0000315066-12-003093.txt : 20120214
0000315066-12-003093.hdr.sgml : 20120214
20120214122400
ACCESSION NUMBER: 0000315066-12-003093
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Tropicana Las Vegas Hotel & Casino, Inc.
CENTRAL INDEX KEY: 0001479046
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 270455607
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-86025
FILM NUMBER: 12606332
BUSINESS ADDRESS:
STREET 1: 3801 LAS VEGAS BLVD., SOUTH
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
BUSINESS PHONE: (702) 739-3530
MAIL ADDRESS:
STREET 1: 3801 LAS VEGAS BLVD., SOUTH
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FMR LLC
CENTRAL INDEX KEY: 0000315066
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 061209781
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 82 DEVONSHIRE ST
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 6175706339
MAIL ADDRESS:
STREET 1: 82 DEVONSHIRE STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: FMR CORP
DATE OF NAME CHANGE: 19920717
SC 13G/A
1
filing.txt
SCHEDULE 13G
Amendment No. 1
Tropicana Las Vegas Hotel and Casino, Inc.
Class A Common Stock
Cusip #897085106
Cusip #897085106
Item 1: Reporting Person - FMR LLC
Item 2(a): Yes
Item 4: Delaware
Item 5: 0
Item 6: 12,101,822
Item 7: 48,650
Item 8: 12,101,822
Item 9: 12,101,822
Item 11: 100.000%
Item 12: HC
Cusip #897085106
Item 1: Reporting Person - Edward C. Johnson 3d
Item 2(a): Yes
Item 4: United States of America
Item 5: 0
Item 6: 12,101,822
Item 7: 48,650
Item 8: 12,101,822
Item 9: 12,101,822
Item 11: 100.000%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Tropicana Las Vegas Hotel and Casino,
Inc.
Item 1(b). Name of Issuer's Principal Executive Offices:
160 Pacific Avenue
Suite 222
San Francisco, CA 94111
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
897085106
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
As more fully described in the Form 10-12G/A filed by
Tropicana Las Vegas Hotel and Casino, Inc. (the "Company")
on May 28, 2010, all of the Company's stockholders are a
party to that certain Stockholders' Agreement, dated as of July
1, 2009 (the "Stockholders' Agreement"), which contains
certain agreements as to voting. As a result, all of the
Company's stockholders may be deemed to be a group for the
purposes of Section 13 of the Securities and Exchange Act of
1934, as amended, with each of such stockholders being
deemed to have beneficial ownership of all of the shares
owned by the group. However, except as otherwise noted,
each of the Company's stockholders disclaims beneficial
ownership of shares of the Company's capital stock not held
directly by such stockholder. As of December 31, 2011,
Fidelity Advisor Series I: Fidelity Advisor Floating Rate High
Income Fund ("Fidelity Advisor Floating Rate High Income
Fund") owned 48,650 Class A Common shares, or 1.063% of
the Class A common stock outstanding and less than 1% of the
Class A common stock assuming full conversion of all shares
of Preferred Stock into Class A common stock at an exchange
ratio of 4:1. The exchange ratio may increase to the extent
dividends on the Preferred Stock accrue and are unpaid.
Fidelity Advisor Fidelity Advisor Floating Rate High Income
Fund is a series of an open-end investment company registered
under the Investment Company Act of 1940 and advised by
Fidelity Management & Research Company, a wholly-owned
subsidiary of FMR LLC and an investment adviser registered
under the Investment Advisers Act of 1940. Fidelity Advisor
Floating Rate High Income Fund is the record owner of the
shares and FMR LLC has reported that it does not have a
pecuniary interest in such shares.
(a) Amount Beneficially Owned: 12,101,822
(b) Percent of Class: 100.000%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 0
(ii) shared power to vote or to
direct the vote: 12,101,822
(iii) sole power to dispose or to
direct the disposition of: 48,650
(iv) shared power to dispose or to
direct the disposition of: 12,101,822
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 13, 2012
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 48,650 shares or 1.063% of
the Class A Common Stock outstanding of Tropicana Las
Vegas Hotel and Casino, Inc. ("the Company") as a result of
acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940.
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 48,650 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 13, 2012, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the Class
A Common Stock of Tropicana Las Vegas Hotel and Casino,
Inc. at December 31, 2011.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel