sec document
RULE 424(B)(3)
REGISTRATION STATEMENT 333-109146
PROSPECTUS SUPPLEMENT
DATED JUNE 28, 2004
TO
PROSPECTUS DATED DECEMBER 18, 2003
---------------------------------------
EMPIRE RESORTS, INC.
---------------------------------------
This Prospectus Supplement, dated June 21, 2004 ("Supplement No.
3"), supplements that certain Prospectus dated December 18, 2003 (the "Original
Prospectus"), as supplemented by those certain Prospectus Supplements dated June
17, 2004 and June 18, 2004 (together with the Original Prospectus, the
"Prospectus") and should be read in conjunction with the Prospectus.
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 date of the
Prospectus. Such transactions are as follows:
o on June 7, 2004, Monticello Realty sold 100,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 9, 2004, Monticello Realty sold 100,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 18, 2004, Monticello Realty sold 50,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 21, 2004, Monticello Realty sold 3,424 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 22, 2004, Monticello Realty sold 26,700 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 23, 2004, Monticello Realty sold 12,500 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 24, 2004, Monticello Realty sold 5,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 25, 2004, Monticello Realty sold 15,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on June 2, 2004, Americas Tower Partners distributed 6,202,169
shares of common stock of Empire Resorts to its partners, each
of whom is an affiliate of Empire Resorts, as listed below:
o 2,042,643 shares to Joseph E. Bernstein,
o 2,221,243 shares to Ralph J. Bernstein,
o 1,283,854 shares to Morad Tahbaz and
o 654,429 shares to Phillip Carter;
o on June 2, 2004, Americas Tower Partners transferred by gift
397,125 shares of common stock of Empire Resorts to various
donees as listed below:
o 5,000 shares to Michael Vranos,
o 5,000 shares to Alex Trembecki,
o 2,500 shares to Alan Lee,
o 2,500 shares Jean-Marc Zarka,
o 5,000 shares to Jamshid Ehsani,
o 10,000 shares to Jombihis Corporation,
o 60,000 shares to Stanley Silverstein,
o 2,500 shares to Larry Silverstein,
o 5,000 shares to Suneel Bakshi,
o 2,500 shares to Joel Wilkenfeld,
o 1,400 shares to Michael Cohen,
o 500 shares to Juliette Rae Hart Cohen Trust,
o 100 shares to Barbara Green,
o 500 shares to Zachary Benjamin Victor Cohen Trust,
o 2,500 shares to Peter Hausberg,
o 2,500 shares to Yoron Cohen,
o 300 shares to Agnes K. Eisenberg,
o 2,200 shares to Andrew Roos,
o 2,500 shares to Avid Modjtabai,
o 2,500 shares to Keith Leibbrandt,
o 2,500 shares to RS Family Partnership,
o 2,500 shares to Jahangir Nazemian,
o 5,000 shares to Chahram Pahlavi,
o 5,000 shares to Dr. Scott V. Haig,
2
o 2,500 shares to Narsi Azima,
o 10,000 shares to Pendleton King,
o 2,500 shares to Eric M. Javits 1984 Irrevocable Trust,
o 2,500 shares to Mohsen Modjtabai,
o 2,500 shares to Ted Wong,
o 2,500 shares to Steven T. Francisco,
o 2,500 shares to Bill Salkewicz,
o 4,500 shares to David Levin,
o 5,000 shares to Joseph & Ronit Razon,
o 8,000 shares to Joseph and Ronit Razon as Custodians for
Rivka Razon, Ariel Razon and Victor Razon,
o 2,500 shares to Martin S. Begun,
o 2,500 shares to Douglas J. Mello,
o 2,500 chares to John J. Connolly,
o 2,500 shares to Jim Simon,
o 2,500 shares to Ron Johnston,
o 5,525 shares to Matthew C. Schwartz,
o 3,000 shares to Will and Joan Nicholson,
o 1,000 shares to Grace Wu,
o 1,500 shares to Susie Erestain,
o 1,500 shares to Sonia Gabriel,
o 1,000 shares to Rivka Razon,
o 3,000 shares to David Levy and Jessi Bernstein,
o 3,000 shares to Helena Bernstein,
o 1,500 shares to Blanca Escobar,
o 750 shares to Javier Escobar,
3
o 750 shares to Nestor Escobar,
o 1,500 shares to Dwight School,
o 1,500 shares to Laiza Goncalves,
o 1,500 shares to Marcos Campos,
o 1,500 shares to Sinandra Papos,
o 1,500 shares to Marisa Engeroff,
o 500 shares to Jessi Bernstein,
o 500 shares to Brett Bernstein,
o 500 shares to Leon Bernstein,
o 500 shares to Victoria Bernstein,
o 500 shares to Aurora Bernstein,
o 500 shares to Raphael Bernstein,
o 500 shares to Rivka Razon,
o 500 shares to Victor Razon,
o 500 shares to Ariel Razon,
o 500 shares to Ilana Lee,
o 500 shares to Victor Lee,
o 500 shares to Julia Lee,
o 500 shares to Emanuelle Lee,
o 500 shares to Simone Lee,
o 1,500 shares to Vanessa de Oliveira,
o 1,500 shares to Adi Ravitz,
o 1,500 shares to Orit Banai,
o 1,500 shares to Leo Castilhos,
o 1,500 shares to Leda Viana de Alameida,
o 1,000 shares to Grace Wu as Custodian for Rachel A. Tow,
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o 1,500 shares to Kevin Engeroff,
o 100 shares to Yoav Landau,
o 100,000 shares to Entertainment City LLC,
o 7,500 shares to Al Devaul,
o 7,500 shares to Gary Sills and
o 50,000 shares to Israel Golf Resorts LLC;
o on June 23, 2004, Phillip Carter sold 300,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution.
The revised table, therefore, is as follows:
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
Watertone Holdings 25,000 25,000 -- --
Monticello Realty 1,655,668 1,655,668 -- --
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) *
5
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
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 -- --
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 -- --
6
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
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 -- --
Joseph E. Bernstein 2,166,143 (16) 2,042,643 123,500 (17) *
Ralph J. Bernstein 2,246,243 (18) 2,221,243 25,000 (19) *
Morad Tahbaz 1,301,354 (20) 1,283,854 17,500 (21) *
Phillip Carter 354,429 354,429 -- --
Michael Vranos 5,000 5,000 -- --
Alex Trembecki 5,000 5,000 -- --
Alan Lee 2,500 2,500 -- --
Jean-Marc Zarka 2,500 2,500 -- --
Jamshid Ehsani 5,000 5,000 -- --
Jombihis Corporation 10,000 10,000 -- --
Stanley Silverstein 60,000 60,000 -- --
7
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
Larry Silverstein 2,500 2,500 -- --
Suneel Bakshi 5,000 5,000 -- --
Joel Wilkenfeld 2,500 2,500 -- --
Michael Cohen 1,400 1,400 -- --
Juliette Rae Hart Cohen
Trust 500 500 -- --
Barbara Green 100 100 -- --
Zachary Benjamin Victor
Cohen Trust 500 500 -- --
Peter Hausperg 2,500 2,500 -- --
Yoron Cohen 2,500 2,500 -- --
Agnes K. Eisenberg 300 300 -- --
Andrew Roos 2,200 2,200 -- --
Avid Modjtabai 2,500 2,500 -- --
Keith Leibbrandt 2,500 2,500 -- --
8
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
RS Family Partnership 2,500 2,500 -- --
Jahangir Nazemian 2,500 2,500 -- --
Chahram Pahlavi 5,000 5,000 -- --
Dr. Scott V. Haig 5,000 5,000 -- --
Narsi Azima 2,500 2,500 -- --
Pendleton King 10,000 10,000 -- --
Eric M. Javits 1984
Irrevocable Trust 2,500 2,500 -- --
Mohsen Modjtabai 2,500 2,500 -- --
Ted Wong 2,500 2,500 -- --
Steven T. Francisco 2,500 2,500 -- --
Bill Salkewicz 2,500 2,500 -- --
David Levin 4,500 4,500 -- --
Joseph & Ronit Razon 5,000 5,000 -- --
Joseph and Ronit Razon as
Custodians for Rivka Razon,
Ariel Razon and Victor Razon 8,000 8,000 -- --
9
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
Martin S. Begun 2,500 2,500 -- --
Douglas J Mello 2,500 2,500 -- --
John J. Connolly 2,500 2,500 -- --
Jim Simon 2,500 2,500 -- --
Ron Johnston 2,500 2,500 -- --
Matthew C. Schwartz 5,525 5,525 -- --
Will & Joan Nicholson 3,000 3,000 -- --
Grace Wu 1,000 1,000 -- --
Susie Erestain 1,500 1,500 -- --
Sonia Gabriel 1,500 1,500 -- --
Rivka Razon 1,000 1,000 -- --
David Levy and Jessi
Bernstein 3,000 3,000 -- --
Helena Bernstein 3,000 3,000 -- --
Blanca Escobar 1,500 1,500 -- --
10
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
Javier Escobar 750 750 -- --
Nestor Escobar 750 750 -- --
Dwight School 1,500 1,500 -- --
Laiza Goncalves 1,500 1,500 -- --
Marcos Campos 1,500 1,500 -- --
Sinandra Papos 1,500 1,500 -- --
Marisa Engeroff 1,500 1,500 -- --
Jessi Bernstein 500 500 -- --
Brett Bernstein 500 500 -- --
Leon Bernstein 500 500 -- --
Victoria Bernstein 500 500 -- --
Aurora Bernstein 500 500 -- --
Raphael Bernstein 500 500 -- --
Rivka Razon 500 500 -- --
11
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
Victor Razon 500 500 -- --
Ariel Razon 500 500 -- --
Ilana Lee 500 500 -- --
Victor Lee 500 500 -- --
Julia Lee 500 500 -- --
Emanuelle Lee 500 500 -- --
Simone Lee 500 500 -- --
Vanessa de Oliveira 1,500 1,500 -- --
Adi Ravitz 1,500 1,500 -- --
Orit Banai 1,500 1,500 -- --
Leo Castilhos 1,500 1,500 -- --
Leda Viana de Alameida 1,500 1,500 -- --
Grace Wu as Custodian for
Rachel A. Tow 1,000 1,000 -- --
Kevin Engeroff 1,500 1,500 -- --
Yoav Landau 100 100 -- --
Entertainment City LLC 100,000 100,000 -- --
12
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Stock Owned Resorts' ------------------------
Name of Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
Al Devaul 7,500 7,500 -- --
Gary Sills 7,500 7,500 -- --
Israel Golf Resorts LLC 50,000 50,000 -- --
----------
* 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
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.
13
(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
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
14
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
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
15
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
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
16
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.
(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.
(16) Includes 2,042,643 shares of common stock owned directly by Joseph
E. Bernstein, options that are currently exercisable into 25,000
shares of common stock and 98,500 shares of common stock held in the
name Joseph E. Bernstein on behalf of the JB Trust, in which Mr.
Bernstein's mother, Helen Bernstein, is sole trustee and Mr.
Bernstein's children are ultimate beneficiaries.
(17) Includes options that are currently exercisable into 25,000 shares
of common stock and 98,500 shares of common stock held in the name
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Joseph E. Bernstein on behalf of the JB Trust, in which Mr.
Bernstein's mother, Helen Bernstein, is sole trustee and Mr.
Bernstein's children are ultimate beneficiaries.
(18) Includes 2,221,243 shares of common stock owned directly by Ralph J.
Bernstein and options that are currently exercisable into 25,000
shares of common stock.
(19) Includes options that are currently exercisable into 25,000 shares
of common stock.
(20) Includes 1,283,854 shares of common stock owned directly by Morad
Tahbaz and options that are currently exercisable into 17,500 shares
of common stock.
(21) Includes options that are currently exercisable into 17,500 shares
of common stock.
All provisions of the Prospectus not specifically amended by this
Supplement No. 3 remain in full force and effect.
Please insert this Supplement No. 3 into your Prospectus and retain
both this Supplement No. 3 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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