sec document
RULE 424(B)(3)
REGISTRATION STATEMENT 333-109146
PROSPECTUS SUPPLEMENT
DATED AUGUST 19, 2004
TO
PROSPECTUS DATED DECEMBER 18, 2003
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EMPIRE RESORTS, INC.
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This Prospectus Supplement, dated August 19, 2004 ("Supplement No.
5"), supplements that certain Prospectus dated December 18, 2003 (the "Original
Prospectus"), as supplemented by those certain Prospectus Supplements dated June
17, 2004, June 18, 2004, June 28, 2004 and July 9, 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 with respect to the shareholders listed on the
table below, 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 August 19, 2004 Entertainment City LLC transferred by
gift 100,000 shares of common stock of Empire Resorts to
Joseph E. Bernstein, an affiliate of Empire Resorts;
o On August 19, 2004 Israel Golf Resorts LLC transferred by
gift 50,000 shares of common stock of Empire Resorts to
Joseph E. Bernstein, an affiliate of Empire Resorts;
o On July 12, 2004, the Rudolf Steiner School sold 20,000
shares of common stock of Empire Resorts in accordance with
the Prospectus' Plan of Distribution;
o On July 16, 2004, Convent of the Sacred Heart sold 1,000
shares of common stock of Empire Resorts in accordance with
the Prospectus' Plan of Distribution;
o On July 13, 2004, Phillip Carter sold 50,000 shares of
common stock of Empire Resorts in accordance with the
Prospectus' Plan of Distribution;
o on July 8, 2004, Monticello Realty sold 5,000 shares of
common stock of Empire Resorts in accordance with the
Prospectus' Plan of Distribution;
o on July 14, 2004, Monticello Realty sold 40,000 shares of
common stock of Empire Resorts in accordance with the
Prospectus' Plan of Distribution;
o on July 27, 2004, Monticello Realty sold 4,940 shares of
common stock of Empire Resorts in accordance with the
Prospectus' Plan of Distribution; and
o on July 29, 2004, Monticello Realty sold 5,000 shares of
common stock of Empire Resorts in accordance with the
Prospectus' Plan of Distribution.
The table, therefore, is amended as follows in order to (i) remove
Entertainment City, LLC, Israel Golf Resorts, LLC, Rudolf Steiner
School and Convent of the Sacred Heart as Selling Stockholders and
(ii) update the holdings of Joseph E. Bernstein, Phillip Carter and
Monticello Realty:
Shares of Empire Resorts'
Shares of Empire Common Stock to be
Resorts' Common Shares of Empire Owned after the Offering
Name of Stock Owned Resorts' -------------------------
Selling Immediately Prior Common Stock
Stockholder to the Offering to be Offered Amount Percent
----------- --------------- ------------- ------ -------
Joseph E.
Bernstein 2,316,143(1) 2,192,643 123,500 *
Phillip Carter 284,429 284,429 -- --
Monticello
Realty 1,524,728 1,524,728 -- --
(1) Includes 2,192,643 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.
(2) Includes 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.
All provisions of the Prospectus not specifically amended by this
Supplement No. 5 remain in full force and effect.
Please insert this Supplement No. 5 into your Prospectus and retain both
this Supplement No. 5 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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