SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 15)
Under the Securities Exchange Act of 1934
TRUMP ENTERTAINMENT RESORTS, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
89816T 10 3
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(CUSIP Number)
Robert M. Pickus
Trump Entertainment Resorts, Inc.
15 South Pennsylvania Avenue
Atlantic City, NJ 08401
(609) 449-5866
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
August 3, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
SCHEDULE 13D
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CUSIP No. 89816T 10 3 Page 1 of 8 Pages
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1 NAME OF REPORTING PERSON
Donald J. Trump
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
2,744,351
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,407
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,744,351
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10 SHARED DISPOSITIVE POWER
1,407
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,745,758
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.28%*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*Calculated based on 31,715,876 shares of common stock outstanding as of August
10, 2009, as reported by Trump Entertainment Resorts, Inc. in its Form 10-Q for
the quarter ended June 30, 2009.
SCHEDULE 13D
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CUSIP No. 89816T 10 3 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
Ace Entertainnment Holdings Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,407
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,407
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Co
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*Calculated based on 31,715,876 shares of common stock outstanding as of August
10, 2009, as reported by Trump Entertainment Resorts, Inc. in its Form 10-Q for
the quarter ended June 30, 2009.
This Amendment No. 15 to Schedule 13D (this "Amendment") is being filed on
behalf of Mr. Donald J. Trump and Ace Entertainment Holdings Inc., a New Jersey
corporation wholly owned by Mr. Trump and formerly known as Trump Casinos, Inc.
("Ace", and together with Mr. Trump, the "Reporting Persons"), and amends the
Schedule 13D filed by the Reporting Persons and Trump Casinos II, Inc., a New
Jersey corporation formerly wholly owned by Mr. Trump on June 22, 1995 (the
"Initial Schedule 13D"), as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment
No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11,
Amendment No. 12, Amendment No. 13 and Amendment No. 14 to the Initial Schedule
13D filed by the Reporting Persons on April 25, 1996, October 16, 1996, March
26, 1997, April 30, 1999, January 18, 2001, July 3, 2001, August 10, 2001, April
25, 2002, June 18, 2003, August 12, 2004, January 31, 2005, May 23, 2005, May
12, 2006 and February 18, 2009, respectively (the Initial Schedule 13D, together
with all such amendments thereto, this "Schedule 13D"). This Amendment relates
to the common stock, par value $0.001 per share (referred to herein and in
previous amendments to this Schedule 13D as the "New Common Stock"), of Trump
Entertainment Resorts, Inc., a Delaware corporation (referred to herein and in
previous amendments to this Schedule 13D as the "Restructured Company"). This
Amendment is being filed pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
The Reporting Persons are making this single joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange
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Act. Each Reporting Person disclaims beneficial ownership of all shares of New
Common Stock, other than those reported herein as being owned by it.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by deleting the last paragraph thereof in its
entirety and replacing such paragraph with the following:
On August 3, 2009, the Restructured Partnership (as defined in Amendment
No. 12 to this Schedule 13D), the Restructured Company, BNAC, Inc., a Texas
corporation ("BNAC"), and Mr. Trump entered into a Purchase Agreement (the "2009
Purchase Agreement"). As previously disclosed, on February 17, 2009, the
Restructured Company, the Restructured Partnership and certain of their direct
and indirect subsidiaries (collectively, the "2009 Debtors") filed voluntary
petitions in the United States Bankruptcy Court for the District of New Jersey
in Camden, New Jersey (the "Bankruptcy Court") seeking relief under the
provisions of chapter 11 of title 11 of the United States Code. In connection
with the execution of the 2009 Purchase Agreement and the execution of a
commitment letter with Beal Bank and Beal Bank Nevada that provides, subject to
the terms and conditions set forth therein, that the lenders under the amended
credit agreement of the Restructured Partnership, dated as of December 21, 2007
and as amended on December 21, 2007, May 29, 2008 and October 28, 2008, have
consented to enter into an amended and restated credit agreement with the
Restructured Partnership, on August 3, 2009 the 2009 Debtors filed with the
Bankruptcy Court a joint chapter 11 plan of reorganization (the "2009 Plan").
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The 2009 Purchase Agreement provides that, subject to the terms and
conditions set forth therein, and pursuant to the consummation of the 2009 Plan,
(i) BNAC will contribute or cause to be contributed, through certain
intermediary entities, $50,010,000 in cash to the Restructured Partnership, and
(ii) Mr. Trump will contribute or cause to be contributed, directly and through
certain intermediary entities, $49,990,000 in cash to the Restructured
Partnership. In consideration for such capital contributions, and upon the
consummation of the transactions contemplated by the 2009 Purchase Agreement:
(i) All outstanding New Common Stock and other equity interests in the
Restructured Company will be cancelled and the Restructured Company will issue
100 newly authorized shares of its common stock to Mr. Trump or his designee,
such that Mr. Trump will own all of the issued and outstanding shares of capital
stock of the Restructured Company;
(ii) The terms of the existing ownership interests of Ace, the Restructured
Company and TCI2 (as defined in Amendment No. 12 to this Schedule 13D) in the
Restructured Partnership will be adjusted, and Mr. Trump will own, directly or
indirectly, all of the outstanding equity interests of each of Ace, the
Restructured Company and TCI2; and
(iii) New partnership interests in the Restructured Partnership ("2009
Partnership Interests") will be issued to Mr. Trump and newly formed entities
owned by Mr. Trump and BNAC such that Mr. Trump will own, directly and through
certain intermediary entities (including the Restructured Company, Ace, TCI2 and
such entities owned by Mr. Trump and BNAC), 49.99% of the outstanding 2009
Partnership Interests and BNAC
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will own, through such entities owned by Mr. Trump and BNAC, 50.01% of the
outstanding 2009 Partnership Interests.
The transactions contemplated by the 2009 Purchase Agreement are to occur
over two separate closings. At the first closing (the "First Closing"), which is
to occur on the effective date of the 2009 Plan, the capital contributions to be
made by Mr. Trump indirectly through the Restructured Company, Ace and TCI2 will
be effected. At the second closing, which is to occur on the business day
immediately following the day on which the First Closing occurs, Mr. Trump will
effect the remaining direct and indirect capital contributions to be made by him
pursuant to the 2009 Purchase Agreement and BNAC will effect the indirect
capital contributions to be made by it pursuant to the 2009 Purchase Agreement.
The consummation of the transactions contemplated by the 2009 Purchase
Agreement is subject to the satisfaction of certain closing conditions and the
receipt of necessary approvals as well as the restructuring and recapitalization
of the 2009 Debtors pursuant to, and subject to, the consummation of the 2009
Plan.
The foregoing summary of the 2009 Purchase Agreement is not intended to be
complete. The 2009 Purchase Agreement, a copy of which was filed by the
Restructured Company as Exhibit 10.1 to the Restructured Company's Form 8-K
dated August 3, 2009, is incorporated herein by reference and the foregoing
summary of the 2009 Purchase Agreement is qualified in its entirety by reference
thereto. This Schedule 13D does not purport to amend, qualify or in any way
modify such agreement.
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The Reporting Persons reserve the right to, and may, engage or otherwise
participate in any transaction or other matter resulting from, or relating to,
the pending bankruptcy proceedings of the 2009 Debtors and/or any of the
transactions or activities described in clauses (a)-(j) of Item 4 of the
instructions to Schedule 13D in connection with such bankruptcy proceedings. In
addition, as previously reported, the Reporting Persons may also, from time to
time, effect open market purchases of equity and/or debt securities of the
Restructured Company.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by deleting subsection (c) thereof in its entirety
and replacing it with the following:
(c) Except for the transactions described in Item 4 above, during the last
60 days there were no transactions with respect to the New Common Stock effected
by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following paragraph to the end
thereof:
As described in Item 4 hereto, the Restructured Partnership, the
Restructured Company, BNAC and Mr. Trump have entered into the 2009 Purchase
Agreement. The information set forth in Item 4 with respect to the 2009 Purchase
Agreement is incorporated into this Item 6 by reference.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 29, 2009 /s/ Donald J. Trump
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Name: Donald J. Trump
Dated: September 29, 2009 ACE ENTERTAINMENT HOLDINGS INC.
(formerly known as Trump Casinos, Inc.)
By: /s/ Donald J. Trump
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Name: Donald J. Trump
Title: President