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): July 7, 2006
TRUMP ENTERTAINMENT RESORTS, INC.
TRUMP ENTERTAINMENT RESORTS HOLDINGS, LP
TRUMP ENTERTAINMENT RESORTS FUNDING, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrants as Specified in Their Charters)
Delaware
Delaware
Delaware
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-13794 13-3818402
33-90786 13-3818407
33-90786-01 13-3818405
(Commission File Number) (IRS Employer Identification No.)
1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey 08401
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
609-449-6515
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------------------------------------------------------------------------
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 7, 2006, Keystone Redevelopment Partners, LLC ("Keystone"), a
Delaware limited liability company and indirect majority-owned subsidiary of
Trump Entertainment Resorts, Inc. (the "Company"), entered into that certain
option agreement with Tasty Baking Company ("TBC"), a Pennsylvania corporation
(the "Option Agreement"), related to an approximately 12-acre parcel of land
located at the intersection of Fox Street and Roberts Avenue in Philadelphia,
Pennsylvania known as 3413 Fox Street, owned by TBC (the "Property").
Pursuant to the Option Agreement and in consideration of $1.6 million
payable by Keystone to TBC in accordance with the terms of the Option Agreement,
TBC granted Keystone the sole and exclusive right to purchase the Property (the
"Purchase Option") on the terms and conditions set forth in the Option
Agreement.
The term of the Option Agreement commenced on July 7, 2006 and expires
on the earlier of (a) the first business day immediately following the one month
anniversary of the Pennsylvania Gaming Control Board's issuance of two Category
2 Slot Licenses for Philadelphia, or (b) June 30, 2008 (the "Term"). Keystone
has the right to extent the Term to December 31, 2008 and then to June 30, 2009,
upon the payment of an extension fee for each such extension. Subject to the
terms and conditions in the Option Agreement, Keystone may exercise the Purchase
Option or terminate the Option Agreement at any time during the Term by
providing written notice thereof to TBC. Purchase Price payable by Keystone upon
the closing of the exercise of the Purchase Option is $14.4 million.
In the event Keystone exercises the Purchase Option by providing the
required exercise notice (the "Exercise Notice"), TBC will convey the Property
to Keystone at a closing to take place at least two hundred seventy (270) days
after the Exercise Notice is provided, unless otherwise agreed by the parties.
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 July 11, 2006.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
99.1 Press Release issued by Trump Entertainment Resorts, Inc. on July 11,
2006
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: July 11, 2006
TRUMP ENTERTAINMENT RESORTS, INC.
By: /s/ Robert M. Pickus
---------------------------------------
Name: Robert M. Pickus
Title: Executive Vice President and Secretary
TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.
By: /s/ Robert M. Pickus
---------------------------------------
Name: Robert M. Pickus
Title: Executive Vice President and Secretary
TRUMP ENTERTAINMENT RESORTS FUNDING, INC.
By: /s/ Robert M. Pickus
---------------------------------------
Name: Robert M. Pickus
Title: Executive Vice President and Secretary