Trump Entertainment Resorts, Inc. – ‘S-8 POS’ on 7/19/06

On:  Wednesday, 7/19/06, at 12:24pm ET   ·   Effective:  7/19/06   ·   Accession #:  909518-6-708   ·   File #:  333-22601

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Amend. No.1                                            4     16K 
 2: EX-24       POA                                                    2±     7K 

S-8 POS   —   Amend. No.1

S-8 POS
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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2006
                                                     REGISTRATION NO. 333- 22601

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER THE SECURITIES ACT OF 1933

 TRUMP ENTERTAINMENT RESORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

1000 BOARDWALK  
DELAWARE          ATLANTIC CITY, NEW JERSEY 08401        13-3818402   
(STATE OR OTHER       (ADDRESS OF PRINCIPAL EXECUTIVE      (I.R.S. EMPLOYER   
 JURISDICTION OF        OFFICES, INCLUDING ZIP CODE)      IDENTIFICATION NUMBER)
INCORPORATION OR                                                              
ORGANIZATION)                                                             

 TRUMP CAPITAL ACCUMULATION PLAN
(FULL TITLE OF THE PLAN)

ROBERT M. PICKUS
EXECUTIVE VICE PRESIDENT AND SECRETARY
 TRUMP ENTERTAINMENT RESORTS, INC.
1000 BOARDWALK
 ATLANTIC CITY, NEW JERSEY 08401
(609) 449-5573

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT OF SERVICE) 

Copy to:
 TODD CHANDLER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 310-8000

This Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
covers shares of the Registrant's Common Stock originally registered on the     
Registration Statement on Form S-8 (File No. 333-22601) (the "Registration      
Statement") to which this is a post-effective amendment. The registration fees  
in respect of such shares were paid at the time of the original filing of the   
Registration Statement.                                                         

S-8 POS
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EXPLANATORY NOTE

Trump Entertainment Resorts, Inc. (formerly Trump Hotels & Casinos Resorts,     
Inc.) (the "Registrant") is filing this Post-Effective Amendment No. 1 to       
Registration Statement on Form S-8 to deregister certain securities previously  
registered by the Registrant pursuant to its Registration Statement on Form S-8 
(File No. 333-22601) (the "Registration Statement") filed with the Securities   
and Exchange Commission on February 28, 1997. The Registration Statement        
registered 2,000,000 shares of the Registrant's common stock (the "Common       
Stock") for issuance, offer or sale pursuant to five separate benefit plans     
administered by the Registrant or its subsidiaries. All of these plans merged   
through a series of transactions into the Trump Capital Accumulation Plan (the  
"Plan"). Pursuant to General Instruction F to Form S-8 and Rule 416(c) under the
Securities Act of 1933, as amended, the Registration Statement was also deemed  
to register an indeterminate number of interests in the Plan ("Interests").     

Effective August 9, 2004, the Plan was amended such that Common Stock was no    
longer an investment option available to the Plan's participants. Subsequent to 
the amendment, the Registrant's 401(k) Plan Committee (the "Plan Committee")    
resolved that participants' holdings in Common Stock be liquidated no later than
November 15, 2004. In the fourth quarter of 2004 and pursuant to the investment 
policy governing the Plan, the Plan Committee liquidated the participants'      
holdings in Common Stock after first giving the Plan's participants notice and  
an opportunity to sell their holdings in Common Stock. As of December 31, 2004, 
the Plan did not hold any shares of Common Stock. Although the Plan continues in
force, there have not been and will not be new purchases of Common Stock and the
Plan does not and will not hold any Common Stock. Accordingly, the Registrant   
has no obligation to maintain effectiveness of the Registration Statement.      

Pursuant to the undertaking contained in the Registration Statement, the        
Registrant is filing this Post-Effective Amendment No. 1 to the Registration    
Statement to deregister, as of the date hereof, all Common Stock and Interests  
registered pursuant to the Registration Statement that remain unsold.           

S-8 POS
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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this         
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlantic   
City, State of New Jersey on July 19, 2006.                                     

                           TRUMP ENTERTAINMENT RESORTS, INC.

                  By:  /s/   Dale R. Black
                                       ---------------------------------------
                    Name:  Dale R. Black
                                   Title: Executive Vice President and
                                     Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been      
signed below by the following persons in the capacities and on the dates        
indicated.                                                                      

SIGNATURE                           TITLE                         DATE  
     Director, Chief Executive Officer
       *                           and President                 July 19, 2006
James B. Perry            (Principal Executive Officer)                     

      Executive Vice President and
/S/ DALE R. BLACK              Chief Financial Officer            July 19, 2006 
Dale R. Black             (Principal Financial Officer)                     

       *                       Chairman of the Board             July 19, 2006
Donald J. Trump                                                               

       *                              Director                   July 19, 2006
Wallace B. Askins                                                               

       *                              Director                   July 19, 2006
Edward H. D'Alelio                                                              

       *                              Director                   July 19, 2006
James Florio                                                              

       *                              Director                   July 19, 2006
Cezar M. Froelich                                                               

       *                              Director                   July 19, 2006
Morton E. Handel                                                              

S-8 POS
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       *                              Director                   July 19, 2006
Michael A. Kramer                                                               

       *                              Director                   July 19, 2006
Don M. Thomas                                                               

*By:  /S/ DALE R. BLACK                                          July 19, 2006
-------------------------                                             
Dale R. Black                                                 
Attorney-in-fact                                                  

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the persons who administer the employee benefit plan have duly caused this      
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlantic   
City, State of New Jersey on July 19, 2006.                                     

                       TRUMP CAPITAL ACCUMULATION PLAN

                 By:  /s/  Craig D. Keyser
                              ------------------------------
                      Name:  Craig D. Keyser
                                        Title: Executive Vice President of Human
                                          Resources and Administration

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/19/06		1		4			15-15D
		12/31/04		2					10-K,  11-K
		11/15/04		2					10-Q
		8/9/04		2					8-K
		2/28/97		2					S-8
									List all Filings