Amended Statement of Beneficial Ownership (sc 13d/a)
June 18 2019 - 4:33PM
Edgar (US Regulatory)
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
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)
June 17,
2019
(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. o
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
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1.
|
Names of Reporting Persons.
|
|
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I.R.S. Identification Nos. of above persons (entities only).
Kien Huat Realty III Limited
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|
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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X
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|
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4.
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Source of Funds (See Instructions)
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AF
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|
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
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|
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6.
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Citizenship or Place of Organization
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Isle of Man
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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7.
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Sole Voting Power
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0
|
|
8.
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Shared Voting Power
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32,614,606
(1)
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|
9.
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Sole Dispositive Power
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0
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10.
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Shared Dispositive Power
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32,614,606
(1)
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|
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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32,614,606
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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X
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13.
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Percent of Class Represented by Amount in Row (11)
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85.57%
(
2
)
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|
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14.
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Type of Reporting Person (See Instructions)
|
CO
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1
This includes 28,914,606 shares of common stock, par
value $.01 per share (the “Common Stock”), of Empire Resorts, Inc. (the “Issuer”) and 3,700,000 shares
of Common Stock into which the Series F Preferred Stock (the “Preferred Stock”) beneficially owned by the reporting
person can currently be converted.
2
Calculated on the basis of a total of 34,413,459 shares
of Common Stock outstanding as of May 7, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 8, 2019
(the “10-Q”), 2,390 shares of Common Stock into which the Series B Preferred Stock can be
converted, and 3,700,000 shares of Common Stock into which the Preferred
Stock beneficially owned by the reporting persons can currently be converted.
CUSIP No.
292052107
|
|
1.
|
Names of Reporting Persons.
|
|
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I.R.S. Identification Nos. of above persons (entities only).
Lim Kok Thay
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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X
|
|
|
4.
|
Source of Funds (See Instructions)
|
AF
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
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|
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6.
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Citizenship or Place of Organization
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Malaysia
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
32,614,606
(3)
|
|
9.
|
Sole Dispositive Power
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0
|
|
10.
|
Shared Dispositive Power
|
32,614,606
(3)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
32,614,606
(3)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
X
|
|
|
13.
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Percent of Class Represented by Amount in Row (11)
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85.57%
(4)
|
|
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14.
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Type of Reporting Person (See Instructions)
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IN
|
3
This includes 28,914,606 shares of the Common Stock
and 3,700,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting person can currently be
converted.
4
Calculated on the basis of a total of 34,413,459 shares
of Common Stock outstanding as of May 7, 2019, as reported by the Issuer in the Form 10-Q, 2,390 shares of Common Stock into which
the Series B Preferred Stock can be converted, and 3,700,000 shares of Common Stock into which the Preferred Stock beneficially
owned by the reporting persons can currently be converted.
This Amendment No.
24 (this “Amendment No. 24”) amends and supplements the Schedule 13D filed by Kien Huat Realty III Limited (“Kien
Huat”) and Lim Kok Thay (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 of the Issuer. All capitalized
terms used in this Amendment No. 24 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
Items 4, 5, 6 and 7 are hereby amended
and supplemented to add the following:
Item 4. Purpose of
Transaction.
On
June 17, 2019, pursuant to the Amended and Restated Commitment Letter, as amended by the Kien Huat Commitment Letter Amendment,
the Issuer requested that Kien Huat subscribe for 150 shares of the Preferred Stock for consideration of $100,000 per share, in
the aggregate amount of $15,000,000 (the “Issuance”). On June 17, 2019, the Issuer and Kien Huat entered into a subscription
agreement in connection with the Issuance.
Item 5. Interest
in Securities of the Issuer
The
disclosure set forth under Item 4 of this Amendment No. 24 is incorporated herein by reference.
(a-b)
As of the date hereof, the Reporting Persons, as a result of the Issuance, may be deemed to share beneficial ownership of
32,614,606
shares of Common Stock, representing approximately
85.57
%
of the outstanding Common Stock (calculated
on the basis of a total of 34,413,459 shares of Common Stock outstanding as
of May 7, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 8, 2019, 2,390 shares of Common Stock
into which the Series B Preferred Stock can be converted, and 3,700,000 shares of Common Stock into which the Preferred Stock beneficially
owned by the reporting persons can currently be converted
.
Item 6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The
disclosure set forth under Item 4 of this Amendment No. 24 is incorporated herein by reference.
Item 7. Material
to be Filed as Exhibits
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Exhibit 19
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Subscription Agreement, dated as of June 17, 2019, by and between
Kien Huat Realty III Limited and Empire Resorts, Inc.
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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:
June 18, 2019
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Kien Huat Realty III Limited
By:
/s/ Gerard Lim
Name: Gerard Lim
Title: Director
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/s/ Lim Kok Thay by Gerard Lim
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Lim Kok Thay
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EX
H
I
B
IT
I
NDEX
Exhibit
Index
|
|
Description
|
|
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|
|
|
E
x
hibit 1
|
|
J
oint Filing
A
gr
e
ement, dated as of A
u
gust 27, 2
0
09,
b
y and
b
etw
e
en Lim Kok Th
a
y and Kien Huat
Re
al
t
y III Limited.
|
|
|
|
|
|
E
x
hibit 2
|
|
In
v
estment
A
gr
e
ement,
d
ated as of A
u
gust 19, 20
0
9,
b
y and
b
etw
e
en Empi
r
e
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Limited (i
n
corpora
t
ed
b
y r
e
fe
r
ence
t
o E
x
hibit 10.1 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on A
u
gust 19,
2
009).
|
|
|
|
|
|
E
x
hibit 3
|
|
S
tockholder Voting
A
gr
e
ement, dated as
o
f A
u
gu
s
t 19, 2009,
b
y and among Empire
R
esorts, I
n
c., Kien H
u
at
R
eal
t
y III Limited and t
h
e stockholders s
i
gnato
r
y thereto (incorpora
t
ed
b
y r
e
fe
r
en
c
e to E
x
hibit 10.3 to the Current
R
eport on Form 8
-
K filed
b
y the Iss
u
er on A
u
gust 19, 2009).
|
|
|
|
|
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E
x
hibit 4
|
|
Registration
R
ights
A
gr
e
ement, dated as
o
f A
u
gu
s
t 19, 2009,
b
y and
b
etw
e
en Empire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Limited (i
n
corpora
t
ed
b
y r
e
fe
r
ence
t
o E
x
hibit 10.2 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on A
u
gust 19,
2
009).
|
|
|
|
|
|
E
x
hibit 5
|
|
Custo
d
y
A
gr
e
ement, dat
e
d as of A
u
gust 19, 2009,
b
y and
b
etw
e
en Kien H
u
at
R
eal
t
y III Limited and
J
P
Morg
a
n
C
hase
B
ank, National Association, as
C
ustodian (incorpora
t
ed
b
y r
e
fe
r
en
c
e to E
x
hibit 5 to
S
chedule 13D filed on A
u
gust 2
7
, 2009).
|
|
|
|
|
|
E
x
hibit 6
|
|
S
tand
b
y
P
urc
h
ase
A
g
r
e
e
ment dated as of A
p
ril 12, 2013,
b
y and
b
etw
e
en
E
mpire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Ltd. (i
n
co
r
porated
b
y
r
ef
e
ren
c
e to
Ex
hibit 6 to Amendment No. 8 to
S
chedule 13D filed on A
p
ril 15, 2013).
|
|
|
|
|
|
E
x
hibit 7
|
|
S
tand
b
y
P
urc
h
ase
A
g
r
e
e
ment dated as of
J
anua
r
y 2, 2015,
b
y and
b
etw
e
en Empire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Ltd. (i
n
co
r
porated
b
y
r
ef
e
ren
c
e to
Ex
hibit 99.1 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on
J
anua
r
y 5,
2
015).
|
|
|
|
|
|
E
x
hibit 8
|
|
Stand
b
y
P
urc
h
ase
A
g
r
e
e
ment dated as of
December 31,
2015,
b
y and
b
etw
e
en Empire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Ltd. (i
n
co
r
porated
b
y
r
ef
e
ren
c
e to
Ex
hibit 99.1 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on
J
anua
r
y 4,
2
016).
|
|
|
|
|
|
Exhibit 9
|
|
Letter
A
g
r
e
e
ment dated February 17, 2016,
b
y and
b
etw
e
en Empire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Ltd. (i
n
co
r
porated
b
y
r
ef
e
ren
c
e to
Ex
hibit 4.1 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on
February 18
,
2
016).
|
|
|
|
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Exhibit 10
|
|
Note Exchange Agreement, dated as of December 28, 2017, among Empire Resorts, Inc., Montreign Holding Company, LLC, and Kien Huat Realty III Limited (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by the Issuer on January 3, 2018).
|
|
|
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Exhibit 11
|
|
Amendment to Commitment Agreement, dated as of December 28, 2017, by and between Empire Resorts, Inc., and Kien Huat Realty III Limited (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Issuer on January 3, 2018).
|
|
|
|
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Exhibit 12
|
|
Amendment to Letter Agreement, dated as of December 28, 2017, by and between Empire Resorts, Inc., and Kien Huat Realty III Limited (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Issuer on January 3, 2018).
|
|
|
|
|
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Exhibit 13
|
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Commitment Agreement by and between Kien Huat Realty III Limited and Empire Resorts, Inc. as amended and restated by the Amended and Restated Commitment Agreement, dated as of November 9, 2018, by and between Kien Huat Realty III Limited and Empire Resorts, Inc.
|
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Exhibit 14
|
|
Subscription Agreement, dated as of November 13, 2018, by and between
Kien Huat Realty III Limited and Empire Resorts, Inc.
|
|
|
|
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Exhibit 15
|
|
Amended and Restated Certificate of Designations for the Series
F Convertible Preferred Stock, dated as of November 9, 2018,
|
|
|
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Exhibit 16
|
|
Subscription Agreement, dated as of February 20, 2019, by and between
Kien Huat Realty III Limited and Empire Resorts, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form
8-K filed by the Issuer on February 20, 2019)
|
|
|
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Exhibit 17
|
|
Amendment, dated May 7, 2019, to the Commitment Agreement by and between Kien Huat Realty III Limited and Empire Resorts, Inc. as amended and restated by the Amended and Restated Commitment Agreement, dated as of November 9, 2018, by and between Kien Huat Realty III Limited and Empire Resorts, Inc.
|
|
|
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Exhibit 18
|
|
Subscription Agreement, dated as of May 21, 2019, by and between
Kien Huat Realty III Limited and Empire Resorts, Inc.
|
|
|
|
|
|
Exhibit 19
|
|
Subscription Agreement, dated as of June 17, 2019, by and between
Kien Huat Realty III Limited and Empire Resorts, Inc.
|
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