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):
July 14, 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 RESORTS 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 19, 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 an employment agreement with Mark Juliano (the "Juliano Employment
Agreement"). A description of the material terms of the Juliano 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 Juliano
Employment Agreement, which is included as Exhibit 10.1 hereto, is incorporated
by reference into this Item 1.01.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On July 14, 2005, Mark A. Brown resigned, effective July 31, 2005, from
his positions as (i) President and Chief Executive Officer of the Company's
Casino Operations Group, (ii) President and Chief Executive Officer of Trump
Plaza Associates, LLC, Trump Taj Mahal Associates, LLC, Trump Marina Associates,
LLC and Trump Indiana, Inc. (collectively, the "Trump Entities") and (iii) Chief
Operating Officer of Trump Taj Mahal Associates, LLC.
In connection with Mr. Brown's resignation, the employment agreement,
dated March 16, 1998, as amended (the "Brown Employment Agreement") between Mr.
Brown and the Trump Entities will be terminated effective as of July 31, 2005.
The Brown Employment Agreement had been scheduled to expire on December
31, 2006 (the "Termination Date"). The Company intends to fulfill its financial
obligations through the Termination Date.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
James B. Perry
Effective July 19, 2005, James B. Perry, the Company's Chief Executive
Officer and Director of TER's Board of Directors (the "Board"), was appointed as
President of the Company.
Mark Juliano
Effective as of August 8, 2005 (the "Effective Date"), Mark Juliano
will become the Chief Operating Officer of the Company pursuant to the Juliano
Employment Agreement. Mr. Juliano, age 50, served as President of Boardwalk
Regency Corporation d/b/a Caesars Atlantic City from 1994 to 1999. From March
1999 to October 2001, Mr. Juliano served as President of Mirage Atlantic City
Corporation. From October 2001 to February 2003, Mr. Juliano served as Chairman
of the Board of Directors of Atlantic City Convention and Visitors Authority.
Since February 2003, Mr. Juliano has been President of Desert Palace, Inc. d/b/a
Caesars Palace.
Under the Juliano Employment Agreement, Mr. Juliano will receive an
annual base salary of at least $775,000 (the "Annual Base Salary"). Mr. Juliano
will also receive a bonus for fiscal year 2005 of $300,000 to be paid within 15
3
days of the Effective Date. Commencing in fiscal year 2006, Mr. Juliano will be
eligible to receive a cash performance bonus (the "Performance Bonus"). The
Performance Bonus will be based on the achievement of performance targets set by
the Compensation Committee of the Board. The Performance Bonus will be at least
60% of Mr. Juliano's Annual Base Salary if he meets the minimum performance
targets (the "Target Bonus") and a maximum of up to 100% of Mr. Juliano's Annual
Base Salary for exceptional performance.
Mr. Juliano is eligible to participate in the Company's Long Term
Compensation Plan(s), as established by the Board or its Compensation Committee
from time to time. In addition, immediately upon establishment of an equity
compensation plan, Mr. Juliano will receive (i) an initial grant of 90,000
restricted shares of the Company's common stock, with all restrictions lapsing
in one-third increments on each of July 31, 2006, 2007 and 2008, and (ii) an
initial stock option grant of 300,000 shares, with an exercise price equal to
the fair market value of the shares on the date of execution of the Juliano
Employment Agreement, vesting in one-third increments on each of July 31, 2008,
2009 and 2010. All awards are subject to the requirement that Mr. Juliano be
employed by the Company on each vesting date. If an equity compensation plan is
not established by any of the vesting dates specified above, Mr. Juliano is
entitled to receive an alternative cash award within 15 days of any vesting date
in an amount equal to the then value of each restricted share that would have
vested, plus the then fair market value of one share of common stock of the
Company less the fair market value of one share of Common Stock of the Company
on the date of execution of the Juliano Employment Agreement for each option
vested.
If Mr. Juliano's employment is terminated by the Company "Without
Cause" (as defined in the Juliano Employment Agreement) or by Mr. Juliano with
"Good Reason" (as defined in the Juliano Employment Agreement), Mr. Juliano will
be entitled to (i) receive over a period of fifty-two (52) weeks, payment of (A)
Salary Continuation, plus paid time off earned and unused through the Separation
Date (as defined in the Juliano Employment Agreement) and (B) a pro rata bonus
for the then current year based on performance of the Company, paid in the
following year when bonuses are normally distributed, (ii) health and dental
participation, but not eligibility for the Company's Long Term Disability Plan,
if any, (iii) at the Company's expense, executive outplacement services being
provided at that time to terminated executives at his grade level, (iv)
exercise, for a period of one year, all vested option grants (and those that
become vested) during the Salary Continuation Period (as defined in the Juliano
Employment Agreement) and (v) the receipt of a release from the Company. The
foregoing payments are all subject to Mr. Juliano executing a Release (as
defined in the Juliano Employment Agreement).
If Mr. Juliano is terminated following a Change of Control (as defined
in the Juliano Employment Agreement), Mr. Juliano will receive, subject to his
execution of release, a lump sum payment in cash within thirty (30) days of the
Separation Date (as defined in the Juliano Employment Agreement), equal to two
(2) times the sum of Mr. Juliano's Annual Base Salary and the Target Bonus. In
addition, if Mr. Juliano is terminated following a Change of Control, all equity
stock awards will immediately vest.
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Scott C. Butera
On July 19, 2005, Scott C. Butera was appointed as Chief Strategic
Officer of the Company and terminated his positions as the Company's President
and Chief Operating Officer.
Mark A. Brown
On July 14, 2005, Mark A. Brown resigned, effective July 31, 2005, from
his positions as (i) President and Chief Executive Officer of the Company's
Casino Operations Group, (ii) President and Chief Executive Officer of Trump
Entities and (iii) Chief Operating Officer of Trump Taj Mahal Associates, LLC.
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 19, 2005.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
10.1 Employment Agreement, dated July 19, 2005, between Trump
Entertainment Resorts, Inc. and Trump Entertainment Resorts
Holdings, L.P. and Mark Juliano
99.1 Press Release, dated July 19, 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 20, 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 20, 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 20, 2005
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EXHIBIT INDEX
No. Description
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10.1 Employment Agreement, dated July 19, 2005, between Trump Entertainment
Resorts, Inc. and Trump Entertainment Resorts Holdings, L.P. and Mark
Juliano
99.1 Press Release, dated July 19, 2005
7