0000928464-17-000011.txt : 20170227 0000928464-17-000011.hdr.sgml : 20170227 20170227163109 ACCESSION NUMBER: 0000928464-17-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170227 DATE AS OF CHANGE: 20170227 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: 17642153 BUSINESS ADDRESS: STREET 1: 8345 W. SUNSET RD STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-589-3900 MAIL ADDRESS: STREET 1: 8345 W. SUNSET RD STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89113 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 HOLDING LLC 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 HOLDING LLC 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 tpcasch13damd8022717.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Tropicana Entertainment Inc.
(Name of Issuer)

Common Stock, Par Value $0.01
(Title of Class of Securities)

89708X 105
(CUSIP Number)

Andrew Langham, Esq.
General Counsel
Icahn Enterprises G.P. Inc.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 24, 2017
(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
0

8 SHARED VOTING POWER
17,862,706

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
17,862,706

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,862,706

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.51%

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
17,862,706

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
17,862,706

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,862,706

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.51%

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
17,862,706

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
17,862,706

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,862,706

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.51%

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
17,862,706

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
17,862,706

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,862,706

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.51%

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, as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6 and No. 7 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 4.  Purpose of Transaction

Item 4 of this Schedule 13D is amended by adding the following:

On February 24, 2017, the Issuer disclosed in its Annual Report on Form 10-K for the year ended December 31, 2016 that under the Program the Issuer repurchased 1,347,264 Shares during the three months ended December 31, 2016. As a result of such repurchases of Shares by the Issuer under the Program, the Percentage Ownership of the Reporting Persons increased from 68.75% as of October 31, 2016 (based upon the 25,981,776 Shares stated to be outstanding as of October 31, 2016 by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2016) to 72.51% (based upon the 24,634,512 Shares stated to be outstanding as of February 23, 2017 by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2017).


Item 5.  Interest in Securities of the Issuer

Items 5(a) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 17,862,706 Shares, representing approximately 72.51% of the Issuer's outstanding Shares (based upon the 24,634,512 Shares stated to be outstanding as of February 23, 2017 by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2017). The disclosure set forth in Item 4 above regarding the Program is hereby incorporated by reference into this Item 5(a).





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: February 27, 2017


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

  By:  /s/ SungHwan Cho
Name:  SungHwan Cho
Title:  Chief Financial Officer


ICAHN ENTERPRISES G.P. INC.

By:  /s/ SungHwan Cho
Name:  SungHwan Cho
Title:  Chief Financial Officer


CARL C. ICAHN


/s/ Carl C. Icahn_____________
CARL C. ICAHN



[Signature Page of Amendment No. 8 to Schedule 13D – Tropicana Entertainment Inc.]