UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
December 20, 2005
TRUMP ENTERTAINMENT RESORTS, INC.
TRUMP ENTERTAINMENT RESORTS HOLDINGS, LP
TRUMP ENTERTAINMENT RESORTS FUNDING, INC.
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(Exact Name of Registrants as Specified in Their Charters)
Delaware
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13794 13-3818402
33-90786 13-3818407
33-90786-01 13-3818405
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(Commission File Number) (IRS Employer Identification No.)
1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey 08401
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(Address of Principal Executive Offices) (Zip Code)
609-449-6515
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On December 20, 2005, Scott C. Butera left his position as
Executive Vice President and Chief Strategic Officer of Trump Entertainment
Resorts, Inc. (the "Company") to pursue other endeavors, and Mr. Butera's
employment agreement, dated August 15, 2003 (the "Employment Agreement"), with
the Company and Trump Entertainment Resorts Holdings, L.P., a wholly-owned
subsidiary of the Company ("TER Holdings"), was terminated. The Butera
Employment Agreement had been scheduled to expire on September 2, 2006.
In connection with the termination of the Employment
Agreement, Mr. Butera and TER Holdings entered into a consulting agreement,
dated as of December 20, 2005 (the "Consulting Agreement") pursuant to which Mr.
Butera has agreed to: (i) consult, advise and assist TER Holdings with respect
to certain business matters that he was involved in prior to his resignation;
(ii) present business opportunities to TER Holdings that are within TER
Holdings' scope of business; and (iii) consult, advise and assist TER Holdings
in other strategic and financial matters. The Consulting Agreement will expire
on September 30, 2006. As consideration for his consulting services pursuant to
the Consulting Agreement, Mr. Butera will receive: (x) $250,000 payable January
2, 2006; (y) $250,000 payable upon the closing of the sale by TER of Trump
Indiana, Inc., provided, that if the closing has not occurred by December 31,
2005, he will receive (A) $125,000 on the earlier of the closing date and
February 2, 2006 and (B) $125,000 on the closing date, if any; (iii) 25,000
shares of the Company's common stock, par value $0.001 per share ("Common
Stock") on March 3, 2006, and (iv) 25,000 shares of Common Stock on September
30, 2006, all subject to the terms of the Consulting Agreement.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 21, 2005, TER Holdings consummated the sale to The
Majestic Star Casino, LLC ("Majestic Star") of all of its equity interest in
Trump Indiana, Inc. ("Trump Indiana"). Trump Indiana, a wholly-owned subsidiary
of TER Holdings, owns and operates a riverboat casino and hotel at Buffington
Harbor in Gary, Indiana (the "Trump Indiana Casino"). The total purchase price,
which was determined by arm's length negotiation between the parties, was
approximately $253 million in cash, exclusive of debt and other long term
obligations and subject to certain post-closing adjustments. Upon closing, $45
million of the purchase price was placed into escrow to secure TER Holdings'
obligation to pay certain federal income tax obligations relating to the period
from 1995 and subsequent years through closing, a portion of which period is
currently the subject of pending Internal Revenue Service audits (the "Escrowed
Funds").
After accounting for certain taxes, fees and other closing
costs and expenses, the sale is anticipated to result in approximately $227
million in net proceeds to TER Holdings, including the Escrowed Funds.
Majestic Star owns and operates a riverboat casino known as
The Majestic Star Casino at Buffington Harbor in Gary, Indiana, which is
adjacent to the Trump Indiana Casino. Prior to the sale, Trump Indiana and
Majestic Star owned, developed and operated all common land-based and waterside
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operations through a joint venture in support of their riverboat casinos at
Buffington Harbor. Trump Indiana and an affiliate of Majestic Star also operated
a parking garage at Buffington Harbor through another joint venture. As part of
the transaction, Majestic Star assumed Trump Indiana's interest in the joint
ventures.
ITEM 7.01 REGULATION FD DISCLOSURE.
The information set forth under this Item 7.01, "Regulation FD
Disclosure," including Exhibit 99.1 attached hereto, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing. Attached as Exhibit 99.1 hereto is a press
release issued by the Company on December 21, 2005.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
99.1 Press Release issued by the Company on December 21, 2005.
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Pursuant to the requirements of the Securities Exchange Act of
1934, each of the Registrants has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 22, 2005
TRUMP ENTERTAINMENT RESORTS, INC.
By: /s/ Robert M. Pickus
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Name: Robert M. Pickus
Title: Executive Vice President and Secretary
TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.
By: /s/ Robert M. Pickus
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Name: Robert M. Pickus
Title: Executive Vice President and Secretary
TRUMP ENTERTAINMENT RESORTS FUNDING, INC.
By: /s/ Robert M. Pickus
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Name: Robert M. Pickus
Title: Executive Vice President and Secretary
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EXHIBIT INDEX
No. Description
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99.1 Press Release issued by Trump Entertainment Resorts, Inc. on
December 21, 2005
5