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 26, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously announced by Trump Entertainment Resorts, Inc. ("TER"),
TER Keystone Development, LLC, an indirect wholly-owned subsidiary of TER ("TER
Keystone"), entered into an options agreement, dated September 30, 2005 (the
"Options Agreement") pursuant to which it has the right to purchase or lease an
18 acre parcel of land located in Philadelphia, Pennsylvania (the "Premises").
As also previously announced, TER Keystone entered into the Options Agreement as
a first step in pursuing one of two Philadelphia Category 2 Gaming Licenses (a
"Gaming License") anticipated to be issued by the Gaming Control Board of the
Commonwealth of Pennsylvania.
In connection with the Options Agreement and the pursuit of a Gaming
License, on December 26, 2005, TER Keystone entered into a limited liability
company agreement (the "LLC Agreement"), with certain other persons (the
"General Members") to form Keystone Redevelopment Partners, LLC (the "LLC") for
the purposes of jointly leasing or purchasing the Premises and to construct, own
and operate a gaming and entertainment facility on the Premises (the
"Facility").
In addition, on December 26, 2005, TER Management Co., LLC, an
indirect wholly-owned subsidiary of TER ("TER Management"), entered into a
management agreement with the LLC (the "Management Agreement"), pursuant to
which the LLC engaged TER Management as its exclusive agent to manage and
operate the Facility on its behalf. The initial term of the Management Agreement
is for 10 years from the Commencement Date (as defined in the Management
Agreement) and may be extended.
TER Keystone has a 63.5555% interest in the LLC, as adjusted from
time to time. TER Keystone made an initial capital contribution to the LLC in
the form of the Options Agreement and "pre-formation and development materials"
(which includes surveys, studies, design drawings and applications for permits,
licenses or approvals that pertain to the Premises). If the Pennsylvania Gaming
Control Board awards a Gaming License to the LLC, the LLC Agreement contemplates
that TER Keystone and the General Members will each make an additional capital
contribution ($39,854,115 in cash, in the case of TER Keystone).
The LLC will be managed by a board of directors, which will be
comprised of three TER Keystone representatives and two representatives elected
by the General Members.
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Pursuant to the LLC Agreement, so long as TER Keystone or any of its
affiliates own more than fifteen (15%) interest in the LLC, TER Keystone and
its affiliates will be subject to certain non-competition obligations with
respect to owning and operating casinos in certain geographical areas near the
Premises.
TER Keystone may transfer its interest in the LLC, in whole or in
part, at any time, subject to certain conditions set forth in the LLC Agreement.
Pursuant to the terms of the Management Agreement, TER Management
will be paid (i) a base management fee based on the Gross Revenue (as defined in
the Management Agreement) of the LLC and (ii) an incentive management fee based
on the Gross Operating Profit (as defined in the Management Agreement) of the
LLC, for each fiscal year.
Pursuant to the Management Agreement, TER Management and its
affiliates are subject to certain non-competition obligations with respect to
owning and operating casinos in certain geographical areas near the Premises.
The LLC may terminate the Management Agreement upon three months'
notice in the event that TER Management or its affiliates own less than 10% in
the equity interest of the LLC.
In connection with the LLC Agreement and the Management Agreement,
the LLC and Trump Entertainment Resorts Holdings, L.P. ("TER Holdings"), entered
into a Trade Name and Trademark License Agreement, dated December 26, 2005 (the
"License Agreement"), whereby TER Holdings, which holds the exclusive right to
use the name "Trump" for Casino Services and Products (as defined in the License
Agreement), licensed the name "Trump" to the LLC for use in connection with the
operation of the Facility. The term of the License Agreement will commence on
the date that the Pennsylvania Gaming Control Board issues a License to the LLC
and terminates upon the occurrence of certain events specified in the License
Agreement. Pursuant to the License Agreement, the LLC agreed to pay TER Holdings
a monthly license fee based on the Gross Revenues (as defined in the License
Agreement) of the LLC, for each month.
The Management Agreement and the License Agreement automatically
terminate if either of the two Gaming Licenses is not awarded to the LLC.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT.
The information included in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.02.
As discussed above, if the Pennsylvania Gaming Control Board awards a
Gaming License to the LLC, TER Keystone is required to make a one-time
additional capital contribution of $39,854,115 in cash. TER Keystone will be
required to make this additional capital contribution within two days after the
date upon which the Pennsylvania Gaming Control Board awards a Gaming License to
the LLC.
ITEM 7.01 REGULATION FD DISCLOSURE.
On December 28, 2005, representatives of TER and the LLC delivered
the application for the Gaming License to the Pennsylvania Gaming Control Board.
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 28, 2005.
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ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
99.1 Press Release issued by the Company on December 28, 2005.
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SIGNATURES
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 30, 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 28, 2005
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