Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - TRUMP ENTERTAINMENT RESORTS, INC. | exhibit99-1.htm |
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
24, 2009
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.)
|
15 South
Pennsylvania Avenue
Atlantic
City, New Jersey 08401
(Address of Principal Executive
Offices) (Zip Code)
609-449-5866
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01. Regulation
FD Disclosure.
As previously disclosed, on February
17, 2009 Trump Entertainment Resorts, Inc. (the “Company”) and certain
of its direct and indirect subsidiaries (collectively, the “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 (the “Bankruptcy
Code”). In addition, as previously disclosed, the Debtors
withdrew their joint chapter 11 plan of reorganization, as filed with the
Bankruptcy Court on August 3, 2009 and thereafter amended (the “Original Debtors’
Plan”) and the Disclosure Statement relating thereto (the “Original Debtors’ Disclosure
Statement”) and endorsed and became co-proponents of the plan of
reorganization proposed by the Ad Hoc Committee of the holders of the Debtors’
8.5% Senior Secured Notes due 2015 filed on August 11, 2009 and thereafter
amended (the “AHC
Plan”) and the Disclosure Statement relating thereto (the “AHC Disclosure
Statement”). The Debtors and the Ad Hoc Committee filed with
the Bankruptcy Court a revised AHC Plan and revised AHC Disclosure Statement
(the “Debtors/AHC
Plan” and “Debtors/AHC Disclosure
Statement”, respectively) on December 24, 2009 reflecting the Debtors’
support of and co-proponent role with respect to such Plan. A copy of
the Debtors/AHC Disclosure Statement is attached as Exhibit 99.1 to this Current
Report on Form 8-K and a copy of the Debtors/AHC Plan is attached as Exhibit A
to the Debtors/AHC Disclosure Statement.
The Debtors have decided to update and
revise the projections contained in the Original Debtors’ Disclosure Statement
to reflect new 2010 projections. A copy of the revised projections
are included in Section VI of the Debtors/AHC Disclosure
Statement.
The key terms of the Debtors/AHC Plan
were summarized in the Registrants’ Current Report on Form 8-K dated December 3,
2009, to which reference is hereby made. The foregoing discussion of
the Debtors/AHC Plan and Debtors/AHC Disclosure Statement does not purport to be
complete and is qualified in its entirety by reference to the Debtors/AHC Plan
and Debtors/AHC Disclosure Statement, respectively.
This Current Report on Form 8-K is not
a solicitation to accept or reject the proposed Debtors/AHC Plan or an offer to
sell or a solicitation of an offer to buy any securities of the
Debtors. Any solicitation or offer to sell will be made pursuant to
and in accordance with the Debtors/AHC Disclosure Statement and applicable
law.
Limitation
on Incorporation by Reference
In accordance with General Instruction
B.2 of Form 8-K, the information in this Item 7.01 including Exhibits 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall such information
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 a filing.
Cautionary
Statement Regarding Forward-Looking Statements
The information contained in this
Current Report on Form 8-K, including the exhibit being furnished as part of
this report, as well as other statements made by the Debtors may contain
forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, that reflect, when made, the Registrants’ current
views with respect to current events and financial performance. The
words “possible,” “propose,” “might”, “could,” “would,” “projects,” “plan,”
forecasts,” “anticipates,” “expect,” “intend,” “believe,” seek,” or “may,” the
negative of these terms and other comparable terminology, are intended to
identify forward-looking statements, but are not the exclusive means of
identifying them. These forward-looking statements include statements
other than historical information or statements of current condition, but
instead represent only the Registrants’ belief regarding future events, many of
which, by their nature, are inherently uncertain and outside of the Registrants’
control. Forward-looking statements are subject to a number of risks,
contingencies
and uncertainties, some of which our management has not yet
identified. Forward-looking statements are not guarantees of future
performance; subsequent developments may cause forward-looking statements to
become outdated; and actual results, developments and business decisions may
differ materially from those contemplated by such forward-looking statements as
a result of various factors, certain (but not all) of which are discussed in the
risk factors included in the Registrant’s reports filed with the SEC including,
but not limited to, their Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q. Important factors that could cause actual results to
differ from those contemplated by forward-looking statements include, but are
not limited to, the Debtors’ ability to obtain Bankruptcy Court approval with
respect to motions in the chapter 11 cases prosecuted by it from time to time;
the ability of the Debtors to confirm and consummate the Debtors/AHC Plan or any
other plan of reorganization with respect to the chapter 11 cases, the terms of
the restructuring or reorganization plan ultimately implemented, the timing
thereof, the related costs and expenses, and the ability of the Registrants to
maintain normal relationships with its vendors, service providers and
customers. The Registrants disclaim any intention or obligation to
update or revise an forward-looking statements, whether as a result of new
information, future events and/or otherwise. Similarly, these and
other factors, including the terms of any reorganization plan ultimately
confirmed, can affect the value of the Debtors’ various prepetition liabilities,
common stock and/or other equity securities.
2
|
Item
9.01.
|
Financial
Statements and Exhibits
|
(d)
Exhibits
|
Exhibit
No.
|
Description
|
|
99.1
|
Sixth Amended
Disclosure Statement for Joint Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code Proposed by the Ad Hoc Committee of Holders of 8.5%
Senior Secured Notes Due 2015 and the Debtors, dated December 24, 2009,
and the Sixth Amended Joint Plan of Reorganization Under Chapter 11
of the Bankruptcy Code Proposed by the Ad Hoc Committee of Holders of 8.5%
Senior Secured Notes Due 2015 and the Debtors, dated December 24, 2009,
attached as Exhibit A thereto.
|
3
Pursuant
to the requirements of the Exchange Act, each of the Registrants has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: December
24, 2009
| TRUMP ENTERTAINMENT RESORTS, INC | |||
|
|
By:
|
/s/ Robert M. Pickus | |
| Name: Robert M. Pickus | |||
| Title: Chief Administrative Officer and General Counsel | |||
| TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P. | |||
|
|
By:
|
/s/ Robert M. Pickus | |
| Name: Robert M. Pickus | |||
| Title: Chief Administrative Officer and General Counsel | |||
| TRUMP ENTERTAINMENT RESORTS FUNDING, INC | |||
|
|
By:
|
/s/ Robert M. Pickus | |
| Name: Robert M. Pickus | |||
| Title: Chief Administrative Officer and General Counsel | |||
4
|
|
EXHIBIT
INDEX
|
|
Exhibit
No.
|
Description
|
|
99.1
|
Sixth Amended
Disclosure Statement for Joint Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code Proposed by the Ad Hoc Committee of Holders of 8.5%
Senior Secured Notes Due 2015 and the Debtors, dated December 24, 2009,
and the Sixth Amended Joint Plan of Reorganization Under Chapter 11
of the Bankruptcy Code Proposed by the Ad Hoc Committee of Holders of 8.5%
Senior Secured Notes Due 2015 and the Debtors, dated December 24, 2009,
attached as Exhibit A thereto.
|
5