sec document
RULE 424(B)(3)
REGISTRATION STATEMENT 333-109146
PROSPECTUS SUPPLEMENT
DATED JUNE 18, 2004
TO
PROSPECTUS DATED DECEMBER 18, 2003
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EMPIRE RESORTS, INC.
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This Prospectus Supplement, dated June 18, 2004 ("Supplement No.
2"), supplements that certain Prospectus dated December 18, 2003 (the "Original
Prospectus"), as supplemented by that certain Prospectus Supplement dated June
17, 2004 ("Supplement No. 1" and together with the Original Prospectus, the
"Prospectus") and should be read in conjunction with the Prospectus.
CORRECTION
Please note that Supplement No. 1 is hereby amended and restated in
its entirety as follows:
"SELLING SHAREHOLDERS
The following updates the table under the section entitled "Selling
Shareholders" of the Prospectus, to account for sales and transfers of shares
listed in such table that Empire Resorts is aware of since the original date of
the Prospectus. Such transactions are as follows:
o on April 12, 2004, Monticello Realty transferred 220,000 shares
of common stock of Empire Resorts to certain of its members
pursuant to the Prospectus' Plan of Distribution;
o on May 28, 2004, Monticello Realty transferred 3,505,969 shares
of common stock of Empire Resorts to certain of its members in
accordance with the Prospectus' Plan of Distribution;
o on June 7, 2004, Monticello Realty sold 3,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 8, 2004, Monticello Realty sold 10,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 9, 2004, Monticello Realty sold 5,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 15, 2004, Monticello Realty sold 10,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 17, 2004, Monticello Realty sold 10,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 2, 2004, Watertone Holdings distributed 4,475,788 shares
of common stock of Empire Resorts to its general and limited
partners in accordance with the Prospectus' Plan of
Distribution, including to certain affiliates as listed below:
o 3,039,283 shares to Robert A. Berman,
o 17,022 shares to Scott A. Kaniewski,
o 126,663 shares to Paul deBary,
o 221,938 shares to Berman Living Trust,
o 95,500 shares to Berman Family Trust,
o 224,179 shares to the Kaniewski Family Limited Partnership
and
o 265,697 shares to the KFP Trust;
o on June 2, 2004, Watertone Holdings distributed 31,870 shares of
common stock of Empire Resorts to various individuals and
entities as listed below to satisfy outstanding indebtedness:
o 12,595 shares to individual retirement account entitled
UBS-FINSVC CDN FBO Paul A. deBary, Esq.,
o 6,000 shares to the Berman Family Trust and
o 13,275 shares to the Berman Living Trust;
o on June 2, 2004, Watertone Holdings transferred by gift 1,300
shares of common stock of Empire Resorts on behalf of KFP Trust
to various donees as listed below:
o 1,000 shares to the Convent of the Sacred Heart and
o 300 shares to the Boys & Girls Clubs of Chicago;
o on June 2, 2004, Watertone Holdings transferred by gift 6,500
shares of common stock of Empire Resorts on behalf of Paul
deBary to various donees as listed below:
o 2,000 shares to the AA Alumni Foundation, Inc.,
o 500 shares to the Old Blue Foundation,
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o 2,000 shares to Ned deBary and
o 2,000 shares to Lewis S. Fischbien; and
o on June 2, 2004, Watertone Holdings distributed 24,552 shares of
common stock of Empire Resorts to Paul deBary in order to redeem
Mr. deBary's 2.97% limited partnership interest in Watertone
Holdings.
The revised table, therefore, is as follows:
Shares of Empire Resorts'
Common Stock to be
Owned after the Offering
------------------------
Shares of Empire
Resorts' Common Shares of Empire
Stock Owned Resorts'
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ---------------- ------ -------
Americas Tower Partners 6,599,294 6,599,294 -- --
Watertone Holdings 25,000 25,000 -- --
Monticello Realty 1,968,292 1,968,292 -- --
Robert A. Berman 4,563,510 (1) 3,750,250 813,260 (2) 3.09%
Scott A. Kaniewski 1,002,085 (3) 149,678 852,407 (4) 3.24%
KFP Trust 300,883 (5) 264,831 36,052 (6) *
Kaniewski Family Limited
Partnership 254,357 (7) 224,613 29,744 (8) *
Philip B. Berman 384,472 (9) 22,542 361,930 (10) 1.39%
Clifford A. Ehrlich 250,512 250,512 -- --
Fox-Hollow Lane, LLC 182,191 182,191 -- --
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Shares of Empire Resorts'
Common Stock to be
Owned after the Offering
------------------------
Shares of Empire
Resorts' Common Shares of Empire
Stock Owned Resorts'
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ---------------- ------ -------
Shamrock Strategies, Inc. 22,774 22,774 -- --
Paul deBary 225,913 (11) 163,810 62,103 (12) *
UBS-FINSVC CDN FBO
Paul A. deBary, Esq 12,595 12,595 -- --
Berman Living Trust (13) 235,213 235,213 -- --
Berman Family Trust 102,033 (14) 101,500 533 (15) *
AA Alumni Foundation, Inc. 2,000 2,000 -- --
Old Blue Foundation 500 500 -- --
Ned deBary 2,000 2,000 -- --
Lewis S. Fischbien 2,000 2,000 -- --
Convent of the Sacred Heart 1,000 1,000 -- --
Boys & Girls Clubs of
Chicago 300 300 -- --
-----------
* less than 1%
(1) Includes 4,133,287 shares of common stock owned directly by Robert
A. Berman, options that are currently exercisable into 279,189
shares of common stock, 31,833 shares of common stock held directly
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by Debbie N. Berman, 101,500 shares of common stock held directly by
the Berman Family Trust and 17,701 shares of common stock held
directly by Watertone Holdings. Robert A. Berman directly holds a
46.305% limited partnership interest in Watertone Holdings,
representing an indirect beneficial ownership interest in 11,576
shares of such 17,701 shares of Empire Resorts' common stock held
directly by Watertone Holdings. Through BKB, LLC, 82% of which is
owned by Robert A. Berman, Robert A. Berman indirectly holds a
general partnership interest of .82% of Watertone Holdings,
representing an indirect beneficial ownership interest in an
additional 205 shares of such 17,701 shares of Empire Resorts'
common stock held directly by Watertone Holdings, and through Avon
Road Partners, LP, 88% of which is owned by Robert A. Berman, Robert
A. Berman indirectly beneficially holds an additional 20.837%
limited partnership interest in Watertone Holdings, representing an
indirect beneficial ownership interest in an additional 5,209 of
such 17,701 shares of Empire Resorts' common stock held directly by
Watertone Holdings. Debbie N. Berman, Robert A. Berman's wife, owns
a 3% limited partnership interest in Avon Road Partners, LP,
representing a .0071% limited partnership interest in Watertone
Holdings, representing an indirect beneficial ownership interest in
an additional 178 of such 17,701 shares of Empire Resorts' common
stock held directly by Watertone Holdings. The Berman Family Trust
whose beneficiaries are Robert A. Berman's children, owns an 8%
limited partnership interest in Avon Road Partners, LP, representing
a 1.894% limited partnership interest in Watertone Holdings,
representing an indirect beneficial ownership interest in an
additional 533 of such 17,701 shares of Empire Resorts' common stock
held directly by Watertone Holdings. Debbie N. Berman, Robert A.
Berman's wife, and Philip B. Berman, Robert A. Berman's brother, are
co-trustees of the Berman Family Trust and have joint voting and
dispositive power with respect to its holdings. Robert A. Berman
disclaims beneficial ownership of all shares of common stock held by
the Berman Family Trust and by Debbie N. Berman.
(2) Includes 383,037 shares of common stock owned directly by Robert A.
Berman, options that are currently exercisable into 279,189 shares
of common stock, 31,833 shares of common stock held directly by
Debbie N. Berman, 101,500 shares of common stock held directly by
the Berman Family Trust and 17,701 shares of common stock held
directly by Watertone Holdings. Robert A. Berman directly holds a
46.305% limited partnership interest in Watertone Holdings,
representing an indirect beneficial ownership interest in 11,576
shares of such 17,701 shares of Empire Resorts' common stock held
directly by Watertone Holdings. Through BKB, LLC, 82% of which is
owned by Robert A. Berman, Robert A. Berman indirectly holds a
general partnership interest of .82% of Watertone Holdings,
representing an indirect beneficial ownership interest in an
additional 205 shares of such 17,701 shares of Empire Resorts'
common stock held directly by Watertone Holdings, and through Avon
Road Partners, LP, 88% of which is owned by Robert A. Berman, Robert
A. Berman indirectly beneficially holds an additional 20.837%
limited partnership interest in Watertone Holdings, representing an
indirect beneficial ownership interest in an additional 5,209 of
such 17,701 shares of Empire Resorts' common stock held directly by
Watertone Holdings. Debbie N. Berman, Robert A. Berman's wife, owns
a 3% limited partnership interest in Avon Road Partners, LP,
representing a .0071% limited partnership interest in Watertone
Holdings, representing an indirect beneficial ownership interest in
an additional 178 of such 17,701 shares of Empire Resorts' common
stock held directly by Watertone Holdings. The Berman Family Trust
whose beneficiaries are Robert A. Berman's children, owns an 8%
limited partnership interest in Avon Road Partners, LP, representing
a 1.894% limited partnership interest in Watertone Holdings,
representing an indirect beneficial ownership interest in an
additional 533 of such 17,701 shares of Empire Resorts' common stock
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held directly by Watertone Holdings. Debbie N. Berman, Robert A.
Berman's wife, and Philip B. Berman, Robert A. Berman's brother, are
co-trustees of the Berman Family Trust and have joint voting and
dispositive power with respect to its holdings. Robert A. Berman
disclaims beneficial ownership of all shares of common stock held by
the Berman Family Trust and by Debbie N. Berman.
(3) Includes 151,118 shares of common stock owned directly by Scott A.
Kaniewski, options that are currently exercisable into 295,689
shares of common stock, 2,776 shares of common stock held directly
by Watertone Holdings, 253,119 shares of common stock held directly
by Kaniewski Family Limited Partnership and 299,383 shares of common
stock held directly by KFP Trust. Through BKB, LLC, 15.3% of which
is owned by Scott A. Kaniewski, Scott A. Kaniewski indirectly holds
a general partnership interest of .153% of Watertone Holdings,
representing an indirect beneficial ownership interest in an
additional 38 shares of such 2,776 shares of Empire Resorts' common
stock held directly by Watertone Holdings. Kaniewski Family Limited
Partnership, with respect to which Mr. Kaniewski is a 1% limited
partner and the general partner with sole voting and dispositive
power, holds a 4.95% limited partnership interest in Watertone
Holdings, representing an indirect beneficial ownership interest in
1,238 shares of such 2,776 shares of Empire Resorts' common stock
held directly by Watertone Holdings, and through BKB, LLC, 0.05% of
which is owned by Kaniewski Family Limited Partnership, Kaniewski
Family Limited Partnership indirectly holds a general partnership
interest of .0005% of Watertone Holdings, representing an indirect
beneficial ownership interest in less than 1 share of such 2,776
shares of Empire Resorts' common stock held directly by Watertone
Holdings. Scott A. Kaniewski disclaims beneficial ownership of all
the shares of common stock owned by Kaniewski Family Limited
Partnership for any purpose other than voting and dispositive
powers. KFP Trust, whose sole trustee is Stacey B. Kaniewski, Scott
A. Kaniewski's wife, and whose sole beneficiaries are Scott A.
Kaniewski's children, holds a 6.00% limited partnership interest in
Watertone Holdings, representing an indirect beneficial ownership
interest in 1,500 shares of such 2,776 shares of Empire Resorts'
common stock held directly by Watertone Holdings, and through BKB,
LLC, 0.05% of which is owned by KFP Trust, KFP Trust indirectly
holds a general partnership interest of .0005% of Watertone
Holdings, representing an indirect beneficial ownership interest in
less than 1 share of such 2,776 shares of Empire Resorts' common
stock held directly by Watertone Holdings. Scott A. Kaniewski
disclaims beneficial ownership of all shares of common stock held by
KFP Trust.
(4) Includes 1,440 shares of common stock owned directly by Scott A.
Kaniewski, options that are currently exercisable into 295,689
shares of common stock, 2,776 shares of common stock held directly
by Watertone Holdings, 253,119 shares of common stock held directly
by Kaniewski Family Limited Partnership and 299,383 shares of common
stock held directly by KFP Trust. Through BKB, LLC, 15.3% of which
is owned by Scott A. Kaniewski, Scott A. Kaniewski indirectly holds
a general partnership interest of .153% of Watertone Holdings,
representing an indirect beneficial ownership interest in an
additional 38 shares of such 2,776 shares of Empire Resorts' common
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stock held directly by Watertone Holdings. Kaniewski Family Limited
Partnership, with respect to which Mr. Kaniewski is a 1% limited
partner and the general partner with sole voting and dispositive
power, holds a 4.95% limited partnership interest in Watertone
Holdings, representing an indirect beneficial ownership interest in
1,238 shares of such 2,776 shares of Empire Resorts' common stock
held directly by Watertone Holdings, and through BKB, LLC, 0.05% of
which is owned by Kaniewski Family Limited Partnership, Kaniewski
Family Limited Partnership indirectly holds a general partnership
interest of .0005% of Watertone Holdings, representing an indirect
beneficial ownership interest less than 1 share of such 2,776 shares
of Empire Resorts' common stock held directly by Watertone Holdings.
Scott A. Kaniewski disclaims beneficial ownership of all the shares
of common stock owned by Kaniewski Family Limited Partnership for
any purpose other than voting and dispositive powers. KFP Trust,
whose sole trustee is Stacey B. Kaniewski, Scott A. Kaniewski's
wife, and whose sole beneficiaries are Scott A. Kaniewski's
children, holds a 6.00% limited partnership interest in Watertone
Holdings, representing an indirect beneficial ownership interest in
1,500 shares of such 2,776 shares of Empire Resorts' common stock
held directly by Watertone Holdings, and through BKB, LLC, 0.05% of
which is owned by KFP Trust, KFP Trust indirectly holds a general
partnership interest of .0005% of Watertone Holdings, representing
an indirect beneficial ownership interest in less than 1 share of
such 2,776 shares of Empire Resorts' common stock held directly by
Watertone Holdings. Scott A. Kaniewski disclaims beneficial
ownership of all shares of common stock held by KFP Trust.
(5) Includes 299,383 shares of common stock held directly by KFP Trust
and 1,500 shares of common stock held directly by Watertone
Holdings. KFP Trust holds a 6.00% limited partnership interest in
Watertone Holdings, representing an indirect beneficial ownership
interest in such 1,500 shares of Empire Resorts' common stock held
directly by Watertone Holdings, and through BKB, LLC, .05% of which
is owned by KFP Trust, KFP Trust indirectly holds a general
partnership interest of .0005% of Watertone Holdings, representing
an indirect beneficial ownership interest in less than 1 share of
such 1,500 shares of Empire Resorts' common stock held directly by
Watertone Holdings.
(6) Includes 34,552 shares of common stock held directly by KFP Trust
and 1,500 shares of common stock held directly by Watertone
Holdings. KFP Trust holds a 6.00% limited partnership interest in
Watertone Holdings, representing an indirect beneficial ownership
interest in such 1,500 shares of Empire Resorts' common stock held
directly by Watertone Holdings, and through BKB, LLC, .05% of which
is owned by KFP Trust, KFP Trust indirectly holds a general
partnership interest of .0005% of Watertone Holdings, representing
an indirect beneficial ownership interest in less than 1 share of
such 1,500 shares of Empire Resorts' common stock held directly by
Watertone Holdings.
(7) Includes 253,119 shares of common stock held directly by Kaniewski
Family Limited Partnership and 1,238 shares of common stock held
directly by Watertone Holdings. Kaniewski Family Limited Partnership
holds a 4.95% limited partnership interest in Watertone Holdings,
representing an indirect beneficial ownership interest in such 1,238
shares of Empire Resorts' common stock held directly by Watertone
Holdings, and through BKB, LLC, .05% of which is owned by Kaniewski
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Family Limited Partnership, Kaniewski Family Limited Partnership
indirectly holds a general partnership interest of .0005% of
Watertone Holdings, representing an indirect beneficial ownership
interest in less than 1 share of such 1,238 shares of Empire
Resorts' common stock held directly by Watertone Holdings.
(8) Includes 28,506 shares of common stock held directly by Kaniewski
Family Limited Partnership and 1,238 shares of common stock held
directly by Watertone Holdings. Kaniewski Family Limited Partnership
holds a 4.95% limited partnership interest in Watertone Holdings,
representing an indirect beneficial ownership interest in such 1,238
shares of Empire Resorts' common stock held directly by Watertone
Holdings, and through BKB, LLC, .05% of which is owned by Kaniewski
Family Limited Partnership, Kaniewski Family Limited Partnership
indirectly holds a general partnership interest of .0005% of
Watertone Holdings, representing an indirect beneficial ownership
interest in less than 1 share of such 1,238 shares of Empire
Resorts' common stock held directly by Watertone Holdings.
(9) Includes 45,988 shares of common stock owned directly by Philip B.
Berman, 1,771 shares of common stock held directly by Watertone
Holdings, 235,213 shares of common stock owned directly by the
Berman Living Trust and 101,500 shares of common stock owned
directly by the Berman Family Trust. Philip B. Berman directly holds
a 4.95% limited partnership interest in Watertone Holdings,
representing an indirect beneficial ownership interest in 1,237
shares of such 1,771 shares of Empire Resorts' common stock held
directly by Watertone Holdings, and through BKB, LLC, 2.6% of which
is owned by Philip B. Berman, Philip B. Berman indirectly holds a
general partnership interest of .026% of Watertone Holdings,
representing an indirect beneficial ownership interest in an
additional 7 shares of such 1,771 shares of Empire Resorts' common
stock held directly by Watertone Holdings. Philip B. Berman is the
co-trustee of the Berman Family Trust which holds a 9% limited
partnership interest in Avon Road Partners, LP which holds a 23.678%
limited partnership interest in Watertone Holdings representing 533
of such representing an indirect beneficial ownership interest in
533 shares of such 1,771 shares of Empire Resorts' common stock held
directly by Watertone Holdings. Philip B. Berman is the co-trustee
of the Berman Living Trust.
(10) Includes 23,446 shares of common stock owned directly by Philip B.
Berman and 1,771 shares of common stock held directly by Watertone
Holdings, 235,213 shares owned directly by the Berman Living Trust
and 101,500 shares of common stock owned directly by the Berman
Family Trust. Philip B. Berman directly holds a 4.95% limited
partnership interest in Watertone Holdings, representing an indirect
beneficial ownership interest in 1,237 shares of such 1,771 shares
of Empire Resorts' common stock held directly by Watertone Holdings,
and through BKB, LLC, 2.6% of which is owned by Philip B. Berman,
Philip B. Berman indirectly holds a general partnership interest of
.026% of Watertone Holdings, representing an indirect beneficial
ownership interest in an additional 7 shares of such 1,771 shares of
Empire Resorts' common stock held directly by Watertone Holdings.
Philip B. Berman is the co-trustee of the Berman Family Trust which
holds a 9% limited partnership interest in Avon Road Partners, LP
which holds a 23.678% limited partnership interest in Watertone
Holdings representing 533 of such representing an indirect
beneficial ownership interest in 533 shares of such 1,771 shares of
Empire Resorts' common stock held directly by Watertone Holdings.
Philip B. Berman is the co-trustee of the Berman Living Trust.
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(11) Includes 203,318 shares of common stock owned directly by Paul
deBary, 12,595 shares of common stock held in an individual
retirement account for Mr. deBary's benefit and options that are
currently exercisable into 10,000 shares of common stock.
(12) Includes 52,103 shares of common stock owned directly by Paul deBary
and options that are currently exercisable into 10,000 shares of
common stock.
(13) The co-trustees of the Berman Living Trust are Philip B. Berman and
Pamela J. Berman.
(14) Includes 101,500 shares of common stock owned directly by the Berman
Family Trust and 533 shares of common stock held directly by
Watertone Holdings. The Berman Family Trust holds a 9% limited
partnership interest in Avon Road Partners, LP which holds a 23.678%
limited partnership interest in Watertone Holdings.
(15) Includes 533 shares of common stock held directly by Watertone
Holdings. The Berman Family trust holds a 9% limited partnership
interest in Avon Road Partners, LP which holds a 23.678% limited
partnership interest in Watertone Holdings."
All provisions of the Prospectus not specifically amended by this
Supplement No. 2 remain in full force and effect.
Please insert this Supplement No. 2 into your Prospectus and retain
both this Supplement No. 2 and the Prospectus for future reference. If you would
like to receive a copy of the Prospectus, as supplemented to date, please write
to Empire Resorts' Corporate Secretary at c/o Monticello Raceway, Route 17B,
P.O. Box 5013, Monticello, New York 12701 or call (845) 794-4100.
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