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):
May 8, 2007
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
As previously disclosed on May 3, 2007, Mr. Wallace B. Askins has resigned
from the Board of Directors (the "Board") of Trump Entertainment Resorts, Inc.
(the "Company"), effective May 2, 2007. In accordance with the Nasdaq Stock
Market ("Nasdaq") Marketplace Rules, on May 8, 2007 the Company gave Nasdaq
notice that the vacancy caused by Mr. Askins' resignation left the Audit
Committee with two members, which does not satisfy the requirement of Nasdaq
Marketplace Rule 4350(d)(2) that a listed company have a three member audit
committee, and that the Company would rely on the temporary cure provision of
Rule 4350(d)(4)(B) until the vacancy was filled.
On May 10, 2007, the Company received notice from Nasdaq noting that the
Company no longer complies with Nasdaq's requirement to have at least three
audit committee members and confirming that the Company could rely on the cure
provision of Rule 4350(d)(4) in having only two members on its audit committee
for the period provided by such rule, which is the earlier of the Company's next
annual meeting of stockholders or one year. The Company anticipates filling the
vacancy on the Audit Committee so as to again have a three-member committee in
the near future. In accordance with Nasdaq requirements, the Company on May 11,
2007 issued a press release concerning this matter, a copy of which is attached.
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 the Company on May 11, 2007.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
99.1 Press Release issued by Trump Entertainment Resorts, Inc. on May
11, 2007
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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: May 14, 2007
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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