SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FX Real Estate and Entertainment Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
302709-100
Mitchell J. Nelson
Atlas Real Estate Funds, Inc.
650 Madison Avenue, 15
th
Floor
New York, New York 10022
Telephone: (212) 796-8174
(Name, address and telephone number of person
authorized to receive notices and communications)
December 29, 2008
(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.
*The remainder of this cover page shall be filled out for a reporting persons 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)
TABLE OF CONTENTS
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CUSIP No.
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302709-100
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SCHEDULE 13D
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Page
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2
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of
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13
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Pages
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1
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NAME OF REPORTING PERSONS
Robert F.X. Sillerman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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14,471,972
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,474,528
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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14,471,972
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WITH
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10
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SHARED DISPOSITIVE POWER
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6,474,528
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,946,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES **
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.4%
1
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14
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TYPE OF REPORTING PERSON
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IN
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1
See Item 5(a) herein.
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CUSIP No.
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302709-100
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SCHEDULE 13D
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Page
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3
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of
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13
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Pages
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1
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NAME OF REPORTING PERSONS
Sillerman Capital Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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766,917
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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766,917
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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766,917
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES **
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.5%
2
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14
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TYPE OF REPORTING PERSON
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PN
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2
See Item 5(a) herein.
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CUSIP No.
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302709-100
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SCHEDULE 13D
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Page
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4
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of
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13
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Pages
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1
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NAME OF REPORTING PERSONS
Paul C. Kanavos
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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1,004,254
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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11,530,755
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,004,254
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WITH
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10
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SHARED DISPOSITIVE POWER
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11,530,755
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,535,009
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES **
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.5%
3
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14
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TYPE OF REPORTING PERSON
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IN
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3
See Item 5(a) herein.
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CUSIP No.
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302709-100
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SCHEDULE 13D
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Page
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5
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of
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13
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Pages
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1
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NAME OF REPORTING PERSONS
Brett Torino
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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256,238
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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13,107,339
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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256,238
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WITH
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10
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SHARED DISPOSITIVE POWER
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13,107,339
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,363,577
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES **
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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24.6%
4
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14
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TYPE OF REPORTING PERSON
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IN
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4
See Item 5(a) herein.
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CUSIP No.
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302709-100
|
SCHEDULE 13D
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Page
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6
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of
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13
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Pages
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1
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NAME OF REPORTING PERSONS
ONIROT Living Trust dated 06/20/2000
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Nevada
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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5,556,870
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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5,556,870
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,556,870
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES **
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.7%
5
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14
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TYPE OF REPORTING PERSON
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OO
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5
See Item 5(a) herein.
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CUSIP No.
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302709-100
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SCHEDULE 13D
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Page
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7
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of
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13
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Pages
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1
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NAME OF REPORTING PERSONS
TTERB Living Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Nevada
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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7,550,469
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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7,550,469
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,550,469
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES **
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.9%
6
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14
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TYPE OF REPORTING PERSON
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OO
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6
See Item
5(a) herein.
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CUSIP No.
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302709-100
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SCHEDULE 13D
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Page
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8
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of
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13
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Pages
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1
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NAME OF REPORTING PERSONS
Atlas Real Estate Funds, Inc.
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
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|
|
3
|
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
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OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
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|
|
o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
|
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SOLE VOTING POWER
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NUMBER OF
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-0-
|
|
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|
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SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
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5,407,611
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|
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EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
-0-
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
5,407,611
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
5,407,611
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES **
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
10.4%
7
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
CO
|
7
See Item 5(a) herein.
|
|
|
|
|
CUSIP No. 302709-100
|
|
SCHEDULE 13D
|
|
Page 9 of 13 Pages
|
This Amendment No. 3 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 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 and as amended by Amendment No. 2 filed
with the SEC on May 15, 2008 by Sillerman and Holdings (as amended, the Statement). This
Amendment No. 3 is also being filed by Paul C. Kanavos (Kanavos), Brett Torino, ONIROT Living
Trust dated 6/20/2000 (ONIROT), TTERB Living Trust (TTERB) and Atlas Real Estate Funds, Inc.
(Atlas). 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.
3. All capitalized terms used but not defined herein have the respective meanings ascribed to such
terms in the Statement.
Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas (collectively, the Reporting
Persons) have entered into a Joint Filing Agreement, dated December 29, 2008, a copy of which is
filed herewith as Exhibit 12 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.
Items 2, 3, 4, 5, 6 and 7 of the Statement are hereby amended to the extent hereinafter
expressly set forth.
ITEM 2. Identity and Background.
Item 2 of the Statement is hereby amended to add the following information:
(a) Kanavos, Torino, ONIROT, TTERB and Atlas.
(b), (c), (f) The following table sets forth the name, address and citizenship for each of
Kanavos, Torino, ONIROT, TTERB and Atlas:
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|
|
|
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|
|
Citizenship/Place of
|
Reporting Person
|
|
Business Address
|
|
Organization
|
Kanavos
|
|
650 Madison Avenue, New York,
New York 10022
|
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United States
|
|
|
|
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Torino
|
|
4455 Wagon Trail Avenue, Las
Vegas, Nevada 89118
|
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United States
|
|
|
|
|
|
ONIROT
|
|
4455 Wagon Trail Avenue, Las
Vegas, Nevada 89118
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Nevada
|
|
|
|
|
|
TTERB
|
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4455 Wagon Trail Avenue, Las
Vegas, Nevada 89118
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Nevada
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Atlas
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650 Madison Avenue, 15th Floor
New York, New York 10022
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Delaware
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The principal business of each of Kanavos, Torino, ONIROT, TTERB and Atlas is set forth in the
following table:
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Reporting Person
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Principal Business
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Kanavos
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Kanavos is President and a director of the Issuer and
Chairman and Chief Executive Officer of Flag Luxury
Properties, LLC, a real estate development company.
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Torino
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Torino is Chairman-Las Vegas Division of the Issuer and
Chief Executive Officer and President of Torino
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CUSIP No. 302709-100
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SCHEDULE 13D
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Page 10 of 13 Pages
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Reporting Person
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Principal Business
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Companies, LLC, a real estate development company.
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ONIROT
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ONIROT is a living trust formed for the sole benefit of
Torino.
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TTERB
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TTERB is a living trust formed for the sole benefit of
Torino
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Atlas
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Atlas invests in real estate-related securities.
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The sole trustee of each of ONIROT and TTERB is Torino. The directors and executive officers of
Atlas are Sillerman, Kanavos and Torino. The controlling stockholders of Atlas are Sillerman,
Kanavos and Torino (through TTERB).
(d), (e) To the knowledge of the Reporting Persons, none of Kanavos, Torino, ONIROT, TTERB or
Atlas has, during the last five years, been (1) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) 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.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended to add the following information:
On December 29, 2008, Atlas acquired a total of 5,407,611 shares of Common Stock from
Sillerman, Kanavos and Torino (through TTERB) and certain other stockholders of the Issuer, valued
at $0.125 per share (the closing price per share of Common Stock as reported on The NASDAQ Global
Market on that date), in exchange for voting common stock of Atlas representing approximately 97%
of Atlas outstanding voting common stock (the Exchange Transaction). As a result of the Exchange
Transaction, Sillerman, Kanavos and Torino (through TTERB) received an approximately 79% voting
interest in Atlas and thereafter became Atlas directors and executive officers.
ITEM 4. Purpose of the Transaction.
Item 4 of the Statement is hereby amended to add the following information:
Atlas effectuated the Exchange Transaction for the purpose of complementing its existing
business of investing in real estate-related securities. Sillerman, Kanavos and TTERB and the
other participating stockholders of the Issuer effectuated the Exchange Transaction for the purpose
of consolidating their stock ownership of the Issuer into a single entity, for among other reasons,
to exercise greater influence over the management and affairs of the Issuer. Except as set forth
herein, the Reporting Persons have no present plan or proposal that would relate to or result in
any of the actions set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) As of the date of this Statement:
Sillerman beneficially owns (i) directly 14,471,972 shares of Common Stock (consisting of: (A)
13,271,972 shares of Common Stock owned of record by Sillerman; and (B) 1,200,000 shares of Common
Stock issuable upon the exercise of stock options held by Sillerman that are exercisable at $20.00
per share within 60 days after the date of this Statement) and (ii) indirectly 6,474,528 shares of
Common Stock (consisting of: (A) 766,917 shares of Common Stock owned of record by Holdings, which
Sillerman
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CUSIP No. 302709-100
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SCHEDULE 13D
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Page 11 of 13 Pages
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controls through a trust for the benefit of Sillermans descendents; (B) 300,000 shares
of Common Stock owned of record by Laura Baudo Sillerman, Sillermans spouse; and (C) 5,407,611
shares of Common Stock owned of record by Atlas), which shares of Common Stock represent in the
aggregate approximately 39.4% of the 53,192,417 shares of Common Stock deemed outstanding for such
purpose, calculated based upon the sum of (x) 51,992,417 shares of Common Stock outstanding as of
the date of this Statement and (y) the 1,200,000 shares of Common Stock issuable upon exercise of
the aforesaid stock options.
Kanavos beneficially owns (i) directly 7,127,398 shares of Common Stock (consisting of: (A)
354,254 shares of Common Stock owned of record by Kanavos; (B) 4,980,284 shares of Common Stock
owned of record by Kanavos and his spouse, Dayssi Olarte de Kanavos, as joint tenants; (C) 500,000
shares of Common Stock owned of record by the Paul C. Kanavos 2008 GRAT; (D) 1,142,860 shares of
Common Stock issuable upon the exercise of presently exercisable warrants held by Kanavos and his
spouse, half of which are exercisable at $4.50 per share and the other half of which are
exercisable at $5.50 per share; and (E) 150,000 shares of Common Stock issuable upon the exercise
of stock options held by Kanavos that are exercisable at $20.00 per share within 60 days after the
date of this Statement) and (ii) indirectly 5,407,611 shares of Common Stock (consisting of the
shares of Common Stock owned of record by Atlas), which shares of Common Stock represent in the
aggregate approximately 23.5% of the 53,285,277 shares of Common Stock deemed outstanding for such
purpose, calculated based upon the sum of (x) 51,992,417 shares of Common Stock outstanding as of
the date of this Statement and (y) the 1,292,860 shares of Common Stock issuable upon exercise of
the aforesaid stock options and warrants. Kanavos beneficial ownership excludes 500,000 shares of
Common Stock owned of record by his spouses GRAT, the Dayssi Olarte de Kanavos 2008 GRAT.
Torino beneficially owns (i) directly 256,238 shares of Common Stock (consisting of: (A)
176,238 shares of Common Stock owned of record by Torino; and (B) 80,000 shares of Common Stock
issuable upon the exercise of stock options held by Torino that are exercisable at $20.00 per share
within 60 days after the date of this Statement) and (ii) indirectly 13,107,339 shares of Common
Stock (consisting of: (A) 5,556,870 shares of Common Stock owned of record by ONIROT; (B)
2,142,858 shares of Common Stock issuable upon the exercise of presently exercisable warrants held
by TTERB, half of which are exercisable at $4.50 per share and the other half of which are
exercisable at $5.50 per share; and (C) 5,407,611 shares of Common Stock owned of record by Atlas),
which shares of Common Stock represent in the aggregate approximately 24.6% of the 54,215,275
shares of Common Stock deemed outstanding for such purpose, calculated based upon the sum of (x)
51,992,417 shares of Common Stock outstanding as of the date of this Statement and (y) the
2,222,858 shares of Common Stock issuable upon exercise of the aforesaid stock options and
warrants.
Atlas beneficially owns 5,407,611 shares of Common Stock, which represents approximately 10.4%
of the 51,992,417 shares of Common Stock outstanding as of the date of this Statement. Sillerman,
Kanavos and Torino (through TTERB), by virtue of owning a combined approximately 76% voting
interest in Atlas and serving as its directors and executive officers, also are deemed to have
beneficial ownership of these shares of Common Stock.
(b) As of the date of this Statement:
Of the Common Stock reported herein as being beneficially owned by Sillerman, Sillerman
possesses sole voting and sole dispositive power over 14,471,972 shares of Common Stock and
possesses shared voting power and dispositive power over 6,474,528 shares of Common Stock.
Of the Common Stock reported herein as being beneficially owned by Kanavos, Kanavos possesses
sole voting and sole dispositive power over 1,004,254 shares of Common Stock and possesses shared
voting power and dispositive power over 11,530,755 shares of Common Stock.
Of the Common Stock reported herein as being beneficially owned by Torino, Torino possesses
sole voting and sole dispositive power over 256,238 shares of Common Stock and possesses shared
voting power and dispositive power over 13,107,339 shares of Common Stock.
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CUSIP No. 302709-100
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SCHEDULE 13D
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Page 12 of 13 Pages
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Of the Common Stock reported herein as being beneficially owned by Atlas, Atlas possesses
shared voting power and dispositive power over all of the 5,407,611 shares of Common Stock.
(c) On December 29, 2008, Atlas acquired the 5,407,611 shares of Common Stock reported herein
as being beneficially owned by it in the Exchange Transaction. In the Exchange Transaction, these
shares of Common Stock were valued at $0.125 per share (the closing price per share of Common Stock
as reported on The NASDAQ Global Market on that date). In the Exchange Transaction, Sillerman,
Kanavos and Torino (through TTERB) transferred to Atlas 2,720,000, 601,430 and 1,071,429 shares of
Common Stock, respectively. Except for the transactions described herein, during the sixty days
immediately preceding the date of this Statement, the Reporting Persons have not effected any
transactions in the Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer.
Item 6 of the Statement is hereby amended to add the following information:
On December 29, 2008, the Reporting Persons entered into a Joint Filing Agreement. A copy of
the Joint Filing Agreement is filed herewith as Exhibit 12 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:
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Exhibit
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Number
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Description
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12
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Joint Filing Agreement dated December 29, 2008 by and among
Robert F.X. Sillerman, Sillerman Capital Holdings, L.P.,
Paul C. Kanavos, Brett Torino, ONIROT Living Trust dated
06/20/2000, TTERB Living Trust and Atlas Real Estate Funds,
Inc.
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CUSIP No. 302709-100
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SCHEDULE 13D
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Page 13 of 13 Pages
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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.
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Dated: December 29, 2008
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/s/ Robert F.X. Sillerman
Robert F.X. Sillerman
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Dated: December 29, 2008
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Sillerman Capital Holdings, L.P.
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/s/ Robert F.X. Sillerman
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By: Robert F.X. Sillerman, as President of Sillerman
Capital Holdings, Inc.
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Its: General Partner
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Dated: December 29, 2008
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/s/ Paul C. Kanavos
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Paul C. Kanavos
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Dated: December 29, 2008
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/s/ Brett Torino
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Brett Torino
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Dated: December 29, 2008
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ONIROT Living Trust dated 06/20/2000
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/s/ Brett Torino
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By: Brett Torino, as Trustee
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Dated: December 29, 2008
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TTERB Living Trust
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/s/ Brett Torino
By: Brett Torino, as Trustee
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Dated: December 29, 2008
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Atlas Real Estate Funds, Inc.
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By:
Name:
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/s/ Paul Kanavos
Paul Kanavos
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Title:
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President
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