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): September 7, 2006
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
On September 7, 2006, Trump Entertainment Resorts Holdings, L.P.
("TERH"), a wholly-owned subsidiary of Trump Entertainment Resorts, Inc. ("TER";
and together with TERH and TER's other subsidiaries, the "Company"), entered
into an employment agreement with Eric Hausler (the "Agreement"). The Agreement
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
by reference herein. Terms not defined herein have the meanings ascribed to them
in the Agreement.
Pursuant to the Agreement, Mr. Hausler has agreed to serve as the
Senior Vice President - Development of TERH, effective as of December 5, 2006,
subject to certain conditions (the "Effective Date"), and will receive an annual
base salary of $350,000 (the "Annual Base Salary"), subject to annual review and
adjustment in accordance with TERH's policies. Mr. Hausler will also receive a
one-time bonus of $250,000 to be paid within ten (10) days of the Effective
Date.
Beginning in 2007, Mr. Hausler will be eligible to receive an annual
incentive bonus equal to an amount ranging from 60% to 100% of the Annual Base
Salary upon achievement of financial parameters approved by the Compensation
Committee of TERH's Board of Directors.
On the Effective Date, Mr. Hausler will receive such number of shares
of restricted stock of the Company's common stock, par value $0.001 per share
(the "Common Stock") as determined by dividing $250,000 by the closing price of
the Common Stock on the Effective Date, with all restrictions lapsing in
one-third increments on each of January 1, 2008, 2009 and 2010. All vesting or
trading restrictions on the Common Stock shall lapse in the event of a Change of
Control (as defined in the Agreement).
Mr. Hausler will be eligible for benefits and perquisites which the
Company provides to its employees generally, as determined by the Company, for
similarly situated executives and reimbursement of relocation expenses pursuant
to the Company's existing policies.
Pursuant to the Agreement, Mr. Hausler is subject to certain
non-competition obligations if he terminates his employment without Good Reason
(as defined in the Agreement) or if TERH terminates Mr. Hausler's employment for
Cause (as defined in the Agreement). In addition, in such circumstances, Mr.
Hausler will be entitled to the remainder his Annual Base Salary and accrued
vacation time through the date of termination of his employment.
Mr. Hausler will be subject to certain non-solicitation obligations
with respect to Company employees and customer for a period of twelve (12)
months after the termination of his employment for any reason, subject to
certain exceptions provided for in the Agreement.
If Mr. Hausler's employment is terminated by the Company Without Cause
(as defined in the Agreement) or by Mr. Hausler with Good Reason (as defined in
the Agreement), Mr. Hausler will be entitled to receive: (i) payment of one
year's Annual Base Salary over such fifty-two (52) week period; (ii) accrued and
unused vacation through the date of termination; (iii) a pro rata performance
bonus for the then current year to be paid in the following year when bonuses
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are normally distributed by the Company; and (iv) any cash payments or
restricted shares that Mr. Hausler would have been entitled to receive under the
Equity Compensation Plan (as described in Exhibit A to the Agreement and
summarized below) as if he were still employed. If Mr. Hausler's employment is
terminated by the Company Without Cause or by Mr. Hausler with Good Reason,
following a Change of Control (as defined in the Agreement) or within six (6)
months following a Change of Control with Special Circumstances) (as defined in
the Agreement), then Mr. Hausler may, at his option and in lieu of the benefits
described in (i), (ii) and (iii) above, elect to receive a lump-sum payment in
cash in an amount equal to two (2) times the Annual Base Salary, plus the actual
annual incentive plan bonus paid to Mr. Hausler in the prior calendar year to be
paid within thirty (30) days following the termination of his employment. All
payments described in this paragraph are subject to the Company receiving a
Release (as defined in the Agreement) from Mr. Hausler.
Pursuant to the Equity Compensation Plan attached as Exhibit A to the
Agreement, Mr. Hausler will receive, for successfully negotiated development
transactions, 1.5% of the Company's equity value on completed deals (excluding
the Company's current Atlantic City operations and the proposed TrumpStreet
Philadelphia, Pennsylvania project). The method of compensation for these
transactions will be based in restricted shares with a three year vesting
period. In addition, for fee-based transactions which may include licensing
agreements or management contracts, Mr. Hausler will receive 10% of the first
year fees paid in cash over three years.
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 September 12, 2006.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
10.1 Employment Agreement between Trump Entertainment Resorts
Holdings, L.P. and Eric Hausler.
99.1 Press Release, dated September 12, 2006
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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: September 13, 2006
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