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 At of 1934
Date of report (Date of earliest event reported):
July 6, 2005
TRUMP ENTERTAINMENT RESORTS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13794 13-3818402
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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)
TRUMP ENTERTAINMENT HOLDINGS, LP
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
33-90786 13-3818407
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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)
TRUMP ENTERTAINMENT RESORTS FUNDING, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
33-90786-1 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))
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Item 1.01 Entry into a Material Definitive Agreement
On July 6, 2005, Trump Entertainment Resorts, Inc., a Delaware
corporation ("TER"), and Trump Entertainment Resorts Holdings, L.P., a Delaware
limited partnership ("TER Holdings," and together with TER, the "Company"),
entered into that certain employment agreement with James B. Perry (the "Perry
Employment Agreement"). A description of the material terms of the Perry
Employment Agreement is included in Item 5.02 of this Current Report on Form 8-K
and is incorporated by reference into this Item 1.01. In addition, the Perry
Employment Agreement which is included as Exhibit 10.1 hereto is incorporated by
reference into this Item 1.01. Mr. Perry has been serving as a member of the
Board of Directors of TER since the Company's emergence from reorganization
proceedings on May 20, 2005 (the "Reorganization Effective Date").
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On July 6, 2005, the Board of Directors of TER appointed James B.
Perry as the Chief Executive Officer of TER. Donald J. Trump resigned from that
position and continues to serve as Chairman of TER's Board of Directors.
James B. Perry, age 55, has been serving as a member of the Board of
Directors of TER since the Reorganization Effective Date. Prior to the
commencement of Mr. Perry's service as a member of the Board of Directors of
TER, Mr. Perry served as President of Argosy Gaming Company ("Argosy") from
April 1997 through July 2002 and Chief Executive Officer of Argosy from April
21, 1997 through his retirement in May 2003. Mr. Perry has also been serving on
the Board of Directors of Argosy since 2000.
Pursuant to the Perry Employment Agreement, Mr. Perry will receive an
annual base salary of not less than $850,000 (the "Annual Base Salary"). Mr.
Perry will also receive a special bonus of $320,000 payable in January 2006 if
employed by the Company at January 1, 2006 (the "Special Bonus") and, commencing
in fiscal year 2006, will be eligible to receive an annual cash bonus (the
"Annual Bonus"). The Annual Bonus will be based on the achievement of
performance targets set by the Compensation Committee of the Board of Directors
of the Company, provided that the Annual Bonus for each year will be equal to at
least 75% of Mr. Perry's Annual Base Salary if he meets the minimum performance
targets (the "Target Bonus"), with a maximum Annual Bonus of up to 175% of Mr.
Perry's Target Bonus if he meets the maximum performance targets. Mr. Perry will
be eligible for grants of equity compensation awards or options under any long
term incentive compensation arrangement or option plans adopted by the Company,
or in effect from time to time.
Pursuant to the Perry Employment Agreement, Mr. Perry is to receive
100,000 shares of the common stock of the Company once the Trump Entertainment
Resorts, Inc. 2005 Incentive Award Plan is approved. Mr. Perry's 100,000 shares
of common stock are subject to the restriction that 30% of the stock may not be
sold, assigned, pledged or otherwise disposed of or encumbered by Mr. Perry
until June 30, 2006 and 70% of the stock may not be sold, assigned, pledged or
otherwise disposed of or encumbered until June 30, 2007, unless employment is
terminated without cause or for good reason, in which case the restrictions will
immediately expire and be void.
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If Mr. Perry is terminated other than for "Cause" (as defined in the
Perry Employment Agreement), death or disability, or resigns for "Good Reason"
(as defined in the Perry Employment Agreement): (A) Mr. Perry will receive in a
lump sum in cash the aggregate of: (i) the sum of: (a) any accrued but unpaid
Annual Base Salary and any accrued but unused vacation, (b) expenses that are
reimbursable but have not been reimbursed, and (c) the Annual Bonus for the
fiscal year immediately preceding the fiscal year in which the date of
termination occurs if such bonus had been determined but not paid as of the date
of termination and that portion of the Annual Bonus to which Mr. Perry would be
entitled for the fiscal year of termination prorated for that portion of the
fiscal year that he was employed, and the Special Bonus if not theretofore paid;
and (ii) a lump sum amount equal to the current year's Annual Base Salary and
the previous year's Annual Bonus or the Special Bonus, whichever is greater; (B)
the Company shall pay or provide Mr. Perry any other amounts or benefits
required to be paid or provided or which Mr. Perry is eligible to receive under
any plan, program, policy or practice or contract agreement (other than any
severance plan, program, policy or practice or contract or agreement) of the
Company and its affiliates; (C) all unvested options shall vest; and (D) any
remaining restrictions on any stock granted to Mr. Perry shall immediately
expire and be void.
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 TER on July 6, 2005.
Item 9.01 Financial Statement and Exhibits.
(c) Exhibits.
10.1 Employment Agreement, dated July 6, 2005, between Trump
Entertainment Resorts, Inc. and Trump Entertainment Resorts
Holdings, L.P. and James B. Perry
99.1 Press Release, dated July 6, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRUMP ENTERTAINMENT RESORTS, INC.
By: /s/ John P. Burke
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Name: John P. Burke
Title: Executive Vice President and Treasurer
Date: July 8, 2005
TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.
By: /s/ John P. Burke
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Name: John P. Burke
Title: Executive Vice President and Treasurer
Date: July 8, 2005
TRUMP ENTERTAINMENT RESORTS FUNDING, INC.
By: /s/ John P. Burke
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Name: John P. Burke
Title: Executive Vice President and Treasurer
Date: July 8, 2005
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EXHIBIT INDEX
No. Description
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10.1 Employment Agreement, dated July 6, 2005, between Trump
Entertainment Resorts, Inc. and Trump Entertainment Resorts
Holdings, L.P. and James B. Perry
99.1 Press Release, dated July 6, 2005
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