-----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, KJQLC1OdedC2VlJ7pj1TXiVWMY83vf77yXqNtIUc5qbDOfljF0Jem8eMoIiu7VPm 3eDpdRzPRdRJpezhfO3nKg== 0000950103-06-000100.txt : 20060117 0000950103-06-000100.hdr.sgml : 20060116 20060117171856 ACCESSION NUMBER: 0000950103-06-000100 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060117 DATE AS OF CHANGE: 20060117 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44483 FILM NUMBER: 06533760 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 13D BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 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 13D 1 jan0606_sc13d.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

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)

James Panella
Morgan Stanley
1585 Broadway
NY, NY 10036
Tel: (212) 762-6942

(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

January 4, 2006

(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 Rule 13d - -1(e), 13d -1(f) or 13d -1(g), check the following box x.

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.

CUSIP No. 89816T103

13D

Page 2 of 13 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. 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	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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 5,537,226
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,537,226
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,537,226
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.40%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 89816T103

13D

Page 3 of 13 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MORGAN STANLEY & CO. INCORPORATED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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 5,478,132
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,478,132
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,478,132
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.18%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 89816T103

13D

Page 4 of 13 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MORGAN STANLEY DW INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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 59,094
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 59,094
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,094
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.22%
14	TYPE OF REPORTING PERSON* CO

Page 4 of 14

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the Class A Common Stock, $.001 par value per share (“Common Stock”) of Trump Entertainment Resorts, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 1000 Boardwalk at Virginia Avenue, Atlantic City, NJ 08401.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed jointly on behalf of Morgan Stanley, a Delaware corporation (“MS”), Morgan Stanley & Co. Incorporated, a Delaware corporation (“MS&Co.”), and Morgan Stanley DW Inc., a Delaware corporation (“MSDW” and, together with MS and MS&Co., the “Reporting Persons”). MS&Co. and MSDW are wholly-owned subsidiaries of MS.

(b) The address of the principal business and the principal office of each of the Reporting Persons is 1585 Broadway, New York, New York 10036. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons are set forth on Schedules A, B and C.

(d) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A, B or C attached hereto has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A, B or C attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Delaware.

Item 3. Source and Amount of Funds or Other Consideration.

On April 5, 2005, the United States Bankruptcy Court for the District of New Jersey, confirmed the Second Amended Joint Plan of Reorganization of Trump Hotels & Casino Resorts, Inc. (the “Predecessor Company”), dated March 30, 2005 (the “Reorganization Plan”) and the findings of fact and conclusions of law, together with all documents and instruments prepared in connection therewith. The Reorganization Plan became effective on May 19, 2005, pursuant to which Morgan Stanley received 4,758,463 shares of Class A Common Stock of the Company and MSDW received 47,973 shares of Class A Common Stock of the Company, each in full and final satisfaction of their claims as pre-petition note holders of the Predecessor Company.¹ The purchase price for the additional 719,669 shares of Common Stock purchased by MS&Co. was $13,416,296. Such price was funded through internally generated funds. In addition, MSDW holds 11,121 shares of Common Stock on behalf of clients for investment purposes.

Item 4. Purpose of Transaction.

As a result of the Reorganization Plan described in Item 3 above, on May 20, 2005, MS&Co. received 4,758,463 shares of Common Stock and MSDW received 47,973 shares of Common Stock. In addition, 719,669 shares of Common Stock were acquired by MS&Co. for investment purposes and MSDW holds 11,121 shares of Common Stock on behalf of client accounts.

The Reporting Persons intend to review their holdings in the Company on a continuing basis and, depending upon the price and availability of the Company securities, subsequent developments affecting the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Company. As part of this

1. Note that this number includes an additional 397 shares that were not included in the Reporting Persons original Schedule 13G due to a rounding error.

Page 5 of 14

ongoing review, the Reporting Persons have engaged and/or may in the future engage, legal and financial advisors to assist them in such review and in evaluating strategic alternatives that are or may become available with respect to their holdings in the Company.

Except as set forth in this Statement, none of the Reporting Persons has any plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) For the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), MS may be deemed to beneficially own 5,537,226 shares of Common Stock, or approximately 20.40% of the outstanding shares of Common Stock. MS is filing solely in its capacity as parent company of, and indirect beneficial owner of securities held by, one of its business units.

For the purposes of Rule 13d-3 promulgated under the Exchange Act, MS&Co. may be deemed to beneficially own 5,478,132 shares of Common Stock, or approximately 20.18% of the outstanding shares of Common Stock.

For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSDW may be deemed to beneficially own 59,094 shares of Common Stock, or approximately 0.22% of the outstanding shares of Common Stock.

The Reporting Persons do not affirm the existence of a group and are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act.

(b) By virtue of the relationship previously reported under Item 2 of this statement, MS may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock owned by MS&Co and MSDW.

Date	Amount	Price
11/15/2005	30,520	$17.64
11/16/2005	18,457	$17.48
11/17/2005	20,000	$17.47
11/18/2005	70,000	$17.53
11/21/2005	5,000	$17.50
11/25/2005	20,000	$17.70
11/29/2005	50,000	$17.68
11/30/2005	41,000	$18.08
12/1/2005	32,800	$18.45
12/5/2005	34,294	$18.98
12/12/2005	600	$20.42
12/15/2005	6,302	$19.97
12/16/2005	40,000	$20.05
12/19/2005	100	$20.00
12/22/2005	81,175	$20.00
12/23/2005	50,000	$20.00
12/27/2005	50,000	$19.99
12/28/2005	148	$20.00
12/30/2005	1,255	$20.00
1/3/2006	33,166	$19.99
1/4/2006	94,852	$20.00

Page 6 of 14

Other than the transactions described above, to the best of the Reporting Person’s knowledge, none of the executive officers or directors of the Reporting Persons (listed on attached Schedules A, B and C) nor any other Reporting Person have effected any transaction in the Common Stock during the past 60 days.

(d) By virtue of the relationships described in Item 2 of this statement, MS may be deemed to have the power to direct the receipt of dividends declared on the shares of Common Stock held by MS&Co. and the proceeds from the sale of the shares of Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

See response to Item 4.

Item 7. Material to be Filed as Exhibits.

Exhibit 1: Voting Agreement between the Reporting Persons and Donald J. Trump.

Exhibit 2: Joint Filing Agreement

Page 7 of 14

SIGNATURE

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

Date: January 17, 2006


MORGAN STANLEY


By:	/s/ Dennine Bullard

	Name:	Dennine Bullard
	Title:	Authorized Signatory


MORGAN STANLEY & CO. INCORPORATED


By:	/s/ Dennine Bullard

	Name:	Dennine Bullard
	Title:	Authorized Signatory


MORGAN STANLEY DW INC.


By:	/s/ Ron Carman

	Name:	Ron Carman
	Title:	Authorized Signatory

Page 8 of 14

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY

The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley (“MS”) and their principal occupations are set forth below. The business address of each of the Directors or Executive Officers is that of MS at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to MS and each individual is a United States citizen.

Name, Business Address		Present Principal Occupation

*Roy J. Bostock		Chairman of the Partnership for a Drug Free America

*Erskine B. Bowles		President of the University of North Carolina

*Edward A. Brennan		Former Chairman, President and Chief Executive Officer of Sears, Roebuck and Co.

*Charles Chasin		Managing Director of MS&Co. and Chief of Staff to the Acting President of MS

*Sir Howard J. Davies		Director, London School of Economics and Political Science

*C. Robert Kidder		Principal, Stonehenge Partners, Inc.

*John J. Mack		Chairman of the Board and Chief Executive Officer

*Charles H. Noski		Former Corporate Vice President and Chief Financial Officer of Northrop Grumman Corporation

*O. Griffith Sexton		Adjunct Professor, Columbia Business School and Visiting Lecturer, Princeton University

*Dr. Laura D’Andrea Tyson		Dean of the London Business School

*Dr. Klaus Zumwinkel		Chairman of the Board of Management, Deutsche Post AG

Walid A. Chammah		Head of Investment Banking

Jonathan Chenevix-Trench		Chairman, Morgan Stanley International

Zoe Cruz		Acting President

Thomas Daula		Chief Risk Officer

Raymond Harris		Acting President and COO, Individual Investor Group

David Heleniak		Vice Chairman

Roger C. Hochschild		President and COO, Discover Financial Services

Jerker Johansson		Co-Head of Institutional Sales and Trading

Gary G. Lynch		Chief Legal Officer

Page 9 of 14

Alasdair Morrison		Chairman and CEO, Morgan Stanley Asia

Eileen Murray		Head of Global Operations and Technology

David W. Nelms		Chairman and CEO, Discover Financial Services

Thomas Nides		Chief Administrative Officer and Secretary

Neal A. Shear		Co-Head of Institutional Sales and Trading

David H. Sidwell		EVP and Chief Financial Officer

Cordell G. Spencer		Deputy Head of Investment Banking

Owen D. Thomas		President and COO, Investment Management

* Director

Page 10 of 14

SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY & CO. INCORPORATED

The names of the directors and the names and titles of the executive officers of Morgan Stanley & Co. Incorporated (“MS&Co.”) and their principal occupations are set forth below. The business address of each of the directors or executive officers is that of MS&Co. at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to MS&Co. and each individual is a United States citizen.

Name, Business Address		Present Principal Occupation

*Walid A. Chammah		Managing Director of MS&Co. and Head of Worldwide Institutional Equity Division of Morgan Stanley (“MS”)

*Charles Chasin		Managing Director of MS&Co. and Chief of Staff to the Acting President of MS

*Zoe Cruz		Managing Director, Chief Executive Officer and President of MS&Co. and Acting President of MS

*Richard Portogallo		Managing Director of MS&Co. and Head of U.S. Equity Division of MS

*Robin Roger		Managing Director of MS&Co. and Chief of Staff to the Chief Legal Officer of MS

*Neal A. Shear		Managing Director of MS&Co. and Co-Head of Institutional Sales and Trading of MS

*Cordell G. Spencer		Managing Director of MS&Co. and Deputy Head of Investment Banking of MS

John H. Faulkner		Managing Director, General Counsel and Secretary of MS&Co.

Alan Scheuer		Managing Director and Treasurer of MS&Co. and Treasurer of MS

Paul C. Wirth		Managing Director and Chief Financial Officer of MS&Co. and Controller of MS

* Director

Page 11 of 14

Page 12 of 14

SCHEDULE C

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY DW INC

Name, Business Address		Present Principal Occupation

*Frank Bianco		Managing Director, Controller and Chief Financial Officer

*Michael R. Durbin		Managing Director

*Raymond A. Harris		Acting President and COO, Individual Investor Group (MS)

*Richard R. Sanchez		Managing Director

*Kirk Wickman		Managing Director, General Counsel and Secretary

Raymond A. Harris		President, Chief Executive Officer, Chief Operating Officer, Managing Director

Jeffrey L. Adams		Managing Director

Ian Bernstein		Managing Director

Michael A. Burke, Sr.		Managing Director

Ronald T. Carman		Managing Director and Assistant Secretary

Noland Cheng		Managing Director

Scott R. Graflund		Managing Director

Shelley S. Hanan		Managing Director

Thomas K. Harms		Managing Director

Henry E. Kaplan		Managing Director

Douglas J. Ketterer		Managing Director

Paul W. Klug		Managing Director

Steven G. Magee		Managing Director

William A. McMahon		Managing Director

James Mahon		Managing Director

Kevin Morano		Managing Director

Page 13 of 14

Thomas P. O’Brien		Managing Director

Daniel Petrozzo		Managing Director

Raymond M. Smesko		Managing Director

Sririam Subramaniam		Managing Director

Edward M. Sullivan		Managing Director

George D. Sullivan		Managing Director

Jeffrey S. Swartz		Managing Director

Benedict R. Tarantino		Managing Director

Todd R. Taylor		Managing Director

Chris Van Aeken		Managing Director

Jacqueline T. Brody		Assistant Treasurer

Maryann Fappiano		Assistant Treasurer

William J. Forsell		Assistant Treasurer

Jai Sooklai		Assistant Treasurer

Charlene R. Herzer		Assistant Secretary

Susan M. Krause		Assistant Secretary

William J. O’Shaughnessy, Jr.		Assistant Secretary

* Director

Page 14 of 14

EX-1 2 ex01.htm

EXHIBIT 1

May 20, 2005

Trump Entertainment Resorts, Inc.
725 Fifth Avenue
New York, New York 10022

Ladles and Gentlemen:

Morgan Stanley & Co. Incorporated (“MS”) hereby irrevocably agrees with Trump Entertainment Resorts, Inc. (the “Company’) to vote all shares of Class A Common Stock of the Company beneficially owned in aggregate by MS in excess of 9.9% of the outstanding shares of Class A Common Stock of the Company in proportion to all votes cast by the other holders of common stock of the Company (as determined by the Company and excluding for these purposes all shares of Class A Common Stock beneficially owned by MS and all shares of Class A Common Stock and Class B Common Stock beneficially owned by Donald J. Trump and his controlled affiliates).

Sincerely,

Morgan Stanley & Co. Incorporated

By:	/s/ Michael Petrick

	Name:	Michael Petrick
	Title:	Managing Director

Accepted as of the date
first above mentioned

Trump Entertainment Resorts, Inc.


By:	/s/ Scott Butera

	Name:	Scott Butera
	Title:	President and C.O.O.

EX-2 3 ex02.htm

EXHIBIT 2

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 13D (including amendments thereto) with respect to the Class A Common Stock, par value $.001, 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)(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. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated as of January 17, 2006.


MORGAN STANLEY


By:	/s/ Dennine Bullard

	Name:	Dennine Bullard
	Title:	Authorized Signatory


MORGAN STANLEY & CO. INCORPORATED


By:	/s/ Dennine Bullard

	Name:	Dennine Bullard
	Title:	Authorized Signatory


MORGAN STANLEY DW INC.


By:	/s/ Ron Carman

	Name:	Ron Carman
	Title:	Authorized Signatory

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