-----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, AHNVSgGWxaE5/+pgxfNKpkTALo+0IbeGQ31ZlqUYFN5Dy3fPIv/oUm6tdWPAD9TF 7fdb9YAuT1WRRbRVjJA+3w== 0000902664-06-001534.txt : 20060516 0000902664-06-001534.hdr.sgml : 20060516 20060516172638 ACCESSION NUMBER: 0000902664-06-001534 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KERZNER INTERNATIONAL LTD CENTRAL INDEX KEY: 0000914444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 980136554 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48645 FILM NUMBER: 06847091 BUSINESS ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE BUSINESS PHONE: 242-363-6000 MAIL ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE FORMER COMPANY: FORMER CONFORMED NAME: SUN INTERNATIONAL HOTELS LTD DATE OF NAME CHANGE: 19931104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMINENCE CAPITAL LLC CENTRAL INDEX KEY: 0001107310 IRS NUMBER: 134036527 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-418-2100 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da.txt KERZNER INTERNATIONAL LIMITED SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D/A* (Rule 13d-101) Amendment No. 2 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) KERZNER INTERNATIONAL LIMITED (Name of Issuer) Ordinary Shares (Title of Class of Securities) P6065Y107 (CUSIP Number) Ricky C. Sandler Eminence Capital LLC, 65 East 55th Street, 25th Floor, New York, NY 10022 (212) 418-2100 (Name, address and telephone number of person authorized to receive notices and communications) May 11, 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 which 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 [ ]. 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. (Continued on following pages) (Page 1 of 10 Pages) - ---------------- *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 purposes 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. P6065Y107 13D Page 2 of 10 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eminence Capital, LLC - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,545,100 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,545,100 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,545,100 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IA - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. P6065Y107 13D Page 3 of 10 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eminence GP, LLC - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 959,497 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 959,497 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 959,497 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. P6065Y107 13D Page 4 of 10 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ricky C. Sandler - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 550 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,545,100 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 550 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,545,100 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,545,650 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. P6065Y107 13D Page 5 of 10 Pages Item 1. Security and Issuer. The Schedule 13D, initially filed on September 19, 2005 and subsequently amended on February 6, 2006 (the "Schedule 13D"), relating to the ordinary shares, par value $0.001 (the "Common Stock") of Kerzner International Limited (the "Company"), whose principal executive offices are located at Executive Offices, Coral Towers, Paradise Island, Bahamas is herby amended and restated by this Amendment No. 2 to the Schedule 13D as follows: Item 2. Identity and Background. This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Eminence Capital, LLC, a New York limited liability company ("Eminence Capital"); (ii) Eminence GP, LLC, a New York limited liability company ("Eminence GP"); and (iii) Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler"). (a) This statement relates to Shares of Common Stock as defined in Item 1 above held for the accounts of: Eminence Partners, LP, a New York limited partnership ("Eminence I"); Eminence Partners II, LP, a New York limited partnership ("Eminence II"); Eminence Long Alpha, LP, a Delaware limited partnership ("ELA") and Eminence Leveraged Long Alpha, LP, a Delaware limited partnership ("ELLA" and together with Eminence I, Eminence II, and ELA, the "Partnerships"); as well as Eminence Long Alpha Master Fund, Ltd. and Eminence Leveraged Long Alpha Master Fund, Ltd. (the "Offshore Master Funds") and Eminence Fund, Ltd. ("Eminence Offshore"), each a Cayman Islands company, and collectively referred to as the "Offshore Funds"). The Partnerships and the Offshore Funds are collectively referred to as the "Eminence Funds". (i) Eminence Capital serves as the investment manager to the Eminence Funds with respect to the shares of Common Stock directly owned by the Eminence Funds and may be deemed to have voting and dispositive power over the Shares held for the accounts of the Eminence Funds. (ii) Eminence GP serves as general partner or manager with respect to the shares of Common Stock directly owned by the Partnerships and the Offshore Master Funds, respectively, and may be deemed to have voting and dispositive power over the Shares held for the accounts of the Partnerships and the Offshore Master Funds. (iii) Ricky C. Sandler is the Managing Member of each Eminence Capital and Eminence GP and may be deemed to have voting and dispositive power with respect to the Shares of Common Stock directly owned by the Eminence Funds, and individually with respect to certain family accounts (the "Family Accounts") over which Mr. Sandler has investment discretion. CUSIP No. P6065Y107 13D Page 6 of 10 Pages (b) The address of the principal business and principal office of Eminence GP and the Investment Manager is 65 East 55th Street, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 65 East 55th Street, 25th Floor, New York, NY 10022. (c) The principal business of Eminence GP is serving as a general partner to the Partnerships and manager to the Offshore Master Funds. The principal business of the Investment Manager is that of an investment manager engaging in the purchase and sale of securities on behalf of clients. Mr. Sandler serves as the Managing Member of Eminence GP and the Investment Manager. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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) Each of Eminence GP and the Investment Manager is a limited liability company organized under the laws of the State of New York. Mr. Sandler is a United States citizen. Item 3. Source and Amount of Funds and Other Consideration. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Eminence Funds and certain other accounts is approximately $88,000,000. Mr. Sandler, Eminence GP and the Investment Manager do not directly own any shares of Common Stock. Item 4. Purpose of the Transaction. The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchases of the shares of Common Stock by the Reporting Persons were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. Although the acquisition of the shares of Common Stock by the Reporting Persons is for investment purposes, the Reporting Persons may pursue discussions with management in an effort to maximize long-term value for shareholders. Each of the Reporting Persons may make further purchases of shares of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by him or it at any time. None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, CUSIP No. P6065Y107 13D Page 7 of 10 Pages of Item 4 of the Schedule 13D. Each of the Reporting Persons may, at any time and from time to time, review or reconsider his or its position and formulate plans or proposals with respect thereto, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer. A. Eminence Capital, LLC (a) Aggregate number of shares beneficially owned: 1,545,100 Percentage: 4.2% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,545,100 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 1,545,100 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days, which were all in the open market, are set forth in Exhibit 1 and are incorporated by reference. (d) Each of the clients of the Investment Manager has the power to direct the receipt of dividends from or the proceeds of the sale of such shares. (e) As of May 11, 2006, the Reporting Person ceased to be the beneficial owner of greater than 5% of the Common Stock. B. Eminence GP, LLC (a) Aggregate number of shares beneficially owned: 959,497 Percentage: 2.6% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 959,497 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 959,497 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock since within the last sixty days, which were all in the open market, are set forth in Exhibit 1 and are incorporated by reference. (d) Not applicable. (e) As of May 11, 2006, the Reporting Person ceased to be the beneficial owner of greater than 5% of the Common Stock. C. Ricky C. Sandler (a) Aggregate number of shares beneficially owned: 1,545,650 Percentage: 4.2% (b) 1. Sole power to vote or direct vote: 550 2. Shared power to vote or direct vote: 1,545,100 3. Sole power to dispose or direct the disposition: 550 4. Shared power to dispose or direct the disposition: 1,545,100 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days, which were all in the open market, are set forth in Exhibit 1 and are incorporated by reference. (d) Not applicable. (e) As of May 11, 2006, the Reporting Person ceased to be the beneficial owner of greater than 5% of the Common Stock. CUSIP No. P6065Y107 13D Page 8 of 10 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Materials to be Filed as Exhibits. See Exhibit 1. CUSIP No. P6065Y107 13D Page 9 of 10 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: May 16, 2006 /s/ Ricky C. Sandler ---------------------------------------- Ricky C. Sandler, individually, and as Managing Member of Eminence Capital, LLC, and as Managing Member of Eminence GP, LLC CUSIP No. P6065Y107 13D Page 10 of 10 Pages Exhibit 1 Eminence Capital, LLC Eminence GP, LLC Ricky C. Sandler Price Per Share Date of Number of Shares (including commissions, Transaction Purchased/(Sold) if any) 04/03/06 33,000 $77.83 05/01/06 (100,000) $80.55 05/11/06 (650,000) $79.47 -----END PRIVACY-ENHANCED MESSAGE-----