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

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SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 25)*

 

Circle Entertainment Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

17256R-105

(CUSIP Number)

 

Mitchell J. Nelson Atlas Real Estate Funds, Inc. 70 East 55th Street New York, New York 10022 Telephone: [phone]

(Name, address and telephone number of person authorized to receive notices and communications)

 

December 31, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

 

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*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 on the remainder of this cover page shall not be deemed to be “filed” for 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)

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 2 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Robert F.X. Sillerman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF		7	SOLE VOTING POWER	9,350,263
SHARES BENEFICIALLY		8	SHARED VOTING POWER	23,910,664
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	9,350,263
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	23,910,664
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   32,760,927
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   41.4%
14	TYPE OF REPORTING PERSON   IN

 

2

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 3 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Paul C. Kanavos
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF		7	SOLE VOTING POWER	1,034,254
SHARES BENEFICIALLY		8	SHARED VOTING POWER	38,901,700
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	1,034,254
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	38,901,700
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   39,935,954
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   49.0%
14	TYPE OF REPORTING PERSON   IN

 

 

3

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 4 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Kanavos Dynasty Trust 2011
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF		7	SOLE VOTING POWER	0
SHARES BENEFICIALLY		8	SHARED VOTING POWER	11,056,870
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	0
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	11,056,870
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,056,870
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   15.7%
14	TYPE OF REPORTING PERSON   OO

 

 

4

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 5 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Brett Torino
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF		7	SOLE VOTING POWER	176,238
SHARES BENEFICIALLY		8	SHARED VOTING POWER	38,235,221
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	176,238
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	38,235,221
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   38,411,459
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   46.4%
14	TYPE OF REPORTING PERSON   IN

 

 

5

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 6 of 20 Pages

 

1	NAME OF REPORTING PERSONS   TTERB Living Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada
NUMBER OF		7	SOLE VOTING POWER	0
SHARES BENEFICIALLY		8	SHARED VOTING POWER	28,370,677
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	0
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	28,370,677
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   28,370,677
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   35.2%
14	TYPE OF REPORTING PERSON   OO

 

 

6

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 7 of 20 Pages

 

1	NAME OF REPORTING PERSONS   TS 2013 LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada
NUMBER OF		7	SOLE VOTING POWER	0
SHARES BENEFICIALLY		8	SHARED VOTING POWER	9,864,544
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	0
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	9,864,544
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,864,544
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   14.7%
14	TYPE OF REPORTING PERSON   OO

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 8 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Atlas Real Estate Funds, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF		7	SOLE VOTING POWER	0
SHARES BENEFICIALLY		8	SHARED VOTING POWER	5,501,611
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	0
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	5,501,611
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,501,611
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.5%
14	TYPE OF REPORTING PERSON   CO

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 9 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Harvey Silverman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF		7	SOLE VOTING POWER	3,927,432
SHARES BENEFICIALLY		8	SHARED VOTING POWER	1,050,042
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	3,927,432
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	1,050,042
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,977,474
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.3%
14	TYPE OF REPORTING PERSON   IN

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 10 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Silverman Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York
NUMBER OF		7	SOLE VOTING POWER	0
SHARES BENEFICIALLY		8	SHARED VOTING POWER	1,050,042
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	0
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	1,050,042
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,050,042
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.6%
14	TYPE OF REPORTING PERSON   PN

 

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 11 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Adam Raboy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF		7	SOLE VOTING POWER	0
SHARES BENEFICIALLY		8	SHARED VOTING POWER	4,033,901
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	0
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	4,033,901
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,033,901
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.8%
14	TYPE OF REPORTING PERSON   IN

 

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 12 of 20 Pages

 

1	NAME OF REPORTING PERSONS   The Maple Hill Companies, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF		7	SOLE VOTING POWER	0
SHARES BENEFICIALLY		8	SHARED VOTING POWER	4,033,901
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	0
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	4,033,901
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,033,901
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.8%
14	TYPE OF REPORTING PERSON   PN

 

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 13 of 20 Pages

 

1	NAME OF REPORTING PERSONS   Mitchell  J. Nelson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF		7	SOLE VOTING POWER	200,000
SHARES BENEFICIALLY		8	SHARED VOTING POWER	95,571
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	200,000
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	95,571
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   295,571
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.5%
14	TYPE OF REPORTING PERSON   IN

 

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 14 of 20 Pages

 

1	NAME OF REPORTING PERSONS   LMN 134 Family Company, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF		7	SOLE VOTING POWER	0
SHARES BENEFICIALLY		8	SHARED VOTING POWER	95,571
OWNED BY EACH		9	SOLE DISPOSITIVE POWER	0
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER	95,571
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   95,571
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.1%
14	TYPE OF REPORTING PERSON   IN

 

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 15 of 20 Pages

 

This Amendment No. 25 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on January 10, 2008 by Robert F.X. Sillerman (“Sillerman”), Sillerman Commercial Holdings Partnership, L.P., a Delaware limited partnership, and Sillerman Capital Holdings, L.P., a Delaware limited partnership (“Holdings”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Circle Entertainment Inc. (formerly known as FX Real Estate and Entertainment Inc.), a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed with the SEC on March 13, 2008 by Sillerman and Holdings, as amended by Amendment No. 2 filed with the SEC on May 15, 2008 by Sillerman and Holdings, as amended by Amendment No. 3 filed with the SEC on December 30, 2008 by Sillerman, Holdings, Paul C. Kanavos (“Kanavos”), Brett Torino (“Torino”), ONIROT Living Trust dated 6/20/2000 (“ONIROT”), TTERB Living Trust (“TTERB”) and Atlas Real Estate Funds, Inc. (“Atlas”), as amended by Amendment No. 4 filed with the SEC on September 10, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 5 filed with the SEC on November 9, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 6 filed with the SEC on November 18, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 7 filed with the SEC on December 24, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 8 filed with the SEC on December 29, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 9 filed with the SEC on January 29, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 10 filed with the SEC on February 10, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 11 filed with the SEC on February 19, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 12 filed with the SEC on March 18, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 13 filed with the SEC on April 12, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 14 filed with the SEC on April 23, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 15 filed with the SEC on May 6, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 16 filed with the SEC on June 8, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 17 filed with the SEC on July 12, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 18 filed with the SEC on August 19, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 19 filed with the SEC on October 1, 2010 by Sillerman, Holdings, Kanavos, Torino, TTERB and Atlas, as amended by Amendment No. 20 filed with the SEC on December 3, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas , as amended by Amendment No. 21 filed with the SEC on September 22, 2011 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB, Atlas and the Kanavos Dynasty Trust 2011 (“KDT”), as amended by Amendment No. 22 filed with the SEC on October 3, 2013 by Sillerman, Holdings, Kanavos, KDT, Torino, ONIROT, TTERB, Atlas and  TS 2013 LLC (“TS”), as amended by Amendment No. 23 filed with the SEC on  December 30, 2013 by Sillerman, Kanavos, KDT, Torino, TTERB, Atlas and TS and as amended by Amendment No. 24 filed with the SEC on March 14, 2014 by Sillerman, Kanavos, KDT, Torino, TTERB, Atlas, TS, Harvey Silverman (“Silverman”), Silverman Partners, L.P. (“SP LP”), Adam Raboy (“Raboy”), The Maple Hill Companies, LLC (“MHC”), Mitchell J. Nelson (“Nelson”) and LMN 134 Family Company, LLC (“LMN”) (as amended, the “Statement”).  This Amendment No. 25 is being filed by Sillerman, Kanavos, KDT, Torino, TTERB, Atlas, TS, Silverman, SP LP, Raboy, MHC, Nelson and LMN. From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended by this Amendment No. 25.  All capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Statement.

 

Sillerman, Kanavos, KDT, Torino, TTERB, TS, Atlas, Silverman, SP LP, Raboy, MHC, Nelson and LMN (collectively, the “Reporting Persons”) have entered into a Fifth Amended and Restated Joint Filing Agreement, dated March 14, 2014, a copy of which has been filed as Exhibit 99.28 to the Statement, and which is  incorporated herein by reference. Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a "group" as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Securities Exchange Act of 1934, as amended.

 

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 16 of 20 Pages

 

Items 4 and 7 of the Statement are hereby amended to the extent hereinafter expressly set forth.

 

ITEM 4.   Purpose of the Transaction.

                Item 4 of the Statement is hereby amended to add the following information:

On December 31, 2014, Sillerman, Kanavos and Torino,  through their corporate affiliate CEN Holdings, Inc., delivered a letter (the “Withdrawal Letter”) to the independent members of the Board of Directors of the Issuer withdrawing the Proposal.

The foregoing description of the Withdrawal Letter is not complete and is qualified in its entirety by the full text of the Withdrawal Letter, which is filed herewith as Exhibit 99.29 and incorporated herein by reference.

ITEM 7.  Material to be Filed as Exhibits.

 

Item 7 of the Statement is hereby amended to add the following exhibit:

 

Exhibit Number		Description
99.29		Letter, dated December 30, 2014, from CEN Holdings, Inc. to the Independent Directors of the Issuer.

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 17 of 20 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  January  6, 2015		/s/ Robert F.X. Sillerman
		Robert F.X. Sillerman
Dated:  January  6, 2015		/s/ Paul C. Kanavos
		Paul C. Kanavos
Dated:  January  6, 2015		Kanavos Dynasty Trust 2011
		Deutsche Bank Trust Company Delaware, as Trustee
		/s/ Susan F. Rodriguez
		Name: Susan F. Rodriguez
		Title: Assistant Vice President
		/s/ Jeanne M. Nardone
		Name: Jeanne M. Nardone
		Title: Vice President
Dated:  January  6, 2015		/s/ Brett Torino
		Brett Torino
Dated:  January  6, 2015		TTERB Living Trust
		/s/ Brett Torino
		By:  Brett Torino, Trustee
Dated:  January  6, 2015		TS 2013 LLC
		By: ONIROT Living Trust dated 6/20/2000
		/s/ Brett Torino
		By:  Brett Torino, Trustee
Dated:  January  6, 2015		Atlas Real Estate Funds, Inc.
		/s/ Paul Kanavos
		Name: Paul Kanavos
		Title:   President

 

 

 

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CUSIP No. 17256R-105

SCHEDULE 13D

Page 18 of 20 Pages

 

Dated:  January  6, 2015		/s/ Harvey Silverman
		Harvey Silverman
Dated:  January  6, 2015		Silverman Partners, L.P.
		/s/ Harvey Silverman
		Name: Harvey Silverman
		Title: General Partner
Dated:  January  6, 2015		/s/ Adam Raboy
		Adam Raboy
Dated:  January  6, 2015		The Maple Hill Companies, LLC
		/s/ Adam Raboy
		Name: Adam Raboy
		Title:   Manager
Dated:  January  6, 2015		/s/ Mitchell J. Nelson
		Mitchell J. Nelson
Dated:  January  6, 2015		LMN 134 Family Company, LLC
		/s/ Mitchell J. Nelson
		Name: Mitchell J. Nelson
		Title:   Manager

 

 

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Exhibit 99.29

 

CEN HOLDINGS, INC.

c/o TS 2013 LLC

4455 Wagon Trail Avenue

Las Vegas, Nevada 89118-4430

 

December 30, 2014

 

 

Independent Directors of Circle Entertainment Inc.

430 Park Avenue, 6th Floor

New York, New York 10022

 

Gentlemen:

 

CEN Holdings, Inc. (“CEN Holdings”), hereby withdraws the expression of intent contained in its letter to you dated December 30, 2013 with respect to taking Circle Entertainment Inc. private and, thus, CEN Holdings’ undertaking in paragraph 9 of the letter to pay, for or on behalf of Circle Entertainment Inc.,  the reasonable fees and expenses described therein shall be of no further force or effect with regard to any such fees and expenses incurred after the date hereof.

 

Please acknowledge receipt of this letter.

 

Very truly yours,

CEN HOLDINGS, INC.

 

By: /s/ Paul C. Kanavos                                           

Name: Paul C. Kanavos                                           

Title: President