Edgar Filing: TRUMP ENTERTAINMENT RESORTS, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 13)

Under the Securities Exchange Act of 1934

TRUMP ENTERTAINMENT RESORTS, INC.
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(Name of Issuer)

Common Stock, par value $0.001 per share
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(Title of Class of Securities)

89816T 10 3
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(CUSIP Number)

Robert M. Pickus
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Trump Entertainment Resorts, Inc.
1000 Boardwalk at Virginia Avenue
Atlantic City, NJ 08401
(609) 449-5570
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

May 10, 2006
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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]

SCHEDULE 13D

---------------------------------- --------------------
CUSIP No. 89816T 10 3 Page 1 of 11 Pages
---------------------------------- --------------------

----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Donald J. Trump
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*

PF
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

[ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
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7 SOLE VOTING POWER

12,042,928
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,407
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
12,042,928
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER

1,407
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,044,335
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)

[ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

30.1%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN
----------- --------------------------------------------------------------------

SCHEDULE 13D

---------------------------------- --------------------
CUSIP No. 89816T 10 3 Page 2 of 11 Pages
---------------------------------- --------------------

----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Trump Casinos, Inc.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

[ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey
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7 SOLE VOTING POWER

0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,407
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER

1,407
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,407
----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)

[ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO
----------- --------------------------------------------------------------------

This Amendment No. 13 to Schedule 13D (this "Amendment") is being filed on
behalf of Mr. Donald J. Trump and Trump Casinos, Inc., a New Jersey corporation
wholly owned by Mr. Trump ("TCI", together with Mr. Trump, the "Reporting
Persons"), and amends the Schedule 13D filed by the Reporting Persons and Trump
Casinos II, Inc., a New Jersey corporation formerly wholly owned by Mr. Trump
("TCII") on June 22, 1995 (the "Initial Schedule 13D"), as amended by Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment
No. 10, Amendment No. 11 and Amendment No. 12 to the Initial Schedule 13D filed
by the Reporting Persons on April 25, 1996, October 16, 1996, March 26, 1997,
April 30, 1999, January 18, 2001, July 3, 2001, August 10, 2001, April 25, 2002,
June 18, 2003, August 12, 2004, January 31, 2005 and May 23, 2005, respectively
(the Initial Schedule 13D, together with all such amendments thereto, this
"Schedule 13D"). This Amendment relates to the common stock, par value $0.001
per share, of Trump Entertainment Resorts, Inc., a Delaware corporation. This
Amendment is being filed pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

The Reporting Persons are making this single joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act. Each Reporting Person disclaims beneficial ownership of all shares
of New Common Stock (as defined in Amendment No. 12 to this Schedule 13D), other
than those reported herein as being owned by it.

Item 2. Identity and Background.

Item 2 is hereby amended by deleting it in its entirety and replacing
it with the following:

(a) This Schedule 13D is being filed by the Reporting Persons. The
Reporting Persons may be deemed to be a group within the meaning of Rule 13d-5.

(b) The business address of Mr. Trump is c/o The Trump Organization,
725 Fifth Avenue, New York, NY 10022. The business address of TCI is 1000
Boardwalk, Atlantic City, NJ 08401.

(c) Mr. Trump's principal occupation is the Chairman of the Board of
Directors, President and Chief Executive Officer of The Trump Organization, a
real estate development company wholly owned by Mr. Trump (the "Development
Company"). Mr. Trump also serves as the Chairman of the Board (as defined in
Amendment No. 12 to this Schedule 13D) of the Restructured Company (as defined
in Amendment No. 12 to this Schedule 13D). The Restructured Company is the sole
general partner of Trump Entertainment Resorts Holdings, L.P., a Delaware
limited partnership (the "Restructured Partnership"), formerly known as Trump
Hotels & Casino Resorts Holdings, L.P. (the "Former Partnership"), and for
purposes of this Schedule 13D, we refer to the Restructured Partnership prior to
the Reverse Stock Split (as defined in Amendment No. 12 to this Schedule 13D) as
the Former Partnership. The Restructured Partnership owns and operates the
following four casino hotels through it subsidiaries: (i) Trump Taj Mahal Casino
Resort, located on the boardwalk in Atlantic City, New Jersey; (ii) Trump Plaza
Hotel and Casino, located on the boardwalk in Atlantic City, New Jersey; and
(iii) Trump

Marina Hotel Casino, located in the marina district of Atlantic City, New
Jersey. The Restructured Company is separate and distinct from Mr. Trump's other
holdings.

TCI is a limited partner of the Restructured Partnership. Mr. Trump is
the sole director, President and Chief Executive Officer of TCI.

(d) Neither of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) Neither of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which the Reporting Person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

(f) Mr. Trump is a citizen of the United States of America. TCI is
organized under the laws of New Jersey.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by adding the following paragraph to the end
thereof:

On May 10, 2006, Mr. Trump exercised his rights to purchase 1,217,933
shares of New Common Stock pursuant to the One Year Warrant (as defined in
Amendment No. 12 to this Schedule 13D). The exercise price for such shares of
New Common Stock was $17,781,821.80, which Mr. Trump paid in cash from his
personal funds.

Item 4. Purpose of Transaction.

Item 4 is hereby amended by deleting the last two paragraphs thereof in
their entirety and replacing such paragraphs with the following:

Pursuant to the One Year Warrant, Mr. Trump had the right to acquire up
to 1,217,933 shares of New Common Stock at any time on or before May 20, 2006
for an exercise price of $14.60 per share. On May 10, 2006, Mr. Trump exercised
the One Year Warrant in full and purchased 1,217,933 shares of New Common Stock
for an aggregate exercise price of $17,781,821.80.

None of the Reporting Persons currently has plans or proposals which
relate to or would result: (a) the acquisition by any person of additional
securities of the Restructured Company, or the disposition of securities of the
Restructured Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Restructured Company or any
of its subsidiaries; (c) a sale or transfer of a material amount of assets of
the Restructured Company or any of its subsidiaries; (d) any change in the
present Board or management of the Restructured Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Restructured Company; (f) any other material change in
the Restructured Company's business or corporate structure; (g) changes in the
Restructured Company's charter, bylaws or instruments corresponding thereto or
any actions which may impede the acquisition or control of the Restructured
Company by any person; (h) causing a class of securities of the Restructured
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer

quotation system of a registered national securities association; (i) a class of
equity securities of the Restructured Company becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.

As previously reported, the Reporting Persons may, from time to time,
effect open market purchases of, and/or exercise their respective rights to
acquire, equity and/or debt securities of the Restructured Company.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended by deleting it in its entirety and replacing
it with the following:

(a), (b) As of the date hereof, the aggregate number and percentage of
shares of New Common Stock beneficially owned by each Reporting Person (assuming
in each case full conversion of its respective Partnership Interests (as defined
in Amendment No. 12 to this Schedule 13D) and, in the case of Mr. Trump, the
exercise of the Ten Year Warrant (as defined in Amendment No. 12 to this
Schedule 13D)), including the number of shares of New Common Stock as to which
such Reporting Person has sole power to vote or direct the vote, shared power to
vote or direct the vote, sole power to dispose or direct the disposition or
shared power to dispose or direct the disposition, are set forth in the table
below.

According to the Restructured Company's Form 10-Q for the quarterly
period ended March 31, 2006, as of May 3, 2006, the outstanding capital stock of

the Restructured Company consisted of 27,993,891 shares of New Common Stock and
900 shares of New Class B Common Stock (as defined in Amendment No. 12 to this
Schedule 13D), which New Class B Common Stock had a voting equivalency of
9,377,484 shares of New Common Stock as of such date.

Number of Number of
Number of Shares with Number of Shares with Aggregate of Adjusted Percent of
Shares with Shared Shares with Shared Shares Number of Shares
Sole Power Power to Sole Power Power to Beneficially Shares Beneficially
Reporting Person to Vote Vote to Dispose Dispose Owned Outstanding(1) Owned (1)
---------------- ------- ---- ---------- ------- ----- -------------- ---------

Donald J. Trump 12,042,928(2) 1,407 (3) 12,042,928 (2) 1,407 (3) 12,044,335 (2)(3) 40,038,226 (4) 30.08%

Trump Casinos, Inc. 0 1,407 (3) 0 1,407 (3) 1,407 (3) 29,215,443 (5) 0.01%

---------------------------

(1) Pursuant to Rule 13d-3 promulgated under the Exchange Act, any
securities not outstanding which are subject to options,
warrants, rights or conversion privileges exercisable with 60
days are deemed to be outstanding for purposes of computing the
percentage of outstanding securities of the class owned by such
person but are not deemed to be outstanding for the purposes of
computing the percentage of any other person.

(2) Consists of (i) 1,220,145 shares of New Common Stock held
directly by Mr. Trump; (ii) 1,446,706 shares of New Common Stock
issuable upon exercise of the Ten Year Warrant, and (iii)
4,821,880 and 4,554,197 shares of New Common Stock issuable upon
the exchange of the Class A Partnership Interests and the Class B
Partnership Interests (as each such term is defined in Amendment
No. 12 to this Schedule 13D), respectively.

(3) Consists of 1,407 shares of New Common Stock issuable upon the
exchange of the Class A Partnership Interests held by TCI.

(4) Consists of all shares of New Common Stock of the Restructured
Company issued and outstanding and all shares of New Common Stock
reserved for issuance and beneficially owned by the Reporting
Persons, including shares issuable upon the exercise of the Ten
Year Warrant and the exchange of the Partnership Interests (and
excludes certain other shares of New Common Stock reserved

-8-

for issuance under the New Class 11 Class A Warrants (as defined
in Amendment No. 12 to this Schedule 13D) exercisable, at the
time of the confirmation of the Reorganization Plan (as defined
in Amendment No. 12 to this Schedule 13D), for up to 2,207,260
shares of New Common Stock of the Restructured Company issued to
holders of Old Common Stock of the Former Company (as each such
term is defined in Amendment No. 12 to this Schedule 13D)
pursuant to the Reorganization Plan and any employee or
management stock option or incentive plan or program adopted by
the Board).

(5) Consists of all shares of New Common Stock of the Restructured
Company issued and outstanding and all shares of New Common Stock
reserved for issuance and beneficially owned by the Reporting
Persons (and excludes shares of New Common Stock reserved for
issuance upon the exercise of the Ten Year Warrant and upon the
exchange of the Partnership Interests held directly by Mr. Trump,
and other shares of New Common Stock reserved for issuance under
the New Class 11 Class A Warrants exercisable, at the time of the
confirmation of the Reorganization Plan, for up to 2,207,260
shares of New Common Stock of the Restructured Company issued to
holders of Old Common Stock of the Former Company pursuant to the
Reorganization Plan and any employee or management stock option
or incentive plan or program adopted by the Board).

(c) Except for the transactions described in Items 3 and 4 above and this
Item 5, during the last sixty days there were no transactions with respect to
the New Common Stock effected by the Reporting Persons.

(d) Except as set forth in this Item 5, no person other than each
respective record owner of securities referred to herein is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities discussed herein.

(e) Not applicable.

-9-

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

Item 6 is hereby amended by adding the following paragraph to the end
thereof:

On May 10, 2006, Mr. Trump exercised the One Year Warrant in full and
purchased 1,217,933 shares of New Common Stock for an aggregate exercise price
of $17,781,821.80. As a result of this exercise, the One Year Warrant is no
longer of any force or effect.

-10-

SIGNATURES

After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.

Dated: May 12, 2006 /s/ Donald J. Trump
-----------------------------
Name: Donald J. Trump

Dated: May 12, 2006 TRUMP CASINOS, INC.

By: /s/ Donald J. Trump
-------------------------
Name: Donald J. Trump
Title: President