0000903423-14-000270.txt : 20140428 0000903423-14-000270.hdr.sgml : 20140428 20140428170141 ACCESSION NUMBER: 0000903423-14-000270 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140428 DATE AS OF CHANGE: 20140428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE RESORTS INC CENTRAL INDEX KEY: 0000906780 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 133714474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52151 FILM NUMBER: 14790226 BUSINESS ADDRESS: STREET 1: 204 STATE ROUTE 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 BUSINESS PHONE: (845) 807-0001 MAIL ADDRESS: STREET 1: 204 STATE ROUTE 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA HOSPITALITY CORP DATE OF NAME CHANGE: 19930614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kien Huat Realty III Ltd CENTRAL INDEX KEY: 0001470324 IRS NUMBER: 000000000 STATE OF INCORPORATION: XX FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22ND FLOOR, WISMA GENTING STREET 2: JALAN SULTAN ISMAIL CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 BUSINESS PHONE: 603-2333-6839 MAIL ADDRESS: STREET 1: 22ND FLOOR, WISMA GENTING STREET 2: JALAN SULTAN ISMAIL CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 SC 13D/A 1 kienhuat-13da11_0424.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*

 

Empire Resorts, Inc.

(Name of Issuer)

Common Stock, $.01 Par Value Per Share

(Title of Class of Securities)

292052107

(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)

April 28, 2014

(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)
(a)
(b)
 
           
    X    
 

 
3.
SEC Use Only
  
 
 
 
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
0
8. Shared Voting Power
24,202,072
9. Sole Dispositive Power
0
10. Shared Dispositive Power
24,202,072
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person 
 24,202,072
 

 
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) 
63.0%
 
 
 
14.
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).
 
Lim Kok Thay
 

 
2.
 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
 
           
    X    
 

 
3.
SEC Use Only
  
 
 
 
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 
Malaysia
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
 7. Sole Voting Power
0
8. Shared Voting Power
24,202,072
9. Sole Dispositive Power
0
10. Shared Dispositive Power
24,202,072

 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person 
24,202,072
 

 
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) 
63.0%
 
 
 
14.
Type of Reporting Person (See Instructions) 
IN
 

 

 
 

This Amendment No. 11 (this “Amendment No. 11”) 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. 11 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. 11 is incorporated herein by reference.

Item 4. Purpose of Transaction

On April 2, 2014, the Issuer announced an offering to the holders of its Common Stock and Series B Preferred Stock of non-transferable subscription rights to purchase one share of Common Stock at a subscription price of $6.25 per share for each 15 shares of Common Stock owned, or into which the Series B Preferred Stock is convertible (the “2014 Rights Offering”). Under the terms of the 2014 Rights Offering, Kien Huat had the right to purchase an additional 1,512,629 shares of Common Stock, which it exercised in full on April 28, 2014. Kien Huat paid the Issuer a total of $9,453,931.25 in connection with such exercise.

Item 5. Interest in Securities of the Issuer

(a-b) As of the date hereof, including the 1,512,629 shares of Common Stock purchased as described above, the Reporting Persons may be deemed to share beneficial ownership of 24,202,072 shares of Common Stock, representing approximately 63.0% of the outstanding Common Stock (based on 36,924,685 shares of Common Stock reported to be outstanding as of the close of business on April 2, 2014, by the Issuer in its prospectus supplement filed on April 2, 2014, in connection with the 2014 Rights Offering, plus such 1,512,629 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: April 28, 2014

 

Kien Huat Realty III Limited
 
By:       
 /s/  Gerard Lim                                  
  Name:  Gerard Lim
  Title:  Director
 
 
 
 
/s/ Lim Kok Thay by Gerard Lim
 
Lim Kok Thay

 

 
 

EXHIBIT INDEX

 

       

Exhibit
Number

  

Description

       
Exhibit 1  

Joint Filing Agreement, dated as of August 27, 2009, by and between Lim Kok Thay and Kien Huat Realty III Limited.

 

  
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).

 

  
Exhibit 4  

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).

 

  
Exhibit 5  

Custody Agreement, dated as of August 19, 2009, by and between Kien Huat Realty III Limited and JPMorgan Chase Bank, National Association, as Custodian (incorporated by reference to Exhibit 5 to Schedule 13D filed on August 27, 2009).

 

  
Exhibit 6  

Standby Purchase Agreement dated as of April 12, 2013, by and between Empire Resorts, Inc. and Kien Huat Realty III Ltd. (incorporated by reference to Exhibit 6 to Amendment No. 8 to Schedule 13D filed on April 15, 2013).