CUSIP No. 897085106
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Page 2 of 9
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1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Trustees of General Electric Pension Trust
I.R.S. # 14-6015763
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) x
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(b) o
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3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of New York | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF
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13,000 shares | ||||
SHARES
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6. | SHARED VOTING POWER | |||
BENEFICIALLY
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|||||
OWNED BY
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9,717,825 shares
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EACH
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7. | SOLE DISPOSITIVE POWER | |||
REPORTING
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|||||
PERSON
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13,000 shares | ||||
WITH:
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8. | SHARED DISPOSITIVE POWER | |||
9,717,825 shares
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9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,717,825
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10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o
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11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
100.0%*
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12. | TYPE OF REPORTING PERSON(See Instructions) | ||||
EP |
*
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Percentage calculated on the basis of 9,717,825 shares of Class A Common Stock issued and outstanding on December 31, 2010
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CUSIP No. 897085106
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Page 3 of 9
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1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GE Capital Debt Advisors LLC, as investment manager of General Electric Pension Trust
I.R.S. # 26-3487861
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) x
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(b) o
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3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Delaware | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF
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13,000 shares | ||||
SHARES
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6. | SHARED VOTING POWER | |||
BENEFICIALLY
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|||||
OWNED BY
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9,717,825 shares
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||||
EACH
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7. | SOLE DISPOSITIVE POWER | |||
REPORTING
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|||||
PERSON
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13,000 shares | ||||
WITH:
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8. | SHARED DISPOSITIVE POWER | |||
9,717,825 shares
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|||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,717,825 shares
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|||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o
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|||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
100.0%* | |||||
12. | TYPE OF REPORTING PERSON(See Instructions) | ||||
IA |
*
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Percentage calculated on the basis of 9,717,825 shares of Class A Common Stock issued and outstanding on December 31, 2010
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CUSIP No. 897085106
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Page 4 of 9
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1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Electric Company
I.R.S. # 14-0689340
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) |
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(a) x
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(b) o
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3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of New York | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF
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Disclaimed | ||||
SHARES
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6. | SHARED VOTING POWER | |||
BENEFICIALLY
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|||||
OWNED BY
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9,717,825 shares | ||||
EACH
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7. | SOLE DISPOSITIVE POWER | |||
REPORTING
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|||||
PERSON
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Disclaimed | ||||
WITH:
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8. | SHARED DISPOSITIVE POWER | |||
9,717,825 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,717,825
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|||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o
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|||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
100.0%* | |||||
12. | TYPE OF REPORTING PERSON(See Instructions) | ||||
CO |
*
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Percentage calculated on the basis of 9,717,825 shares of Class A Common Stock issued and outstanding on December 31, 2010
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CUSIP No. 897085106
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Page 5 of 9
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Item 1(a)
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Name of Issuer
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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Item 2(a)
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Name of Person Filing
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
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GEPT: 3001 Summer Street, Stamford, CT 06904
GECDA: 201 Merritt 7, Norwalk, CT 06851
GE: 3135 Easton Turnpike, Fairfield, CT 06828
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Item 2(c)
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Citizenship
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Item 2(d)
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Title of Class of Securities
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Item 2(e)
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CUSIP Number
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13-2(b) or (c), check whether the person filing is a:
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(a) o
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Broker or Dealer registered under Section 15 of the Act (15 U.S.C.78o)
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(b) o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.78c)
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(c) o
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.78c)
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(d) o
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Investment Company registered under Section 8 of the Investment Company Act of 1940 (U.S.C.80a-8)
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(e) o
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An Investment Adviser in accordance with §240.13-1(b)(1)(ii)(E)
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(f) o
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An Employee Benefit Plan or Endowment Fund in accordance with §240.13d-1(b)(1)(ii)(F)
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(g) o
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A Parent Holding Company or Control Person in accordance with §240.13d-1(b)(1)(ii)G)
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(h) o
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A Savings Association as defined in Section 3(b) of the federal Deposit Insurance Act (U.S.C. 1813)
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(i) o
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A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
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(j) o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J)
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CUSIP No. 897085106
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Page 6 of 9
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Item 4
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Ownership
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Class A Common
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Preferred Stock
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Class A Common Assuming Full Conversion of Preferred Stock
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Shares
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Percent
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Shares
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Percent
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Shares
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Percent
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Trilliant Gaming Nevada Inc.(a)
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2,916,221
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64.3%
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1,049,659
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81.0%
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7,114,857
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73.2%
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Wells Fargo & Company(b)
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537,800
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11.9
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140,598
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10.9
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1,100,192
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11.3
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H/2 Special Opportunities Ltd.(c)
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290,833
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6.4
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89,566
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6.9
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649,097
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6.7
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Embassy & Co.
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120,000
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2.6
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— | — |
120,000
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1.2
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Aozora Bank Ltd.
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110,000
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2.4
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— | — |
110,000
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1.1
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DeBello Investors LLC(d)
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50,000
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1.1
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14,070
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1.1
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106,280
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1.1
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Community Bank of Nevada
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100,000
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2.2
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— | — |
100,000
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1.0
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Pacific Investment Management Company LLC(e)
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100,000
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2.2
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— | — |
100,000
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1.0
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Fidelity ADV Series I: Fidelity Advisors Floating Rate High Income Fund(f)
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48,650
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1.1
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— | — |
48,650
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*
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Deutsche Bank(g)
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37,761
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*
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— | — |
37,761
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*
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Newcastle CDO IX I Ltd.
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30,000
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*
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— | — |
30,000
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*
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Credit Suisse Candlewood Special Situations Fund LP
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20,138
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*
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1,692
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* |
20,138
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*
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Harch CLO III Limited
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20,000
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*
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— | — |
20,000
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*
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Pacific Select FN High YLD BND
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20,000
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*
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— | — |
20,000
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Atlantis Funding Ltd.
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16,082
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*
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— | — |
16,082
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*
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US Bank NA(h)
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14,000
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*
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— | — |
14,000
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*
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General Electric Pension Trust(i)
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13,000
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*
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— | — |
13,000
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*
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Endurance CLO I Ltd.
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10,000
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*
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— | — |
10,000
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*
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Light Point CLO 2004-1 (NY)
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10,000
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*
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— | — |
10,000
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*
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Ocean Trails CLO I
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10,000
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*
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— | — |
10,000
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*
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Ocean Trails CLO lI
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10,000
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*
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— | — |
10,000
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*
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WG Horizons CLO 1
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10,000
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*
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— | — |
10,000
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*
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Whitehorse V Ltd.
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10,000
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*
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— | — |
10,000
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*
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Prospero CLO II BV
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8,000
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*
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— | — |
8,000
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*
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Cumberland Il CLO Ltd.
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5,000
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*
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— | — |
5,000
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*
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CUSIP No. 897085106
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Page 7 of 9
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Lehman Commercials Paper Inc.
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5,000
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*
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— | — |
5,000
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* |
Louisiana State Employees Retirement Fund
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5,000
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*
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— | — |
5,000
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*
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Judy A. Mencher | 4,000 | * | — | — | 4,000 | * |
John Redmond | 4,000 | * | — | — | 4,000 | * |
Total:
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4,535,485 | 100.0% | 1,295,585 | 100.0% | 9,717,825 | 100.00% |
(a)
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Consists of shares held by Onex Armenco Gaming I LP (1,854,331 shares of Class A Common and 667,446 shares of Preferred Stock), Onex Armenco Gaming II LP (64,550 shares of Class A Common and 23,234 shares of Preferred Stock), Onex Armenco Gaming III LP (68,671 shares of Class A Common and 24,717 shares of Preferred Stock), Onex Armenco Gaming IV LP (44,088 shares of Class A Common and 15,870 shares of Preferred Stock), Onex Armenco Gaming V LP (68,671 shares of Class A Common and 24,717 shares of Preferred Stock), Onex Armenco Gaming VI LP (38,456 shares of Class A Common and 13,841 shares of Preferred Stock), Onex Armenco Gaming VII LP (30,408 shares of Class A Common and 10,945 shares of Preferred Stock), Onex Armenco Gaming IX LP (26,817 shares of Class A Common and 9,652 shares of Preferred Stock) and Onex Armenco Gaming X LP (651,558 shares of Class A Common and 234,520 shares of Preferred Stock) and Onex Armenco Gaming XI LP (68,671 shares of Class A Common and 24,717 shares of Preferred Stock). Trilliant Gaming is the general partner of, and controls all voting and investment decision of, each of the Onex Armenco Gaming entities. Each of Mr. Alex Yemenidjian, the Company’s Chairman, Chief Executive Officer and President, Mr. Timothy Duncanson, one of the Company’s directors, and Mr. Gerald Schwartz, the Chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming. A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz sets forth the rights of each of them with respect to control of Trilliant Gaming and, in turn, the securities of the Company owned by the Onex Armenco Gaming Entities. The Onex Armenco Gaming Entities were formed by entities affiliated with Onex Corporation. As a result, Trilliant Gaming and, in turn, Messrs. Yemenidjian, Duncanson and Schwartz, may be deemed to have beneficial ownership of the shares of Class A Common held by the Onex Armenco Gaming entities, but disclaim beneficial ownership of shares held by parties other than these entities. Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(b)
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Consists of shares held by The Foothill Group, Inc. (502,800 shares of Class A Common and 130,757 shares of Preferred Stock), and shares held by various funds managed by Wells Capital Management (35,000 shares of Class A Common and 9,841 shares of Preferred Stock). Foothill is a wholly-owned subsidiary of Wells Fargo & Co., or Wells Fargo, a diversified financial services company. As a result, Wells Fargo may be deemed to have beneficial ownership of shares of our company held by Foothill. Wells Capital Management, a wholly-owned subsidiary of Wells Fargo, is a registered investment advisor and may be deemed to have beneficial ownership of shares of our company held by various funds managed by it due to it having voting and investment control over such shares. Wells Fargo disclaims beneficial ownership of shares of our company beneficially owned by Wells Fargo Capital Management. Except as described above, each of these entities disclaims beneficial ownership of shares held by any party other than itself.
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(c)
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H/2 Special Opportunities Ltd. (“H/2”) is wholly-owned by H/2 Special Opportunities L.P. (“H/2 LP”). By virtue of his status as the managing member of H/2 SOGP LLP (“H/2 GP”)), Spencer Haber may be deemed to be the beneficial owner of the shares of the Company held directly by H/2 SO, which shares may also be deemed to be beneficially owned by H/2 GP and H/2 LP.
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(d)
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Wexford Capital LP is the manager of Debello LLC and, as a result, may be deemed to have beneficial ownership of the securities held by Debello. Further, Wexford GP LLC, as the general partner of Wexford Capital LP, and each of Charles E. Davidson and Joseph M. Jacobs, as controlling persons of Wexford GP LLC, may also be deemed to have beneficial ownership of the securities held by Debello. Wexford Capital LP, Wexford GP and Messrs. Davidson and Jacobs share the power to vote and dispose of the interests in the securities beneficially owned by Debello. Each of Wexford Capital, Wexford GP and Messrs. Davidson and Jacobs disclaims beneficial ownership of the securities owned by Debello except, in the case of Messrs. Davidson and Jacobs, to the extent of their interests in the members of Debello LLC.
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(e)
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Consists of shares of Class A Common held by Mayport CLO, Ltd. (10,000 shares), Pimco Floating Income Fund (50,000 shares), Pimco Cayman Bank Loan Fund (10,000 shares), Portolo CLO Ltd. (20,000 shares) and Southport CLO Ltd. (10,000 shares). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(f)
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Fidelity Advisors Series I; Fidelity Advisor Floating Rate High Income Fund (“Fidelity Advisors Series I”) is 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 advisor registered under the Investment Advisors Act of 1940. Fidelity Advisor Series I is the record owner of the shares reported but has reported that it does not have a pecuniary interest in such shares.
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(g)
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Consists of shares of Class A Common Held by Bridgeport CLO Ltd. (6,323 shares), Burr Ridge CLO Plus Ltd. (3,823 shares), Forest Creek CLO Ltd. (3,823 shares), Genesis CLO 2007-1 Ltd. (3,500 shares), Long Grove CLO Ltd. (5,000 shares), Market Square CLO Ltd. (3,823 shares), Marquette Park CLO Ltd. (3,823 share), Rosemont CLO Ltd. (3,823 shares) and Schiller Park CLO Ltd. (3,823 shares). Each of these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(h)
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Consists of shares of Class A Common held by Veritus CLO Ltd. (6,000 shares) and Veritas CLO II Ltd. (8,000 shares). Each of the these entities disclaims beneficial ownership of shares held by parties other than these entities.
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(i)
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GE Capital Debt Advisors (“GECDA”) is an investment manager of General Electric Pension Trust (“GEPT”). GECDA shares voting and dispositive power over the shares reported and may be deemed to be the beneficial owner of such shares. Though GEPT has 100% pecuniary interest in the shares reported.
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(a)
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Amount beneficially owned: |
9,171,825 shares
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(b)
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Percentage of Class: |
100.0%
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(c)
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Number of shares as to which the person has: |
(i)
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Sole power to vote or direct the vote: 13,000 shares
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(ii)
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Shared power to vote or to direct the vote: 9,717,825 shares*
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(iii)
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Sole power to dispose or to direct the disposition of: 13,000 shares
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(iv)
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Shared power to dispose or to direct the disposition of: 9,717,825 shares*
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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CUSIP No. 897085106
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Page 8 of 9
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding shares of Class A Common.
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Item 8
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Identification and Classification of Members of the Group
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See Introductory Note above
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Item 9
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Notice of Dissolution of Group
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Not Applicable
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Item 10
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Certification
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Not Applicable
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CUSIP No. 897085106
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Page 9 of 9
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GENERAL ELECTRIC PENSION TRUST | ||
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By: |
GE Capital Debt Advisors LLC, its investment manager
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By: | /s/ Denis M. Creeden | |
Name: Denis M. Creeden |
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Title: President |
GE CAPITAL DEBT ADVISORS LLC
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By: | /s/ Denis M. Creeden | |
Name: Denis M. Creeden |
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Title: President |
GENERAL ELECTRIC COMPANY
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By: | /s/ Neeraj K. Mehta | |
Name: Neeraj K. Mehta |
||
Title: Duly Authorized Signatory |
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GENERAL ELECTRIC PENSION TRUST | ||
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By: |
GE Capital Debt Advisors, LLC, its investment manager
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By: | /s/ Denis M. Creeden | |
Name: Denis M. Creeden |
||
Title: President |
GE CAPITAL DEBT ADVISORS LLC
|
||
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By: | /s/ Denis M. Creeden | |
Name: Denis M. Creeden |
||
Title: President |
GENERAL ELECTRIC COMPANY
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By: | /s/ Neeraj K. Mehta | |
Name: Neeraj K. Mehta |
||
Title: Duly Authorized Signatory |