Amended Statement of Beneficial Ownership (sc 13d/a)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

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 11, 2013

---

(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	22,689,443
	9.	Sole Dispositive Power	0
	10.	Shared Dispositive Power	22,689,443

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

22,689,443

 

---

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)

62.7%

 

---

 

14.

Type of Reporting Person (See Instructions)

CO

 

---

 

 

2

---

 

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	22,689,443
	9.	Sole Dispositive Power	0
	10.	Shared Dispositive Power	22,689,443

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

22,689,443

 

---

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)

62.7%

 

---

 

14.

Type of Reporting Person (See Instructions)

IN

 

---

 

3

---

 

 

This Amendment No. 10 (this “ Amendment No. 10 ”) 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. 10 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. 10 is incorporated herein by reference.

 

Item 4.  Purpose of Transaction

 

Under the terms of the Standby Purchase Agreement, Kien Huat agreed to purchase all remaining shares not otherwise purchased by the equity stockholders of the Issuer under the 2013 Rights Offering; provided, however, that the shares purchased by Kien Huat would in no event exceed one share less than 20% of Issuer’s issued and outstanding Common Stock at the time of the commencement of the 2013 Rights Offering (the “ Backstop Purchase ”).

 

On June 11, 2013, Kien Huat purchased an additional 784,347 shares of Common Stock at the price of $1.8901 per share and paid the Issuer a total price of $1,482,494.  Pursuant to the Standby Purchase Agreement, the Issuer paid to Kien Huat a $40,000 backstop fee and reimbursed Kien Huat for $40,000 in fees related to the Backstop Purchase.

 

Item 5.  Interest in Securities of the Issuer

 

(a-b)    As of the date hereof, including the 784,347 shares of Common Stock purchased as described above, the Reporting Persons may be deemed to share beneficial ownership of 22,689,443 shares of Common Stock, representing approximately 62.7% 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 a total of 6,032,153 newly issued shares pursuant to the 2013 Rights Offering).

 

 

4

---

 

 

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 11, 2013

 

 

 

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

 

 

 

 

5

---

 

 

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).

 

 

 

 

6