

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 .......

es1imates to refl.ei:-t the operat1onal porformo:ince in tl'ie (ruarter. Thra stoc:k:•s


( Cijrrent price impli~s a 11Witi~le ~f 6.S time; o~r 2000 esti~~tcd cash flo~. a

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

stocks are trading i~ the range of 5-G times cash flo~.

Addi~ional Jnformation Available Upon Req~e~t

lrt'ithin tl)e past three yearl:O, OE;1utsche D»nk Sttcurifies Inc. or its 111!1011y 01.1ned

subsidiary, 81 Ale~- Bro~n Incorporated) has Managed a~ comanaged a poblic

offering of Trump Hotels; Casino Resorts, Inc..

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------------· f'ir:;;t
~--·-·---·--·-···---~---~---···•-Y-----------····--··••••-·-~---
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22 Pittsburgh Street PAX, 611·161-5617
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Firs't Call is a registered tr.Jdt::marl< of the first Call Corporation

00220
UNOFFICIAL TRANSCRJPT OF

TRUMP HOTELS & CASINO RESORTS

10125199 CONFERENCE CALL WITH ANALYSTS

OPERATOR, Good morning and •..;elcorne to the Trump }Iotels and


Casino 1 s third quarterl2• earnings &fli?t~~J::.e-<;all.
I 1(6),(b)( )( l

and Casinos, !b)( H J\ J( ! please go


sir.

Thank you 1 welcome everybody to our third quarter


and nine rr.onth conference call. I have with m~
o{bb~/(6~)~.{b~)~{7t)l~C~)---------------,~~----'and (b)1,6),
lbH6).lbJl 7)(CJ I'm sure most o
~-~-----~-~-----~--~
you have received a copy of our press release but
I'd like to ~eview the numbers and then handle
each property in some detail before taking
questions.
For the third quarter Trump Hotel and Casino
Resorts reported consolidated net revenues of
403,000,000 compared to 397,000,000 for the same
period in 199$. The EBITDA, that is, the earnings
before interest, taxes, depreciatiotl and
amortization, and the Trump 'Norld' s Fair t-:ritedown
which I 1 l l talk to in a minute and corporate
expenses was 106. 7 million versus 90, 6 millio11 for
the prior year. Ket income increased to 14
million or 63 cents a share - - of course that's
again before the World's Fair charge, one time
charge, compared to 5.3 or 24 cents a share in
1998. This exceeded analysts' estimates by
app:r:oxi1nately 10 cents, 54 was first call
estimate, our earnings per share was 63 cents.
When we started this year at the beginning of the
year we had decided that there are three things
that are important to us going forward. That is
to increase our operating margins at each of the
operating entities; second, to decrease our
marketing costs; and third, to increase our cash
sales from non··casino operations; And the third
•..;as the most importa11t to us and although in some
cases it created a shortfall in revenue, casino
revenue, it was a benefit. especially to the Taj in
non-casino ~evenue.

Now let me review for you specifically the


boardwalk property, that is, the Taj Mal1al. For
( the third quarter the revenues were 167, the net
This document is submitted as CONrlDCNTIAL. Exemptio11 from di~losure w non-gov~mmental partie~ of thi\ doeuinent 3rtd :my tnpie~
of it i~ claimed undfr the Fr~'Xlnm of Jnf1;Jrn1atu.1n An (Scr:tion 200.8~. 17 C.F.R. §:ZOO.SJ) and ~ll Nher apphcnl:lle pro~iswn5 of how nnd
regulation. It i~ reqlle>ted that~ any disclosure is permitted ofthi> document or any part or copies of ic, 1imely pri.ornolice be given co
TliQmas Go!d~ll, \Vill\.:ie Farr & G~llagher. 787 Scv~mh Avenue, NY, NY Jlhl19, 212"7 l&"8000

CONFIDENTIAL TR£0ATl-1ENT REOUEST BY THCR 0022'1


0693595.0l

revenues were 167,7 million versus 162 million.


For the nine months the1· v.•ere 436 million versus
426 million. Ou:- EBI'I'DA for the third quarter was
51 million versus 46 million in 1998. 106.6
million for the nine months and 100 million for
the nine months in 1998. Our operating margin
increased to 30 .4% from 28 .4?-> and for tl1e nir~e
months increased from 23.5% to 24.4%. I will
again go back to the 'Taj more specifically in each
of the properties after I finish these results.
At the Plaza the net :revenues were 117 million
versus 114 million in the third quarter; for the
nine months were 312 million versus 313 million.
Our EBITDA for the third quarter was 31 million
versus 24. 4 in 1998. For tlo.e nine months our
EBITDA was 65.2 versus 58.9 for t:ie nine months in
1998. our operating margir. increased to 26.5 from
21.3 in the third quarter and for the nine months
increased to 20.9 from 18.8.
Trun~p Atlantic City Associates the revenues were
284 versus 276 in the third quar~er; for the nine
months were 748 versus 739. Our EBITDA •,.;as 82
mill~on versus 70 million i11 the third quarter.
Our nine month results showed zu1 BBITDA of 171. 8
vers\1S 159.1. 0--.ir margin for the third qu.a:rte.r
for T:ump Atlantic City Associates was 28.8 versus
25.4 and for the nine months 23% versus 21%.

Now going to the Marina. For the tl1i~d quarter


our net revenues was 83.5 versus 81.8; for the
nine months 223. 7 million versus 215 millio:1. Our
EBITDl\ for the third quarLer was 19.6 versus 15.3
in 1998. For the nine months it was 42.3 versus
36.1. Our EBITDA margin was 23.5 for the third
quarter versus 18.6 and for the nine months was
18.9 versus 16.8. Now going to Indiana our net
revenues for the third quarter were 34.4 versus,
excuse me 34, 9 versus 313. 8 and for the nine rnont!1s
106.5 versus 103. Our EBITDA increased to 5
million versus 4, 8 in the third quarter arid for
the nine months increased as 16.1 from 12.5. Our
EBITDA margin was 14. 3 versus 12. 4 in tfte third
quarter and for nine months was 14.8 versus 12.5.

Now as for the writedown at the World's Fair it


was a one time charge of 81.4 million '.Vhich is
before the minority interest it '\'las 128. 4 for the
entire writedown and its a onc-tirr:e writeclown f<Jr
that property. Going to the ca:r:nings per share
again the basic and diluted earnings per share
(
2
This documeni 1s .1ubmined as COi'iflOENTIAL. EK~m)'ttion from rJ1~dosure to non·governmcntnl partic& of thi~ document and any copies
of 11 is clailne<l umJer th~ Freedom of lrifonnanon Act (Sei:tlun 200.83. 17 c.F.R. § 200.83) and all other ~pplicable provis1on1 of law and
rrgularJ<,n. It 11 rcqu~strd thaJ before any di1ch)51Jrn is permitie(J of 1hi.1 document Qr any par! or copies ,)f it. timely prio1 not"'~ h<'. givr.n ro
Thom~& Goldt-n, \Villkic Farr & Gnlhgher, 787 Seventh Avenut-, NY, ~y 100!9, 212-728-8000

CONFIDENTIAL TREATMENT REQUEST BY THOR 00222


0693595.0l

before the Trump World's Fair closing \..-ere 63


cents versus 24 for the third quarter for the nine
months it was a loss of 64 cents versus a 1.oss of
105 in 1998. Including the loss, one-time loss at
the World's Fair our earnings per share were loss
of 304 versus 24 cents in 1998 for the third
quarter and for the nine months was 447 versus
105.
Now going to each of the properties specifically,
first taking the Taj Mahal. As I indicated to you
earlier the Taj Mahal was the one property that we
believed could gen~rate substantially more non
casino revenues throttgh the selling of c:ashrooms
through cash salef; at all our retail and
restaurant outlets of which we added a substantial
number over the course of the past 18 months and
we 1 ve decided that early in the year going into
this year that. we would accept a srnall decline in
our gaming revenues versus a substantial increase
in ou~ non-gaming revenues if we ~ould achieve the
cash sales. It was a risk that was worth taking,
we believe in the lo<lg run, because we believe
that the changeover from a more of a high-end
internation.al table game business at the 'raj Mahal
into a more slot driven business has shown
significant x·esults. During the ~ourse of the
past 9 months we have added substantial areas at
the boardwalk and on the floor we have increased
our, the number of our slot machines by about 400
we have changed many of our slot ~achines and
we've energized our focus in the slot area and in
cost containment in the marketing area w11ich was
very very substantial at the Taj ~ahol and were
very pleased with the results. The gaming
:revenues for the three months were appro:xirr_ately
137 million versus 148 million in 1998. For the
nine months it was 382 million versus 388 million.
Now th~ hold percentage for the three month period
was 14-1/2 versus 18-1/2 a11d for the nine months
15.8 versus 16.5 and this is very significant
because even at a time period where we had a low
hold percentage versus the year before we were
able to generate substantial income on the slot
side and away from the high cost of volatile
international play. Again going to Otlr non-gaming
re\renues we've increased our non-gaming revenues
to 49 1nillion to about 33 million the year bef;(y:re
and to about 103 million versus 8.3 mi11ion for the
nine month period, At the end of the day our net
revenues increase to 167.6 rnillio:i in the third
quarter versus 162 million and 436 million from
(
3
This docume11r i1 submit1ed a,~ CONFIDENTIAL E11emp1ion from disclo5ure to non.governmvnml paruei; of thi~ document and any cop1es
o( it i~ cl1imed l!l1(ler the Fre1:dum of JnformJlJOll Ac1 (Section 200.83, 17 C.F.k_ § 200.83) ai>d all other applicable provisions of law and
regulntion, II is rcquc~tcd that~ any disclosure i-; pen11iued of thi:; dorurneru or ~n)' pJrt nr .;;ovies Qf it. timely p•ior ~oti~e t>e r,iv~o 10
Thorrus Gold¢n, \V1llkie farr & Gallagher, ?P,.7 Seventh Avenue, NY, NY 1001 )l, 2J2·728·8000

CONFIOENTIAL TREATMENT REQUEST BY THCR 00223


0693595.01

426 million. Our occi.1panc'/ rate was almost 99%


during this period and for the ni~e months was
96%, a 5% increase over the :r·ear before. The most
significant factor is that many of our rooms were
taken up by high end gaming customers. They were
always comped in addition the mar:<eting cost and
the other costs relating to that were very very
substantial. lile were able to shift those into
cash sales in many cases and in many cases
shifting rooms into the slot area for our slot
customers. Well I think the results for the
ouarter show that w~at we did was correct and we
Will continue to do it going forward. Our EBITDA
was 51 million versus 46 and 106.5 million for the
nine months versus 100 million and again the
biggest impact of what we did and it was really
focused on the Taj Mahal t<) redtic:e not only the
cost of doing business but to sl1ift that cost into
rnore profitable areas and I think we 1 ve done that
successfully and you will see I think those
results going forward in the fourth quarter and we
expect to have the largest E:B!TDA yea:-:- at the Taj
Mahal than we 1 ve ever had. We've had one year we
did about 140 million in 1995 when we had a lot of
high end business fron1 the internatior.al marketo
much of which we 1 ve wrote down in the succeeding
yea rs because :it was di f. f i Ctll t collecting Sor.le of
that profit.
Now going onto Trump Plaza, first 1 ':he gan1ir1g
revenues for the three: months that have just ended
\':ere 105 million versus 103 million for the three
months in 1998. For the nine months it was 281
versus 283. Our hold percentage was 17.6 versus
15. 8 for the three rnonths and 16 .1 versus 15. 7.
Our non-gaming revenue again increased here to
about 30 million versus 28 million in the prior
quarter and for the year it was approximately the
same about 77-1/2 million versus 78 for the nine
rnonths. H<:>wever, <)Ur EBITDA inct-eased to 31
million for the quarter versus 24 and for 65
rnillion versus 58 for the 11:i.r1e montl1s. Now the
Plaza benef lted substantially fro-:n our decision
made in the first half of last year to close the
world's Fair which has obviously has been done.
It benefited because our energies were focused on
the main property. Our costs 1 our energies and
our expenses were better spent on this property
and we were able to get rid of that lower end
busir1ess out of the Plaza bec;ause it was forced in
there because many times we had we were focused on
filling the rooms at the World's Fair and again
(
4
Thi:; don1ment Vi .1ubnuned as CONFIDENTIAL. Exempti0n frnm diodosure 10 non-;:ovemmenml partie5 of this document and any copies
of ic ls claimed under the rreedom of Information Act (Section 201.L8:3. 17 C.f'.R_ § 200.83) and ~II o~h~r ap~licable provisions of Jaw and
regula1i1,n. It is reque~ted th~1 t£f~-~~- any Jisclo;ure is permin~d of thi~ dm:\tnient or any part or copies of it. timtl)' prior 1101kc \le i:iv~11 11:i
Thoma~ Golden. \Villki~ Farr & G11ll.1i;her. 787 S~ven!h Aveoue. NY, NY 10019, 212·728-l!OOO

CONFIDENTIAL TREATMENT REQUEST BY THCA 00224


06935115.01

our cash sales increased and our cash rooms


increased and continue to increase: and I think you
will see again our fourth qu~rter showing the
results of the closure of the World 1 s Fair in a
very very positive sense and going forward in a
very positive sense. It was a negative to our
company of at least 13 million on a cash side
every year b1it on an energy side it took up a lot
of energ)' of our executives tl1at are now totally
focused on the Plaza and were for the last six
months of the year when they knew that the World's
Fair didn't have to be propped up anymore and they
could focus t11eir energies on making sure our
programs are correct at Trump Plaza.
Now goir:ig to the Marina.Our gamirtg revent1es for
the nine months were 75.3 versus 74.3 and for the
nine months increased 205 million versus 198. Our
non-gaming revenues were about the same about 19
million and about 46 millio~ for the nine months.
Now the t1arina is a much more difficult property
to increase your non-gaming revenues 'cause you're
limited to 650 rooms and its very difficult to
substantially increase your cash sales although we
did that out during the summer out on the dock in
the rv:arina ai1d in the entertainment area which we
were driving cash sales rather than comp sales
with our custorners. Our EBITDA increased to 19. 6
million from 15.3 for the three months and 42.3
versus 36.1.
Now I' n1 going to Indiana. Our gaming revenues
declined to 33.6 from 38.2 but increased for the
r1ine months 104. 8 from 101. 3. l'Iow in Indiana we
took Ollt a substantial amount of incentive driven
revenues and "1ere pleased somewhat. I'm a bit
disappointed in Indiana's results wl1ich EBITDA
showed 5 million versus 4.8 and 16.1 versus 12.s.
I do think that at Lhe e11d of tl1e day that Indiana
will benefit in the fourth quarter from our new
marketing inc~ntives there. We are building a
' ed to brin
(b)(6),(b)(7)(C)
b 6 b 7 c an to insta
1.b)(6).(b)\7)(CJ at tl1at
property and that is taking place as we speak now.
So over all for the company the net revenues for
the nine months were 403.l, excuse me, for the
tl1ree months were 403.1 million versus 397 and for
the nine months were 1 billion almost 1.1 billion
(
5
Thit d1Xunun1 it sulJmiued as CONFIDENTIAL F~nmprion from di1closure !<'! mm.governmental part1e.1 of lh.is donirnent and any ~opi~s
of it is claimed under the Freedom of lnforma1ion Act (Stct1on 200.83. 17 C,l' ft § 200.83) and all 0~1tr applicable pri:wi~ions of law and
regulatim1. I! is rcqu~sted tha1 ~any disdosur~ is permi11ed of this doc~ment or any pan 01 copi(s<1fi1, timely prior notice be given to
Thoma5 Golien, W11lkie Farr & Gall~ghcr, 187 Scvemh Avenue. NY, NY 10019. 212·713·3000

CONFIDENTIAL TREATMENT AEOUEST SY THOR 00225


0693595.01

versus about the same for the nine months the


previous nin~ raonths. Our EBITDA increased to
106.7 ve.rsus 90.6 fo~ the third quarter and 230.2
versus 207.7 for the nine months. We 1 re pleased
with the results of the company. We think that
what we 1 vc installed earlier really this time last
year shov1ed results and will continue to show
results. We're comfortable with our budgets
mo·.ring into the fourth quarter. we' re going to
focus hard on Indiana because we think we can do
more out of there. Trump Plaza will have the
benefit of a redone floor at the east tower which
is ongoing right now. The addition to the Plaza of
about 450 slot machines, the addition of a new
oriental area and a reconfiguration of the floor
w}1icl1 will be fini::;hed by President's Day. At the
Taj Mahal we are going to continue our focus and
our addition of slot machines with the addition of
about 280 new slot machines in new areas there.
We are expanding our oriental pit and we are
removing one of our gaming pits to make way for
our net-1 slot mac:'lines in our new slot area. We
fully intend to focus on our cash business there
again in the fourth quarter in the fourth quarter
and first quarter, obvio11sly, it is more difficult
because of the weather although we are getting a
break in the weather in October. We,ve gotten o!:f
to a good start at our properties in Atlantic City
for this quarter and we. expect a good finish to
the year because of t~e millennium parties in
Atlantic Cit;{ and we think we ll get sorne be11efit 1

of that for the fourth quarter. Now if there arc


a11y questions I ... ,..ill take any questions from the
audience. Thank you.
OVERATQR,
Ladies and gentlemen at this time if you have a
question you will need to press the star key
followed by one on your telephone. Please be
aware thctt your questions will be taken in the
order they are received. If your question has
already been answered you can remove yourself from
quetle by pressing the star key followed by two.
Also if )!OU are using a .speaker phone please: pick
up your handset before p:ressing the button. Again
that's star one to ask a question.
Our first question is from l1b1·:6L·:bJ17){Ci
[phonetic] please go allead sir.
rbJ(6),(b)o: T)(Cl
fieyli~l!%l_.ib) !congratulations and great numbers.

(
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

CONFIDENTIAL TREATMENT REOUEST BY THCR 00226


0693595 01

( (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

about 5 mi11ion. It will be spread over the first


six months of the year.
(IJ)(6),(b)(7)1C)
OK, good and then I guess 1 calculate the net hold
hit to the whole company is about 5 million which
means you would have done 5 million better if your
hold had been the same.

(
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

CONFIDENTIAL TREATMENT REQUEST BY THCR 00227


0693595.01

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

look at it like that l think you have to look at

your business and you know, plus or ininus these

are our numbers and doesn't make me smarter

because my hold is going to be better in the

fourth quarter this year. Thanksl1b1.:61,.:bH71.:C1 I


(b)(6).(b)(7)1CJ
Tl-tanks l<~J::6),~b)(7l

OPERATOR' Our next <;iuestion is from~ln_;.1_<0~1._<0_H_7_,,c_1______~

[phonetic] please go ahead sir.

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

that. I don 1 t think we have that \b)(OJ.(bi\ 7 1 ut you

can call him directly but it was our cash sales

increased dramatically andl1bj(6l.(bH7) lhas all that.

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

CONFIDENTIAL TREATMENT REOUEST BY THCR 00226


0693595.01

rbH6),(bJ.:711C) Thanks l'.~J(6J,(bJ(71 I


OPERA70Ro Our next question is fromlibj(&)(b)l 7 J(CJ !please go
ahead sir.
<bJ1,6J,1,bH7)

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

CONFIDENTIAL TREATMENT REQUEST BY THOR 00229


0693095.01

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 you. Let me add m congratulations to an


outstanding quarter {b);e),(b)
rbHb),(b){71(C)
Well you're only analysts that covered us so I
thanks for participating in conference call and
coverir1g our company and huving such confidence in
us.
Well tl1ank you. I guess at this point I' 11 add my
mea culpas for havin such a pitifully low
est:.imat.e out there. ibJ(G).(b)i7 J asked L.Jost of my
questions but I just ',.;anted to add a follow up to
that. Do you have any sense on the timing on
whether or not I tr.ean the timing assuming a
perfect world and you get sorne asset sales done do
you have any sense on timing on that and on the
refinancing?
(b){6),(b)(7)
(C) It's all in the works I thin}~ that if the t-:arina
continues to finish the year as we've started we
have all :i;irovisions I think the timing on the
Marina you' re loolcing towards early next year on a
refinancing. I think the timing on a sale wl1er1
anybody walks in the door and offers us enough
money for any one of our facilities vie are going
to consider it.
(b)(6),tb)(7)1G)
OK thanks l'.~H~l.(bi

Thank yot1,

OPERATOR, Our next question is from l(b)(6) (b)(7)(C) I [phonetic]


please go ahead sir.
(b)(6),(b)(7llC)
Good morning, I was wondering if you col.ild let us
know what the cash levels were for the company in
each of the various entities.

(
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

CONFIDENTIAL TREATMFNT REQUEST BY THOR 00230


0()93595.01

(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.

OPERATOR1 Our next quest.ior1 is fro:n l\bJ(6).(b)(7J(CJ


(b)(6).(b)(7)
c Great, thanks. I' vc got t.wo questionsl{bH6J.{bJq you
made a comment about the millennium and some
operators have said that although higher room
rates and gaming volume are expected the paying
for entertainment in some cases people are I)aying
five and ten times what you would normally pay
that may offset some of the up side. Do )'OU
expect up side or do you feel the same way that
you're paying a lot on the expense level that
going to offset upside?
No we've taken a different view r think you're
talking about your Vegas operators you know I saw
their entertainment lineup and its really dynamite
but I think it 1 s very expensive and at least at
our levels we 1 ve taken the pass at that high end
entertainment. We just see a bigger volume of
cash customers coming down for the parties.
(b)(6).(b)\7)(C !
OK great and then my question somebody asked a
similar version of it I guess for the write down
for world's Fair are there ar1y part of the one
time expense in this quarter that's cash expense
or is that all just balance sheet raLe.

(
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

CONFIDENTIAL TREATMENT REOUfST BY THCR 00231


0693595. 01

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

I were talking about that before this call we have


picked up tt1e revenues tl1at we expected out of the
\'lorld ts Fair you 1 11 see about between a 17 and 19
or 20% decline in our re.poTtable revenues which is
less than we anticipated substantially less and
the business ':hat we've picked up is the business
we've wanted to pick up in other words that costly
end lower end business thank goodness we don't
have to surface anymore with that expensive coin
and food programs we had. I think this will help
drive down the marketing cost in Atlantic City.
(b)(6).(b)(7)
(C) OK that was j11st was my follow up question if
since you' 'Je eliminated some of these bus programs
that \li.'ei-e headed on over to the World s Fair and 1

attendant you. know coin and promotional expense


has that lowered your costs as far as the Plaza
and the Taj are concerned at this point.
(b)(ei),(0)':7)
iCJ Oh sure. In tl1e long run it s going to 1

substantially lower our cost. That fourth quarter


will see the results and J think packages are
going to start corning down right now going forward
and we know it's lowered our costs certainly at
the Plaza and will lrt the future at the Taj.
(b)(6),(b)(7)
(CJ And then finally have you figured out the timing
of when you actually going to demolisl1 the Worlds
Fair or is tl1at?
l(bJ.:6UbH7)
{~) No its already started we are clearing out tl1e
building 11ow. We' re having an auction sale
underway and will b~ completed in about ten days.
(
12
Thi.1 dm:ument i1 submitted a~ CON'f!DENTIAL E~emp11i:m from disrlo.«ne 1t1 non govemmeni~I f'arne.1 of thi:; documem and any copi~~
of it is clairr.ed un~~r th~ \-'reedum of lnfommnon Act (Se~uo;i 200.83, 17 c .FJt § 200.83) ,lnd all <'.Hher spplic~\:llc provi$iCn'l of Jaw and
regola1ion. lt is requested tlial before any (lisclo~ure ifi pem1ined of !hfa documem or any part or copies of it. timdy prior notice be given m
Thoma~ Golden, W1llki~ Farr & Gallagher, 787 S~vemh Av~nue, f\Y, NY 10019, 212·728-8000

CONFIDENTIAL TA~ATMENT REOUEST BY THCR 00232


069359.'.i. 01

We will start by ripping down th.e sma11 1)uilding


where we had the buffet in the bus area by
November 15 and that building t'lill be totally down
before the end of the year ~nd then we'll have to
start demolishing floor by floor the main
building.
(b){6),(b)(7)(C)
OK and that will be done in January some time.
(b)(l3),(b)(7)(CI
No it yeah the main building will start in January
we do11' t know how long its going to take it ' s
going to take three to six months.
11bJ(6 ;.(b Hi)rCJ
OK. Thank you.
OPERATOR'
16 11 6 1 1 61 17
Our next question is from~l__ _· ___l(_c_i---~lplease go
ahead.

Oh, h~;~);i\·(b) lmost of this covered but looking out


at corporate engineering and restructuring in
light of the visibility that one of your
colleagues has acquired recently is it likely that
you'll do non dynamic events like trying to
migrate geographically into new areas or is that
on hold what are your priorities in terms of the
non-operating non-refinancing of the debt type for
the next six months anything special?
1;~\i6),ib)(7)
You mean going into the jurisdictions.
(t>H6).1t>)\7)1C\
Yeah you know like who needs headlines if you're
doing other things that may not be consistent.
Well fir.st I war1t tr.) say that. so ft?r everybod on
conference call the company Trt1mp Hotels and •,b)(6).(b)
l{~)/6),(b)( 7 ,1 land my executives are doing zero with
respect to what you've been reading about that's
done on a level t])at: • s
·:t>J(6),(ti){7)1C)
Now that's a smart conclusion.
l(b)l6).1b)(7)/CJ Yeah I think its a smart conclusion I have nothing
to do with politics I don't particularly it 1 s
something I'm not co~fortable in the company will
11ot participate financially or otherwise and the
Board has discussed that and Donald and obviously
that's you know each individual has to do what
they think is appropriate. Now as to migrating I
don 1 t think we 1 ve migrated any place until we sell
something or redi1ce our debt unless we car1 1nerge
with a company or something like that and
obviously that's always out there looming but not
( 13
This document is .lubmitted as COl\'FTDENTIAL. Ex~rnprion from di~losure m non-gov~mment:il p~rt1es of this doc<.1mem and any copies
of iii~ cla1rrwd 1111der lh~ Fn:eJom of 11\fQmmtion Act (Section 200.SJ. 17 C.F.R. § 200,83) and nil oth't lpp!icable provi.1ion~ of law and
regulation. 1t i:; requested that before any disclosure is penniueLI oftlli~ do~ument or any pan or copie:; of it, timely pri<lr no!Lc~ be ~iverl w
Thomas Gold¢n, Willki¢ Farr& G~ll~gher, 787 Sevemh Avenue, NY, NY J00l9, 212·728·8000

CONFIDENTIAL TREAT~ENT REQUEST BY THCR 00233


0693595.01

(
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

Ladies and gentlemen if there are any further


questions please press star gine %n your lelephone.
Our next question is from IJbl\ J,\bJ<7J', l _

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

CONFIDENTIAL TREATMENT REOUEST SY THOR 00234


.. 06!33595.01

( 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

If there are no final questions then we'll I'd


like to thank everybody for participating on I
know on a busy earnings day on our conference and
of course if ylu have any questions you can call
l(b)o:6J,.:bH7Jo:C)directly and he' 11 try and help you
with the information and I thank you again and
hope to talk to you ~gain rc~l soon.
OPERATOR,
Ladies and gentlemen at this time: your conference
has been completed you may now disconr.ect.

(
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

CONFIOENTIAL TREATMENT REQUEST BY THCR 00235


1·H~;·M.·•.
· ... · A~dQsok6t_;,n-ic:,

·:·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' ,__

(b)( 6). I bi(?)( C) I


Total number of pagu including this one: (b)(6l (b)l7;(CJ

FROM·
DATE: Ocll,;ber 19. 1~9

RE. Trump Con rerii!nce Ce.ti ar.d Bla~t Fox

l{bJ(§).(b)!ij
I~]

Herc is the information you will n~ to arrange U1e I rump Cor.ferent::~ C!il for next

Mrinday, October 25 at 1011.m. !:-.ST. . H,i,d ;v \-.t;J ,.,J.__.

1. l wJJuld like to se-nd a fax In~·ONLY 011 rrldny, October2? al'1nounci:ig


lhal our t"..a~1111,gs w\il be rele;i::;:ed en Mor.day, p(nviding a call-Jn nurnber end the time (10
a.m.)

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

n11'!dia to have me ca1\ in number.

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::!

number 1n cace w~ need to tollciw·up on queMions '3tterthe call.

5. Yu11 should reo:ct1oot1d(b){fi).{b) /prompUy at 10 i!.m. to l:legin lhe cOtlference call.

the 1naln nurnt:icr !s 212-891~1 SOO but I may supply you ll'Jilh ditrerent direi:;t dial line.

6. we wr.llild like e. repra~ er thr:! call lo run until Wedr1~rf3'(.


7. We would llke an i:\udio copy of the caH also
6. Tt · · · t::; liG.t shcukl bt:: faxed ro me all{bHG),{b)\7\(C) Jan~'<'bHBJ, 1 bJ17 liCl fat

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.

................................. _.'

--· ..............

THE Mi;~~~A~~~~. 1;!~·

.. 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)

CATE: Oetobor21, 1999


RE.

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

CONFIDENTIAL TREATMENT REQUEST BY THOR 00237


' ' '

OB.AFT 2:5!.tOm 10w19

( NEWS RRLEASB

For !mmo.lintc Re.\r,;tisc: October :25, 199Q


for further irtformatii:111, 1:ontaet: NichQlas L. Ri.1..i~, Prt:~dC:1t lllld CEO (212) 6~R·Ot 90

1'1lUMr 'f!OTEUl & CASINO ru;~ORTS

THIRD QUAl{n;R RESULTS

EllJTDA lNCMASEl>TO 5106.8 MJLUON VS. ~'JQ.S 1\-llLLION fN 1998

~ET PROl'IT INCREASED ro 6l CF.~IS PEil ~HAR.E

VS. 24 CFNTS PER~llA!lE IN 1998

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:

CONFIDENTIAL TREATMENT REQUEST BY THCR


00236
q"
·'

( Ttuuip faj MuJia.t t\,S;oc.laies


$51.0 l':'litllon r~,,
rcv~·rted

1hc l999 thlrd ciumer end<'<'


net revenues of S167J million and
~c11t<=nibcr3l.1.
~HCTDA

Net revenues. for the 1998


of'
' ,. . ~· ,, .
ilUrd quarter \Vere S l 62.1 rnilli~111 and El!l1 'C>A ""'iS $46.0 111illlnt1.

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'.

CONFIDENTIAi_ TREATMENT REQUEST BY THCA


00239
r-.

'. '·
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

Monday. OctobGr ~S.1SIXI

~.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

on Monday, Octobet25, 11XJO. ·

FbHGJ,<bJ·: 7HCl lTHCR, wllJ host an lntoractiv~r&n~ll

fo r noi.@ 31 10 a.m. E.<A"Ji1~m Sti:1ndard lime.

To partoi!)atQ..-call SSS-5!50-0009 (in lhi: U.8.) or !'.lOB-228-5000 (outside th~ U.S.).


- (- -o-
" -.
f...
--· --~ ..

l{b){6 J,{b){7)(C)

( ),( ) ,(
'•
(

'---(~~ ~) p\a~ ~
I
......
- ·-·-··-·--·\·-·.

CONF!OE:NTIAL TRE'.ATf.U:;NT RFOUEST BY THCR 00241


.•" .. ~

FAX COVER SHEET

DATE: October 22, 1999 TIME: 3:27 PM

TO: TR.UMP

.ATTN: rbH6J,H:iJUHCi PHONE.: l(b)(6l,(b>UJtC)


(b)(O) (b,117)(C)
FAX: l.
FR.OM: J'bH5),ib)(7)(C)
PHONE·~·miE~F===;--....J
FAX:

RE: REVISED LISTS & CONFIRMATION


CC: I""''
1bl\l11c1 I
Number of pag~s including cover sheet 9

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)

CONFIDENTIAL TREATMENT REOUEST BY THCA 00:242


To: l(b)\6.1,(b,1(7)\Cj ioday"! O;ite; 0C'l"ober21, l!W~

__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(;

Col:!.{trence Code: NIA

OctobtT 2S, 1999 Numb cf oft.ii.rs; lCO

10:00 IB AM 0 PM Ti1I1c Zone: !!I.EST Clcsr OMS'f Clpsr


tad ?rutottr(s): (b)i6 ,(b)(7)iC) l'hottt: #: (2l2) g91.1soo
(will b< ''"'° 10 l1w]l) r1:101.1e #:
Pb.one#:

l1l USk (SBS) SSO.S969


0 Yntll C.c.ad:t: (!10&) 218·5000

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

Tran!lcrlption: Q 48 hour tJ 72 hOl.tl° d(;livery 0 Mail 0 f"" Cl Email


Partieip o.nt Lliit: [!,'! Particip:mt Name 00 Company D Location l5 Participant Phone

FaxL4t to: tb)\t>J.(bJ( )(1.;J Fax#: \b)(6J.{bJ\7)(C)

{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.

CONFIDENTIAL TREATMENT REQUEST BY THCA


00:242
( ,,, .'

Trump Hotels & C3$ino R•sorts to Announce Thin! Quamr Results

Monday, Cctobor 25, 1999

Conference Call for Investors nnd Analysis SchedUlod for 10 a.m.

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.~

' CONFIDENTIAL TREATt.tENT REQUEST BY THCR


00244
Llst#24

trump analyst

t.ast Modified on 10/22199

157 address°" ' ",, ,. .


,Lc;;•m•l';fN;,;•;;;m:;;e;--_:..F:u:=N:.:.:.um::::b=er:__Company . .. P..b!'.ne !llJ_mbl Firnt Name Billing Cl
l(b)H:l).i_b)(7){C)
CooperatNe In...
~ox-Pitt Ke~on
Gem Brewin In•..
Luther Pedrag...
IAbm Amro Ho...
Natwest Markets
SBC Warburg
Banque lndos...
TI lntemation...
Soros Global ...
Henderson Cr...
Jupiter Tyndall
EHL Invest Sv...
Raymond Jam...
Casenove & Co.
HSBC James ...
MGM Assurance
Guardian Assa ...
Smith & Willia.,.
Commercial U.. .
American Equi...
Rat11bone Inv•...
Ernbiricos Shi...
. Donaldson LUf...
PPFM Limited
World Gaming...
Sudbrooke As .. .
Edgar Astaire ...
New Century ••.
Bankers Trust ...
MaoQuarie Ba...
Ying Gwan Tz...
Mendham Cap.. .
Appaloosa Par...
Appaloosa Par...
Prudential Co. i'b)(6) (b)
trump
<'7)(C)
The Marcus G...
Emar Group, I...
Jeffries & Com•••
Jefferies & Co.
Standard & Po..•
Standard & Po...
Scotia Capital trump
Chase Securiti...
Bear Steams wmp
Bear Stems
American Stoc...
Furman Selz
Dean Wrtter
CS First Boston
CS First Boston
Oppenheimer ...
( Oppenheimer ...
CS First Boston
Goldman. Sac...

CONFIDENTIAL TREATr.1ENT REQUEST BY TMCR 00245


Company Phone Numb first Name Billin C
(b)(6),(b)(7)(C)
m• Fax Number
Goldman Sachs
,,_, .1:11 •. ., ., J •

Goldman Sachs
Goldman, Sac... (b)(b),(b)
Goldman Sachs (7)\CJ trump
merrill lynch
Dean Witter
Ladenburg Th...
Standard & Po...

Spear Leeds ...


trump
Duetsche Bank

Natwest Marl<ets

Cowen & Co.

Dean Witter

Lehman Broth...

CS First Boston

JP Margan

Moody's

Lazard Frere•

JP Morgan
JP Morgan
CIBC Oppenh...
Oppenheimer-2
Qppenheimer-4
Oppenheimer ...
Oppenheimer-...
Oppenheimer-...
Sands Brothers
KEA Capital
Smith Barney
Wilkie Farr & ...
Prudential
Salomon Broth...
Furman Selz
Furman 5elZ
Miller Duffy /lS ...
JL Advisors LLC
BOS Securities
Lynch & Mayer
Dietche & Field
MS Farrell
MS Farrell
Miller Tabak H...
Miller, Tabak ...
DLJ
DLJ
Gordman, Sac...
Dillon Reed
Weiss Peck & ...
J&W Seligman
Sands Brothers
Loews Corp.
Chase Manhat..
Libra lnveslme...
Alliance Caphal
Grantchester ...
The MaMin Gr.'.•
Stephens Rob...
Bank Of Amon ...

CONFIDENTIAL TREATMENT REQUEST BY THCA 00246


Fu Number Company Phone NumbJ First N•T.~B..illing CJ
uatNama
(bH6),lb)(rllC) Scudder Steve... '" ~·
Scudder, Sten...
Capital Group
Delaware Man...
Provident Invest
PNC Asset Mg...
Janus Fund
Janus Fund
Dabney Resnick
Libra Investment
Capital Group
Kemper Finan...
Kemper Finan...
BA Securities
University of M...
Canseco
Alex Brown
Montgomery S...
Jeffries & Com...
Polynous Capl...
Sauthcoast Ca ...
Taylor Capital ...
Piper Jaffrey
Ohio Public
State Street R...
State Street
Hellman Jordan
Putnam Mana...
State Street
John Hancock ...
John Hancock ...
Fidelity Manag...
Fidelity Manag...
Fidelity Manag...
Putnam Invest...
Mass lnvestors
First Union

AIM Managem...

AIM Managem...

American Capi...
Salomon Broth...
Florida State B...
Gabelli Funds

CONFIDENTIAL TREATMENT REQUEST BY THOR 00247


AUUr<t:l;:IQ ovvn.

List# 11

trump media

La5t Modified on 10/21/99

71 addresses
,. ~· ..
( Phone Numb! Flrst Name Billi~!'! Cl
Fax Number Company
Last Nam•
<b J.:6).·:b){i)·:Cl Record

Scripps Howard

us News &W...

Forbes

Crain's NY Bu...

London Daily ...

Institutional In...
Investment De...
Securities lndu.. .
W•ll Stree1 Jo...
Wall Street Jo...
Wall Street Jo.•.
Wall Street Jo...
Wall Street Jo...
Newsweei<-2
Newsweek
lnrl Gaming & ...
Time
New York Times

Forbes

AP - Business ...

AP - Wall Street

ECF Value Fund


Financial World
l(b' "' I
(b)(71
trump

New York Dail..

UPI

NYSE
Real Estate W...

International G...

USA Today

Financial Times

USA Today

London Times
Reuter.;

Reuoora

Reuters

Reuters

Bloomberg Bu...

New York Post

Wall Street Jo...

Philadelphia D...

Reuters Ameli...

Indian Gaming
Grogan Casin...

Grogan Casin.•.

Investors Busi...
Chicago Tribune
Crains Chicag...

Chicago Sun-.. .

CNN
Morning Star
Indianapolis B...

(
Indianapolis N...

Newsday

Atlantic City pr...

CONFIDENTIAL TREATMENT REOUEST BY THOR 00248


Company
• .......... - Phone Numblfirst
__ Name Billing
_ .,.._M
Cl
Last Na_!!!.~ ...
( \P)(6),(b)(7J(CJ Star-Ledger
Wall Street Jo...
New Jersey N•.•
Casino Player
AP -AC Bureau
Philadelphia In...
Casino Journal
USA Today
USA Today
Business New.•.
Asbury Park P...
Home News&...
Win Magazine
Real Estate W...
Bloomberg
Star·\.edger

CONFIDENTIAL TREATf.1£NT RE'.OUEST BY TMCR 00249


Liat#4
--.....

,......., .... ....._....... ~

!rump-fax list1 -<:Orp


Lot Modified on 10121199
14addressea

_,,L.a~•l;;;Niiaii:m"ie:....=;,;Fi'IX~;,;N;::um:=;b:•:::':::::;--C=om=pa,,,n,_.Yc__.;_P-"h.::.o,n~e,_N,_:;ur:nJ?lf!!:!'~ NameBilli~g E=~l'---­


J(b){6J.(b1(7)\C) ase· {b)(e).(bliij(Cl trump
ase trump
ase trump
american stoc... trump
ny stack exeha... trump
thcr trump
willkie, farr trump
thcr trump
the marlin group trump
thcr trump
ther trump
eovlrosource trump
pepsi-cola bolt.. trump
arthur anderson trump

j&?l!C)
·:bl(6),(b)-:7l
(C)

CONFIDENTIAL TREATMENT REQUEST BY THCR 00250


TRUr11-'

Tuesday, October 26 1999 - Boston

11:00 lib""·""'ECI lrut1tam (HC)

One Post Office Square

Wednesday) October 27 1999 ~New York City

8:00

153 East St. One Citicorp Center

(b)it:>).ib)( ){1~1
9:30 )_-~~~,--JPrudential 'Sll.c:he-Special Situa:tion.t

153 East 53' Street

(b){6J,{bJ(7)(C)
11 :00 l.,..~=~cn.-!"reyfn!4 Corp.

e an Am Bldg., 200 Park Ave.

Thursday Octobt:r 28. 1999 - LQs Aoeeies


( )I j,{ j( ) J
10:00 'liotcbkiss & Wiley

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

7:00 DINNER lop of the Market 750 North Harbor Drive


M

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)

Tru1np :Hote s Casino Resorts


i
FROM:
Goldman, Sachs & co.
High Yield & Emerging Markets
Corpor>t~ Besea.rch
• 11bj;6),\b)(7")(CJ

vo:i.ce: ' · - - - - - ­

CONFIDENTIAL TREATMENT REQUEST BY THCR 00252


lb)(6) (b)l7)(C\
Tue OCt 16 19Sil 10'18 EDT PAGE 2 OF 4
10'~--~
From- T-•12 P 01/03 F-1•0

Fixed Income
• -
· ··. · · ·
Research
Corporate
. - Bonds '
· · · ·.

October 26, 1999


Gaming, Lodging, & Leisure
Monitor

John Kempf, C.F.A.


(212) 902-38)2 • Trump's Third Quarter EBITOA Above
Expectations
• Park Place Posts Strong Third Quarter Results
Gt.Jldlf«I~. Suell.I~ C.C. Qr 1111 a_ffiliar~ r>v.i.h:,<.a mar Ur lllfetd i'1.Ct1111A ltc.. rltitJ r;fi'uue~ l/i!.Cllo$'cd U. lluJ r~p~rl Md'"">' <kill usu ptrnc1pi>I ill r/ua~
S«Mnlitf,
C.,pyris,h1 (I 19~911)1 Co!.d!TIUI, S111:ll• & c...
Thl• Mlto!ri'1l (I fot )001 p1i~•~ j11r4tl!WiCll. md w.: :;i.n: ;OI 1o111it1t1n, MY ~el:iM bu:rd U))Oll u.. 't'?W; ropllfl Mi 1141' IQ M Oll1Ull'\lod II> WI <>ffor ti'> <oil <>I tt\.t
so\1<;1tol11111 <>I Mn o!!..- lg bay un)' ..Ullfl!)' i~ &fl} ,j"fr1.cticli0i1wn~I$1ucn ;i,., orror oc oolici1111w w<1uld 'ti<: lll~i:lll O:n.iin ~""" i11cludm~ """"" m~elvi.'1&
MaN, cp1icns, ~na biJh ¥•cid •~ritico. ,1vi: Iii.: to f'Jll'1w1Ulll li<\:;~14 i:,m 11~1 •~iµ.ll)ll (lY tl! i11•1>1mn. TI1e ll'IAJ~cill ;, tw«:I upun in(l)fll\,J,ti~ Uw1 ~ o;:cn..i~a
1cliab1t:,. lmt w~ ~o n\ll fll'Pl'Ulllll ll!Jt ii ii ""'ur.11111rwm11leW. IUt4 it i.t1n~!rtn111 ht- rdtrd upe.o u ~udl. Op!niOl\'I flp~'*1 U11 (llt.(Cwl\l:llt opinioos .U tJrth~ Utt
apparill; Oii W. =to!dai c.nly. Whi\4 wo Olldu~~ICI ~9411~.m 3 f('~le b;C.IS th< tri.fomuuion di~ucd in lhU. ~. t)lui: nuy M ror.~ll..lbl)', 'oroptiAll~.
ot Oltia 1(.000"11• tllm 17="1'~> ll-• fr<ll!t 4\iing 10. V.'o ~nd ()<Jr tCl.iliiUQI, cffi.,;r,, di~oro. Md r:mpltlri-, i!>dll.lfing pcmmt )Q;l.llvcr.I in Ille prepm1ioo Qr iuu111t11
ot i:tli~ tl\J.l~nll, moiy, 6'offi Gm.:. IQ dtm:. hl.vc lr...111 Clf ~tlorl f"lll'ti4'\) iu, 'lid ~uy (It ~U, th« W\Wfii.igi, IX dcri~llh""'1 (l.tleli.ldln,ll. OjnJnn•) ~IN{, of MITTJHl.nief
mcouoard herein. ~Q Ro\f\ of·dii• m:iw.4llTll)'be (1) cop1od, pli«oeopitd, ex duplitli.:d in~, {lll'lll.11)11111ym.i:...,...rr(H) •<4i·"flih•l<><:I \ll\t.~tf..11 Ooldrt1tlll, SAdi.< A;
Ca..'' prior ... ott~n'°~io;i;111.
Thi.I. !1\l!1"i&l hu b<:c11 ~~e4 \!y Coldltlll.l'I, Sactn k C4. ud!riretl4 ofibl lffilit1~11.11d hP Mo111,ppt(l¥ed !it Coldmom S;ich~ &.1.m.ltianal, whk~ (~ r"'~llled by
Tbe SWJr.gc- 41\d F~r~1u A~mori1y, ln cunrw:n..,. wi!h l<>:di•<rih"ricn ill 111<! Unil<l'i Kinsllllm u4 btCold1n11.11 S1chs Cltuaa in i;on<ICcion ....ilh iti. o.li~tributioa
in C.1.1uld11.. Ttu. m~1r.rill i1 lliswb~1ed ia tton~ K~ by Gcldl'll:UI Sii.db Vul~J 1...t..C., in Jl{IA!l b)' Q'.oldmln Sidtll fJl{Wl) Ltd., tnd iu Sint!OJ'IW ~l'l•OllSll
GuldmRn S11:1lli (Sin~) Pt.I. Thi. •l'lallllil.I l< 11111 for di-oirlb<11lon In Ille t:nito:d Kln.(ldom m fll"Yl!.t. c~11lllin.:11;, '-' 11\&1 IM'll i'- ~illll4 11fldtt !he f'll.IU ••r'T'llc
i;.,.rucito"'- .,,4_fnµi,~• A~IJ\<Jri17; .i.nd llrl¥ invc>1mmu:, inciudin~ any can...Wb111 bo.14< oraeri.~1i~, m.:ntioncd la Oli5 ~.-ill not bf: 1111111~ ~v-.il&blc by Uf
1'11\l\Y >11el1 rnv11~ c~~wrn<1r. Z'ifith<:r<k!dnu.n, $1clw &:Cn. NOC' !u llflMS11At11ti•• hi s~~I. Kon:a. I~ JI~ w Ml:flt<: In me 'allltnuct l'l~1lce.:.i in W R.e~ub:!it
<If "'1f<l4. Gnldl!WI So.c!'~ li1~rn~t\(l<l~t "'Id iu ae1>-U.S. llffili.,.,. ro~y, w tM c:.r.ri::n1 p:miitr.ed un.dat 1.j'!plle~b\e bw, havt ~!W upcl'I or u•"ll lhll n:-=~b. '"!bi::
cdent i1 n.JMn. m m:q·U,S. i.:.11.1.,,.,, ('lfi~ to« imm~tcly faUowillg iii publieAtioo. Forfi~-coJITl)o1e)''4~1\')nli1111«1 J¢1'•tl1ic~ .ut subj.,;;, t'1 ll.urtuut.iOO• ~
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A.Oft•, 1he Y:il•O or ... flich""' inL'lu~n.cm by f.wt:"i;n ~l\~i$$, •fflC!i•!!l7 ijlW11l 1;"1!rt.moy ci.1.:.
F~<th"'" i~fonn:uio~ on a.ny o.f !he .ei:oi!iile:1 1"1\1;1ll)o1W4 lo rhi$ m~l.ttinl "''\:)' ba ob~'ll"41l "Pflll req,u(•I. 11.nd for tl'ii~ rurpo1¢ (ICl':O"~ •~ lt~lr Ollo"W CO<u.1~1
~ldtriM1 Stdi• .ltfJ,f. S.p.,i.. il'l .\lcl~n. M tt lu l0111W1 lttN"!d\ nfr,eo u I~' F\¢.:1 Sltl:tl, ;imi ptnotlli ill Hon, Kooj; oha~l'1co111W Ooldmi..1 s~~tu {Mi~) L.t..C.
. i 3 0;.;dl;n Ro'4. t:11Jcu &Q•emini;: l~w prnnh:i o-.hcrwi.:m, yo~ fllU'il ~mi:~ a Gold!l'Ull S~h1 (n:uy in yoilr home jumd:o:ion ityo·J wanr to uio: our ;~r•ie~~ in
df~crini;. 1111AiacaQ•1;r111~ $tt~rl.t"' m.c~rioM:d in lhi.1 ro.11wiit.1.
(
I

CONFIDENTIAL TREATMENT REQUEST BY THOR 00253


.:bH6J.1b_1.:7HC) rHUt. vr ..
1
• TO: l ~f!Url: titt1f~ tue UC:t 'Lb l~:I lil: IU UJI J
'-------'
T-432 P iz/oJ F-1~0

Fixed Income Resear1<h

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

CONFIDENTIAL TAEATMFNT REQUEST BY THCR 00254


Fb)(6),(b)(7)(C)
•,
T-4l2 P.Ol/Ol F·llO

Goldman, Saohs & Co. Gaming, Lodging. & L~cci•'-u"-re"------'-F"-ix"-e-"O.c.ln"-c'-o"m""e~R-•~>e-•_r_c_h

(
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.

On the MissiSsippL Gulf Cott.st. the ptop~rt)'


continues to se9 linle impact from the Beau ru.. .a.ge
in Bilo;-o;.i. Grani:i Biloxi wn.'i down npproximately
10% ro $21 million. bu1 the decline is still less than
we had expeCted. Ma1\ager11e11t indicrued that
marketing i;xpCnses have stabilized, with some
programs being Pulled back bei:::au~e of the strength
in the market. Gulfport E.BITDA increased to $13
m.illion from SlO mi11ion. thanks to the addition of
hotel rooms. E~ITDA at Tunica increased by $3
million to $18 million, reflecting market growth and
a full quarter of rooms at that propen:y.
Our only conc.e'11 with Park Place is how much of
its sl,lbstantial f'fee ea.sh flow will be dedicate4 tQ
development as. opposed 10 debt reduction. On its
conferenc~ call~ the company iDdicat.ed ~hat it
~xpeered $230·240 miUloa for maintcnilnce capital
exp~ndirures alone; with $185~200 million for
proje<:ts in Atl~tie Ciry, nt Ccesars Las Vegas, and
at Caesars Indiana.. We believe these. expenditures
allow for approximately S300 million for debt
repayment in 2000.
The Caesars acquisition is still awititing approvals in
( New Jersey and!lndiann. New Jersey officials hAV¢
October 26, 199~ 3

CONFIDENTIAL TREATMENT REQUEST BY THOR 00255


OCT~27-1999 :0:29 TRUl'P
:za nrnrisa11.
ra1wn:1t11...., 212 688 0.397
·'' ..
16/0!'//93 lB; lB t,.µ. uuu ....... '

~FIRST
,,_.;

CORPORATE SbRVICES FAX

PLEA5f lJELlVER IMMEI;>lATELYl

TQ; l~.ib){6),{l:i)(71<C)
-----...J

1'ortr¢1io: OJI'

re 11pL11te your t:1rder or to r,..r.t111ve re11~~rc,'i on 1'>1her i;v..,p<l~J~,;,


p1<1~i:ll call r."rooraic Services :ii t517J S55-21l'IQ.

lf you ~re el<JJ~1·~entinq 3ny ;irohl!IJl\S iri !1-ansmi!':li(ll'I,


ple~~~ c~l 1 (Sl'IC) '.iGG 27J),

rir't Call c~rpor~tinn


ll rarnf':,.ortll Strct:t
Uo11ton, MA 02:!10
lEL g11~ess-2100
F~X 617-3~U-1~oe

CONFIDENTIAL TREATMENT REQUEST BY THOR

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

Date: 10/16/1999 [p5, l~S8A 1999E lOOOE


Prit.e: 4.31 lQ (0.19) (0. 911 NE
Range: 7 - l
52~1</k 2Q (0. 49) Io. 291 NE
Ann Qividend:0.0 JQ 0.24 0. 6JA NE
Ann Oi" Yld: 0.001t 4Q I0. 691 IO. 60) NE
Mk! C'p i'""I '151 f'Y(Dec.) IL 731 (l.11) (0. BO)
3-Yr Gr·ovth: 10~ fY P/EPS NM NM NM
CY EPS (l. 73) il. 17) (o. !OJ
Est. C'iangcd Yes CY P/EPS NH NH NH
Industry; LEISURE

Shares Outstanding/Mil.): 35.0

Re'n.1r·f\ On !:'.quity (lS98) : 0,0',(,

Note: EPS data ei<c1ude cert.iin oonrecurring ite~s.

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:

3099 Recap, FtJture Gra-..itti Prospects and Valuation


( Ttump Hotel and Casino ~esorts repQrtad 3099 E6ITOA before c.or?orate eKp~nse of
$106.7 million versus our ~xpectation of $92,6 million, results that represent
a 17.6\( increase ov"'r las~ year's SS0.6 million. Operating EPS for 3Q 'Was

CONFIDENTIAL TREATMENT REQUEST BY THCR


00257
DCT-27-199':3 10:30 TRUMP

'' 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.

Tru~p·s Indiana property also below-market performance in revenu~s as


pa~ted
12.0~ in 3Q af'ld rising 3.31' year "to date
..ell, ... ith g<iming r'evenues declining
versus grovth for t~e four Chir.ago area riverboats in Indiana of S.7~ in 30 af'\d
8.3~ year to date. Oespite a 10.0't. decline in tota1 revenues at Trump's
lndiana property, m~rgin improvement to 14.3~ from 12.5~ a yedr ago resulted in
ca.sh f1o.., gains of a respectable 3.6~.

( ~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.

World's Fair Casino ~rita*Do~n


In J1.1ly, the company _anl\aunced its intention to close the World 1 s fair Cnsirio,
which vas closed il'I October. The company took a one-time charge in JQ of
$12S,4 million (including minority interest), to ~tite~do~n book va1ue. We
believe this is ro~ghly in line vi th the property's total cost of Sl44 mi) lion,
less depreciation, Part of Tru~p P)aza, the World's fair ~as opened in
mid-19S6 and has 1ost $12~15 million in cash flO'J annually. lhe company is
seeking a joint venture partner to hAlp finance a nev $750 l'tlil'i.i.on c.asi.no in
its place. \.lhatever tim.e line for this project emerges, it '<lill be a positive
for the Plaza's cash (1o~ line to shutter the World's fair.

Prope1ty-speciftc ~eve~ue, EBlTOA, and E8IiDA Margin5

$""' JQ99 1098 '4Chg

REVENUE

Trump Taj Mahal Sl6l.7 1102.1 J. s·•

Trump PI ;;iza 117.0 ll4. B 2.0'-'

Trump Indiana 34.S 1a. 8 ·10.0%

Trump Marina 83.5 Bl. B 2. 3,

iotal $403.l 1397.l l.5'.(

ES!TDA

'\'rump Taj Haha1 SILO $4 6. 0 io. e·~

Trump Plaza 31. 0 24.4 21. ox

T1lJmp Indiana 5.0 4.8 J, 61

Trump MJrina 19, 6 15.J 27. 7'1.

Totil 1 $106,7 SSO. G 17. 8%

E6ITOA l'IP.RGINS

Trump Taj Mahal 30.4% 28.4%

Trump Plaza 26.5% ll.3%

Trump Indiana 14. 3'.' 12.4%

Trurn;i Marina ll. 5• lB. 7'J.

Total 20.2% U. 8%
Source: Cmnpany data

Ad~itional Information Availab1e Upon Request


Within the past three years, Deutsche 8ank-Secur11ics lnc. or its wholly owned
subsi~iary, er Alex, Brown Incorpora~ed, has mana~ed or comanaged a public
-Offering of Trump Ho1el!.i re Casino Resorts, lnc.,
The following stock(s} is (are) optionable: Trump Hotel!.i r. Casino Resorts, lnc ••
First Call Corporation, a Thomson f'ir.ancial company.
1111 rigr.ts reserved. 888.558.2500

(
Note ID: 14465
•-••-••----------------·-•--••-••••••--•------~·-•••••••w•••••--•••-•-·•-••••

lo update Y01Jr order or to receive research on other companies,

CONFIDENTIAL TREATMENT
REQUEST BY THCR 00259
• OCT-27-1'399 J8:31 TRUMP
10/27/99 19 :21:1 ! lb 1nur1.1uu 1· ,,.,,.,., ..... •

please call Corporate Services at (617) ll5&~2l.U1J,

first Call Corporation TEL: 617-ISG-2100


( 22 Pittsburgh Street FAX: 6l7-26l·SG27
0oston, Mi\ 02210 £MAlL• firstca11.noles~1:fn. co&Y\
First Call is a registered trade."nark of the First Ca1l Corporation

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

PLEASE DELIVER IMMEDIATELY!

To: l(b)<'6)Jb)(7){CJ

Trwmp Hotels and Casinos

Tot~\ Number of Notas: 2

To update your order or to racelve re5earch on other companies,

please call Corporate Services at (617) 655'-2100.

Jf you arc experiercing :any prnblems in trao~mission,


ple:as:e call (600) 366-2735.

First Cal 1 Corporation


11 Farns~Qrth Street
Boston, MA 02210
T(L 611-BSG-2100
FAX 617-330-1908

First Call is a registered trademark of the First Call Corporation

CONFIDENTIAL TREATMENT REQUEST BY THOR 00261


NOV-01-1999 10:34 TRUMP 212 688 0397 f
11101199 1a:2z:4s !HOHSOH FIHAHCIAL-> 212 &88 0397 corp Page BBZ
FlRST CALL RESEARCH NE1"0RK

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·•

BOYD GAH!NG CORP. (BYD) ""HKT. PERFORM"

HARRAH'S ENTERTAINMENT lNC. (Ht!) ··BUY··

MANDALAY RESORT GROUP (HBG) "MKT. PERFORM"'

MGM GRANO INC. (MGG) "BUY"


MIRAGE RESORTS INCORPORATED (HIR) ••HKT. PERFORM"
PARK PLACE ENTERTAINMENT CORPORATION (P?E) "BUY"
STATlON CASINOS !NC. (SIN) 'BUY"

TRUHP HOTELS ' CASINO RESORTS. n•c.


(OJI) ··HKT. PERFORH"

ANCHOR GAMING (SLOT) "MKT. PERFORM"

TNTERNATlONAL GA!'.E TECHNOLOGY (IGT) "BUY"


CARNIVAL CORPORATION (CCL) "81JY"
ROYAL CARIBBEAN CRU!S<S l TD. (RCL) ""BUY"
Weekly Gaming Ora~ -Part 1/2
---------------·-····----------~------------------------------· ·--·-----------­
52·WK i::arnings Per Share
FY Price Price 3-5 Yr Est.
Ticker End !0/29/1999 Range 1993 1999 lOOO Gro1o1th Chg?
AZR 12 9.69 11·4 0. llA a.44 0.60 10"' N
BYD 12 6.50 7- l 0.57A 0.68 0.61 10"1 N
HE! ll 28.94 30·14 l. 24A l. 50 1.11 15< N
1.07 0. 9OA
M8G
HGG
01
ll
1a.n
51.00
14. 56
2 6-11
52-14
26·12
1. l SA
0. 1SA
l.19
0.72
1.l4.
l.46
l. 04
"
15~
10%
N
N
N

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

CONFIDENTIAL TREATMENT REQUEST BY THOR 00262


NOV··01~199'J 10:35 TRUr'P 212 688 0397 P.03
!1/01/99 19:23:05 IROHSOM f!HAHCIAL-> 212 LBS 0397 corp Page BB3
for Anchor has been vhat happens in the 9a111es division, The Po.....erhouse
ac~uisition gives SLOT other sources of possible upside potential, including
expansion opport1.1nities at the racetrack r;<Jsino and new lottery contracts.
(
Park Place Entertainment
rark Place reported )Q9S EPS of $0.19 before Dre~o~ening charges versus our
estimate of S0.14 per share aod S0.14 3 year ago. The highlight of the quar1er
~as clearly the early performance of Paris, Park Place's oe~ resort, ~hicn
generated $13 million in E6ITOA its first month. ~e believe the momentum from
the first several ...eeks vi11 carry into 4099, leading IJS to bump up 40 by $0.0l
to $0.11 from $0.10, bringing 1he year tQ $0.61 from $0.55. Ne.., capacity in
Mississippi and Las ve~as has not had as severe a competitive impact as
e)(pected. ES!TOA for the three main regiQl'IS--Western, Eastern, and
~id·So~thR~cam~ in ahead of our e~pectations. The closing or the Caesar's dea1
may be pushed from Nove.T1ber to year-end.

Tr1.1mp Hotels Ii Casi:'IO Resorts


Trump reported a revised 3099 operating EPS of $0.16 vers~s SQ,2,4 a year ago.
Roughly $0.47 of the $Q.a3 reported EPS ~ere not operating but ~ere the result
of an acco1.1nting gain. Planet Hollywood had been p<1yi11g lease fees for its
All·Star Cafe (lacdted at the raj), and these fees have been recognized as
11 other revenue" <:it the Taj property. Beca1.1se of bankruptcy proceedings, Planet
Hol l'f'JOOd handed the A.l 1-Star Cafs over to lrurr.p in t'lrder to terminate the
lease. irYmp had the restaurant property appraised at 317 million, and then
tecogo.i.Zed 1his g<'lin through the income statement <J5 "other revenue" at th~ Taj.

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,

Ind~ana Ga~ing Revenue


(S r.iilliOl'l$} Month. of September Year-to-date
1999 1998 ' Chg 1999 1998 " Chg
Casino A;:tar 1. a 9. l -14.4'.~ 72. 2 85.1 -15. 2•
Caesars Indiana 1)' i' NA NM 116.9 NA NH
Empress Casino 10.5 18. 2 1. 9'.{ 174. 9 165.4 S.7~
Majestic Siar 9. 2 9. J -o. a~ ee.3 Bl.5 7.0%
Trump Casino 10.S 12.e ·17.8% 104.7 101.4 J. 3".I.
Gral'ld Victoria 12. l 14.1 -15.8'• 106.8 124. 6 -14.J•
Argosy 2G. 2 23. 2 13.1'.{ 230.1 192. 0 19. 9'-'
Harrah• s 17. 9 13.6 31. 4% 153. 3 131. 8 16. 3'4
(
Blue Chip 13. 5 11. 9 13. 2'.!: 120.2 102.8 16. 9".I.
129. 5 112. 5 15. l:i: l, 167. '1 905. 6 18.4~

CONFIDENTIAL TREATMENT REQUEST BY TMCR 00263


NOU-01~1999 10:35 TRUMP 212 588 0397 P.04
1111111~~ 1o;LJ,,c:> U'll)(l<)Un l LnHllLIHJ..-,. L.l.L 000 O.l:I r t.:l.ll'}I lcS.!JC UU"l

Source: Indiana Gaming Corrmission

Missouri Riverboat Revenue


($ rril lions) Honth of Sept YearMto~date

51. Louis
1999 1998 Ckg
• 1999 1996 " Ckg

President I l 5. D 3. 9~ 44.3 42.3 4.6•


H~ttah'S 11H !l.l 8. 0 J9.5% 93.6 58.7 36. l•

Players MH 3. l 7. D !S. 9• 75.1 64.4 16. 7'

Station St. Ch 9.3 9. 2 1. 7'.l 85.0 94. 3 0.8•


33.1 29.l 15. 8< 297. 9 259.7 14. 1%
Kansas City
Argosy 7.1 5.9 19. B• 62.4 54.3 14.9'.l
Boyd Sam's Town na na nm na lB.O nm
Hilton 5.1 5. 2 ·l. ,, 50.0 44.0 ll. 5•
Harrah's NKC 14. 6 12.7 15. 2-. 131. 5 118.B 11.51'
KC Station ll.9 12.7 9. 8» 127. 4 106,, 19.9•
St. Joseph 1. 5 l. 6 -6. 8% 14.5 14. 5 •O.l<
42.3 38.2 10. 9.. 3BG. B 356. o a. 7•
Caruthersvi 11 e
Ca<::jno Azt;ir 2. 0 1. 7 14.S~ 16.9 17.l ~o. 9~

Total AGR 78.l 69.0 13.1~ 701. 7 n1.1 10.9•

Source: Hissouri Gaming Commission.

Index Performance 10129/99 .. C~ange


Price Week: YTD 52-1o1aek
5,p 500 l,363 4.7 10.9 25.5
DJ!A l0,730 2.5 H.9 26.3
CBOf Gaming Index 267 1.1 60.2 68.7
Gaming Operators "863 0.7 103. 9 112. 6
Games Suppliers 7,641 1. 3 17.5 13.4
Riverboat Casinos 4. 100 • 0. 2 133. 7 143. 7
Nevada Gaming Operators 2,121 2. 3 91. 4 102. 9
Gaming/Cruise L::.ne Universe Chan<Je

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

subsidiary, BT AleM. 6rov~ Incorporated, has mandged or coma/'laged a public

offi:lil"ing of Aztar Corporation; Soyd Gaming Corp.; Harral'l's Entertainment Inc.;

H~H Grand Inc.~ Mirage Resorts lncorporated; lrump Hoteis 'Casino Resorts,

(
Inc.; Anchor Gaming; Roya 1 Caribbean Cr1.1ises Ltd, ,

Th!! fallo-wing stock(s) is (are) optionablc: Aztar Corporation; Boyd Gaming

Corp.: Harrah's Enter+i!linment Inc,; Handalay Aesort Group; HGH Grand Inc.;

CONFIDENTIAL TREATMENT REQUEST BY THCR 00264


NOIJ-01-1999 10:35 TRUMP 212 688 0:397 P.05
1110119~ 1":zi:1b rnu~un nnAnt:lHL-> LU b"" 11.!~I corp rage••>
Mira9e Resorts Incorporated; rark Place Entertainment Corporation; Station
Casinos tnc.; Trump Hotels ~Casino Resorts, Inc.: Anchor Gaming; Interndtional
Game Technology; Carni~al Corporation; Royal C~ribbean Cruises Ltd ..
O~utsche Bank Securities Inc. maintains a net primary market in the colt'lt!'lon
( stock of Anchor Gaming.
There is a (are) convertible issua(s) outstanding on Royal Caribbean Cr«ises
ltd ..
Deuts~he Bank Securities Inc. has been engaged as financial advisor to Harrah's
~ntertainment Inc. in connection ~ith its pending acquisitio~ of Flayers
International Inc.

An author of this comment has a long position in the common sh9res of Ancnor

Gaming.

Note ID, )20)5

To update your order or to receive research on other companies,


please call Corporate Se;vices at (617) 856·2100.
First Call Corporation TEL, 61)·856·2100
22 Pittsburgh Street FAX, 617-261-5621
aoston, MA 02210 EHAIL: f1rstcall.notes@-tfn.com
First Call :is a registered trademcirk of the First Cal I Corporatiol'I

CONFIDENTIAL TREATMENT REQUEST av THOR 00265


NOV-01-1999 10:35 TRL.k1P 212 688 0397 P;06
11/~l/~~ rn:L:J:>t THUMSUH l'IHAHCIAL-> 212 688 8397 corp Pose 806
F!RST CALL RES1ARCH NETWORK

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

Davis, El izab1?1h Q. 212~4/l-~491

Deutsche B~nc Ale~. Brovn

--------· ·--------------------------------------------------------------------­
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

52-WK Earnings Per Share


fY Price Price 3-5 Vt Ct:t.
Ticker End lC/29/1999 Range l99B 19 99 1000 Growth Chg?
AZR 12 9.69 11-4 Q. 23A 0.44 0.60 10'.4 N
BYD 7-3 O.SZA 0.68 0.61 lO'J. N
HET
HBG
"12
01
6.50
26.94
18. 63
30-14
26-11
l. l4A
l. 07
l. so
O. 90A
1. 71
1.24
15"
S•
N
N
MGG 12 51. 00 52-24 l. 25A 2.29 2.46 15~ N
HIR 12 14. 56 26-12 0.75A 0.72 l.04 10~ N
PPE 12 13.13 14·6 0.49A O.Sl 0.66P 1S•4 N
STN 12 24.19 27-5 0. 26A l. 08 1.35 15~ N
OJT 12 l.88 7-3 (l.'3)A (l.64J (0.BO) 10~ N
SLOT 06 61.00 64-33 5.20 S.<3A 5. 30 151(; N
!GT 09 lB.63 25-14 1.27A 1.33 l.63 15% N
CCL ll 44. so 54·30 l.40A l. 65 1.95 20• N
RCL 12 53. 06 53·25 l. HA 2.14 2.44 18~ N
---~--~--------- ~~----------------------~------~------------

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.

c There is a (are) convertible issue(s) outstanding on Royal Caribbean Cruises


Lid ..
Deutsche Bank Securities Inc. has been enqaged as financi~l advisor to Harrah's

CONFIDENTIAL TREATMENT REQUEST BY THCR 00266


TRUMP 212 688 0397 P.07
...................
_,.,NO'.,t..01··1999
....... ., 10:37
,,...,.,,_,uu A
~nn"lx~r'IM
I' Lo.I.'- uuu u..:1;:i1 curp 1·age aor
Entartainment Inc. in connection with its pending acquisition of Player~
lnterncitiona1 !nc.

~n author of this comment has a long position in the co1M1on shares of Anchor

Gaming.

( Firs~ Ca 11 Corporation, a Thom soon Fin3ncia 1 company.


All rights reserved. 8BB.556.l50(]

Note ID' 72076

To update your order or to receive research on other companies,


pl ease cal 1 Corporate Services at (617) 856-2100.

f'irst Cal 1 Corporation T€ l , 617-SSS-2100


22 Pittsburgh Street FAX, &17-261-5627
Boston, MA 02210 EMAIL: firstcall.notesQ.tfn,com

F'irst Cal 1 is a registered trademark of the f'irst Call Corporation

TOTAL P, 07

CONFIDENTIAL TREATr,1ENT FIEOUEST BY TMCR 00267


I
DONALDSON, LUFKIN & JE!\'RETTE

.FACSIMILE T'llANSMtT'l'AL saE:t::'l'

-
TD·
1bJ\6J,\bH7Jr.CJ
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t:IM*lo!JOll W'Wn,!!IMl"'911 t N111-tot.d ~ llf l'IU l4')CI film tri~l'll r.~~

211 PARK AVENUE, NEW YORK, NEW \'ORK 10172


(212) 892-3000 FAl< (ll2) 892-468S
(

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?

2) IF NOT $17 MILLION, WHAT WAS THE SIZE OF THE GAIN?

3) EXCLUDING THE GAIN, WOlllD PROPERTY LEVEL ESITDA HAVE BEEN

$34 MILLION OR THEREABOUTS VERSU$ THE REPORTED FIGURE OF SS1 MILLION?

4) WHAT WAS ANNUAL LEASE INCOME FROM THE RESTAURAND

THANKS

~~~~~E REA '.~);;,J~(b;l;)·(C)


FAX
EMAIL

00269
CONFIDENTIAL TREATr.1ENT REQUEST BY THCR
.)

OCT-?9-98 11 ,35 FROM• ID' l60~:l927S5G PACE 1/S

STERNS & WEINROTH


A Professional Corporation
( 50 West State Street
Suite 1400
Trenton, NJ 08607-1298
(609) 392-2100

FACSIMILE TRANSMIITAL COVER SHEET

DATED: (bJ(6) (b)\7)(Cl


File No.: 5ll538-1
FROM: Direct Line: Fb)l6 ),lbl(TJ(C)

Please del1ver 5 pages, including cover sheet to:


NAM!:(S) FAX NUMB!:R(S) MAIN NUMBER(S)
rb)(6],(bJ.:7){C ! rb)(6).(b){7)(C)

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.

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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

RE: Las Vegas R

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

on their web site.

libJl
'Ati;;chment

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LAS VEGAS RJ:BUS!NESS: Trump Hotels results d... Page 1 of4

(
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://wvvw.lvrj. com/lvrj _home/ 1999/0ct-2 9-Fri-1999/business/1224I 0!29l99Jl

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LAS VEGAS RJ:BUSINESS: Trump Hotels results d... Page 2 of4


:
REAL filed for Chapter 11 bankruptcy
( ESTATE protection 16 days ago, giving Trump
~· ~BSCRJ~==1 its Official All-Star Cafe at the Taj.
er·:~·r=:.
Recent Trump failed to disclose this
Editions bookkeeping gain, leading analysts and
Sunday investors to conclude that the Taj and
Monday the company had a great third quarter.
Tuesday The company reported cash flow -- the
Wednesday most widely watched result in the
Thursday
Friday
gaming industry--of$106.7 million,
S:.1turday compared to $90.6 million during the
Archive same period last year.
Fun Stuff Without the $17 million gain,
Comics Trump's third-quarter cash flow from
Crosswords operations was slightly worse than last
Horoscopes year's. Also without the one-time gain,
Kids Area
Gallery the Taj's cash flow from operations
Extras would have been $34 million,
Yellow Pages compared to $46 million last year.
Buy Tickets "I think it raises the issue of
LV Links management credibility, which is a
Ne\v~p_~ seemingly continuous issue with this
Subscription
Nevvs Tips
company," said analyst Thomas Reeg
Worn for Us of ABN Amro Inc.
Contact Us "It's a matter of disclosure. The big
Rate us problem with this is counting it as cash
Advertiser flow. By definition, cash flow is a
Directorv measure of cash generated in a quarter,
w and this was a cashless transaction ....

It's a curious way to handle this," Reeg


said.
Reeg and other analysts said Trump
1ll:£"t.;..--.,,-.­
should have disclosed the gain
J'IDQl separately, Jetting investors know that
:~ it had nothing to do with the Taj's
performance.
ll([@ Ribis said the issue has no merit
and blamed Shandell for starting a
"rumor."
"I checked with (Chief Financial
(
Officer) Frank McCarthy; it's a

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(
TRUMP TAJ MAHAL CASINO RESORT
EAX TRANSMITTAi.,!

(b)(O),(b)(7){C) (b)i6J.ibH7l(C)
TO:

(~)\{OJ,\DJ(i) lr-":un Curtin


(bl\ 6 ).\b)(?)\Cl l Willkie Farr
(IJ)f6).fb)(7)(C)
IWillidc .Farr
l Stems & Weinroth
(b)( 6 J,(bJ(7)(Cl
{b)(6) (b){?)(C)
\Arthur Andersen
Arthur Andersen

FROM:
\b){6) ,{b)i,7\{C)
I

DATE: Novembe< I. 1999

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.

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00~
CAslNO•RESOCT"'
INTEIOfflCE COIWlll'<lNOtNCE

TO: Distribution llbi(6J (b)


(b)(6),(b)(7)(C)
FROM:

DATE: November I, 1999

SUBJECT: All Star Lease Termination Disclosure

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.

I would appreciate your timely review of this verbiage.


(b)j61.(b1(7)(C)
Please fax your changes to my attention at
~---~

(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
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(4) All Star Cafe Tragsa<tlon

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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(
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
1

company's oil price rcalir.ation w~ S2b,04/ab! in 3Q99, 1rp


(LCR) (58-1 ·, ~ ., ershipJ ]01nt ventures, part.i11.lly offset by
From S13.07/Bbl one )'ear aeo and $13!78/Bbl in 2Q99. Unit
hi&hcr raw r..:n :fOM.~. Sr..-:ond-<JLIW.Ct result>- h;.uf been hvrt
11 LOE (or the lhlrd qu~r W<lS $0.371Mt:fr:, down 24% from
at lh!': joint v ' '!by unplruincd dollltllime Al Equistar's
$0.43/Mcfe duri'lg the prior~yt:l).rperiod aod down S'l.. from
olcfins p!unl!
.. I , c-lview, Tcxll.~. ruid a sJnul. ar shu1down a1 S0.39/Mt:(c in 2Q99. Howevcr, lower LOE w~~ offset by higher
one: ofLCR's cp, unil~. We project EBITDA in 1999 and
pmducLion W.cs. Third-quarter production uues were 7.8%- of
2000 of S84S ' ~and $900 million, respei;:uvely, and
oil at1d nlll\IU.I g'a revtnucs, vp 23% tmm 6.J'1li O'IC year ago.
rei1ente our ! µie company's outs~ding issue~ Bl curTeri!
Thin.I-quarter production was 18.3 BcfC: (81o/o11~l~l Ril.S), litlle

!f Jilli wi~1 lD ~ ,; ,
I;''
. '
'
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.
1
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IP'll'"""""'~"" (<Wl!fhltll
a._.
Si<J>I•"" _ ......... wld11t'l>fl.N't•~;.o ..,,!Aj...,;,,otru;._tITTt)'""!b>""' ll.lllff Ill<"''

!lt',n;" h.u t.:.o<l U~lll llU'l'l-~i::.Jll'<ff i=-llll rt!1.C.O., rlll~~l1d tl>~--. ..'T10lbol~. GeotrSl<!.,..,I "'Ii m&rll
"'"'Mita "'.....,, "'"'""'f..,, ,...
"•••-
,..it,,uo lnO\Jd'~O , , _ " " ""'"'1'1' 10 "'i ~I>'\•"""""· pcod\IO"I<"' llM '""'"~01~._.,d ,,. ..,.., (orcp>om Ml> . . _ . ..,.1 "'""
~ l"""'""""i,..,. "''''" lt>t "'""""""''' l•o;l\>=OOli& AJ•-"llUl-Sro.,,,. mov Al\"l'Wltl(lll:ll;>~ "'8r'Jn1 lfl~r/111> l'!•l<l -..~>o<. ,..,. """ho oo ••'"""""" ... tlr.
,.,.,.,,.,....,,,, ... INI""" ""''""I'""'• - -
"'~'"°" "'"111""1'!"101 !k<I! ~~ .. """tlhl:t-MI"' t.t-M6«0ffl~•<lMol l~~l\W<lll """"ll<lO\nlllofll\~ 11.M ""'1Hml .. d..,.,_

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' ' 111


100 d g~ 60 10311110 .t1- ioo

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'
,.' . BEA,M:111I :1

STEA Tlie Bkr Morning Call


( Page 2 High Yield Research+ October 27, 1999
production 1' le to cert.a.in mid<ootinent pmpenies that 46% of its 4Q99 na:ura! 80.:S productfun oi.! S2.5Z1Mcf. The
were. $Old aLti , prc11uction for the third qu11rter was company exp~tS 10 incl.If 1999 fin<lihg and development co~ts
14% higher! ' · priot~ye;u-p:;:-iud. For the three months (F&D) of.$0.7&/M1;fc (S4.fiS/BOE). l.iown from S0,85/Mefe
(S5.10/BOE) in J 998, \Vf'.ilc we oonfui.ur. 10 f;ivor Louis
1

ended Sepl ,, :; D, 1999, ESJTDA covc:n::d ell:lh interest


1
3. Ix, while f'\!e, o oftcta! debt ofS539 million to annualized Dreyf11s f1Jr il:i finn <rcdit statislics. sbJid a.1set protection Md
\hird-qu.uter'E A w:is 3.9~. strong liqUidlty, we m:jnrai.n cur hall ri:c;cm.n1ende1tion 011 iu.
Liquldily is~! ~ '
nt, with $4 million in c;ish a.cd S46 millJOJt

:.iv;;ulable i:.nder:, ·280-milliol'I credlt f;,te1ll1y, as the company

15.&7S% senior .sub<Jr:l.innted notes ard.i 9.250% seniDr


.;ul'.:oniin:ited notes as wf! believe the bol1(h aie fairly priced :i.t
current levels. Our 1999 EBITDA ~~m;ite i$ $200 million, :ind
e;i:11ects 10 f1 1u:id!I I1999 c:ui'. !!~pendirures (including cnpex lUld

ow: 2000 EBITt>A l'l;tim:ite l~ $240 rhillion, yielding cash


ca~!! interesl)fi intern:illy gc:IU'!rated fuocts. I-IS has hedged

inl«~t and debt Icver.ai:;e miles or 6.il:x. and 2.5x. respectively,


:tpproxi:ruicdi~ 4 of its csl..imat.cd foutth-quarter ri111tor.tl &'"

(&ik Dybtslritld (212) 2'12-7iJ5Z, t:lf)bulnrnl@bear.com/


prcdui;tion ~tt Mcf, and 72% of its estimated founh·

Adam Fli.kersk~ (21.Z) 272·9010, ajll:kerski@lu:or,com)


qu:meroil pf:, ·: 'on at 514.00/Bbl. We conli.nue 10 favor US

. l'l;
1
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

1
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
JI, ,,1,
"ll'IOI) !IC!btt •'l~'o<Jll>l"UJ!l '1 oil-... ll<o•'r NI il"<>oU)r '°""'
P""' ':1~11'11 W!Ql!ll'O\"\ Mr-r>11!1llo<o"""'*'IW<J °' tllll IDl>'J'\ IMY"'" 0. <UttUlt"" .U
/"".'""'~~•-t.llrol•h•beon~l""""'"""~"'"'~111~ .. ,~ •. 1"-."'"°'-~"",.canno!~e~,,.,.e..,sr"'''''~""'I'"""~
• ,.c..,;"11 1'111'lfQC110"' """""'f lq...,. ....._.._ """"'' O<!•l'" -l!lt>.\I in h;l I0<;!,'1~" m.MJ<l"'ld t......'1 (..-91>t!.;lr~ .... II>~ ~1"L~l 1>1'~ _,i.., ....., ~IWI
e"''""~lorU,.!-'I Ol luc:ll-•IK. AMIO\l(li)llMr StbNM Ml<y>I - •IJC:ttl>"'*l""""tllli~pl'llrl'lll'°'!I~ y.ti•M<:ll'lllK, ~ e.... bf<IO HN""""" ""'' l.O
(
, !n""""'uo~ . .,.,.,.._.,.,.,&.,,,
"~..-..l to)" e.. .. 11<..,,,.
!>IH,,.trw,._l""fl"°"""""011'$1:'1~•"'"' ... "'°'",,..,"'""'""'"'e..1.... ....,........_~tn1116rr.lmorH~-"".,.,,..,~'li
i.co.,..... "-' u - olhei"ri$lo """'"' .. 1~\<I, i<O'll""a ~\l.i.i.,. ol/Qln '"""""' """"""~ ou.1.itu <by.

£00 d 1018 1:1 (!(·131

CONFIDENTIAL TREATMENT REQUEST BY THCR 00279


' '

BFA~·!!I
'
·". I
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
,,,,--.,.,...-~·~· ':;;;;";""";;;;;;o~:::-,;:::::=~=-=====~-=======:=::::=oc.==::~
"'41Mll>t IQ• !.\Jo
-1.<o--n
oJ"i~IO
>kll•PI, V°"'r""" ()11111
lll!:>"'l'>ltlOfl
'~<Ill ~)Cf
,,,,.,.to_i
I'"""' ,......,o;f,.,,iXl-IQl\,My-!io<l-.oll'lll>l;., "'i4Al>Cfll'""l'""!lllO 1"°""9 1"•1.11
lllt~lllltlJ~"" ""1-lllbl>-blf. il:I il<:c.'l'<l lll't~OUV!CI b~ ~ hrGl.ol11nt ~ "'"""
·"'l~"""""l'~&'l)'~o.,.,,,,,.,~.,,!lf,.OOlll'<'"'in"'...,..,ll•...,,.r<;J>od•-.e.•(or"11'Qn!l,.,,,~llllllOIQl-11lll=1-
"'"""'• ""fll•lr ,~ """"l'lllllf ~II~ ~~d •-~''°'· -
(
-
"'" W lllD I=-« '11 f""" """"'"'"· A/ll>oogh S..• Giii""' """'IN '"""' -
, I~ ... <Ilion, •"'·~ <>l $IN, Sllal'U "111 ~- POt<W>l'll -
t.,..S...•
""n Ill! ""....,...,... lhfl< ill

o~..:f ~ Ill Ill! """6-l•K o• ol)li- o1 '"" ,,_,,,_,.. " " " ' - r-..,o - mo~ ~IN: di,~

$Toi,,.,,"' c... '"C- ""'"" u.i_..,,."'1,. .,..,.i, o1•1o10.)Ml1a--• ""' ... 'l""'""""'"'cre-=i....J,,....ay.

~00 'd IOI! !!! 1:1·131

CONFIDENTIAL TREATr.'IENT REQUEST BY THOR 00290


·~. . %86 6?855~!7609

All-Star Cafe

@ Trump Taj Mahal Casino Resort

Atlantic City, New Jersey

PREPARED FOR

.
~'. '···.:~ :·.·· .
·TrtJf'!'"!6:·;f,aj· l\~nh~11 C(l~lno RBSOrt
B9a·r..
1O:)c),.. $.w.~!R:';,it Vlri;Jinlc:\ P.ver.ue
I

I
?; ·1,firlntic!.crry, Nf!;W Jerse'y

'

...

CONF'!.1ENTIAL TRE::.t..TME~IT REQUEST BY THCR 00291


%86 S98S6t>t>609 0[:Z! 000C-T£-1nr

I
APPRAISAL GROUP
International

NJ Office

Seprember 23, 1999


l(b)l6) [b)(7)[CI

Trump Taj 1'Ylahal Casino Resort

1000 Boardwalk ai· Virginia .4.venue

Arianne Ciry, New Jersey 08./0J

Re: AU-Star Cafe @ Trump Taj MaiwJ


Carino Resort
Arlanric City, Nt?w Jersev
Qw Ref tt99 i84 '
(b)(6)<b)(?)(CJ
Dear

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

upon which ow estimaie is concluded.

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

CONFIDENTIAL TREATMENT REQUEST BY THCA 00282


%GS 6'?6SSV76129

·2· September 23, 1999

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.

APPRAISAL GROUP lntematlonal

CONFIDENTIAL TREATMENT REQUEST BY THOR 00293


S0'd
it:<:::t 0002-i:£-1r:r

-3- September 23, 1999

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:

SEVENTEEN MILLION 1WQ lfUNDRED THOUSAND DOI.LARS

( $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,

APPRAISAL GROUP lnteman·onal


(b)i6j,ibjt7l!C)

(b){6),{b)(7){CJ

NJ State Cerrifiea 1;,f:fl' E!\8'\'


General Appraiser ~ HS!.i .( iCl I
(b)(6).\b){7)·:Cl

t.ertt1 ...­
NJ ~taze
~-
VT:nera lA .
ppro.zser .u.l\P)(0),(0)(7)
.,,.1iC 1
I
""--~
(b)(6).(bl(7l(C)

APPRAISAL GROUP lnl4!mllllonel

CONFIDENTIAL TREATMENT REQUEST RV THCR 00284


69SS6~~609

SUBJECT PROPERTY PHOTOGRAPH

ALL·STAR CAFE
@ TRUMP TAJ MAHAL CASINO RESORT

ATLANTIC CITY, NEW JERSEY

-1•
APPRAISAL GROUP lnternaUonal
CONFIDENTIAL TREATMENT REQUEST BY THCR 00285
%86 6S8£6!'V609

SUBJECT PROP£R1Y PHOTOGRAPH

ALL·STAR CAFE

@ TRUMP TAJ MAHAL CASINO RESORT

ATLANTIC CITY, NEW JERSEY

- 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.

=!Thl1$,e_;;U.1;!,J<'-llJOf[J'•;)ili"··W:JJ.Q;ct"j··i...Sli.b.iJ:J:L to the requirements of the Appraisal lnstitute relating to peer


l(t J(b).(b){/ J(l;I iJ: resentativ'I,"°~_,.,,,,,.,.,,,..,..------------,
(bii6),ib)(7)(CJ

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

September 15, 1999

PROPERTY RIGIUS APPR!\ISED

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

to the lim.itatioos of eminent domain, escbeat, police power and taxation.

FUNCTION OF TRE REPORT


It is our understanding that this appraisal report is to used for the soJe pwpose of assisting

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

(OCC) written appraisal guidelines.

QWNEFSHlP & PRQPERTY IUSTORY

The subject property is listed under the ownership of Trump Hotels & Casino Resorts

Holding Corp. since April 17, 1996.

•3•
APPRAISAL GROUP International
CONFIDENTIAL TREATMENT REQUEST BY THCR 00288
Introduction Related Information

APPRAISAL DEV'£LOPMENT 4.ND REPORTING PROCESS

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

neighbo:-hood or similar competitive neighborhoods in the area on com.parable rental data

a:ad offerings, a:ad this information wa.s confinned. This information was applied to the

Capitalization of Income Approach value.

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

therefore involved departure from Standards Rule l-4(b)i, ii &: ill.

This Restricted Appraisal Report is a brief recapitulation of the appraiser's data, analysis,

and conclusions. Supporting documentation is retained in the appraiser's file.

·~
t
-4 -
APPRAISAL GROUP lntemallonal
CONFIDENTIAL TREATttlENT REQUEST BY THOR 00289
l 1 'd 6~3S617P609

Introduction Related Information

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

their expertise and k:aowledge.

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

Provision of Uniform Standards of Professional Appraisal Practice (USPAP).

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

Introduction Definition of i'4arket Value

DEFTh1TION OF MAR.KET VALUE'

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,

knowledgeably, and assuming the price is not affected by undue stimulus.

Implicit in this definition is the consummation of a sale as of a specified date and the

passing of title from seller to buyer under conditions whereby:

). Buyer and seller are typically motiva1ed;

2. Both parties are well·informed or well-advised, and ea<h acting

in what they consider tb.eir own best interest;

3. A reasonable rime is allowed for e.tposure in tb.e open market;

4. Payment is made in ten:ns of cash in U.S. dollars or in terms of

tioancial arraugemenrs comparable thereto; and

5. The price represents the normal consideration for the property

sold unaffected by special or relative fin.ancing

or sales concessions granted by anyone associated with

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

Introduction Other Definitions

OTHER DEFWT!ON~

Fee Simple Estate ~

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.

Going Concern VaJue ~

The value created by a proven property operation; considered a separate entity to be valued

with a. specific business establishment; also called going value.

Leasgd Fee Estm ­

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

.specified by contract terms contained within the l¢ase.

l&asi;hold Estate ­

The interest held by the Jessee (the tenant or renter) through a lease conveying the rights

of use and occupancy for a sta.ted rerm under certain conditions.

A limited-market property with a unique physic<!l desigD, special construction materials, or

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

Introduction (b)(6) (b)(7)('.}J


Qualifications o

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)

PARTIAL LIST OF CLl£NTS SERVF..D

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

Introduction Qualificarions of <blrGJ.rb){?)(G!

. al
(b)\6).\b)(7;\C)

Commmfal & Industrial ~


(b){6),{b)(7){C)

• 11 •
-. ................ ·--- ..••-- ... •

CONFIDENTIAL TREATMENT REQUEST BY THCR 00296


%86 698SGPt!G09

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

Introduciion . ~lb)(6) (b)(?J(C)


Qua/'ft
1 cauons 0
!b)t6).lb)(7i(C)

PAR11AL LIST Of Cl {ENTS SERVED


!Milytjpngl ­
(b)(6).(b)(7)(C)

- 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

Introducrion Assumptions & Limiting Conditions

ASSUMPTIONS A.ND LIAIITING CONDITIONS

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.

2. No responsibility is assumed for the legal description or for matters including


legal or title considerations. Title tO the propercy is assumed to be good and
marketable unless otherwise stated

3. The property is appraised free and dear of any or all liens or encumbrances
unless otherwise stated.

4. Responsible ownership and competent property management ille assl.l.med.


5. The information furuished by others i.s believed to be reliable. However, no
warranty is given for its accuracy.

6. All engineering is assumed to be correct. The plot plans and illustrative


material in this report axe included only to assist the reader in visualizing the
property.

7. It is assumed that there are no hidden or unapparent conditions of the


property, subsoil, or structures that render it more or less valuable. No
rcspomibility is assumed for such conditions or for ananging for engineering
studies that may be required to discover tbcm.

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.

10. It is assumed that all required licerues, certificates of occupancy, consents, or


other legislative or adrn.izti.<trative authority from any local, state, or °:"tional
government or private entity or organization have been or can be obtamed ~r
renewed for any use on which tile value estimate contained in this report i.s
based.

- 16 ­
APPRAISAL GROUP International
CONFIDENTIAL TREATfflENT REQUEST BY THCR 00301
E:98S6Pl:'61219

Introduction Assumptions & Limiting Conditions

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.

15. No envfronmental or impact study, special market Study or analysis, highost


and best use analysis or feasibility study has been requested or made unless
otherwise specified ill an agreement for services or ill the report. The
appraisers reserve the uulintited right to alter, aw.cud. :revise or rescind any
of the statemeots1 find.in.gs, opi.W.ous, values, estimates or conclusions upon any
subsequent such study or analysis or previous study or analysis subsequently
becoming known to him.

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

Inrrod.uction A.ssumplions & Limiting Conditions

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.

20. No responsibility is assumed for marrers lr::gal in character or nature, nor


matters of survey, nor any architecrural, structwa.1. mechanical or engineering
nature. No opinion is rendered as to the title, which is presumed to be good
and .merchantable. The property is appraised as if free and clear, unless
otherwise stated in particular parts of the report.

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

price of the dollar as of the date of the value estimate.

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.

If the presence of such substani;e,s, such as asbestos, mca formaldehyde foam


insulation, or other hazardous substances or eoviroumental conditions may
aifect the value of the propeny, the value estimated is predicated on the
assumption that there is no rucb. condition an or in the property or in such
pro:tilllity thereto that it would cause a Joss in value. No responsibility is
assumed for any such conditiow, nor for any CJJ:P•rtise or engineering
knowledge required to discover them.

28. ACCEPTANCE AND/OR USE OF THIS APPRAISAL REPORT


CONSTITUTES ACCEPTA.i'\'CE OF Tire PRECEDING CONDffiONS.

- 19 ­
APPRAISAL G~OUP lntornallonal
00304
CONFIDENTIAL TREATMENT REQUEST BY THCR
December 14, 2001

The Honorable Harvey L. Pitt


The Honorable Isaac C. Hunt, Jr.
The Honorable Laura S. Unger
lTnited States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20S49

Dear Chairman Pitt, Conimissioner Hunt and Commissioner t'nger:

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.

I greatly appreciate your understanding of this matter.

Thank you.

incerely,

THE TRUMP ORGANIZATION

725 FlF"l'H AVENUE• NEW YORK, N. Y.10022 212 • 832• 2000 FAX 212 • 935 • 0141
.,

WILLKIE FARR &GALLAGHER


2l2 72S 82SO
rr. y\lullg@wLllkie.~om

787 Sevenih Av~nue


l'\ewYurk, NY 10019-6099
Td· 217 728 8000
Fax: 112 JJ~ !\Ill

FOIA CONFIDENTIAL TREATMENT REQUESTED

December 14, 2001

The Honorable Harvey L Pitt


The Honorable Isaac C. Hunt, Jr.
The Honorable Laura S. Unger
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: Trump Hotels & Casino Resorts. MNY 6625

Dear Chaim1an Pitt, Commissioner Hunt and Commissioner Unger:

l write to urge the Commission not to approve the commencement of


enforcement proceedings under Rule 1Ob-5 against Trump Hotels & Casino Resorts, Inc.
("THCR" or the "Company") in 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 Staff's recent comrnunication to us that.its rcconm1endation of a
disposition of this matter under Exchange Act Section 21(a) has been overruled, and that it is
compelled to pursue !Ob-5 charges against the Company. This reversal was unexpected, and is
seemingly inconsistent with the Staffs decision not to ursue any enforce1nent action at aU
against the individual responsible for the Release, (b)(6).(b)(7J(C) hat
decision, which would seem to further undennine any suggestion o au , supports t c
proposition that the Company's actions in issuing the Release do not warrant lOb-5 action,
which would only exacerbate tl1e cutrent business challenges facing THCR. Thus, such in
enforcement action would be a misuse of Rule !Ob-5 and would serve only to punish THCR's
innocent employees and shareholders.

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.

NFW YORK WA5HINGTOt1, DC PARlS LONDON MILAN ROM~ fR"NKFVRT


The Honorable Harvey L. Pitt
The Honorable Isaac C. Hunt, Jr.
The Honorable Laura S. Unger
December 14, 2001
Page 2

"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,

<bl·: L\bH Jo: J who made the decision to issue :;th-=e'R'e"I-:ca-:s-:e~i=n-=tc-h-:e'fo"rm='it::t-:o-:-ok","'1'"b'°'il"'6i'".,--'

(b)(6),(b)(711CI The Commission's use of the most powerful weapon in its

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.

The ramifications and potentia1 publicity surrounding the com1nencen1ent of a 1Ob-5


action would be devastating to TIICR's innocent shareholders and employees. For all the reasons
described above, we respeclfully request that such proceedings not be commenced against THCR.

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
·"'
'" - ~'

· SWIDLER BERLIN SHEREFF FRTEDMAN, LLP


TIIE ClffiYSLER BU!l.DING
405 LEXINGTON A VENUE
TH'S W~SNf.\/GTON 0FFIC~:
NEW YORK, N'J' 10174
o.~ \'tD s_ I lo:rNbK THE \l:IASHJNdroN HJ.RBQUR
PARJ':-llOll
'l'F.1.EPHO\JE (212) 973-0111 ' Surn:
J()r)O KS 11w.c:1. il\'\'(I, '
;.oo
DmEtr DIAL 212-891-9431 ' FAC$!MILE 212.s::n .. 9593 \'i/ASffiNC "1'0~. )1C ?.'11107-5116
D$HOJ:FN!1R@S\\lfOJ.J\\"'\l.COlv! \'\l\Xl\\'5\X·1DI../l 'lf.1.CQ:\1 (~02) 424-7500 FA:!ll (202) 424- 7647

December 7. 2001

BY HAND
rbi16J,16Ji.7HCl

Securities & Exchange Comrnission

233 Broadway

New York, NY 10279

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)

Very truly yours,

Davi S. o

Enclosures

r
I
UNITED STATES OF AMERICA

Before The

SECURJTIES AND EXCHA'.'IGE COM:'YIISSIOK

Northeast Regional (Jfficc

In the Matter of

Trump Hotels & Casino Resorts, Inc. Case No. MNY-6625

SUPPLEMEKTAL WELLS SUBY!ISSION FILED !..!1'!~"'1fiLL-­


OF TRUMP HOTELS & CASINO RESORTS JKC. AN ibl<6i.ibH'llCI

WILLKIE FARR & GALLAGHER


787 Sc:vcnth Avenue
New York, :--lew York 10019
(212) 728-8000

Attorneys for 'f'run1p Hotels & Casino


Resorts, Inc.

SWIDLER BERLIN SHEREFF


FRlEDMAN, LLP
The Chrysler Building
405 Lexington Avenue
New York, "IY 10174
(212) 973-0lll
1bF6),-:b)(7){Cj
A ttomeys fior 1
'-------'

CONFIDENTIAL TREATMENT REQUESTED

UNITED STATES OF A-v!ERICA

Before The

SECURJT!ES AND EXCHANGE COMMISSIOJ\

Northeast Regional Office

-- ------------------ ---- ---- ------- ---- ...... •' ...---------- -- x

lo the f\1atter of

Tru1np Hotels & Casino Resorts, Inc.


Case No. MNY-6625

·-------------------------------------------------------------x

SUPPLEMENTAL WELLS SUBMISSION FILED 'BEHALF


OF TRUMP HOTELS & CASINO RESORTS, INC. AND ibll l.lbll 11 1

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

testin1ony o {b)( 6 ).(bl! 7 )(CJ djitiJ(6) (b){?JtCJ

,'_bl_l6_11_,1_11_11_c1_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _..J In addition, during the second

round of testimony, the Staff deposed <'H l.( H h


~-------------------~

~'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

appropriate FomJ lOQ disclosure. Indeed, tltere is unan1biguous doc111nentaI)1 evidence

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-

upon Ean11ngs Release.

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

THAT THIS IS NOT A RULE I Ob-5 CASE.

A. The Tcstimo11y Refutes The Suggestion That (b!l6 1,lbl(7){CJ


Den1anded Disclosure In The Earnings Release.

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

such advice \Vas given.


. l{b)·:6),:bJ(71
In his sccond day of testimony) IC) ·
bonfinned that (b)·:6J,.:bH71
\C!
.
id not insist

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

(b)(6l (bll7) (b)(5),(b){7)


(CJ · jid not understan (CJ o be demanding Earnings Release disclosure. \Vhen
{b)(6) (b)(7j llbH6UbH7.i.:CJ L . (ll)i6),(b)(7) •
\Cl !relayed to his colleague ILhe views o (C) on the issue of disclosure of
(bjtC),(b){i)(C) I l(bHt),ib)\71(C) L
the All Star gain j merely reported pdvice that Forn1 IOQ disclosure was
{b)(6).(b){71 (b){6),{bj(7)
needed; 1<.:J id not say anything about the Earnings Release tci r. at 115.) In
~---'

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.)

B. The Supplemental Record Confin11s That, At The Time of


1he Earnings Release, THCR Intended To Discuss The All
Star Gain In Its Upcon1ing 10 .
. . lblit:>J,\bJ( ) .
The only unambiguous adv1c 1c1 ave to THCR was that disclosure of the

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

1bl(l5) (b) 7) (b){l5).{b)(7)


Jn fa~t,
tlus ts entirely consistent v,iit CJ ny It is our undersm.nd111'1; tha~'"'----'
1.:~un1ony reveals that his. acmal comment to b1< 6) <b)(li n tlns poin 'b\ f l Jy "J don't know why you
don't disclose It because 1t must be disclosed in~ Whateve ·: {·l.< ') ntended to convey by this,
{b){e).(b)(?) makes clear that he did not understand~ to be urging 1sc osure in the Ea.inings Release.

-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)

fb)(f;J\ (l1\ 161 7


f7)(CJ
. d, Vl h'li e he d'd
xp Iaine 1 not kn ' Iy wha "'
· ov..· precise (b1(7)( meant by t hat, J1e too k (CJ
lb)(eJrbli I
~-~

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,

t,or the fi1rst t1n1e,


. then·
. vte\\t
, t hat other witnesses
. • testimony
. contrad'1ctcd'(1j(CJl.ibl and t ha
11 i I
{7\(C)'b

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

temporary silence about that transaction, regardless of its impact.


{b)·:G).
In fact, the record plainly demonstrates tha {bJo:7\ did not fully understand the

.
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.)
'-----'

In addition, while botl~"~--'_·'_b_''-l<C_'_ _ _~~estified that they discussed with


11 1 1

{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

be n1isleading \\ ithout such disclosure. :~li~\;'b\


1 t 103f~\V>J.(bJ(Y) lat 43 (first day), 126.) 111 that
. l .1 i'bJ(6)
Iig tt, nett lC <'bJ(7) or THCR should not be accused of fraud for deciding that such self-

congratulation was unncccssa1y.

(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

any intent to keep them secret.

-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
~---

j~;~iLc1 both testified that initial estimates given t c::=:.r


million ibJ( 6
).(b)\?JIC.i r. at 23; ( 7 (~c\< 1 r. at 21. 5
(b)\ J.\bl\IJ{C) also testified that, in cotmection ,:vith
'-----'
advice on the accounting treahnent of the All Star gain, J\rthur At1dersen urged -- and 'THCR

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

requiren1cnt only if it was a "'fom1 of intentional conduct" n1otivated by a tnalevole.nt pu!l,)ose.

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

have been misleading.

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

to impose Rule 1Ob-5 sanctions here.

E. Recent Enforcen1ent Activity Illustrates That This


Is Not A Ruic 1Ob-5 Case.

We respectfully subn1it that the Con1n1ission 's recent enforcement history

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:

• The accounting treatment of the item in question \Vas correct;

• 1'he disclosure in question \Vas accurate, and rhe


repo1ied earnings v.·crc not inflated;

• At the tin1e of the disclosure, the issuer intended to supply


the omitted information in a quarterly report to he filed
within a few weeks;

• Immediately after the arguably misleading statement, and


without any threat of litigation or regulatory action, the issuer

. JO­
took significant steps to provide the missing infonnation to the
marketplac-e; and

• None of the alleged \Vrongdoers profited by tl1e clain1ed omission.

The Commission's recently-announced seillemcnl witl1 At1hur Andersen in

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

proceeding is simply not wa11·anted in this case.

"11"
llL

THIS CASE IS AT MOST A BOOKS AND RECORDS CASE.

=~~
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

fraud provisions, arc 1nore tailored to that alleged shortcoming.

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

miscellaneous recu1Ting items of"other inco1ne."

Moreover, section l 3(b)(2)(Jl) (15 U.S.C. § 78m(b)(2)(B)) requires issuers to

"devise and maintain a system ofinte111al accounting controls sufficient to provide reasonable

assurances lhat transactions a.re recorded as necessary to pennit preparation of financial

-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

and records provisions 'W'Ould apply.

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),

t 3(bJ(2)(A) and ! 3(b)(2)(B).

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

Ribis respectfully urge that no Rule !Ob·5 enforcement action be pursued.

Dated: New York, New York

July 20, 2001

Respec Uy suomitted,

Of Counsel: 787 Seventh Avenue


Thomas Golden NewYork,NewYork !0019
James Dugan (212) 728-8000

Attorneys for Trump Hotels & Casino


Resorts, Inc.

SWJDLER BERLIN SHEREFF


FRIEDMAN, LLP

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·

81/Bl'd l8600Cl~6SO 6~:81 100C-£C-lnf


UNITED STATES OF AMERJCA

Before the

SECURJTIES AND EXCHANGE COMMISSION


• Northeast Regional Office


File No. NY-6625
In the Matter of

• TRUMP HOTELS & CASINO RESORTS, INC.

\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

CONFIDENTIAL TREATMENT REQUESTED


• 2SfJ467.3


PRF,LJMINARY STATEMENT

This Wells subn1ission is made on behalf oti_1'_'\_'_·1b_l_171_1c_1_ _ _ _ _ _ _ _ _ _~


6

• (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

to qualitative materiality. See Point 11 infra.


• The Staffs content10n tha
' {b)(6)
(b('71 ailed to correct adequately the allegedly false and

misleading statements in the Release and Conference Call by issuing another press release is also

(b)(f:.1,{b1 (bli ),ib).:1)

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.

• ~Point III infra .

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

• No shareholder lawsuits were brought with regard to the disclosure in question.


3

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)

. . , lfb)(6) (b)(7)(CJ I, . (b)(6),(b)


(Transcnpt of the Depos1l!on of ~----~
µatcd Apnl 19, 200011J(c1 Tr.") at 10.)

• Although .:
~-------------------~
the Trump Organization)

had no significant experience in either litigation or transactional work


(bj(6),(b) {b){6),
involving the federal securities la\vs. (7J(C) r. at 15. Notably {b){1J ·snot a Certified Public
• Accountant and had never been employed by a public con1pany prior t
{b){ ),{b)
a11c1 d. at 43.
1 ){'),{till Ji )
has never been sanctioned or disciplined by any professional organization, or
~---~

• 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

and the leasehold assets of the Cafe conveyed to the Taj.


(b)/61,


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)

.17)(c1 Tr. at 26-27. To that end,

on or about 0 ctober 22 , 1999, 1' c)" ·" ' 1rcu


· 1ate ct a ctra tit or a a·isc 1osure concern1ng
· the L ease
~--~

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

appear in the Release.

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 · · ·

irst, 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

(...continued)

Resorts, HollY\VOOd Park, Inc. and The Sands Regent, had issued eamings releases that reported

revenues as single line items.

• V./e understand tha~ 17 l;C·\


.
l
j1b11&\ (b\
p1as apparently
·
. .
.
testified tha
.
(b)(6),(b){7)
(C)
initially want to include the Lease dtsclosure tn the fihng on Form 1OwQ
old
( ll '
• · J, id not
(0)(6),(b)(7)1C)
O\vever,
does not recall any such statement and has testified that. at all relevant times, it"''~
Company's intention to include the disclosure· Form 10-Q. 1'1orcovcr, even 1 ~,( ),(b) '
acknowledges that before issuing the Release)~~\~;·( and the Company had agreed to ma ct e
• 280467.3
full disclo~urc in the l 0-Q.
7



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

indeed on a company-\vide basis 0 succet:ded in achieving positive results" by increasing

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

treatment of the Lease transaction in particular .


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),

(bJ17HC hat the transaction should be separately

. 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.

C. The Conference Call

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;

Conference Call Tr. at 9, 7


• D. Subsequent Corrective Disclosures
• (b)l6),lb)(7)1C) ib)(6)
I1nmed1ately after the Conference Call, ho had been instructed b lbJ(7) to

• answer the analysts' follow-up calls and \Valk them through the details of the Lease transaction,

received a telephone call fron1 1 J <l


'b'C) (b)171(~) \bH6J.1bl:7)1C)
• • '· and one fr om fLehman Brothers.
ibJ(O) (b)i7J l(b)t6),(b)/7)tC) 1, (bH61,
(Cl at 54-55.
'r. pescrihed tt (b)C') he details of the All Star transaction and
• ~---;;:(b:,)<6~)~,,b~,,~,)~
informe ;c) hat "other Rcvenues 11 included a one time gain related to the Lease 11 north of

$11 million." Id.

• 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

S0.44 and Mandalay Resorts was up $0.50,


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

nstruc 1·tons {b)iG,i.:b.I{?) correcti y an d,1u IIy in1onne


' , d t hem ofth e deta1"Is ofth c
1 ),lb)
\.,,-! ('))':c
,.,. 17 1 JC)
~--~

• 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

gain Vi-·as indeed $17 million. As a result (bH7j


(b)< ), d h
rdere t at the Company1s 10-Q be filed 11 right
1bii6J,ibJ
~b\(GJ.(bJ
a\vayu in order to clarify the EBITDA ·:IHC) r. at 59-60; sec als i7i(C;i r. at 67. In the

• 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

• • • ibHt>J, .1Fb1(eJ..:bH7HcJ lro


1nter1m ibi.:71 nstructeUJ contact each of the persons on the Conference
. ~~~-.~-;;;{b;)(;C);.\b;)~
Call to 1nfom1 then1 of the Lease issue (?l.:Cl r. at 61. These disclosures were quickly and
• widely disse1ninated in the marketplace.

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.

~Las Vegas Rev. - J., Oct. 29, 1999, at 2D.


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.,

Nov. 8, 1999, at BIZ .


• 280467.3 13


DISCUSSION

• l"1151·"1'711CJ
POINT I

~ID NOT ACT WITH SCIENTER


lbi\6),
In order to prove tl1a 1bl\7) iolated Section IO(b) and Rule 10b~5, the SEC must prove

• 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.

• That misunderstanding is entirely plausible given (7)<Cl


:b){6),{b)

lack of accounting and securities law

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

auditors is inconsistent with the intent to defraud 11 ).


1
"
Nor d o t he 1acts . 1 b adges of fr au d
of t h'is case revea I any trad.ttlona (bit bl '"
·~7!(C) ho had no

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

• the Lease transaction.


(b)~6) .
(bl·~7)

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

• conta1n1ng n1illions of dollars of in1properly recognized revenue); Matter of Charles D. Ledft)rd,

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

• make full disclosure of the facts in the 10-Q.

suggesting the analysts speak \Vit 1c1


{b\{6),{L1)~7)
o get the facts, in directin _______,
(b)(f;J) (li)(7)(G\

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

THE FAILURE TO DISCLOSE THE LEASE GAIN WAS NOT MATERIAL

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

of particularly egregious circumstances, such as self-dealing or misappropriation by senior

• 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

break any negative trend .


• 2S046iJ 18


In any event, by its own terms, SAB No. 99 docs not apply to the circumstances of this

case. It merely "provides guidance in applying 1natcriality thresholds to the preparation of


• financial stajcmcnts filed \vith the Con1mission and the perfonnancc of audits of those financial

statements." 1999 WL 1123073, at *l (emphasis supplied). It dues not apply lo literally

• 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

involve an allegation of a misstatement in a financial statement. Hence, the directives of SAB

• 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

injunctive action under Section 1O(b) or Rule 1Ob-5 is v,rarranted.

• POINT III

THE FAILURE TO ISSUE A REVISED


PRESS RELEASE WAS NOT ACTIONABLE

• 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

Q. No individual contemporaneously suggested more disclosure was required~- indeed, Arthur

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

corrective action was necessary .


• POINT IV

THERE IS NO REASONABLE LIKELIHOOD


TUAI FUTURE SECl!RITIES VIOLATIONS WILL OCCUR
• To obtain injunctive relief, the Conunission must den1onstratc that there is a substantial

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

Call analysts and expedited the filing on Fonn 10-Q.


• Furthennore
(b)16),ib)(7)1C)

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

securities violations. Accordingly, injunctive relief is unwarranted and unnecessary .


• Finally, in detennining whether to exercise its prosecutorial discretion, the Staff may

• Manor l)l!rsjng Ctrs. !gc.. 458 F 2d !082, 1102 (2d Cir. 1972). The issuance of an injunction

would clearly tl1rcaten bott~~ib_J.:_·_':_"_'_.:c________~~nd thus potentially deprive him


51 5 1 1

, 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

For all the foregoing reasons~rb_J.:__


61
..:b_,r_,'i·:_c_I--~~espectfully requests that the
• Commission exercise its prosecutorial discretion and decline to initiate an injunctive action under

the antifraud provisions of the securities laws.

• Dated: September 29, 2000

Respectfully submitted,

SWIDLER BERLIN SHEREFF FRIEDMAN, LLP


• By: Q.'S?._­
Andrew J. Levander
David S. Hoffuer
The Chrysler Building
• 405 Lexington Avenue
New York, New York 10174
(212) 973-0111

JAY GOLDBERG, P.C.


• Jay Goldberg
Steven lsser
250 Park Avenue
New York, New York 10177
(212) 983-6000
• Attorneys forjt 11 )(eJ,{bJ(?J(CJ

• 25

fOR IY!MEDIATE RELEASE Page I of3

..
(b)(6).(b)(7)1C)

Fron1: SEC Administrative Notices


Sent: Wednesday, January 16, 200210:57
Subject Press Release. 2002~6

FOR IMMEDIATE RELEASE 2002-6

SEC BRINGS FIRST PROFORMA FINANCIAL REPORTING CASE

TRUMP HOTELS CIL.\RGED WITH ISSUING MISLEADING EARNINGS RELEASE

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

FOR IMMEDJATE RELEASE Page 2 of]


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.

Contact: Wayne M. Carlin 646-428-l 5 l 0

111612002

(b)(6\.(b\{7)(CJ

l(b)(6),(b)(7){C) I
Frorn:

Sent: ,w~e~d~n~e"sd~•=~Ja~n"uary 02, 2002 1:42 PM

<'b)(6) (b)(7Jo:C)
To:
Cc:
Subject: Trump

Dear1(b!i6l.ibl I
(b)(5 I,(b)(6) (b)(?)(C)

Happy New Year,


(b){6).(b)
7 ! ~1

NYPOST.COM Business: FINGERED BY SEC By JESSICA SOMMAR Pagelof3

X' Email Updates


Gt Make NYPOST.COM
Your Homepage

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.

http://www.nypost.com/business/39224.htln II! 7/2002


NYPOST.COM Business: FINGERED BY SEC By JESSICA SOMMAR Page 2 of3

Gossip Valentine's Day


Horoscope The SEC said Trump Hotels' former Chief Exec Gift Shop
Nicholas Ribis, Chief Financial Officer Frank
Learning Center
l,ifcstylc McCarthy and Treasurer John Burke \Vere responsible . A-<+
Mlct111el,
for issuing a misleading press release that deceptively 1-ovc 'fOU elWll'f''
Lottery MM
News
counted a $17.2 million one-time gain as operating
Have your

incon1e instead of listing it separately. Valentlne's message

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

Post Store always on a T-shirt

analysts criticized the company's accounting. or mug. Ciiek here.

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.

But for all the hoopla over accounting irregularities, the


Trump settlement shows the SEC is loolhless, critics
said.

"There was no fine, no admission of guilt," noted a


source close to the millionaire moguL It didn't make
sense for Trun1p not to agree to the SEC settlement1 the
person said.

ll1e SEC's Carlin countered, "The punisinnent is being


on the receiving end of an enforcement action ~'here the
S.EC makes a finding that fraud was con1mitted.

http:// vvwvi1 .nypost. com/b usiness/3 9224. htm 111712002


NYPOST.COM Business: HNGERED BY SEC By JESSICA SOMMAR Page 3 of3
.\
"That's the most serious charges that the commission [JagaShc.com
can bring. Any public con1pany on t11c receiving end of
that takes it as a very serious matter."

For more information and headlines on this company

CLICK HERE

~ Print this !>tory ~Previous articles on this topic


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1•
1117/2002
''

Page 6

Copyright 2002 Financial Times Jnfom1ation

All rights reserved

Copyright 2002 AFX Ne\vs

AFX Asia (Focus)

January 16, 2002

LENGTH: 493 word~

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

LOAD-DATE: January 16, 2002


< Page 4

Copyright 2002 Gannett Company, Inc.


t:SATODAY

January 17, 2002, Thur~day, FIRST EDlTlO~

SECTION; MONEY;

Pg. SB

LENGTH: 486 tvords

HEADLJNE: 1'run1p fim1 settles pro fomia charges SEC makes first case for abuse

BYLINE: Noelle Knox

DATELINE NEW YORK

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.

The company's stock fell 22 cents, or 11~1o, to $1.73 Wednesday.

LOAD-DATE: January 17, 2002

01116/02 WED 10:42 FAX 1 lib)(6) (b)(?)(C) I SEC-E1'.'F 8'1'11 FL FICE

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Stn:;u,t, N,W.

Washington, o.c. 20549

FROM· l'i'~';11711c1
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OFFICE OF CHIEF COUNSEL

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Date: January 16, 2002

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Total Number of Pages, Including Cover Sheet: 3

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Trump Ilotels & Casino Resorts, Inc. and 'I'he Securities and Exchange Commission ResoL.1 Page 1 of2
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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.

Though promptly corrected, tt1e Company agreed to the


administrative penalty of a cease and desist order for the :®cllsr.iarketWatdl
questioned 1999 one~time event fl!O.tlrJ'A~~ .1:1.1!.W.S

U.S. indexes suffer widespread


No monetary penalty was imposed on the Company. Q~£]D~§
Furthermore, procedures in place since 1999 insure that such an
action by an officer of the Company cannot take place in the Beige Book sees scattered
future. 1imQJ91(~[TI~nJ
; Law firm release§ e-mails about Enron i
Tile Cornpany neither admitted nor denied the allegations, but ·401 (k) blackout I
chose instead to end the three~year-old dispute by way of this : Fitch. Moo.Qy's pare Kmart ratingugmn
settlement.
Intel shares dip after Q4 earning§ I
feport 1
The Chairman of the Board and now President of THCR, Donald
J. Trump, had no knowledge and there was no finding that he
knew of the Company's action taken in 1999 which resulted in i!iJ! Sign up to receive FREE e-
the Order issued by the Cornrnission. . newsletters: 1

Jn the Jast quarter of 1999, the then Chief Executive Officer of


. IE:cnail_a~dre,;s
l'.er_e__ ] [Hsi.;;;-IJ~i-1 I
THCR, whose contract was not renewed at the end of June i
2000, issued a press release which failed to disclose that iGet the latest news
operating income for the quarter included a onewtlme non~ . 24 hours a day from our 100-person
recurring gain which had resulted from the termination of a ! news team
leasehold interest of a tenant of THCR. While the Cornn,ission
noted that competitors of THCR use the same format tor reporting earnings, which also do not break out

http://cbs.n1arketvi.1atch.com/ncvvs/ne\vsfinder/newsArticles.asp?guid=% 7B86DD 13 56~1o2D.... 111612002


Trun1p Hotels & Casino Resorts, lnc. and The Securities and Exchange Comrnission ResoL.1 Page 2 of2
'
.~
. I

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"

'..:ClN'1'AC:1' • Jay Goldberq, ~sq.


212/SS3-GOOC

"The Tcn:tp Organ:i.z11t1::>n

Norma I. Foerderer, 212/83Z--2000

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Dow Jones Interactive Page 1 of2

'"

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.)

Of DOW JONES NEWSWJRES

\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.

"It's our first case in this area," Carlin noted.

Pro forma financial results, typically issued in press releases announcing quarterly results, aren't

hUp:l/nrstg I p.djnr.com/cgi-bin/DJlnteractive?cgi-WEB_OLH_STORY &GJANum~7218517 I116/2002


... Dow Jones lnteractive Page 2 of2
"

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

federal anti~fraud laws.

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.

http://nrstglp.djnr.com/cgi-bin1DJlnternctive?cgi-WEB_OLII_STORY &GJANum-72185 ... 1116/2002


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216pm 12104/01 811.~DJi.c_CJ1Y..Q~~Jn.9.§...P..9_~tJir?.t_.9~ in _si.ni:;.e ,Sep_t. JJ - Reuters
3:49pm 11/28/01 Trurnp Hotels to Make lnterestJ:!y!!!.fil1\: - BusinossWirc
11:35am Trump star_tsJa_l~.S~OJ.Lc;t@t_ restructuring,JQ,,[l:ay interest -- NYT - Reuters
11122101
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440pm 11101/01 !J_S__ S::__Q[P. llP!!.cts_-jlgnQ§ ~t!9tL in__ Ol~.Tr~cisury_g@f!J§l!l!!li • Reuters
312pm 11101101 LJf?.DAJJ;_ t7.S__&!?_gJ.JJ1?_Jr\.-!tJ1PJ:Lote.L[3...Ggi_l?_iQP.. 8~.$9J:.t!:!LQ_~~?!ti0.9§ • Reuters
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I llC:lu,,ltr-rt=r~dd •tcl<IJJVnS 1101101 ut:n Ub'clllCllS w aestroy
mes fi«IU&<IO:Wet;
were simply to 'bwikei-' down a;r;;;t it .'ingse~ns.·:;i:·. ~·,.
i:au111

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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·• "anci·· n"" •)l... -,..:..,. .. ­
•"' - Ii) cu, . U\JW !V"''- "_
• ~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 ~,:,., ::.:«; .~:, .. ,:~.. ,.:.~
PI';·i·,.t E , ,.• ·..,·rn·~ . '·
M Ki ·:. .,.,...
~.·,,,:"~\ ·~ ~1eroay;-'t1t1mp&.;ec1*~~o•j1.~
tnoriet.:i).~niiJty,,'''101"\'.

I. ij' .·
C '. f:l§~Y . , ~ .. ~·, qse,,., ,,n~ga :i:1e~ t
. . '~~·,-;..•· .~ -··.'1-,0.·-:.' .. • • ','-:-I
z:.~ .-,.'..'D.ilifald. .fump
•.·. '.J·.. ·.•. ,.·_.,;~. (,\.~:;-~, . ,_., )''<-~ "- !:-:\.--.\' ·.;- ",,..-: ,•_.! ;.-:.·· ..
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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
,, ..


. ' ~--··· ..
~.

'""'""~.!n_.;,,; ~~ws;-mc'"tlrgan1.tat1on-n:1anon~"'trl'l1t""O'l!"t!mi!ITTiliJ'11CS""'®"'°y-7.w~e=r~:"::Sl~m~p~ly::--,,to~·;::biiriker d(;;;'";;d·;;it~~~=~·~~ wWn• '" I


by controversy last fall when it dis· lhe Andersen brand, "This is catastropht9 out ,
that not an the fl.inds callected alter for them," says Alan Siegel, chief executive ' · · Many observers eXJ)el
acks wOuid go to Sept. 11 causes. The
ross later said !t would redirect the
of Siegt:lga!e, an jnde~~dent b~ding
finn based in New York. Not only 1s thls
T_rump Hotels Ge+_. . count retailer wouJd Outlln
t<.".'.t
the ooncluSion of its_ re11'
· earmarked to help fa.inilim> of vie- going to hurt Andersen very much in tenns · ::royh,~:.tt~n~s~~~,
f the attacks.
u:lie Leonard, a partner at the nnn,
of contracting new business, but it also will
be ~ distraction for all Andersen employ·
Rebuke From SEC "'
speculation that it is cons •
Eam_i_ngs
• Report
· · 11 bankruptcy-protection :I
"Advertising-is On
ls finn was part of a team that S"."­ ees. .
Andersen run the ad. If you haVen'l noticed the ad yet, keep _ •only don't believe
Jysts option, !hey saysuchita !
eans of telling the complete story of looking. Andersen Intends to expand its pub- . o::>mpany to ex.Jt f1'0m leru
..ndcrsCn is willing to do bjl. ~ be says. lie-image campaign iil the coming weeks. dreds of mtderntrJductlve
~nard, a fonner strategist for the as its chief executive seeks to spread hiS
•r
ie presidential candidate Roos Perot. ' message to conswners and , businesses .
Sy CHRISTINA BINKLEY
But yesterd;iy, Knlart
trrn's point person in its efforts to get across the couritry, Newspapers in Houston,
And JUDITH BURNS
Ferry said the bOard MC(
1ndal under control. Chicago, I.JJs Angeles and Phoenix are ex­ si4n RC:iorter5 of tus WAt.1. SIBE<;T JoVRN~.L
Close Of business TUesda)
.In its first enforcement action against nouncement' was im1nine
a C()mpa.ny Jor tmproper use or pro form.a press release at the approji
lerated P/,ans t.o Shut Fingerhut Catalog
earnings in a news release. the SetufiUes
and Exchange Commission issued a cease­
is nC\'i~. Mr. Ferry said. H
rnent on the (:OntenIof the
and-desist order against Trump Hotels & , ~
dWeb.Operati-Ons After Three- Year Run
(',asinQ Resorts Inc.
The SEC said the casln1 company's re·
the possibility of a Chapt.e1
Fitch said a bankrupt(
"appears lncreaslngiy lil
By EMILY NELSON • sales, a critical measure for retailers;to rLse lease for its third-quarter 1999 results, Zahn an analyst at th!
tepQrlt<r (JI Tool W11LL &n!llli'T JOU!INAI, just 1% to 1.5% for Us fiscal year ending Jan. showed eafT!lng-s that beat Wa'll Street's ex­ caued the ccc rating aSl
lerated Department Stores lnc. said it 31, 2003. - •• pectations but failed lo disclose that the re-_ bank ractlity "basically as
ngtociase its Fingerhut catalog and In· Federated said it expects to book charges su.1~ were .chieny due to an ~nusual $17 .2 · without being in defaulL~
)perations, oompletely dismantling the of about S150 million to $200 milUon in Its cur­ m1lllon gain. Al the same t~me, the pro ThC agencies said the t
od Cl.Xltly -e-commerce foray it made rent year ending Jan. 31 kJ OOver the costs of form a results noted ~hee;(~l11s1on of an $81.4 uon..'.-and the resulting jltti
three years agn. . ; ·" · winding down F'ingerhut's cataloir -0pera­ . million charge ford1sc9nt1nued operations. ,_ estors nd rcrs-wei
t1ons, which lt expects to total $000 million to ,. "This case 'stark1y illustrates how pro · v . , a supp 1
! owner of Bloomingdale's and Macy's forma numberS can be used deceptively vatio~f?rtl!elrlatcs~down
sessed Fingerh1.1t dl.Uing the ()3St 18 5950 million.. n expects to generate abOut $1.l and the mischief that can cause," Stephen a.llrisvcrylittleclantyabo
billion to $1.3 ~Ullon In cash proceeds during
1and decided to dispose of it after ron­ Cutler, SEC enforcement-division director, ny. 5financial ~Jan, Is tos~~ \
; the direct marketer's busines.<i woilld the next fOlll years from selling Fingcrhut's said in a statement announcing the action. ~·n~forward, sa.1d Angel.
assets. Federated vi ans to use those proceeds
eaningfully "help lts flnancial'results.
pay down about $500 million in debt related The SEC also found that Trump Hotels, u1g_director or Ute n:tatl aJ '
t hi taking steps to shut Fingerhut, Fed· to to Fingerhut. Fedl'.ratedplans to invest Ute re­ through the actions of its chier exeeutive· ucts group at Moody s.,M5i.
said it could sell the Unit, if it finds a officer and chief financial orficer at the ~the first ~m~ Moody sh! ~
"Wedon'lthink a buyer will emerge,'' mainder in its department stores. ·
Shedding Fing-erhut is "great news, I've time, violated federal antifraud laws by . Ing!! to the C range.1
.JXJkeswoman for the Cincinnati depart· been hoping tl\ey would do this," UBS War­ "knowingly or recklessly" issuing a mis­ Mr, Ferry said Km
tore oompany, citing the economy. She burg analyst Linda Kristiansen said. leading press release. No individuals were JXJinted" by the downgrad
led that Federated thought Internet re-­ Plans to dump Fillgerhut,_repOrted Jale yes­ sanctioned, however. comment fwther.
would be a rnuch bigger rrtarket two terday, didn't surprise watJ Street. As of 4p.m. Trump Hotels neither

''°' in New York Stock Exchange oomposite trad­


.eratC<l plans to trcatFingertlut as adls· ing prior to the announcemcnt,Federated
admitted .nor dented
the allegations biit
Bin Laden's I
100 operation wllen It reports on Feb, 26 agreed to the cease.­
ror its current fiscal year encling Jan.
shai'es fell $1.13 to $40.14. ·
The retailersaid it expects lnoome from op­ and-desist order, say· · Plans a Cloth '
~retailer, which had a difficult fioliday erat1ons- exclw:tlng Fingerhut and Ing the problem had Ccnlin11ed Prom
, said it expects "the cllallenging ~ chargP~~-111 be SJ.25 to $3.50 for the year end- ­ been correctc<I the Arab world and thei
~llmate" to continue fort.he coming six ing Jan. 31, 2003. n has annual sales, exciud· quickly in 1999. The later, possibly in the u.~
;. Asa result, it expects that same.store Ing Fingerhut, of about $15.5 billipn, SEC, In IU; action yes­ are working on -a tradcn
terday, Imposed no '·We can't make an ·
monetary penally.
~Kinsey Had Close Enron Ties across the ocean,~ says
The 1999 press re· can't overextend our po!
DonaLJ ,.,._mp , lease "was just a state· Mr..Binladin plans tr
Continued From Page 81 Though there is no indication that,McK· 1 ······---··--- ment that was too vcr· uon or the profits to a
ins'tltutional Investment money fos· · insey mayitse\!bct0me a subject of Invest!· bose," Donald Trump,
charitable foundation in
ts securitizatlon skills and granted · gation, it could be ca11ght up as a third party the company's chairman, said. Trump Ho­
Some· In the fash!o1
iss to capital at below the hunile in the investigatjon of its cllent. Legal ex~ telsownst)leTaj Mahal, TruinpMarlnaand
there won't be any.
1f major oil companies." pertssayMcKinsey, unlike Enron's lawyers othercasinO!i, mo~tofthem in Atlantic City,
"It's not that the s·
1ugh such writings suggest McKin­ and accountants, has no privilege of confi­ N.J. should fall on the shouldl
~w about Enron 's extensive use oi9ff­ dentiality that would shield it Crom disclos· Federal securities regulators are con­ or that one brother should.,,..
e sheet funds, there is no indication ing information to government lnvestiga~ cerned that many companies are moving actions of another," sa)
nyonc at the oonsuJting firm-knew tors, away fron1 a focus on reporting net income head of Italy's rashion tr.
ow Enron was using those partner­ For decades, McJGnsey has been. re­ and Instead arc Issuing pro forma results ~But I can't sec how some
lJate last year, Enron had to restate vered-even feared-for its influence in that exclude items such as special to exploit this type of not
!ars of earnings because of ititproper boardrooms and its extensive and powerful charges. malting their earnings look as ln theory, the Bin L
Lling tor some of those entities. old·boy network among major corpora· good as possible. Proforma financial infor­ find fans in the antiestl
..tcKinsey spokesman said it was a tlons. Its alumni list reads like a who's who mation isn'l illegal, but ii isn't prepared In cullure, which has in th
rold policy of the firm not to comment of the Fortl.1rie SOO, including the likes of accordance wilh generally accepled ac· nose·thumbing tads such
cally on client n1atters. IBM Corp. ChierExeculive Lou Gerstner. lo counting principles. zoned with the America.TI
'On also played a featured role in recent yea.ts, that network has helped pri· Wayne Carlin, director' of the SEC's or T-shirts emblaooned ·
sey·partner Mr. Foster's recent vately held McKinsey win lucrative consult· New York office, said the action against De11th Cigarettes. "Then 1
"Grcalive Destruction," published ing contracts from companies run by its Trump Hotels is the rirst in what promises of fashiOn -Items that h:
ar. "How do the concepts of control, former partners. to be a' wider crackdown on the use of pro others have zagged," s:
I
1.

: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

also noted that F'ederated thought Internet re­


a
tailing would be much blilger market two
years ago, .. ,,
... -- .. - -·~ ' .. ~-~
bWi' analyst Linda Kt15tiansen said.
"" .........,,.............
Plans to dump Fingemut•.reportcd late yes­
terday, didn 'I surprise WaU Street. As of 1p,nJ,
,..,,..,.,,., 6 , 1 v• n:o..:M1m1>1y ll!l!Ulng a ffilS·
leading press release. No indiViduals were "::
. sanctioned, how·ever. ·
Tnunp Hotels neither· ;1
\ ·

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,'~~~ ..-•. ~:

· · lJMal.d Tro.n1.p • Jease"wasjustastate.


Continw4 Prom Page 81 · Though there is no indlcalion that.McK· 1 men\ that was toover· · '1
using institutional investment money fos- _· inseymayitselrbecomeasubjectofinvesti- hose,'' Donald Trump,
tered its seeuritization skills and granted gatlon, it could bee.aught up as a third party the company's chainnan, said. Trump Ho-
it aceess to <:apital at below the hurdle in lhe investlgatjon of its client. Legal ex; tels owns I.he Taj Mahal, Truinp 111artnaand
rates oC major oil oom11:inies.~ perts say McKinsey, unlike Enron's lav.ryers •other casinos, rnostofthem tn Atlantic City,
Though suCh writings suggf.st MrKin- •and account.ants, has no privilege or oonfi- N,J, .' i
sey knew about Enron's extensive uscofpff· dcntiality that would shield tt from dlsctos- Federal securities regulators are con-
! balance sheet funds, there is no indication ing information to government investiga- cerned that many companies are moving
that anyane at the consulting firm- knew tors. away from a focus on reporting net income t •
fully how Enron \fJlS usin[ those partner- For decades, McKinsey, has been re- and instead are Issuing proforma results "
ships. Late last year, llnron had to restate vered-even rear~- for its innuencc in that exclude items such as sped al ff_t•
four years of earnings because of 1riiproper boardrooms and its extensive and'powerful · charges. making their eafnlngs look as
'1 accounting fQr some of those entities. , old-boy networ.k. among major COfPOra- good as possible. Pro.fonna financial infor- fl
A McKinsey spokesman said it was a tions. Its alumni hst i:iads l~ke a wh~ swho mallon isn't illegal, '6ut It isn't prepared in . c 1

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
'""~

Quarterly article in 1999 , the consultants teJs'chiefexecutiveatthetime;NicholasRi·


McKin.sey has seen rocky times of late. praised Enron's water·ln:dustry invest- bis, said previously that. the lack of initial en
The slowi~g economy has l!'npa~ted ttte ment, "despite a lack of obvious linkages to disclosurt>. was a mistake because the com- · ,dr
I
finn, rore1ng McKinsey to trim Its w.Qrk energy," they wrote, "as a chance to lever- panywas rushingout results before embark· I U,.
force last year. McKin.sey was embroiled age inlangibles such as project manage. ing on an investor road show, sh.
in a publlc display of f1nger"pointlng with ment n<:twork operations and infrastn.lc- Mr. Ribis, who left the company two
~Chinese computer firm last year, a11d the ture development skills." The water foray years ago, said -he wasn't aware of the
fum. ~arted ways wilJI Swtssair after an ended in disaster last October, when Enmn omission at Jhe time of the press release.
ambitious plan it deVlsed was blamed !or tooka$287mllllonwrite-0tftoexitthebusi·' Through a spokesman. Mr. Rlbis yester·
the airline's collapse. McKinsey declined ness. 1 day noted that n<> company official was
to comment on those relationships as welL One fonner executive who developed personally sanctioned by the SEC order.
Enron could represent more. than Just andmanagcdpowerprojectssaidhewasor- After bond analysts and news articles
an embarrassing client for McKinsey. Its de red to check with McKi nsey when ·he questioned the results, the issue became an
• plunge into bankruptcy has sparked nu· wantedtomakeanarcanetypcofgas·trans· embarrassment during the road show, in
merous investigations, as oongressional mission investment. Ateam ofMcKinscyex· which Mr. Ribis and Mr. Tn1mp were trying
leaders and others search to understand perts was sent to ~;nron's offices to check to drum up support ror plans to develop a
• what drove its collapse, wWeh jolted fin an· out the deal. "TheYwcre all over lhe place," megaresort on the site of t11e company's

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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02/21/02 12:52 FAX 212 98~_oo_s_ _ _LAW~ES li1J 002
As It Beat Profit Forecast, !.B.M Said Little About Sale of a Unit Page 1 of 4

Technology
ll!!J• ~ !lorki!ilm"'

lly GRETCHEN MORGENSON

hen I.B.M. \new·U~uote)


W announeed tn m1 - auuary that it
had beat Wall Street's profit forecasts in
.

the fourlll quarter, it did not disclose that


the sale of a business had generated $300
million that the company used to lower
its operating costs.

The company did not provide details of


the transaction to investors or account
for it as a one-time. gain. a,<i js the
practice_ Instcad, lB.M., during a
80QkS

Movies

conference call about fourth~quarter


lra"ei
earnings, said that its profits had grown 1 an tw or 1mll$

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

hltp ://www. ny times. com/2002.'02/ 15/rechno logy I l 5 2/15/02


02/21/02 12: ~.J FA.~ ...ll~ 98:'.! 600.S - - - LAW OFFICES iaJ oo:.i
A; It Beal Profit Forccasi, l.13.M. Said Little About Sale of a Unit Page 2 of 4

Preferences One~timc gains like J.B.M. 's are


News Tracker suppo:sed to be identified as nonrecurring
PiertilUhl AO:ount Q.
~::~~le charges. Using them to offset expenses
does uol create a fair representation of
the can1pany 1s operations. accounting
'.-l},'.\•;ST>Al'l!'.1"
Home De\ivery
CWStOnler·seNice experts said. As is its policy, the S.E.C
8'15'Cfr0riic Ed1t1on
Media Kit does not comment on qtl¢Stions about
specific companies or their practices.
Te)(t version

A spokeswoman for I.B.M.• Carol Mu.kovich, said the company was


justified in using the gain from the transaction to offset sales, general
1
and administrative expenses because those ilre a.part of l.B.M. s
business, and buying and selling assets is also a patt of its business­

"We considered this transaction as the ordinary course of business,"


Ms. Makovich said. "This is not an unusual practice. Our auditor!' have
reviewed it and approved it. 11

The S.E.C. has written guidelines in recent years to address this


accounting issue, and it is not known how many other companies, if
any, might be using' the practice.

Lynn cfurner, a former chief accountant of the Securities and Exchange


Commission who is now director of the centt.'.r for quality financial
reporting at Colorado State University, said: "Staff Accounting Bulletin
101 is very clear that gains from the sale of assets have to be in the
-other iJJcome 1 line. And Staff ·Acco1,1nting Bulletin 99 also makes it
clear that when you intentionally violate accounting guidelines, any
amount is material."

The bulletins are S.E.C. guldelines that companies are required to


follow. Companies that do not, could be asked to restate their results or
face enforcement actions.

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

estimates since the end of 1997) according to Thomson FinancialfFirs1


Call. Discover New
-~opics Of the T

Though a company's ability to beat Wall Street expectations was

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

applauded by investors during the bull marke~ the Enron (n.•~~/~uote)


collapse has heightened concern about how companies make tfi.e1r $cottrade: $7 1
Rated
-- #·1 ·erok1
numbers. Investors are now looking at financial reports and press -~"'"

releases from companies much more closely.


11t1•1{t1rUJ. •·
As a result, some investors had begun to wonder whether I.B.M. 's quiet
sale of its optical transCl'.iver business to JDS Uniphase (news/quo~,:) on Clicl< here to 01
pe·rmissions··af
Dec. 28, the last Friday in 2001, was intended to help the company over
the earnings bar. JDS agreed to pay I.B.M. $340 million in shares and
cash, a price that is nearly five limes the business 1s sales.

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.

In the fourth quarter, the company recorded business improvements in


one of its mainframt offerings, one of its servers and softv.rare, Mr.
Joyce said. Increases in productivity also we.re a factor, I.he company
said.

For a company as big as l,B.M. - it recorded a1roost $86 billion in


sales last year - $.300 million may not seem like much. But by using
that gain to offset its expenses, and taking into account the com.pany 1s
tax rate. the sale could have bolstered the r;:o:mpany's c:arnings by as
much as 12 cents a share, according to a technology analyst. Such a
gain would have represented 9 percent of I.B.M.'s per-share earnings in
the fourth quarter.

Ms. Makovich 1 the company spokeswoman, said, "l.B.M. is a very


large company, and when you are evah.1ating our compauy you need to
look at many, many factors."

Robert A. Olstein, manager of the Olstein Financial Alert Fund, said


that he had considered buying T.B.M. 's stock in recent years but stayed
away because the company's cnrnings appeared lo be engiueered more
tban generated. 11 Mr. Gerstner did a great job turning the company
around when he came in," Mr. Olstcin said, "but basically they've had a
series of wha.t I call ··tower quality of earnings sources' to meet analysts'
earnings estimatcs. 11

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'!"

Lewis D. Lowenfels, a lawyer who specializes in securities law at


Tolins & Lov.tenfels in Nc\V York, said, 11Prior to Enron, executives
could justify limited discl0$1lre based upon intricate and technical
accounting rules.

''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

~E>~hu!"l:t'l•tl A.tti-l'lle --~~'.lnter~~~i~_'.l_"1J~ fl).rma_~_.,_~···


~ M~·~;-~~~"ll"~ A.rt;·~e-~
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02/I 112002
DRAFT

Glasser LegalWorlci'

FIFTH ANNUAL INSTITUTE ON


lNVESTl\'J[ENT MANAGEMENT·REGllLATTON
June 6 -7, 2002-New York, New York

Chair: Fliohard M. 'Phillips, Kirkpatrick & Lockhart LLP


San Francisco, C6lifornia '

First Day: 9;00 am - 5:30 pm, Inc·ludin'S L1Jncheon


Second Day: 9:00 am- S:OO pm

Program Schedule

Day One

9:00am ~ 9: l 5ani 1. Welcoming Remarks '"· ·"


9: 15an1 ~ l 0:45am A. 1940 Act Administration and

Enforcement Under Chairman Pitt

Moderator: David Butowsky AmyPwd11iel£ ~.~~~


Douglas Scheidt
I. Reform of the No~Action Process: C•oes Leslie Kazan
ir Really Need Fixing? Joseph Serino, Jr.
2. Speeding Up the ExcrriPtion Process:
Will it Happen?
J. Incentives to Cooper.are 111-Eilforcement
Investigations; Old Wine in New
Bottles? · · "" ',
4. Money Laundering: The'-Ne\X
Compliance Focus '' '
5. The Current Enforcement Focus
6. The Attack on the Prime Bank Loan
Funds

I 0;45am • l I :OOa1n Coffee Break

l l:OOam- 12:30pm B. Portfolio Managemeut In A Changing

Regulatory Environment

Moderator: Kenneth Berman Eric Roiter


Eliza.beth Krentzman
1. The Focus on Crisis Management: The Am)' Doberman
Lessons of September 11 Stephanie Monaco
2. l11e Increased Emphasis on Fait Value
a. The Concept of"Significant Ev.;:nt"
b. 'fhe Search for Appr~p'jiate
Methodologies

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

12:30pm -2:00pm Luncheon Speaker - r11ul :Roye

2:00pm ~ 3:30pn1 C. M:.trketing and Distribution Pitfialls

Moderator-Barry Barba.sh Rose DiMartino


Audrey Talley
I. Revenue Sharing and Payments for Mic;hael Roselle
Shelf Space: The Impending Disclosure
Requirements
2_ The New Fund Name Rule:. How Is It
Working?
3. Mutual Fund Advertising
a. NASO Regulation: Current Tre-nds
and Issues
b. The Revision of Rule 48?: What
Will it Look Like?
c. Advertising Abuses: Pa.st
Performance arid Other Questions
4. Revising Rule 12b-1
a. Where is the Commission Going?
b. Alloeating Brokerage For Sa.Jes: Is
a 12b-I Plan Necessary'?

J:JOpm-3:45 pm Coffee Break

J:45pm-5:!5 pm D. Port£olio Tradir&g:

Moderator: Thomas Lemke Gerald T, Lins


Kathl"}·n Hoeing
1. Brokerage Compensa~io_r1'"Fi?.r Sales of Barbara Manning
Fund Shares: A Return to the Give Up?
2. ·rhe Potential For Changing
Interpretations of Sec~i.on:78(e)
3. Trading With Affiliates: ~s ~Xemptive
R•li•f Likely? .
4. The Development of Alternative
Trading Markets: Are they Cracking the
Posted Rate of Full Service Fir1ns?
5. Impact ofDecima\izatiOn
6. The Arrival of Commission-like
Charges ".
7, The Changing Global Marketplace:
How is it Affecting Trading Practice.$?
'" '" ~
2 A ... ~

Zl2l"d (b)(fi).(b)(7l(C) 01 0T6T c9e ""'


5: \ Sprn 5:30pm Questlons & Answers

Day 'fwo

9:00am - I0;30am £, Mergers and Acquisitions of Fonds and


Managers - What are the Issues?

Moderator: Anthony Evangelista Robert Di Nonnandie


1"om Sinith
1. A Sale of Assets or Merger'. What are Cary McMillan
the Considerations? Betty Wetchel
2. Preserving the Better Performance Brian Bull
Record ·~What are the Current SEC
Positions?
3. How are the Reorganization Expen~es
Allocated?
4. '[he Limits of Rule l 7a·8 - How \\1ill
the Proposed Amendments Help?
5. Restructuring the Boards: Resolving the
Practical Problems

1O:JOam 10:45am Coffe,e Break

10:4Sam-12:15pm F. Variable Products

Moderator: Paul Mason Gary Cohen


Diane Ambler
l. The New Bonus Products- What Are Susan Nash
the tssues?
a. Disclosure
b. Suitability
2. Exchanging New Products For Old ()nes
;i, The Section 11 Issues
b. Suitability- The NASD's Conce1·ns
and the NAfC Model Rule
3. Sales Compensation
a. Differential Compensation
b. NASD Requirements
c. Disclosure Requirements
d. Performance Issues
4. The All Electronic Annuity

12:15prn ~ 1:30pm Lu~cb

f\b)i6J (bJ(7)(CJ fm 0l61 292 ele


** £0 '381::Jd 1tilCJl **

I :30pm 3:00prn G. Alternative- Products

Mo,derator: Marianoe Smythe Michael Bell


Michael ButOWSk"Y
l. Developments in Exchange Traded Mary Jo Hoene
Funds
a, Tht! new Foi;us on Fix.ed lr11;ot11e
Funds
b. The SEC's Concept Release on
Actively Managed ETFs
2. Web~Snsed Portfolio Serv'ices-: ihc
SEC's Response to the !Cl's Petition
3. Regulation of Hedge FundS and Their
Manage ts
a. Hedge fund Management by Mutual
Fund Managers: The Regulatory
issues
b. Hedge Fund Funds of funds: Tht·
Growing Trend
c. Other Developments

3:00pm-J:l5pm Coffee Break

3:15pm-4:45pm II. Fund Governance

Moderator: Victoria Schonfeld Chris Suner


Dan Steiner
I. lmplementing the Independent Caun~el Edward Bergin
Rule: How is it Working? Meyer Eisenberg
2 The New Independent Director
Disclosures: What arc the Problems?
3. The Empowerment of Independent
Directors; Docs 1t Raise Issues for
Management?
4. The Lingering Management Fee fssues
5. The Litigation Assault on t11e
Independence of Directors
6, The Expanding Limits of Section 36{b)
7, The Annual 1S(c) Disclosure Ritual:
What are the Emerging Tssues?

4:4Spm - S:OOpm Qu~tioos & Answers

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