Amended Statement of Beneficial Ownership (sc 13d/a)
11 May 2013 - 5:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
(CUSIP Number)
Steven L. Wilner, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
212-225-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 §§ 240.13d-1(e), 240.13d-1(f) or 140.13d-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 § 240.13d-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 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 (“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).
CUSIP No.
292052107
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Kien Huat Realty III Limited
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
4.
|
Source of Funds (See Instructions)
|
AF
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Isle of Man
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
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0
|
8.
|
Shared Voting Power
|
21,905,096
|
9.
|
Sole Dispositive Power
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0
|
10.
|
Shared Dispositive Power
|
21,905,096
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
21,905,096
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
X
|
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13.
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Percent of Class Represented by Amount in Row (11)
|
64.8%
|
|
14.
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Type of Reporting Person (See Instructions)
|
CO
|
CUSIP No.
292052107
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
4.
|
Source of Funds (See Instructions)
|
AF
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
21,905,096
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
21,905,096
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
21,905,096
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
X
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
64.8%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
This Amendment No. 9 (this “
Amendment No. 9
”) amends and supplements the Schedule 13D filed by Kien Huat Realty III Limited (“
Kien Huat
”) and Lim Kok Thay (“
Mr. Lim
” and, together with Kien Huat, the “
Reporting Persons
”) with the Securities and Exchange Commission on August 27, 2009, as previously amended (the “
Schedule 13D
”), relating to the common stock, par value $.01 per share (the “
Common Stock
”) of Empire Resorts, Inc. (the “
Issuer
”). All capitalized terms used in this Amendment No. 9 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
Items 3, 4 and 5 are hereby amended and supplemented to add the following:
Item 3. Source and Amount of Funds or Other Consideration
The disclosure set forth under Item 4 of this Amendment No. 8 is incorporated herein by reference.
Item 4. Purpose of Transaction
On May 10, 2013, Kien Huat exercised its proportionate allocation of shares of Common Stock under the 2013 Rights Offering, in accordance with its commitment to do so pursuant to the Standby Purchase Agreement, as previously disclosed in the Schedule 13D. Under the terms of the Rights Offering, Kien Huat had the basic right to purchase 3,650,849 shares of Common Stock at the exercise price of $1.8901 per share, which it exercised in full. Kien Huat paid the Issuer a price of $6,900,469.70 to exercise its subscription rights.
Item 5. Interest in Securities of the Issuer
(a-b) As of the date hereof, including the 3,650,849 shares of Common Stock purchased upon the exercise of the rights as described above, the Reporting Persons may be deemed to share beneficial ownership of 21,905,096 shares of Common Stock, representing approximately 64.8% of the outstanding Common Stock (based on 30,148,817 shares of Common Stock reported to be outstanding as of the close of business on April 30, 2013, by the Issuer in its registration statement on Form S-1 filed on April 30, 2013, in connection with the 2013 Rights Offering, plus such 3,650,849 newly issued shares).
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 10, 2013
Kien Huat Realty III Limited
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By:
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/s/ Gerard Lim
|
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Name: Gerard Lim
|
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Title: Director
|
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/s/ Lim Kok Thay by Gerard Lim
|
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Lim Kok Thay
|
EXHIBIT INDEX
|
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Description
|
|
|
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Exhibit 1
|
|
Joint Filing Agreement, dated as of August 27, 2009, by and between Lim Kok Thay and Kien Huat Realty III Limited.
|
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Exhibit 2
|
|
Investment Agreement, dated as of August 19, 2009, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on August 19, 2009).
|
|
Exhibit 3
|
|
Stockholder Voting Agreement, dated as of August 19, 2009, by and among Empire Resorts, Inc., Kien Huat Realty III Limited and the stockholders signatory thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on August 19, 2009).
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Exhibit 4
|
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Registration Rights Agreement, dated as of August 19, 2009, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on August 19, 2009).
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Exhibit 5
|
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Custody Agreement, dated as of August 19, 2009, by and between Kien Huat Realty III Limited and JPMorgan Chase Bank, National Association, as Custodian.
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Exhibit 6
|
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Standby Purchase Agreement dated as of April 12, 2013, by and between Empire Resorts, Inc. and Kien Huat Realty III Ltd.
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6
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