AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2006
REGISTRATION NO. 333- 22601
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
TRUMP ENTERTAINMENT RESORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1000 BOARDWALK
DELAWARE ATLANTIC CITY, NEW JERSEY 08401 13-3818402
(STATE OR OTHER (ADDRESS OF PRINCIPAL EXECUTIVE (I.R.S. EMPLOYER
JURISDICTION OF OFFICES, INCLUDING ZIP CODE) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
TRUMP CAPITAL ACCUMULATION PLAN
(FULL TITLE OF THE PLAN)
ROBERT M. PICKUS
EXECUTIVE VICE PRESIDENT AND SECRETARY
TRUMP ENTERTAINMENT RESORTS, INC.
1000 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 449-5573
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT OF SERVICE)
Copy to:
TODD CHANDLER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 310-8000
This Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
covers shares of the Registrant's Common Stock originally registered on the
Registration Statement on Form S-8 (File No. 333-22601) (the "Registration
Statement") to which this is a post-effective amendment. The registration fees
in respect of such shares were paid at the time of the original filing of the
Registration Statement.
EXPLANATORY NOTE
Trump Entertainment Resorts, Inc. (formerly Trump Hotels & Casinos Resorts,
Inc.) (the "Registrant") is filing this Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 to deregister certain securities previously
registered by the Registrant pursuant to its Registration Statement on Form S-8
(File No. 333-22601) (the "Registration Statement") filed with the Securities
and Exchange Commission on February 28, 1997. The Registration Statement
registered 2,000,000 shares of the Registrant's common stock (the "Common
Stock") for issuance, offer or sale pursuant to five separate benefit plans
administered by the Registrant or its subsidiaries. All of these plans merged
through a series of transactions into the Trump Capital Accumulation Plan (the
"Plan"). Pursuant to General Instruction F to Form S-8 and Rule 416(c) under the
Securities Act of 1933, as amended, the Registration Statement was also deemed
to register an indeterminate number of interests in the Plan ("Interests").
Effective August 9, 2004, the Plan was amended such that Common Stock was no
longer an investment option available to the Plan's participants. Subsequent to
the amendment, the Registrant's 401(k) Plan Committee (the "Plan Committee")
resolved that participants' holdings in Common Stock be liquidated no later than
November 15, 2004. In the fourth quarter of 2004 and pursuant to the investment
policy governing the Plan, the Plan Committee liquidated the participants'
holdings in Common Stock after first giving the Plan's participants notice and
an opportunity to sell their holdings in Common Stock. As of December 31, 2004,
the Plan did not hold any shares of Common Stock. Although the Plan continues in
force, there have not been and will not be new purchases of Common Stock and the
Plan does not and will not hold any Common Stock. Accordingly, the Registrant
has no obligation to maintain effectiveness of the Registration Statement.
Pursuant to the undertaking contained in the Registration Statement, the
Registrant is filing this Post-Effective Amendment No. 1 to the Registration
Statement to deregister, as of the date hereof, all Common Stock and Interests
registered pursuant to the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlantic
City, State of New Jersey on July 19, 2006.
TRUMP ENTERTAINMENT RESORTS, INC.
By: /s/ Dale R. Black
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Name: Dale R. Black
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
Director, Chief Executive Officer
* and President July 19, 2006
James B. Perry (Principal Executive Officer)
Executive Vice President and
/S/ DALE R. BLACK Chief Financial Officer July 19, 2006
Dale R. Black (Principal Financial Officer)
* Chairman of the Board July 19, 2006
Donald J. Trump
* Director July 19, 2006
Wallace B. Askins
* Director July 19, 2006
Edward H. D'Alelio
* Director July 19, 2006
James Florio
* Director July 19, 2006
Cezar M. Froelich
* Director July 19, 2006
Morton E. Handel
* Director July 19, 2006
Michael A. Kramer
* Director July 19, 2006
Don M. Thomas
*By: /S/ DALE R. BLACK July 19, 2006
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Dale R. Black
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, as amended,
the persons who administer the employee benefit plan have duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlantic
City, State of New Jersey on July 19, 2006.
TRUMP CAPITAL ACCUMULATION PLAN
By: /s/ Craig D. Keyser
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Name: Craig D. Keyser
Title: Executive Vice President of Human
Resources and Administration