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: (212) 796-8199
|
(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) |
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
CUSIP No. 17256R-105 | SCHEDULE 13D | Page 15 of 20 Pages |
CUSIP No. 17256R-105 | SCHEDULE 13D | Page 16 of 20 Pages |
Exhibit Number | Description | |
99.29 |
Letter, dated December 30, 2014, from CEN Holdings, Inc. to the Independent Directors of the Issuer.
|
CUSIP No. 17256R-105 | SCHEDULE 13D | Page 17 of 20 Pages |
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
|
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
|