sec document
RULE 424(B)(3)
REGISTRATION STATEMENT 333-109146
PROSPECTUS SUPPLEMENT
DATED OCTOBER 26, 2004
TO
PROSPECTUS DATED DECEMBER 18, 2003
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EMPIRE RESORTS, INC.
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This Prospectus Supplement, dated October 26, 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, 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 October 6, 2004, Phillip Carter sold 150,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution;
o on October 18, 2004, Phillip Carter sold 100,000 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;
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;
o on September 27, 2004, Robert A. Berman transferred 928,269
shares of common stock of Empire Resorts to Avon Road Partners,
LP;
o on September 27, 2004, the Berman Family Trust transferred
101,500 shares of common stock of Empire Resorts to Avon Road
Partners, LP; and
o on August 19, 2004, Clifford Ehrlich sold 30,000 shares of common
stock of Empire Resorts in accordance with the Prospectus' Plan
of Distribution.
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The table, therefore, is amended as follows in order to (i) remove
Entertainment City, LLC, Israel Golf Resorts, LLC, Rudolf Steiner School,
Convent of the Sacred Heart and the Berman Family Trust as Selling
Stockholders, (ii) update the holdings of Joseph E. Bernstein, Phillip
Carter, Monticello Realty, Robert A. Berman and Clifford Ehrlich, and (iii)
add Avon Road Partners, LP as a Selling Stockholder:
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. 2,316,143 (1) 2,192,643 123,500 (2) *
Bernstein
Phillip Carter 34,429 34,429 -- --
Monticello 1,524,728 1,524,728 -- --
Realty
Robert A. 4,563,510 (3) 2,821,981 1,741,529 (4) 6.51%
Berman
Avon Road 1,067,522 (6) 1,029,769 37,753 (7) *
Partners, LP
(5)
Clifford 220,512 220,512 -- --
Ehrlich
(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.
(3) Includes 3,205,018 shares of common stock owned directly by Robert A.
Berman, options that are currently exercisable into 279,189 shares of
common stock, beneficial ownership of 1,061,602 shares of common stock that
are held directly by Avon Road Partners, LP, with respect to which Robert
A. Berman is its general partner, beneficial ownership of 5,920 shares
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through Avon Road Partners, LP's 23.678% limited partnership interest in
Watertone Holdings which directly holds 25,000 shares of common stock and
beneficial ownership of 11,781 shares of the 25,000 shares of common stock
that are 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 11,781 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 11,781 shares of Empire
Resorts' common stock held directly by Watertone Holdings.
(4) 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,
beneficial ownership of 1,061,602 shares of common stock that are held
directly by Avon Road Partners, LP, with respect to which Robert A. Berman
is its general partner, beneficial ownership of 5,920 shares through Avon
Road Partners, LP's 23.678% limited partnership interest in Watertone
Holdings which directly holds 25,000 shares of common stock and beneficial
ownership of 11,781 shares of the 25,000 shares of common stock that are
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 11,781
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 11,781 shares of Empire Resorts' common stock
held directly by Watertone Holdings.
(5) Robert A. Berman is the general partner of Avon Road Partners, LP and has
sole voting and dispositive power over Avon Road Partners, LP's holdings of
the common stock of Empire Resorts.
(6) Includes 1,061,602 shares of common stock owned directly by Avon Road
Partners, LP and the beneficial ownership of 5,920 shares of the 25,000
shares of common stock that are held directly by Watertone Holdings. Avon
Road Partners, LP directly holds a 23.678% limited partnership interest in
Watertone Holdings.
(7) Includes 31,833 shares of common stock owned directly by Avon Road
Partners, LP and the beneficial ownership of 5,920 shares of the 25,000
shares of common stock that are held directly by Watertone Holdings. Avon
Road Partners, LP directly holds a 23.678% limited partnership interest in
Watertone Holdings.
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
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Empire Resorts' Corporate Secretary at c/o Monticello Raceway, Route 17B, P.O.
Box 5013, Monticello, New York 12701 or call (845) 794-4100.