SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT 1934*
Trump Entertainment Resorts Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
89816T103
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(CUSIP Number)
September 8, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed
Rule 13d-1(b)
[X] Rule 13d-1(c)
Rule 13d-1(d)
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* 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 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).
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CUSIP No. 89816T103
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mason Capital Management LLC, in its capacity as investment
manager for certain investment funds and managed accounts
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,951,466 Common Shares
OWNED BY -----------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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7 SOLE DISPOSITIVE POWER
1,951,466 Common Shares
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,951,466 Common Shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
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Trump Entertainment Resorts Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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1000 Boardwalk
Atlantic City, NJ 08401
ITEM 2.(a), NAME OF PERSON FILING; ADDRESS
(b) AND (c) OF PRINCIPAL BUSINESS OFFICE; CITIZENSHIP:
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This Schedule is being filed jointly by Mason Capital Management
LLC ("Mason Management"), a Delaware limited liability company,
with respect to shares of Common Stock directly owned by Mason
Capital, LP ("Mason Capital LP"), a Delaware limited partnership;
Mason Capital, Ltd. ("Mason Capital Ltd"), a corporation organized
under the laws of the Cayman Islands; and certain other funds and
accounts (the "Managed Accounts").
Mason Management is the investment manager of each of Mason
Capital LP, Mason Capital Ltd and the Managed Accounts, and Mason
Management may be deemed to have beneficial ownership over the
shares of Common Stock reported in this Schedule by virtue of the
authority granted to mason Management by Mason Capital LP, Mason
Capital Ltd and the Managed Accounts to vote and dispose of such
shares.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
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The address of each of Mason Management, Mason Capital LP and Mason
Capital Ltd, for purposes of this filing, is:
110 East 59th Street
New York, New York 10022
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.01 per share.
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ITEM 2(e). CUSIP NUMBER:
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89816T103
ITEM 4.(a), (b) AND (c) OWNERSHIP.
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Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,951,466 shares.
(b) Percent of class: 6.3%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
1,951,466 shares.
(ii) Shared power to vote or direct the vote -0-.
(iii) Sole power to dispose or direct the disposition of
1,951,466 shares.
(iv) Shared power to dispose or direct the disposition of
-0-.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting
Persons, have been computed in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. The percentage of
ownership described above is based on 30,952,329 Common Shares
outstanding as of August 7, 2006.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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The right to receive dividends from, or the proceeds from the sale
of, all shares of Common Stock reported in this statement as
beneficially owned by Mason Management is held by Mason Capital LP,
Mason Capital Ltd or the Managed Accounts, as the case may
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be, all of which are the advisory clients of Mason Management. To
the knowledge of Mason Management, none of these advisory clients
holds such right with respect to more than five percent of the
outstanding Common Stock. Mason Management itself disclaims
beneficial ownership of all shares of Common Stock reported in this
statement pursuant to Rule 13d-4 under the Securities Exchange Act
of 1934, as amended.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
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ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT
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HOLDING COMPANY.
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Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
ITEM 10. CERTIFICATION.
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
SIGNATURE
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After reasonable inquiry and to the best of the knowledge and belief of
the undersigned Reporting Person, the undersigned Reporting Person certifies
that the information set forth in this statement with respect to it, or him, as
the case may be, is true, complete and accurate.
Dated: September 15, 2006
MASON CAPITAL MANAGEMENT LLC,
/s/ John Grizzetti
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John Grizzetti
Chief Financial Officer