UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
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 212-225-2000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 22, 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 classof 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).
| 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 | 30,514,606(1) | |
| 9. | Sole Dispositive Power | 0 | |
| 10. | Shared Dispositive Power | 30,514,606(1) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 30,514,606(1) |
| 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) | 84.7%(2) |
| 14. | Type of Reporting Person (See Instructions) | CO |
1This includes 28,914,606 shares of common stock, par value $.01 per share (the “Common Stock”), of Empire Resorts, Inc. (the “Issuer”) and 1,600,000 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 34,423,250 shares of Common Stock outstanding as of February 1, 2019, as reported by the Issuer in the Information Statement on Schedule 14C filed February 11, 2019, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 1,600,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting persons can currently be converted.
| 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 | 30,514,606(3) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 30,514,606(3) |
| 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) | 84.7(4) |
| 14. | Type of Reporting Person (See Instructions) | IN |
3This includes 28,914,606 shares of Common Stock and 1,600,000 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 34,423,250 shares of Common Stock outstanding as of February 1, 2019, as reported by the Issuer in the Information Statement on Schedule 14C filed February 11, 2019, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 1,600,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting persons can currently be converted.
This Amendment No. 22 (this “Amendment No. 22”) 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. 22 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
This Amendment No. 22 is being filed solely to correct a clerical error in the second paragraph of Item 5 of Amendment No. 21.
Item 5. Interest in Securities of the Issuer
The second paragraph of Item 5 included in Amendment 21 is hereby amended and restated in its entirety as follows:
(a-b) As of the date hereof, the Reporting Persons, as a result of the Issuance, may be deemed to share beneficial ownership of30,514,606shares of Common Stock, representing approximately 84.7% of the outstanding Common Stock (calculated on the basis of 34,423,250 shares of Common Stock outstanding as of February 1, 2019, as reported by the Issuer in the Information Statement on Schedule 14C filed February 11, 2019, 2,390 shares of Common Stock into which the Series B Preferred Stock can currently be converted, and 1,600,000 shares of Common Stock into which the Preferred Stock beneficially owned by the Reporting Persons can currently be converted).
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: February 22, 2019
Kien Huat Realty III Limited
By:/s/ Gerard Lim Name: Gerard Lim
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| /s/ Lim Kok Thay by Gerard Lim | |
| Lim Kok Thay |
EXHIBIT INDEX
| Exhibit Index | Description | ||
| Exhibit 1 | Joint FilingAgreement, dated as of August 27, 2009,by andbetween Lim Kok Thay and Kien HuatRealty III Limited. | ||
| Exhibit 2 | InvestmentAgreement,dated as of August 19, 2009,by andbetween EmpireResorts, Inc. and KienHuatRealty III Limited (incorporatedby referenceto Exhibit 10.1 to theCurrentReport on Form 8-K filedby the Issuer on August 19,2009). | ||
| Exhibit 3 | Stockholder VotingAgreement, dated asof August 19, 2009,by and among EmpireResorts, Inc., Kien HuatRealty III Limited and the stockholders signatory thereto (incorporatedby reference to Exhibit 10.3 to the CurrentReport on Form 8-K filedby the Issuer on August 19, 2009). | ||
| Exhibit 4 | RegistrationRightsAgreement, dated asof August 19, 2009,by andbetween EmpireResorts, Inc. and KienHuatRealty III Limited (incorporatedby referenceto Exhibit 10.2 to theCurrentReport on Form 8-K filedby the Issuer on August 19,2009). | ||
| Exhibit 5 | CustodyAgreement, dated as of August 19, 2009,by andbetween Kien HuatRealty III Limited andJPMorganChaseBank, National Association, asCustodian (incorporatedby reference to Exhibit 5 toSchedule 13D filed on August 27, 2009). | ||
| Exhibit 6 | StandbyPurchaseAgreement dated as of April 12, 2013,by andbetweenEmpireResorts, Inc. and KienHuatRealty III Ltd. (incorporatedbyreference toExhibit 6 to Amendment No. 8 toSchedule 13D filed on April 15, 2013). | ||
| Exhibit 7 | StandbyPurchaseAgreement dated as ofJanuary 2, 2015,by andbetween EmpireResorts, Inc. and KienHuatRealty III Ltd. (incorporatedbyreference toExhibit 99.1 to theCurrentReport on Form 8-K filedby the Issuer onJanuary 5,2015). | ||
| Exhibit 8 | StandbyPurchaseAgreement dated as ofDecember 31, 2015,by andbetween EmpireResorts, Inc. and KienHuatRealty III Ltd. (incorporatedbyreference toExhibit 99.1 to theCurrentReport on Form 8-K filedby the Issuer onJanuary 4,2016). | ||
| Exhibit 9 | LetterAgreement dated February 17, 2016,by andbetween EmpireResorts, Inc. and KienHuatRealty III Ltd. (incorporatedbyreference toExhibit 4.1 to theCurrentReport on Form 8-K filedby the Issuer onFebruary 18,2016). | ||
| 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). | ||
| 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). | ||
| 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). | ||
| Exhibit 13 | 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.. | ||
Exhibit 14 |
Subscription Agreement, dated as of November 13, 2018, by and between Kien Huat Realty III Limited and Empire Resorts, Inc. | ||
Exhibit 15 |
Amended and Restated Certificate of Designations for the Series F Convertible Preferred Stock, dated as of November 9, 2018, | ||
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) | ||