UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
TRUMP ENTERTAINMENT RESORTS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
89816T103
(CUSIP Number)
JUNE 15, 2006
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 13 Pages
SCHEDULE 13G
CUSIP NO. 880915103 PAGE 2 OF 13 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.
98-0418059
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 1,596,594
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,596,594
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,596,594
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.7%
12 Type of Reporting Person (See Instructions)
OO
CUSIP NO. 880915103 PAGE 3 OF 13 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ANCHORAGE ADVISORS, L.L.C.
20-0042271
2 Check the Appropriate Box If a Member of a Group (See Instructions)
c. [ ]
d. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,596,594
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,596,594
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,596,594
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.7%
12 Type of Reporting Person (See Instructions)
OO, IA
CUSIP NO. 880915103 PAGE 4 OF 13 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
20-0042478
2 Check the Appropriate Box If a Member of a Group (See Instructions)
e. [ ]
f. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,596,594
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,596,594
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,596,594
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.7%
12 Type of Reporting Person (See Instructions)
OO; HC
CUSIP NO. 880915103 PAGE 5 OF 13 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ANTHONY L. DAVIS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,596,594
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,596,594
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,596,594
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.7%
12 Type of Reporting Person (See Instructions)
IN; HC
CUSIP NO. 880915103 PAGE 6 OF 13 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
KEVIN M. ULRICH
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CANADA
5 Sole Voting Power
Number of 1,596,594
Shares
Beneficially 6 Shared Voting Power
Owned By
Each
Reporting 7 Sole Dispositive Power
Person 1,596,594
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,596,594
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.7%
12 Type of Reporting Person (See Instructions)
IN; HC
CUSIP NO. 880915103 PAGE 7 OF 13 PAGES
ITEM 1(A) NAME OF ISSUER:
Trump Entertainment Resorts Inc. (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey 08401
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Anchorage Capital Masters Offshore, Ltd. ("Anchorage Offshore");
ii) Anchorage Advisors, L.L.C. ("Advisors");
iii) Anchorage Advisors Management, L.L.C. ("Management");
iv) Anthony L. Davis ("Mr. Davis"); and
v) Kevin M. Ulrich ("Mr. Ulrich").
This statement related to Shares (as defined herein) held for the account
of Anchorage Offshore. Advisors is the investment advisor to Anchorage Offshore.
Management is the sole managing member of Advisors. Mr. Davis is the President
of Advisors and a managing member of Management, and Mr. Ulrich is the Chief
Executive Officer of Advisors and the other managing member of Management.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of Anchorage Offshore,
Advisors, Management and Messrs. Davis and Ulrich is 610 Broadway, 6th Floor,
New York, NY 10012.
ITEM 2(C) CITIZENSHIP:
1) Anchorage Offshore is a Cayman Islands exempted company
incorporated with limited liability;
2) Advisors is a Delaware limited liability company;
3) Management is a Delaware limited liability company;
4) Mr. Davis is a citizen of the United States; and
5) Mr. Ulrich is a citizen of Canada.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share (the "Shares").
CUSIP NO. 880915103 PAGE 8 OF 13 PAGES
ITEM 2(E) CUSIP NUMBER:
89816T103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the date hereof, each of the Reporting Persons may be deemed to be
the beneficial owner of 1,596,594 Shares.
ITEM 4(B) PERCENT OF CLASS:
According to the Issuer's most recent Quarterly Report on Form 10-Q for
the quarter ended March 31, 2006, the number of Shares outstanding as of May
3, 2006 was 27,993,891. Each of the Reporting Persons may be deemed to be the
beneficial owner of approximately 5.7% of the total number of Shares
outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
ANCHORAGE OFFSHORE
(i) Sole power to vote or direct the vote 1,596,594
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,596,594
(iv) Shared power to dispose or to direct the disposition of 0
ADVISORS
Sole power to vote or direct the vote 1,596,594
Shared power to vote or to direct the vote 0
Sole power to dispose or to direct the disposition of 1,596,594
Shared power to dispose or to direct the disposition of 0
CUSIP NO. 880915103 PAGE 9 OF 13 PAGES
MANAGEMENT
Sole power to vote or direct the vote 1,596,594
Shared power to vote or to direct the vote 0
Sole power to dispose or to direct the disposition of 1,596,594
Shared power to dispose or to direct the disposition of 0
MR. DAVIS
(i) Sole power to vote or direct the vote 1,596,594
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,596,594
(iv) Shared power to dispose or to direct the disposition of 0
MR. ULRICH
(i) Sole power to vote or direct the vote 1,596,594
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,596,594
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
The investors in Anchorage Offshore have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held for
the account of Anchorage Offshore in accordance with their respective ownership
interests in Anchorage Offshore.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
CUSIP NO. 880915103 PAGE 10 OF 13 PAGES
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to the best
of such person's knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
CUSIP NO. 880915103 PAGE 11 OF 13 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: June 23, 2006 ANCHORAGE CAPITAL MASTER OFFSHORE LTD.
By: /s/ Kevin M. Ulrich
-----------------------------------------------------
Name: Kevin M. Ulrich
Title: Director
Date: June 23, 2006 ANCHORAGE ADVISORS, L.L.C.
By: Anchorage Advisors Management, L.L.C.,
its Managing Member
By: /s/ Anthony L. Davis
------------------------------------------------
Name: Anthony L. Davis
Title: Managing Member
Date: June 23, 2006 ANCHORAGE ADVISORS MANAGEMENT, LLC
By: /s/ Anthony L. Davis
--------------------------------------------------------
Name: Anthony L. Davis
Title: Managing Member
Date: June 23, 2006 ANTHONY L. DAVIS
/s/ Anthony L. Davis
--------------------------------------------------------------
Date: June 23, 2006 KEVIN M. ULRICH
/s/ Kevin M. Ulrich
--------------------------------------------------------------
CUSIP NO. 880915103 PAGE 12 OF 13 PAGES
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of June 23, 2006, by and among the Reporting Persons.....
12
CUSIP NO. 880915103 PAGE 13 OF 13 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the common shares, without par value, of Trump Entertainment Resorts
Inc., dated as of June 23, 2006, is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934.
Date: June 23, 2006 ANCHORAGE CAPITAL MASTER OFFSHORE LTD.
By: /s/ Kevin M. Ulrich
-----------------------------------------------------
Name: Kevin M. Ulrich
Title: Director
Date: June 23, 2006 ANCHORAGE ADVISORS, L.L.C.
By: Anchorage Advisors Management, L.L.C.,
its Managing Member
By: /s/ Anthony L. Davis
------------------------------------------------
Name: Anthony L. Davis
Title: Managing Member
Date: June 23, 2006 ANCHORAGE ADVISORS MANAGEMENT, LLC
By: /s/ Anthony L. Davis
--------------------------------------------------------
Name: Anthony L. Davis
Title: Managing Member
Date: June 23, 2006 ANTHONY L. DAVIS
/s/ Anthony L. Davis
--------------------------------------------------------------
Date: June 23, 2006 KEVIN M. ULRICH
/s/ Kevin M. Ulrich
--------------------------------------------------------------