sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 19, 2004
EMPIRE RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12522 13-3714474
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Route 17B, Monticello, New York 12701
-------------------------------------
Address of principal executive offices
Registrant's telephone number, including area code: (845) 794-4100
---------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On August 19, 2004, Empire Resorts, Inc. (the "Company") entered into
a letter agreement (the "Agreement") with The Seneca Cayuga Tribe of Oklahoma, a
federally recognized Native American tribe (the "Seneca Cayugas"), which
provides for the development of a trust land casino in the Catskills region of
New York. The Agreement provides for the Company to supply technical and
financial assistance to the Seneca Cayugas and to serve as the Seneca Cayugas'
exclusive partner in the development, construction, financing, operation and
management of the proposed casino. The Agreement is for a term of one year and
is effective immediately.
Under the Agreement, the Company will provide technical assistance and
support relating to the settlement of its land claims against the State of New
York and, subject to certain limitations under an agreement between the Company
and the Cayuga Nation of New York, will assist the Seneca Cayugas in identifying
an appropriate site in the southern tier of New York State as a location for the
proposed casino. The Company will also provide development assistance of $35,000
per month to the Seneca Cayugas in connection with the establishment and initial
operations of a tribal gaming authority for New York gaming operations.
The Agreement calls for the Company and the Seneca Cayugas to
separately enter into a management agreement and development agreement for the
project through good faith negotiations and to submit the management agreement
for approval to the National Indian Gaming Commission. All of the provisions of
the above agreements relating to the management of the casino are subject to
review and approval by the National Indian Gaming Commission prior to becoming
effective. Pending such approval and as a result of such review, such provisions
may be amended or supplemented by the parties.
A copy of the Agreement is attached hereto as Exhibit 99.1 and a copy
of the Company's press release announcing the execution of the Agreement is
attached hereto as Exhibit 99.2.
TO THE EXTENT THE CONTENT OF THIS FORM 8-K INCLUDES FORWARD LOOKING STATEMENTS,
THEY INVOLVE VARIOUS RISKS AND UNCERTAINTIES INCLUDING (I) THE RISK THAT A
SETTLEMENT OF THE LAND CLAIM BETWEEN THE SENECA CAYUGAS AND THE STATE OF NEW
YORK IS NOT ACHIEVED AND THAT VARIOUS APPROVALS NECESSARY FOR THE CONSUMMATION
OF THE AGREEMENTS DESCRIBED HEREIN AND REQUIRED TO BE OBTAINED FROM THE BUREAU
OF INDIAN AFFAIRS, THE NATIONAL INDIAN GAMING REGULATORY COMMISSION, THE
GOVERNOR OF THE STATE OF NEW YORK AND VARIOUS OTHER FEDERAL, STATE AND LOCAL
GOVERNMENTAL ENTITIES ARE NOT RECEIVED, (II) THE RISK THAT FINANCING NECESSARY
FOR THE PROPOSED PROJECTS MAY NOT BE ABLE TO BE OBTAINED BECAUSE OF CREDIT
FACTORS, MARKET CONDITIONS OR OTHER CONTINGENCIES, (III) THE RISK THAT THE
SENECA CAYUGAS MAY EXERCISE CERTAIN BROAD RIGHTS WITH REGARD TO TERMINATION OF
THE WITHIN DESCRIBED AGREEMENTS, (IV) THE RISK OF NON-COMPLIANCE BY VARIOUS
COUNTERPARTIES OF THE RELATED AGREEMENTS, AND (V) GENERAL RISKS AFFECTING THE
COMPANY AS DESCRIBED FROM TIME TO TIME IN ITS REPORTS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. THE COMPANY WISHES TO CAUTION READERS NOT TO PLACE
UNDUE RELIANCE ON SUCH FORWARD LOOKING STATEMENTS, WHICH STATEMENTS ARE MADE
PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1994, AND AS SUCH,
SPEAK ONLY AS OF THE DATE MADE.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Agreement between Empire Resorts, Inc. and The Seneca Cayuga Tribe of
Oklahoma, dated as of August 19, 2004.
99.2 Press Release of Empire Resorts, Inc. dated August 20, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPIRE RESORTS, INC.
Dated: August 20, 2004
By: /s/ Robert A. Berman
-------------------------------
Robert A. Berman
Chief Executive Officer