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Trump Entertainment Resorts, Inc. – ‘S-4 POS’ on 3/12/96

As of: Tuesday, 3/12/96 · Effective: 3/12/96 · Accession #: 950130-96-809 · File #: 333-00153

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/12/96  Trump Entertainment Resorts, Inc. S-4 POS     3/12/96    4:50K                                    Donnelley R R & S… 02/FA

Post-Effective Amendment to an S-4 — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4 POS     Post Effective Amendment to Form S-4                  11     59K 
 2: EX-10.39.1  Employment Contract                                    5     16K 
 3: EX-99.2     Proxy Card for Taj Mahal Holding Corp.                 2      9K 
 4: EX-99.3     Election Form                                          3     15K

S-4 POS — Post Effective Amendment to Form S-4
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Financial Statement Schedules Indemnification of Directors and Officers Undertakings
1	1st Page - Filing Submission
3	Item 20. Indemnification of Directors and Officers
4	Item 21. Exhibits and Financial Statement Schedules
8	Item 22. Undertakings

S-4 POS 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1996      

                                                        REGISTRATION NO. 333-153

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------  

POST-EFFECTIVE AMENDMENT NO. 1      
TO
FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

----------------  

TRUMP HOTELS & CASINO RESORTS, INC. 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

7011
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)

 DELAWARE                               13-3818402
  (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)                                        
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401 
(609) 441-6060
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 

----------------  

NICHOLAS L. RIBIS 
PRESIDENT AND CHIEF EXECUTIVE OFFICER 
TRUMP HOTELS & CASINO RESORTS, INC. 
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401 
(609) 441-6060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE) 

----------------  

WITH COPIES TO: 

DANIEL D. RUBINO, ESQ.                  ROBERT M. PICKUS, ESQ.
WILLKIE FARR & GALLAGHER                EXECUTIVE VICE PRESIDENT
       ONE CITICORP CENTER             TRUMP HOTELS & CASINO RESORTS, INC.
        153 EAST 53RD STREET            MISSISSIPPI AVENUE AND THE BOARDWALK
   NEW YORK, NEW YORK 10022            ATLANTIC CITY, NEW JERSEY 08401
(212) 821-8000                          (609) 441-6060

NICHOLAS F. MOLES, ESQ.   EMANUEL S. CHERNEY,      NICHOLAS P. SAGGESE, ESQ.  
       SECRETARY                 ESQ.            SKADDEN, ARPS, SLATE, MEAGHER
TAJ MAHAL HOLDING CORP. ANDREWS & KURTH L.L.P.               & FLOM           
1000 THE BOARDWALK     425 LEXINGTON AVENUE        300 SOUTH GRAND AVENUE 
ATLANTIC CITY, NEW      NEW YORK, NEW YORK               SUITE 3400       
     JERSEY 08401                10017           LOS ANGELES, CALIFORNIA 90071
(609) 449-5540          (212) 850-2800               (213) 687-5000   

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                        (continued on next page)

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(continued from preceding page)                                                 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE      
PUBLIC: As soon as practicable after the effective date of this Registration    
Statement and concurrent with the merger (the "Merger") of a wholly owned       
subsidiary of Trump Hotels & Casino Resorts, Inc. (the "Registrant") with and   
into Taj Mahal Holding Corp. ("Taj Holding") pursuant to the Agreement and      
Plan of Merger, as amended, attached as Annex A to the Joint Proxy Statement-   
Prospectus forming a part of this Registration Statement (the "Merger           
Agreement").                                                                    

If any of the securities being registered on this Form are being offered in 
connection with the formation of a holding company and there is compliance      
with General Instruction G, check the following box. [_]                        

----------------  

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR    
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS              
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL   
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID        
SECTION 8(a), MAY DETERMINE.                                                    

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Section 145 of the General Corporation Law of the State of Delaware provides
that a corporation may indemnify directors and officers against liabilities     
and expenses they may incur in such capacities provided certain standards are   
met, including good faith and the belief that the particular action is in or    
not opposed to the best interests of the corporation.                           

Article IX of the THCR Certificate of Incorporation provides that THCR shall
indemnify to the fullest extent permitted under and in accordance with the      
laws of the State of Delaware any person who was or is a party or is            
threatened to be made a party to any threatened, pending or completed action,   
suit or proceeding, whether civil, criminal, administrative or investigative    
(other than an action by or in the right of THCR) by reason of the fact that    
he is or was a director, officer, incorporator, employee or agent of THCR, or   
is or was serving at the request of THCR as a director, officer, trustee,       
employee or agent of or in any other similar capacity with another              
corporation, partnership, joint venture, trust or other enterprise, against     
expenses (including attorneys' fees), judgments, fines and amounts paid in      
settlement actually and reasonably incurred by him in connection with such      
action, suit or proceeding if he acted in good faith and in a manner he         
reasonably believed to be in or not opposed to the best interests of THCR,      
and, with respect to any criminal action or proceeding, had no reasonable       
cause to believe his conduct was unlawful. The termination of any action, suit  
or proceeding by judgment, order, settlement, conviction, or upon a plea of     
nolo contendere or its equivalent, shall not, of itself, create a presumption   
that the person did not act in good faith and in a manner which he reasonably   
believed to be in, or not opposed to, the best interests of THCR, and, with     
respect to any criminal action or proceeding, shall not, of itself, create a    
presumption that the person had reasonable cause to believe that his conduct    
was unlawful. Expenses (including attorneys' fees) incurred in defending any    
civil, criminal, administrative or investigative action, suit or proceeding     
shall (in the case of any action, suit or proceeding against a director of      
THCR) or may (in the case of any action, suit or proceeding against an          
officer, trustee, employee or agent) be paid by THCR in advance of the final    
disposition of such action, suit or proceeding as authorized by the Board of    
Directors upon receipt of an undertaking by or on behalf of the indemnified     
person to repay such amount if it shall ultimately be determined that he is     
not entitled to be indemnified by THCR as authorized in Article IX.             

No director or officer shall be personally liable to THCR or any stockholder
for monetary damages for breach of fiduciary duty as a director or officer,     
except for any matter in respect of which such director or officer (A) shall    
be liable under Section 174 of the General Corporation Law of the State of      
Delaware or any amendment thereto or successor provision thereto, or (B) shall  
be liable by reason that, in addition to any and all other requirements for     
liability, he:                                                                  

(i) shall have breached his duty of loyalty to THCR or its stockholders;

(ii) shall not have acted in good faith or, in failing to act, shall not
have acted in good faith;                                                   

(iii) shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a       
manner involving intentional misconduct or a knowing violation of law; or   

(iv) shall have derived an improper personal benefit.                   

If the General Corporation Law of the State of Delaware is amended after the
date hereof to authorize corporate action further eliminating or limiting the   
personal liability of directors, then the liability of a director of THCR       
shall be eliminated or limited to the fullest extent permitted by the General   
Corporation Law of the State of Delaware, as so amended.                        

Each of the Executive Agreement between Trump and THCR and the Ribis Revised
Plaza Agreement among Mr. Ribis, THCR and THCR Holdings, provides for the       
indemnification of such respective executive officer in connection with any     
claims made against the executive officer involving the performance of his      
duties, unless the claim is result of the gross negligence, willful conduct or  
bad faith of the executive officer.                                             

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Pursuant to the Merger Agreement, for a period of six years after the       
Effective Time, each of Taj Holding, as the Surviving Corporation, and TM/GP    
will, and THCR will cause each of Taj Holding, as the Surviving Corporation,    
and TM/GP to, provide to the former officers and directors of Taj Holding (the  
"Taj Holding Indemnified Parties") indemnification as provided in the THCR      
Certificate of Incorporation and THCR By-Laws in effect as of the date of the   
Merger Agreement. In addition, THCR has agreed, and has agreed to cause Taj     
Holding, as the Surviving Corporation, and TM/GP to agree, that until six       
years from the Effective Time, unless otherwise required by law, the            
certificate of incorporation and by-laws of the Surviving Corporation and       
TM/GP shall not be amended, repealed or modified to reduce or limit the rights  
of indemnity afforded to the present and former directors, officers and         
employees of Taj Holding and TM/GP (including, without limitation, with         
respect to the Merger Transaction) or the ability of Taj Holding, as the        
Surviving Corporation, or TM/GP to indemnify such persons, nor to hinder,       
delay or make more difficult the exercise of such rights of indemnity or the    
ability to indemnify. The Merger Agreement further provides that for such six   
years after the Effective Time, Taj Holding, as the Surviving Corporation, and  
TM/GP shall, and THCR shall cause Taj Holding, as the Surviving Corporation,    
and TM/GP to purchase and maintain in effect directors' and officers'           
liability insurance policies covering the Taj Holding Indemnified Parties on    
terms no less favorable than the terms of the current insurance policies'       
coverage or, if such directors' and officers' liability insurance is            
unavailable for an amount not greater than 150% of the premium paid by Taj      
Holding (on an annualized basis) for directors' and officers' liability         
insurance during the period from January 1, 1996 to the Effective Time, Taj     
Holding, as the Surviving Corporation, and TM/GP shall obtain as much           
insurance as can be obtained for a premium not in excess (on an annualized      
basis) of such amount.                                                          

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                             

                                                                [Download Table]

(a)         EXHIBITS                                                        
EXHIBIT NO.                      DESCRIPTION OF EXHIBIT                     
-----------                      ----------------------                     
                                                                            
 2.1(13)    Agreement and Plan of Merger, dated January 8, 1996, between    
            Trump Hotels & Casino Resorts, Inc., Taj Mahal Holding Corp. and
            THCR Merger Corp.                                               
 2.1.1(14)  Amended to Agreement and Plan of Merger, dated January 31, 1996,
            by and among Trump Hotels & Casino Resorts, Inc., Taj Mahal     
            Holding Corp. and THCR Merger Corp.                             
 3.1(12)    Amended and Restated Certificate of Incorporation of Trump      
            Hotels & Casino Resorts, Inc.                                   
 3.2(12)    Amended and Restated By-Laws of Trump Hotels & Casino Resorts,  
            Inc.                                                            
 4.1(7)     Mortgage Note Indenture, among Trump Plaza Funding, Inc., as    
            issuer, Trump Plaza Associates, as guarantor, and First Bank    
            National Association, as trustee.                               
 4.2(7)     Indenture of Mortgage, between Trump Plaza Associates, as       
            mortgagor, and Trump Plaza Funding, Inc., as mortgagee.         
 4.3(7)     Assignment Agreement between Trump Plaza Funding, Inc., and     
            First Bank National Association, as trustee.                    
 4.4(7)     Assignment of Operating Assets from Trump Plaza Associates to   
            Trump Plaza Funding, Inc.                                       
 4.5(7)     Assignment of Leases and Rents from Trump Plaza Associates to   
            Trump Plaza Funding, Inc.                                       
 4.6(7)     Indenture of Mortgage between Trump Plaza Associates and First  
            Bank National Association, as trustee.                          
 4.7(7)     Assignment of Leases and Rents from Trump Plaza Associates to   
            First Bank National Association, as trustee.                    

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                                                                [Download Table]

EXHIBIT NO.                      DESCRIPTION OF EXHIBIT                     
-----------                      ----------------------                     
                                                                            
 4.8(7)     Assignment of Operating Assets from Trump Plaza Associates to   
            First Bank National Association, as trustee.                    
 4.9(7)     Trump Plaza Associates Note to Trump Plaza Funding, Inc.        
 4.10(7)    Mortgage Note Certificate (included in Exhibit 4.1).            
 4.11(7)    Pledge Agreement of Trump Plaza Funding, Inc., in favor and for 
            the benefit of First Bank National Association, as trustee.     
 4.12-4.16  Intentionally omitted.                                          
 4.17(12)   Senior Secured Note Indenture between Trump Hotels & Casino     
            Resorts Holdings, L.P. and Trump Hotels & Casino Resorts        
            Funding, Inc., as issuers, and First Bank National Association, 
            as trustee.                                                     
 4.18(12)   Senior Secured Note Certificate (included in Exhibit 4.17).     
 4.19.1(12) Pledge Agreement, dated June 12, 1995, from Trump Hotels &      
            Casino Resorts Holdings, L.P., as pledgor to First Bank National
            Association as collateral agent, on behalf of First Bank        
            National Association in its respective capacities as trustees.  
 4.19.2(12) Pledge Agreement, dated June 12, 1995, from Trump Hotels &      
            Casino Resorts Holdings, L.P., as pledgor to First Bank National
            Association as trustee.                                         
 4.19.3(12) Pledge Agreement, dated June 12, 1995, from Trump Plaza Holding 
            Associates, as pledgor to First Bank National Association as    
            collateral agent, on behalf of First Bank National Association  
            in its respective capacities as trustees.                       
 4.19.4(12) Pledge Agreement, dated June 12, 1995, from Trump Plaza Holding,
            Inc. as pledgor to First Bank National Association as collateral
            agent, on behalf of First Bank National Association in its      
            respective capacities as trustees.                              
 4.20       Intentionally omitted.                                          
 4.21-4.23  Intentionally omitted.                                          
 4.24(12)   Cash Collateral and Disbursement Agreement, dated June 12, 1995,
            among First Bank National Association, as disbursement agent,   
            First Bank National Association, as trustee, and Trump Hotels & 
            Casino Resorts Holdings, L.P. and Trump Hotels & Casino Resorts 
            Funding, Inc., as issuers.                                      
 4.25(11)   Certificate of Common Stock of Trump Hotels & Casino Resorts,   
            Inc.                                                            
 5.1*       Opinion of Willkie Farr & Gallagher.                            
 8.1*       Opinion of Willkie Farr & Gallagher with respect to certain tax 
            matters.                                                        
10.1-10.6   Intentionally omitted.                                          
10.7(9)     Employment Agreement between Trump Plaza Associates and Barry   
            Cregan.                                                         
10.8-10.9   Intentionally omitted.                                          
10.10(3)    Agreement of Lease, dated as of July 1, 1980, by and between SSG
            Enterprises, as lessor and Atlantic City Seashore 2, Inc., as   
            lessee, as SSG Enterprises' interest has been assigned to       
            Seashore Four Associates, and as Atlantic City Seashore 2,      
            Inc.'s interest has been, through various assignments, assigned 
            to Trump Plaza Associates (with schedules).                     
10.11(3)    Agreement of Lease, dated July 11, 1980, by and between Plaza   
            Hotel Management Company, as lessor, and Atlantic City Seashore 
            3, Inc., as lessee, as Atlantic City Seashore 3, Inc.'s interest
            has been, through various assignments, assigned to Trump Plaza  
            Associates (with schedules).                                    

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                                                                [Download Table]

EXHIBIT NO.                      DESCRIPTION OF EXHIBIT                     
-----------                      ----------------------                     
                                                                            
10.12(3)    Agreement of Lease, dated as of July 1, 1980, by and between    
            Magnum Associates and Magnum Associates II, as lessor and       
            Atlantic City Seashore 1, Inc., as lessee, as Atlantic City     
            Seashore 1, Inc.'s interest has been, through various           
            assignments, assigned to Trump Plaza Associates (with           
            schedules).                                                     
10.13-10.15 Intentionally omitted.                                          
10.16(1)    Trump Plaza Hotel and Casino Retirement Savings Plan effective  
            as of November 1, 1986.                                         
10.17-10.20 Intentionally omitted.                                          
10.21(4)    Assignment of Lease, dated as of July 28, 1988, by and between  
            Magnum Associates and Magnum Associates II, as assignor, Trump  
            Seashore Associates, as assignee, and Trump Plaza Associates, as
            lessee.                                                         
10.22-10.27 Intentionally omitted.                                          
10.28(2)    Option Agreement, dated as of February 2, 1993, between Donald  
            J. Trump and Trump Plaza Associates.                            
10.29       Intentionally omitted.                                          
10.30(5)    Amended and Restated Services Agreement between Trump Plaza     
            Associates and Trump Plaza Management Corp.                     
10.31-10.32 Intentionally omitted.                                          
10.33(6)    Mortgage from Donald J. Trump, as nominee, to Albert Rothenberg 
            and Robert Rothenberg, dated October 3, 1983.                   
10.34(6)    Intentionally omitted.                                          
10.35(6)    Mortgage from Trump Plaza Associates to The Mutual Benefit Life 
            Insurance Company, dated October 5, 1990.                       
10.35.1(6)  Collateral Assignment of Leases from Trump Plaza Associates to  
            The Mutual Benefit Life Insurance Company, dated October 5,     
            1990.                                                           
10.36-10.37 Intentionally omitted.                                          
10.38(8)    Employment Agreement between Trump Plaza Associates and Nicholas
            L. Ribis.                                                       
10.38.1(2)  Employment Agreement between Trump Hotels & Casino Resorts      
            Holdings, L.P. and Nicholas L. Ribis (with exhibits).           
10.39(8)    Severance Agreement between Trump Plaza Associates and Robert M.
            Pickus.                                                         
10.39.1     Employment Contract, dated July 7, 1995, between Trump Hotels & 
            Casino Resorts Holdings, L.P. and Robert M. Pickus.             
10.40(10)   Employment Agreement, dated as of February 7, 1995, between     
            Trump Plaza Associates and Kevin S. Smith.                      
10.41(10)   Employment Agreement between Trump Plaza Associates and James A.
            Rigot.                                                          
10.42(10)   Option and Right of First Offer Agreement between Trump Plaza   
            Associates and Missouri Boardwalk Inc., dated June 24, 1993.    
10.43(10)   Lease between Donald J. Trump and Missouri Boardwalk Inc., dated
            June 24, 1993.                                                  
10.44(10)   Sublease between Donald J. Trump and Missouri Boardwalk Inc.,   
            dated June 24, 1993.                                            
10.45       Intentionally omitted.                                          
10.46(12)   Executive Agreement among Donald J. Trump, Trump Hotels & Casino
            Resorts, Inc. and Trump Hotels & Casino Resorts Holdings, L.P.  
10.47(12)   1995 Stock Incentive Plan of Trump Hotels & Casino Resorts, Inc.

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                                                        [Enlarge/Download Table]

EXHIBIT NO.                            DESCRIPTION OF EXHIBIT                          
-----------                            ----------------------                          
                                                                                       
10.48(11)    Sales and Construction Agreement, dated May 1, 1995, between Trump        
             Indiana, Inc. and Atlantic Marine, Inc.                                   
10.49(11)    Agreement of Sale, dated May 10, 1995, between Trump Indiana, Inc. and    
             Lehigh Portland Cement Company.                                           
10.50(11)    Acquisition Agreement, dated April 27, 1995, between Trump Oceanview, Inc.
             and The New Jersey Sports and Exposition Authority.                       
10.51(11)    Amended and Restated Partnership Agreement of Trump Hotels & Casino       
             Resorts Holdings, L.P.                                                    
10.52(12)    Exchange and Registration Rights Agreement, dated June 12, 1995, between  
             Trump Hotels & Casino Resorts, Inc. and Donald J. Trump.                  
10.53(12)    Contribution Agreement, dated June 12, 1995, between Trump Hotels & Casino
             Resorts Holdings, L.P. and Donald J. Trump.                               
10.54(12)    Trademark License Agreement, dated June 12, 1995, between Donald J. Trump 
             and Trump Hotels & Casino Resorts, Inc.                                   
10.55(12)    Trademark Security Agreement, dated June 12, 1995, between Trump Hotels & 
             Casino Resorts, Inc. and Donald J. Trump.                                 
10.56(11)    Agreement of Sublease between Donald J. Trump and Time Warner             
             Entertainment Company, L.P., as amended.                                  
10.57        Intentionally omitted.                                                    
10.58(12)    Promissory Note of Donald J. Trump in favor of Trump Hotels & Casino      
             Resorts Holdings, L.P.                                                    
10.59*       First Amended and Restated Operating Agreement of Buffington Harbor       
             Riverboat, L.L.C. by and between Trump Indiana, Inc. and Barden-Davis     
             Casinos, L.L.C., dated as of October 31, 1995.                            
10.60*       Loan and Security Agreement, by and between debis Financial Services, Inc.
             and Trump Indiana, Inc., dated August 30, 1995.                           
10.60.1*     Amendment Agreement to Loan and Security Agreement, by and between debis  
             Financial Services, Inc. and Trump Indiana, Inc., dated as of October 25, 
             1995.                                                                     
10.61*       Voting Agreement between Donald J. Trump and Trump Hotels & Casino        
             Resorts, Inc., dated January 8, 1996.                                     
21(11)       List of Subsidiaries of Trump Hotels & Casino Resorts, Inc.               
23.1*        Consent of Arthur Andersen LLP.                                           
23.2*        Intentionally omitted.                                                    
23.3*        Consent of Willkie Farr & Gallagher (included in Exhibits 5.1 and 8.1).   
23.4*        Consent of Sterns & Weinroth.                                             
23.5*        Consent of Tabbert Hahn & Zanetis, P.C.                                   
23.6*        Consent of Donaldson, Lufkin & Jenrette Securities Corporation            
23.7*        Consent of Rothschild Inc.                                                
23.8*        Consent of Appraisal Group International.                                 
24.1*        Power of Attorney.                                                        
27*          Financial Data Schedule of Trump Hotels & Casino Resorts, Inc.            
99.1*        Proxy Card for the Special Meeting of Stockholders of Trump Hotels &      
             Casino Resorts, Inc.                                                      
99.2         Proxy Card for the Special Meeting of Stockholders of Taj Mahal Holding   
             Corp.                                                                     
99.3         Election Form for holders of Class A Common Stock of Taj Mahal Holding    
             Corp.                                                                     

--------                                                                        
* Previously filed.                                                           

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(1) Incorporated herein by reference to the identically numbered Exhibit in     
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. for the year
ended December 31, 1986.                                                
(2) Incorporated herein by reference to the identically numbered Exhibit in     
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. for the year
ended December 31, 1992.                                                
(3) Incorporated herein by reference to the identically numbered Exhibit in     
  the Registration Statement on Form S-1, Registration No. 33-4604, of Trump
Plaza Funding, Inc.                                                     
(4) Incorporated herein by reference to the identically numbered Exhibit in     
  the Annual Report on Form 10-K of Trump Plaza Funding, Inc. for the fiscal
year ended December 31, 1990.                                           
(5) Previously filed in the Registration Statement on Form S-1, Registration    
No. 33-58608, of Trump Atlantic City Associates (formerly Trump Plaza   
Holding Associates).                                                    
(6) Incorporated herein by reference to the identically numbered Exhibit in     
the Registration Statement on Form S-1, Registration No. 33-58602, of   
Trump Plaza Funding, Inc. and Trump Plaza Associates.                   
(7) Incorporated herein by reference to the identically numbered Exhibit in     
the Registration Statement on Form S-1, Registration No. 33-58608, of   
 Trump Atlantic City Associates (formerly Trump Plaza Holding Associates).
(8) Incorporated herein by reference to the identically numbered Exhibit in     
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. and Trump   
  Atlantic City Associates (formerly Trump Plaza Holding Associates) for the
year ended December 31, 1993.                                           
(9) Incorporated herein by reference to the identically numbered Exhibit in     
the Quarterly Report on Form 1O-Q of Trump Plaza Funding, Inc. for the  
quarter ended September 30, 1994.                                       
(10) Incorporated herein by reference to the identically numbered Exhibit in    
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. and Trump 
Atlantic City Associates (formerly Trump Plaza Holding Associates) for
the year ended December 31, 1994.                                     
(11) Incorporated herein by reference to the identically numbered Exhibit to    
the Registration Statement on Form S-1, Registration No. 33-90784, of 
Trump Hotels & Casino Resorts, Inc.                                   
(12) Incorporated herein by reference to the identically numbered Exhibit in    
   the Quarterly Report on Form 10-Q of Trump Hotels & Casino Resorts, Inc.,
Trump Hotels & Casino Resorts Holdings, L.P. and Trump Hotels & Casino
Resorts Funding, Inc. for the quarter ended June 30, 1995.            
(13) Incorporated herein by reference to the identically numbered Exhibit on    
the Current Report on Form 8-K of Trump Hotels & Casino Resorts, Inc.,
dated January 10, 1996.                                               
(14) Incorporated herein by reference to the identically numbered Exhibit on    
the Current Report on Form 8-K of Trump Hotels & Casino Resorts, Inc.,
dated February 1, 1996.                                               

(B) FINANCIAL STATEMENT SCHEDULES                                           

SCHEDULE II--Valuation and Qualifying Accounts of Trump Hotels & Casino     
          Resorts, Inc. for the period from inception (June 12, 1995) to
December 31, 1995.                                  

SCHEDULE II--Valuation and Qualifying Accounts of Trump Atlantic City       
     Associates and Trump Plaza Associates for the years ended
December 31, 1993, 1994 and 1995.                   

SCHEDULE II--Valuation and Qualifying Accounts of Trump Taj Mahal           
      Associates and Trump Taj Mahal Funding, Inc. for the years
ended December 31, 1993, 1994 and 1995.             

ITEM 22. UNDERTAKINGS                                                           

(a) The undersigned registrant hereby undertakes:                           

 (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:                    

(i) To include any prospectus required by section 10(a)(3) of the   
Securities Act of 1933;                                                 

(ii) To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent    
post-effective amendment thereof) which, individually or in the         
aggregate, represent a fundamental change in the information set forth  
in the Registration Statement;                                          

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 (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or  
any material change to such information in the Registration Statement.  

(2) That, for the purpose of determining any liability under the        
Securities Act of 1933, each such post-effective amendment shall be deemed  
to be a new registration statement relating to the securities offered       
therein, and the offering of such securities at that time shall be deemed   
to be the initial bona fide offering thereof.                               

(3) To remove from registration by means of a post-effective amendment  
any of the securities being registered which remain unsold at the           
termination of the offering.                                                

(b) Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
Act and is, therefore, unenforceable. In the event that a claim for             
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the registrant will, unless    
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act     
and will be governed by the final adjudication of such issue.                   

The undersigned registrant hereby undertakes as follows:                    

(1) that prior to any public reoffering of the securities registered    
hereunder through use of a prospectus which is a part of this registration  
statement, by any person or party who is deemed to be an underwriter within 
the meaning of Rule 145(c), the issuer undertakes that such reoffering      
prospectus will contain the information called for by the applicable        
registration form with respect to reofferings by persons who may be deemed  
underwriters, in addition to the information called for by any other Items  
of the applicable form.                                                     

(2) that every prospectus (i) that is filed pursuant to paragraph (1)   
immediately preceding, or (ii) that purports to meet the requirements of    
section 10(a)(3) of the Act and is used in connection with an offering of   
securities subject to Rule 415, will be filed as a part of an amendment to  
the registration statement and will not be used until such amendment is     
effective, and that, for purposes of determining any liability under the    
Securities Act of 1933, each such post-effective amendment shall be deemed  
to be a new registration statement relating to the securities offered       
therein, and the offering of such securities at that time shall be deemed   
to be the initial bona fide offering thereof.                               

(c) The undersigned registrant hereby undertakes to respond to requests for 
information that is incorporated by reference into the prospectus pursuant to   
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of   
such request, and to send the incorporated documents by first class mail or     
other equally prompt means. This includes information contained in documents    
filed subsequent to the effective date of the registration statement through    
the date of responding to the request.                                          

(d) The undersigned registrant hereby undertakes to supply by means of a    
post-effective amendment all information concerning a transaction, and the      
company being acquired involved therein, that was not the subject of and        
included in the registration statement when it became effective.                

II-7  

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SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, as amended, the 
registrant has duly caused this Post-Effective Amendment No. 1 to Registration  
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of New York, New York, on March 12, 1996.               

                                       TRUMP HOTELS & CASINO RESORTS, INC.

                             /s/ Nicholas L. Ribis
                                         By __________________________________
                               Name: Nicholas L. Ribis
                                         Title: President, Chief Executive
                                          Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

      SIGNATURES                        TITLE                 DATE

*                    Chairman of the        
-------------------------------------   Board of Directors      March 12, 1996  
DONALD J. TRUMP                                           

/s/ Nicholas L. Ribis          President, Chief                 
-------------------------------------   Executive Officer       March 12, 1996  
NICHOLAS L. RIBIS             and Director                  
          (principal
             executive and
                  financial officer)

*                    Director               
-------------------------------------                           March 12, 1996  
WALLACE B. ASKINS                                           

*                    Director               
-------------------------------------                           March 12, 1996  
DON M. THOMAS                                           

*                    Director               
-------------------------------------                           March 12, 1996  
PETER M. RYAN                                           

*                    Senior Vice            
-------------------------------------   President of            March 12, 1996  
JOHN P. BURKE               Corporate Finance           
          (principal
                   accounting officer)

/s/ Nicholas L. Ribis                                         
*By: ________________________________                                           
NICHOLAS L. RIBIS                                         
ATTORNEY-IN-FACT                                          

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT NO.                           DESCRIPTION OF EXHIBIT                        
-----------                           ----------------------                        
                                                                                    
10.39.1      Employment Contract, dated July 7, 1995, between Trump Hotels & Casino 
             Resorts Holdings, L.P. and Robert M. Pickus.                           
99.2         Proxy Card for the Special Meeting of Stockholders of Taj Mahal Holding
             Corp.                                                                  
99.3         Election Form for holders of Class A Common Stock of Taj Mahal Holding 
             Corp.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-4 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	3/12/96	1	10	424B3
	2/1/96	8		8-K, S-1, S-4/A, SC 13E3/A
	1/31/96	4		8-K
	1/10/96	8		8-K
	1/8/96	4	7	8-K
	1/1/96	4
	12/31/95	8		10-K
	10/31/95	7
	10/25/95	7
	8/30/95	7
	7/7/95	6	11
	6/30/95	8
	6/12/95	5	8
	5/10/95	7
	5/1/95	7
	4/27/95	7
	2/7/95	6
	12/31/94	8
	9/30/94	8
	12/31/93	8
	6/24/93	6
	2/2/93	6
	12/31/92	8
				List all Filings

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Filing Submission 0000950130-96-000809 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Trump Entertainment Resorts, Inc. – ‘S-4 POS’ on 3/12/96

As of: Tuesday, 3/12/96 · Effective: 3/12/96 · Accession #: 950130-96-809 · File #: 333-00153

Post-Effective Amendment to an S-4 — Form S-4Filing Table of Contents

S-4 POS — Post Effective Amendment to Form S-4Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-4 — Form S-4
Filing Table of Contents

S-4 POS — Post Effective Amendment to Form S-4
Document Table of Contents