-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O6NCjDlEf9UrZLilTT0AgnfY55s9e5RJ3OhrIDQor6Es4XFiXbMpDZXtxoWfR/8e oPAve6rG1onsn6z8VP9sKg== 0000921895-04-001022.txt : 20040720 0000921895-04-001022.hdr.sgml : 20040720 20040719194118 ACCESSION NUMBER: 0000921895-04-001022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040716 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE RESORTS INC CENTRAL INDEX KEY: 0000906780 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 133714474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12522 FILM NUMBER: 04920830 BUSINESS ADDRESS: STREET 1: RT 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 BUSINESS PHONE: (845) 794-4100 MAIL ADDRESS: STREET 1: RT 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA HOSPITALITY CORP DATE OF NAME CHANGE: 19930614 8-K 1 form8k05558_07162004.htm 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): July 16, 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 July 16,  2004,  Empire  Resorts,  Inc.  issued  a press  release
announcing the pricing of $65 million of 5 1/2% convertible senior notes. A copy
of the press release is attached hereto as Exhibit 99.1.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

       (c)    Exhibits

       99.1   Press Release of Empire Resorts, Inc. dated July 16, 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: July 19, 2004

                                               By: /s/ Scott A. Kaniewski
                                                   -----------------------------
                                                   Scott A. Kaniewski
                                                   Chief Financial Officer

                                       2
EX-99.1 2 ex991to8k_07162004.htm sec document
                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE


       EMPIRE RESORTS, INC. ANNOUNCES PRICING OF CONVERTIBLE SENIOR NOTES


(Monticello,  NY - July 16,  2004) Empire  Resorts,  Inc.  (NASDAQ:  NYNY) today
announced  the pricing of $65 million of 5 1/2%  convertible  senior notes to be
guaranteed by its material  subsidiaries  and convertible into its common stock.
The notes  are  expected  to be issued on  Friday,  July 23,  2004,  subject  to
customary  closing  conditions.  The  company  plans to use the  proceeds of the
offering to acquire 232 acres of land in Monticello,  New York, to repay certain
indebtedness,  to complete renovations at its horse racetrack in Monticello,  to
fund certain development costs in connection with the Cayuga Catskill Resort and
for general corporate  purposes.  Purchase of the land will allow the company to
benefit  from  certain  real  estate  tax  credits  resulting  from  its  recent
investment in improvements on the land.

"This financing will allow the company to refinance its outstanding obligations,
obtain  full  control  over  the  entire  raceway  site  and  complete  all  the
improvements  for our  recently  opened video  gaming  operations.  It will also
provide  additional  predevelopment  funds  as  we  await  the  final  approvals
necessary to begin  construction  of the planned Cayuga  Catskill  Resort," said
Robert Berman,  CEO of the company.  The company has agreements to construct and
manage  a Native  American  casino  on a  thirty  acre  parcel  adjacent  to the
racetrack for which regulatory applications are pending.

            The  notes  are  being  sold  in a Rule  144A  private  offering  to
qualified  institutional buyers, will not be registered under the Securities Act
of 1933 and may not be offered or sold in the United States  except  pursuant to
an  effective  registration  statement  under the  Securities  Act of 1933 or in
accordance with an applicable  exemption from the  registration  requirements of
the Securities Act of 1933.


ABOUT EMPIRE RESORTS, INC.

Empire  Resorts,  Inc.  operates the  Monticello  Raceway and is involved in the
development  of other legal gaming venues in New York. The company opened Mighty
M Gaming at the Raceway site on June 30, 2004.  The new facility  features 1,743
video gaming  machines and amenities  such as a 350 seat buffet and live nightly
entertainment.  In addition,  Empire Resorts' partner,  the Cayuga Nation of New
York,  has  submitted an  application  to the United  States  Department  of the
Interior,  Bureau of Indian Affairs (BIA) for the transfer of  approximately  30
acres of land adjacent to the Raceway to the United States Government to be held
in trust for the  Cayuga  Nation of New York for  purposes  of  building  a $500
million "Class III" Native American casino and resort. The Nation's  application
is  currently  in the  final  stages of  review  by the BIA.  On June 10,  2004,
Governor  George E. Pataki and the Cayuga Nation of New York signed an agreement
that contains key provisions that advance the proposed development of the Cayuga
Catskill Resort.






            Statements  in this press release  regarding the company's  business
that are not  historical  facts are  "forward-looking  statements"  that involve
risks and uncertainties,  including the need for regulatory approvals, financing
and successful completion of construction. 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. To the extent the content of this press
release  includes  forward-looking  statements,  they involve  various risks and
uncertainties  including (i) the risk that various  approvals  necessary for the
projects  described  herein and required to be obtained  from the United  States
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  programs or projects may not be able to be obtained because of
credit factors,  market conditions or other  contingencies,  (iii) the risk that
the Cayuga Nation may exercise  certain broad rights with regard to  termination
of its agreements  with the company (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 it's reports filed with the Securities
and Exchange Commission.  For a full discussion of such risks and uncertainties,
which  could  cause  actual  results  to  differ  from  those  contained  in the
forward-looking statements, see "Risk Factors" in the company's Annual Report or
Form 10-K for the most recently ended fiscal year.

THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A  SOLICITATION  OF AN
OFFER TO BUY THE  SECURITIES  DESCRIBED  HEREIN,  NOR SHALL THERE BE ANY SALE OF
THESE  SECURITIES  IN  ANY  STATE  OR  JURISDICTION  IN  WHICH  SUCH  AN  OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO  REGISTRATION  OR  QUALIFICATION
UNDER THE SECURITIES LAW OF ANY SUCH JURISDICTION.

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