SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Tropicana Entertainment Inc. |
(Name of Issuer)
| Common Stock, Par Value $0.01 |
(Title of Class of Securities)
| 89708X 105 |
(CUSIP Number)
Keith Schaitkin, Deputy General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| August 22, 2011 |
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 89708X 105 |
| 1. | NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER
15,662,935 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
15,662,935 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,662,935 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.53% | |||||
14 | TYPE OF REPORTING PERSON
PN | |||||
SCHEDULE 13D
| CUSIP No. 89708X 105 |
| 1. | NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
15,662,935 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,662,935 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,662,935 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.53% | |||||
14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. 89708X 105 |
| 1. | NAME OF REPORTING PERSON
Beckton Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
15,662,935 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,662,935 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,662,935 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.53% | |||||
14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. 89708X 105 |
| 1 | NAME OF REPORTING PERSON
Carl C. Icahn | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
15,662,935 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,662,935 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,662,935 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.53% | |||||
14 | TYPE OF REPORTING PERSON
IN | |||||
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on March 9, 2010 by the Reporting Persons (as defined below) and certain affiliates thereof and as amended by Amendment No 1 thereto (as amended the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.01 (the “Shares”), issued by Tropicana Entertainment Inc. (the “Issuer”) is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
The persons filing this statement are Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”), and Carl C. Icahn, a citizen of the United States of America (collectively, the “Reporting Persons”). Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the indirect holder of approximately 92% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. (“Icahn Enterprises”). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Persons hold, in the aggregate, 15,662,935 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons over the past 60 days was $30.7 million (including commissions to purchase Shares). The source of funding for the purchase of these Shares was the general working capital of the purchaser.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended by adding the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 15,662,935 Shares, representing approximately 59.53% of the Issuer’s outstanding Shares (based upon the 26,312,500 Shares stated to be outstanding as of July 25, 2011 according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011).
(b) Icahn Enterprises Holdings has sole voting power and sole dispositive power with regard to 15,662,935 Shares. Each of Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Each of Icahn Enterprises
GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Enterprises Holdings (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Enterprises Holdings directly beneficially owns. Each of Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 5:00 p.m., New York City time, on August 22, 2011. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
Name of Reporting Person | Date of Transaction | No. of Shares Purchased | Purchase Price Per Share (U.S.$) | |||||||
Icahn Enterprises Holdings | August 22, 2011 | 1,355,886 | 14.50 | |||||||
Icahn Enterprises Holdings | August 22, 2011 | 768,603 | 14.35 | |||||||
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 22, 2011
| BECKTON CORP. | ||||
| By: | /s/ Edward E. Mattner | |||
| Name: | Edward E. Mattner | |||
| Title: | Authorized Signatory | |||
| ICAHN ENTERPRISES HOLDINGS L.P. | ||||
| By: Icahn Enterprises G.P. Inc., its general partner | ||||
| ICAHN ENTERPRISES G.P. INC. | ||||
| By: | /s/ Dominick Ragone | |||
| Name: | Dominick Ragone | |||
| Title: | Chief Financial Officer | |||
/s/ Carl C. Icahn |
| CARL C. ICAHN |
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of each director and executive officer of each of the Reporting Persons. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of the Reporting Persons’ knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Persons own any Shares.
ICAHN ENTERPRISES HOLDINGS L.P.
Name | Position | |||
| Icahn Enterprises G.P. Inc. | General Partner |
ICAHN ENTERPRISES G.P. INC.
Name | Position | |||
| Carl C. Icahn | Chairman | |||
| William A. Leidesdorf | Director | |||
| Jack G. Wasserman | Director | |||
| James L. Nelson | Director | |||
| Vincent J. Intrieri | Director | |||
| Daniel Ninivaggi | President | |||
| Dominick Ragone | Chief Financial Officer | |||
| Craig Petit | Vice President/Taxes |
BECKTON CORP.
Name | Position | |||
| Carl C. Icahn | Chairman of the Board; President | |||
| Jordan Bleznick | Vice President/Taxes | |||
| Edward E. Mattner | Authorized Signatory | |||
| Keith Cozza | Secretary; Treasurer |