0000928475-11-000198.txt : 20110826
0000928475-11-000198.hdr.sgml : 20110826
20110826171734
ACCESSION NUMBER: 0000928475-11-000198
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110826
DATE AS OF CHANGE: 20110826
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Tropicana Entertainment Inc.
CENTRAL INDEX KEY: 0001476246
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 270540158
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-85365
FILM NUMBER: 111060733
BUSINESS ADDRESS:
STREET 1: 3930 HOWARD HUGHES PARKWAY
STREET 2: 4TH FLOOR
CITY: LAS VEGAS
STATE: NV
ZIP: 89169
BUSINESS PHONE: 702-589-3888
MAIL ADDRESS:
STREET 1: 3930 HOWARD HUGHES PARKWAY
STREET 2: 4TH FLOOR
CITY: LAS VEGAS
STATE: NV
ZIP: 89169
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ICAHN CARL C
CENTRAL INDEX KEY: 0000921669
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-702-4300
MAIL ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER COMPANY:
FORMER CONFORMED NAME: ICAHN CARL C ET AL
DATE OF NAME CHANGE: 19950612
SC 13D/A
1
tropsch13damd382611.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Tropicana Entertainment Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
89708X 105
(CUSIP Number)
Keith Schaitkin, Deputy General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4380
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 26, 2011
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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
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).
SCHEDULE 13D
CUSIP No. 89708X 105
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
16,220,550
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
16,220,550
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,220,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.65%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 89708X 105
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
16,220,550
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
16,220,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,220,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.65%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 89708X 105
1. NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
16,220,550
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
16,220,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,220,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.65%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 89708X 105
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
16,220,550
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
16,220,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,220,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.65%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on March
9, 2010 by the Reporting Persons and certain affiliates thereof and as amended
by Amendments No 1 and No. 2 thereto (as amended, the "Schedule 13D") with
respect to the shares of Common Stock, par value $0.01 (the "Shares"), issued by
Tropicana Entertainment Inc. (the "Issuer") is hereby amended to furnish the
additional information set forth herein. All capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by adding the
following:
The Reporting Persons hold, in the aggregate, 16,220,550 Shares. The
aggregate purchase price of the Shares purchased by the Reporting Persons since
August 22, 2011, the date of the last Schedule 13D filed by the Reporting
Persons in respect of the Shares was approximately $8.0 million (including
commissions to purchase Shares). The source of funding for the purchase of these
Shares was the general working capital of the purchaser.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended by hereby adding the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 16,220,550 Shares, representing approximately 61.65% of the Issuer's
outstanding Shares (based upon the 26,312,500 Shares stated to be outstanding as
of July 25, 2011 according to the Issuer's Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2011).
(b) Icahn Enterprises Holdings has sole voting power and sole dispositive
power with regard to 16,220,550 Shares. Each of Icahn Enterprises GP, Beckton
and Mr. Icahn has shared voting power and shared dispositive power with regard
to such Shares. Each of Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue
of their relationships to Icahn Enterprises Holdings (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which Icahn Enterprises Holdings directly
beneficially owns. Each of Icahn Enterprises GP, Beckton and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected since August 22, 2011, the date of the last Schedule 13D filed by the
Reporting Persons in respect of the Shares, inclusive of any transactions
effected through 5:00 p.m., New York City time, on August 26, 2011. Except as
otherwise noted below, all such transactions were purchases of Shares effected
in the open market, and the table includes commissions paid in per share prices.
Name of Date of No. of Shares Purchase Price Per
Reporting Person Transaction Purchased Share (U.S.$)
----------------- ----------- --------- --------------
Icahn Enterprises
Holdings August 26, 2011 557,615 14.35
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: August 26, 2011
BECKTON CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN