-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D57rac0wEAvpvh/SCumJtmkG3SMIkhCkuz09J6dlwt+0txv/kGNej5LzjcFpMXOo JpNEmdr7wsZNC61A5K/NzA== 0000950103-05-001870.txt : 20050817 0000950103-05-001870.hdr.sgml : 20050817 20050817160301 ACCESSION NUMBER: 0000950103-05-001870 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050817 GROUP MEMBERS: MORGAN STANLEY & CO INCORPORATED GROUP MEMBERS: MORGAN STANLEY DW INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP ENTERTAINMENT RESORTS, INC. CENTRAL INDEX KEY: 0000943320 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 133818402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44483 FILM NUMBER: 051033520 BUSINESS ADDRESS: STREET 1: 1000 BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 BUSINESS PHONE: 6094496515 MAIL ADDRESS: STREET 1: 1000 BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 FORMER COMPANY: FORMER CONFORMED NAME: TRUMP HOTELS & CASINO RESORTS INC DATE OF NAME CHANGE: 19950331 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1221 SIXTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G/A 1 aug0905_13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 1)*


Trump Entertainment Resorts, Inc.
(Name of Issuer)
 
Class A Common Stock, Par Value $0.001 per Share
(Title of Class of Securities)
 
89816T103
(CUSIP Number)
 
May 25, 2005
(Date of Event which Requires Filing of this Statement)

      Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  x Rule 13d-1(b)
  o Rule 13d-1(c)
  o 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 in 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 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).

 


Page 1






CUSIP No. 89816T103 13G  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

MORGAN STANLEY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) o 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

-0-
6 SHARED VOTING POWER

4,823,281
7 SOLE DISPOSITIVE POWER

-0-
8 SHARED DISPOSITIVE POWER

4,823,281
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,823,281
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.81%
12 TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 2






CUSIP No. 89816T103 13G  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

MORGAN STANLEY & CO. INCORPORATED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

-0-
6 SHARED VOTING POWER

4,763,066
7 SOLE DISPOSITIVE POWER

-0-
8 SHARED DISPOSITIVE POWER

4,763,066
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,763,066
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.59%
12 TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 3






CUSIP No. 89816T103 13G  

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

MORGAN STANLEY DW INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

-0-
6 SHARED VOTING POWER

60,215
7 SOLE DISPOSITIVE POWER

-0-
8 SHARED DISPOSITIVE POWER

60,215
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,215
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.22%
12 TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 4





Item 1(a). Name of Issuer:

      Trump Entertainment Resorts, Inc. (the “Company”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

      1000 Boardwalk at Virginia Avenue, Atlantic City, NJ 08401

Item 2(a). Name of Person Filing:

      This statement is filed jointly on behalf of the persons identified below (collectively, the “Reporting Persons”). In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

            Morgan Stanley (“MS”)

            Morgan Stanley & Co. Incorporated (“MS & Co.”)

            Morgan Stanley DW Inc. (“MSDW”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

      The address of the principal business office of MS, MS & Co. and MSDW is:

      1585 Broadway
      New York, New York 10036

Item 2(c). Citizenship:

      The citizenship of MS, MS & Co. and MSDW is Delaware.

Item 2(d). Title of Class of Securities:

      This statement relates to the Company's Class A Common Stock, par value $0.001 per share (the “Class A Shares”).

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:
     
(a) x Broker or dealer registered under Section 15 of the Exchange Act;
     
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act;
     
(c) o Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
(d) o Investment company registered under Section 8 of the Investment Company Act;
     
(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
Page 5



(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check this box.  x

Item 4. Ownership.

     The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person’s name in the table in Item 4(c) below.

     (a) Amount beneficially owned:

     As of May 25, 2005 MS & Co. owned directly 4,763,066 Class A Shares and MSDW owned directly 60,215 Class A Shares.

     MS, as the sole shareholder of MS & Co., controls the actions of MS & Co. Therefore, MS may be deemed to have beneficial ownership of the 4,763,066 Class A Shares held directly by MS & Co. In addition, MS, as the sole shareholder of MSDW, controls the actions of MSDW. Therefore, MS may be deemed to have beneficial ownership of the 60,215 Class A Shares held directly by MSDW.

     MS is filing solely in its capacity as parent company of, and indirect beneficial owner of securities held by, two of its business units.

     (b) Percent of:

  Owner   Class A*   Class A and Class B Combined**
  Morgan Stanley   17.81%   13.23%
  Morgan Stanley & Co.   17.59%   13.06%
  Incorporated    
  Morgan Stanley DW Inc.   0.22%   0.17%

*Based on the equivalent of 27,085,078 outstanding shares of Class A Common Stock based on information provided by the Company.

**Based on the equivalent of 36,462,561 outstanding voting shares, combining outstanding Class A Common Stock and Class B Common Stock (which generally vote together as a single class), and based on information provided by the Company.

     (c) Number of shares as to which such person has:

  (i) (ii) (iii) (iv)
         
  Sole power to vote
or to direct the vote		 Shared power to vote
or to direct the vote		 Sole power to dispose
or to direct the
disposition of		 Shared power to
dispose or to direct
the disposition of
         
Morgan Stanley 0 4,823,281 0 4,823,281
         
Morgan Stanley & Co. Incorporated 0 4,763,066 0 4,763,066
         
Morgan Stanley DW Inc. 0 60,215 0 60,215

Page 6



Item 5. Ownership of Five Percent or Less of a Class.

     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

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.

     Not applicable

Item 8. Identification and Classification of Members of the Group.

     Not applicable

Item 9. Notice of Dissolution of Group.

     Not applicable

Item 10. Certifications.

      By signing below each of the undersigned certifies that, to the best of their 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7



SIGNATURE

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

     Date: August 17, 2005

MORGAN STANLEY
     
By: /s/ Robert G. Koppenol
 
  Name: Robert G. Koppenol
  Title: Authorized Signatory
     
     
MORGAN STANLEY & CO.
INCORPORATED
     
By: /s/ Robert G. Koppenol
 
  Name: Robert G. Koppenol
  Title: Managing Director
     
     
MORGAN STANLEY DW INC.
     
By: /s/ Ronald Carman
 
  Name: Ronald Carman
  Title: Managing Director
     
     
     

 

Page 8



EX-99.1 2 aug0905_ex1.htm

EXHIBIT 1

JOINT FILING AGREEMENT

      In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.001 per share, of Trump Entertainment Resorts, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

      In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this August 17, 2005.

      This Schedule may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Schedule.


MORGAN STANLEY
     
By: /s/ Robert G. Koppenol
 
  Name: Robert G. Koppenol
  Title: Authorized Signatory
     
     
MORGAN STANLEY & CO.
INCORPORATED
     
By: /s/ Robert G. Koppenol
 
  Name: Robert G. Koppenol
  Title: Managing Director
     
     
MORGAN STANLEY DW INC.
     
By: /s/ Ronald Carman
 
  Name: Ronald Carman
  Title: Managing Director
     
     
     


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