-----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, UPT1+PLKpTQm/TE0KYtOhFXlD0eO/67ab7uYhep223mCVhUIQUSQ2i8CQvslIE0S GA/4sCRZpKl0KpBavuERLQ== 0000921895-04-001227.txt : 20040820 0000921895-04-001227.hdr.sgml : 20040820 20040820152059 ACCESSION NUMBER: 0000921895-04-001227 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040820 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040820 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: 04988864 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_08202004.htm 8-K 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


EX-99 2 ex991to8k_08202004.htm EX-99.1 sec document




                                                                     Exhbit 99.1
                           [SENECA-CAYUGA TRIBE LOGO]


OKLAHOMA                                                                NEW YORK
- --------                                                                --------
R2301 E. Steve Owens Blvd., Box 1283                      Box 7038, Rt. 90 North
Miami, Oklahoma  74355                                   Cayuga, New York  13034
Ph: (918) 542-6609/Fax: (918) 542-3684                   Ph/Fax:  (315) 253-8935




                                 August 19, 2004

Empire Resorts, Inc.
Attention:  Robert Berman
Monticello Raceway
Route 17B
Monticello, New York


Dear Mr. Berman:

          Empire Resorts,  Inc.  ("Empire") is aware of the recent progress that
has been made between the Seneca-Cayuga  Tribe of Oklahoma (the "TRIBE") and the
State of New York (the  "STATE") in the course of  negotiations  concerning  the
settlement  of  the  Cayuga  Land  Claim  litigation.   As  a  result  of  these
discussions,  the Tribe  believes  that the State of New York may be prepared to
accept a settlement of the dispute between the Tribe and the State on terms that
will permit the Tribe to exercise  sovereignty over land in the Catskills region
of New York that  would be taken  into trust for  gaming  purposes  pursuant  to
federal legislation supported by the State.

          This letter  describes the terms and conditions  under which the Tribe
is  willing  to work  together  with  Empire  on this  challenging  project.  By
executing your acceptance  below,  you are confirming your approval of the terms
and conditions and the mutual  understandings  and obligations of Empire and the
Tribe set forth below.

          BACKGROUND.  We are aware that Empire  anticipates  the Tribe entering
into a settlement  of its land claims with respect to the State of New York (the
"Settlement").  The Settlement will become operative if, among other things, the
Tribe is  authorized  to conduct  gaming  operations  at a site in the Catskills
region of New York.  The land on which any such  facility is to be located is to
be transferred to the United States  Government in trust for the Tribe's benefit
as a site for a gaming facility (the "GAMING ENTERPRISE"). To better pursue this
effort,  the Tribe is  seeking  to enter  into an  exclusive  agreement  with an
experienced  party for a project  that will  involve (i) mutual  efforts to have
property located in either Ulster or Sullivan County, New York (the "Property"),
placed  in  trust as  Indian  lands to be used  for  gaming  purposes,  (ii) the
development  of  the  Gaming   Enterprise  and  related  resort  and  commercial
facilities  on the Property on behalf of the Tribe and (iii) the  operation  and
management of the Gaming Enterprise for an initial period of seven years or such





Mr. Robert Berman
Empire Resorts
August 19, 2004
Page 2


other period as may be approved by the Chairman of the  National  Indian  Gaming
Commission (the "Project").

          The Tribe relies on Empire's  representation that it has experience in
the development of off-reservation gaming venues and is offering to serve as the
Tribe's  exclusive  partner  for the Project  and will  provide  funding for the
Project as described  below.  For purposes of the Project the Tribe  understands
that a special  purpose  development  affiliate  (the  "Project  Developer")  to
develop the Property  will be organized  and that a special  purpose  management
affiliate (the "Gaming  Manager") to manage the Gaming  Enterprise  also will be
organized.

          The Tribe further relies on Empire's  representation  that Empire, the
Project  Developer,  the Gaming  Manager and the  officers,  directors,  owners,
employees and  shareholders  of those  entities,  to the extent required by law,
will be  licensed  by  appropriate  federal,  state and  tribal  authorities  in
connection with their involvement in the Project.

          PHASES  OF THE  PROJECT.  As the  Tribe's  exclusive  partner  for the
Project,  Empire will work with the Tribe to assist it in  bringing  the Project
through each of its various phases,  some of which will run concurrently.  These
phases will consist of:

          a)   AUTHORIZING LEGISLATION. Empire will provide technical assistance
               and  support  to the Tribe in  conjunction  with the  anticipated
               enactment  of federal  legislation  and, if  necessary,  New York
               State legislation,  prior to November 30, 2004 for the purpose of
               implementing the Settlement.


          b)   SITE  SELECTION.  Empire  will  consult  with the Tribe as to the
               identification  of an appropriate site in the Catskills region of
               New York State as a location for the Gaming Enterprise, which may
               be a  site  now or  hereafter  owned  or  controlled  by  Empire;
               provided that the purchase  price for any such property  owned by
               Empire  shall not exceed the fair market  value  thereof.  Empire
               will also  provide  the Tribe  with an  option  to  purchase  any
               property now or hereafter owned or controlled by Empire or any of
               its affiliates  that is adjacent or contiguous to the site of the
               Gaming Enterprise at a price not exceeding fair market value. The
               Tribe is aware that Empire  currently  has an agreement  with the
               Cayuga Nation of New York,  which expires  December 31, 2004, for
               the location of a Class III gaming  facility in Sullivan  County,
               New  York,  and that  Empire  cannot,  under  such  agreement  as
               currently in force, discuss, provide assistance to, or enter into
               any agreement  with the Tribe with respect to the location of any
               Class III Gaming Facility in Sullivan County.

          c)   UNION LABOR  AGREEMENTS.  Empire and the Tribe will work together
               in good faith to  negotiate a Project  Labor  Agreement  with the
               Sullivan and Ulster Building Trade Unions for the construction of





Mr. Robert Berman
Empire Resorts
August 19, 2004
Page 3


               the  Project and an  agreement  with the New York Hotel and Motel
               Trade  Council  with  respect  to the  operation  of  the  Gaming
               Enterprise.

          d)   CONTRACTING.  The Tribe and Empire will  negotiate  in good faith
               and, when  negotiations  are  successful,  will enter into (i) an
               agreement  with  respect to the  development  of the Project (the
               "Development  Agreement")  and  (ii) a  separate  agreement  with
               respect to the management of the Gaming Facility (the "Management
               Agreement"); provided, however, that if at the end of the term of
               this Agreement,  good faith negotiations have failed to result in
               the  execution of such  agreements,  neither party shall have any
               liability  to  the  other  party  under  this   Agreement.   Such
               agreements  will  be  separate  from  and  in  addition  to  this
               Agreement  and will be  subject  to the  approval  of the  Tribal
               Business Committee, the authorization of the Tribe to operate the
               Project under a  tribal-state  gaming  compact with the State and
               all of the other terms and conditions of the Settlement as agreed
               to between  the Tribe and the State.  Immediately  following  the
               execution of this Agreement, Empire will commence providing funds
               in the amount of $35,000 per month to the Tribe to be used to pay
               the expenses of establishment and initial  operations of a tribal
               gaming  authority  or similar  entity  organized  by the Tribe to
               oversee its gaming  activities  in New York State and for related
               purposes  intended to implement  this  Agreement.  Such  payments
               shall  continue  during the term of this  Agreement  and shall be
               considered Development Costs hereunder.  The Management Agreement
               will be  submitted  for approval to the  National  Indian  Gaming
               Commission and will be subject to the approval of the Chairman of
               the  Commission.  At all times  following  the  execution  of the
               Development Agreement and the Management  Agreement,  the parties
               will be mutually  obligated  to  cooperate in good faith and fair
               dealing and to complete,  submit and support any  applications or
               approvals  necessary  for the Project and  covenant  not take any
               action inconsistent therewith.

          e)   LAND TO TRUST  CLOSING  AND  PROJECT  FINANCING.  Subject  to the
               passage of the necessary federal authorizing  legislation and the
               execution  and  effectiveness  of the  Development  Agreement and
               Management  Agreement,  the  Project  Developer  will  act as the
               Tribe's  exclusive agent to provide  technical  assistance to the
               Tribe and be responsible for arranging suitable financing for the
               Project and make all necessary  arrangements for the transfer the
               Property  into trust and  payment of the costs  thereof  from the
               proceeds of the financing, including the retention of real estate
               counsel,   obtaining  appropriate  title  insurance  and  similar
               arrangements.

          f)   CONSTRUCTION  OF THE GAMING  FACILITY  AND  RESORT.  The  Project
               Developer  will act as the  Tribe's  exclusive  agent to  develop
               detailed plans and specifications for the Gaming Facility and the
               related  resort  and  commercial   facilities  and  complete  the
               construction thereof as provided in the Development Agreement.





Mr. Robert Berman
Empire Resorts
August 19, 2004
Page 4


          g)   OPERATION AND MANAGEMENT OF THE GAMING  FACILITY AND RESORT.  The
               Gaming Manager will act as the Tribe's  exclusive agent to manage
               the  Gaming  Facility  and  the  related  resort  and  commercial
               facilities as provided in the Management Agreement.

          DEVELOPMENT  COSTS;  ADDITIONAL  FINANCIAL  SUPPORT.  The  Tribe  will
require  Empire to pay, or will cause the Project  Developer to pay,  reasonable
costs  incurred  in  securing  the  enactment  of federal  legislation  and,  if
necessary, state legislation,  to approve the Settlement,  authorize the Project
and  effectuate  the transfer of the Property to the United States to be held in
trust  for the  benefit  of the  Tribe as a site  for the  Gaming  Facility.  In
addition,   Empire  or  the  Project   Developer  shall  pay  other   reasonable
pre-development  and preparatory  costs  associated  with the Project.  All such
costs incurred after the date this Agreement is fully executed shall be approved
in  writing  by the Tribe  and shall  thereupon  constitute  Development  Costs,
subject to  reimbursement  by the Tribe or a duly  constituted  gaming authority
with exclusive  jurisdiction and control over the Project (the "Authority") upon
successful  closing of and solely  from the  proceeds of the  financing  for the
Gaming Facility and/or, at the election of the Project  Developer,  from the net
revenues of the  Project,  and only to the extent  expressly  authorized  in the
Development  Agreement,  the  Management  Agreement  or  the  Project  financing
documents.  In addition,  the Project  Developer may, but shall not be obligated
to, provide  subordinated  financing to the Authority as a part of the financing
of the Gaming Facility. The Tribe or the Authority shall be responsible to repay
any such  subordinated  financing  solely  from the net  revenues  of the Gaming
Facility.  The  Tribe  will  have no  responsibility  for the  repayment  of any
Development Costs or for repayment of any subordinated financing except from the
revenues of the Project and as expressly provided for in the Project documents.

          LAND  CLAIM  ATTORNEYS'  FEES.  In  recognition  of the  value  of the
services that the Tribe's land claim  attorneys  have provided over the years in
the Cayuga  Land Claim  litigation  and the  relationship  between  the  Tribe's
success in that  litigation  to date and the proposed  Settlement,  Empire shall
ensure that funds  sufficient to pay the Tribe's land claim  attorneys' fees and
expenses,  in full,  within ten (10) days after the Property is transferred into
trust for the  benefit of the Tribe as a site for the Gaming  Facility,  will be
included in the Project financing.

          OPPORTUNITY  FOR  PARTICPATION.  The Tribe has been  working  with Mr.
Thomas Wilmot to secure approvals for the location of a casino in other areas of
New York, which efforts have proven  unsuccessful.  Nevertheless,  the Tribe has
valued the assistance  provided to it in that regard and, although the Tribe has
no legal  obligation  to do so, is desirous of making it possible for Mr. Wilmot
to  obtain a  limited  participation  interest  in the  revenues  of the  Gaming
Facility,  subject to an appropriate  arrangement for such  participation  being
agreed to.  Toward that end,  Empire  shall work with the Tribe in good faith to
provide  for such  participation  and  Empire  shall set aside an amount  not to
exceed a total of Twenty Five Million Dollars  ($25,000,000) out of its net fees
under its  Management  Agreement  with  respect to the Gaming  Facility for such
purpose,  which  sum shall  include  reimbursement  of all  costs  and  expenses





Mr. Robert Berman
Empire Resorts
August 19, 2004
Page 5


incurred by Wilmot  prior to the date of this  Agreement.  In  addition,  Empire
shall use its best efforts  with the Tribe to  negotiate a suitable  arrangement
with Native American Consulting and Research Services to compensate that company
for the services that it has provided to the Tribe.

          TERM.  The Term of this  Agreement  will  extend for one year from the
date of its execution, subject to extension by mutual written agreement.

          ASSIGNMENT.  The rights and  obligations of the Tribe and Empire under
this agreement are not  assignable  without the consent of the other party other
than to an affiliated or successor entity.

          NO BROKERS OR FINDERS.  Each party represents and warrants that it has
engaged  no  broker  or  finder  in  connection  with  any of  the  transactions
contemplated  by this Agreement nor is any broker or finder in any way connected
with any of such  transactions  and will  indemnify  the other against any claim
based thereon.

          APPLICABLE  LAW.  NEW YORK  LAW WILL  GOVERN  THE  INTERPRETATION  AND
CONSTRUCTION  OF THIS  LETTER  AGREEMENT  WITHOUT  REGARD TO ANY  PROVISIONS  OF
CONFLICT OF LAWS.  No provision of this letter  agreement is to be deemed merged
into or superceded by any other  agreement or contract by or between the parties
or any of their  affiliates  unless this Agreement is expressly  referred to and
such  other  agreement  or  contract  refers to the  express  provision  that is
superceded or terminated by such  agreement or contract.  The  obligations to be
undertaken  by  the  parties  under  this  agreement  are   independent  of  the
obligations to be undertaken with respect to the acquisition and conveyancing of
the Property and the  development and management of the Gaming  Facility,  which
are to be the  subject  of further  contracts  to be entered  into  between  the
parties and their affiliates, or with third parties, as provided herein.

          CONFIDENTIALITY.  This  transaction  is  confidential  in  nature.  No
information  is to be given to any third parties  except with the prior approval
of both the Tribe and Empire.  Unless  required by law,  there will be no public
statements or other  publicity with respect to the terms of our agreement or the
status of the project without mutual consent.

          LIMITED WAIVER OF SOVEREIGN IMMUNITY. The Tribe irrevocably (a) agrees
that any suit,  action or other  legal  proceeding  arising out of or related to
this  Agreement  shall be brought in a State court of record in the State of New
York or in the Courts of the United States located in such State  (including any
courts to which  appeals  there  from are  available),  and  hereby  waives  its
sovereign  immunity to the extent set forth  herein and only with respect to any
such suit,  action or other  legal  proceeding  brought  solely by  Empire,  its
successors and assigns,  for money  damages,  specific  performance,  injunctive
relief,  declaratory  relief,  and/or any other remedies available to Empire for





Mr. Robert Berman
Empire Resorts
August 19, 2004
Page 6


the Tribe's breach of this Agreement,  (b) consents to the  jurisdiction of each
such court or courts in any suit, action or proceeding, (c) waives any objection
which it may have to the laying of venue of any such suit,  action or proceeding
in any such courts and any claim that any such suit,  action or  proceeding  has
been brought in an inconvenient  forum,  and (d) agrees that a final judgment in
any such suit,  action or proceeding  shall be conclusive and may be enforced in
other  jurisdictions  by suit on the judgment or in any other manner provided by
law; provided,  however,  that any money judgment may be enforced solely against
the revenues or assets the Gaming Facility that is the subject of this Agreement
or any other gaming  facility  owned by the Tribe in the State of New York,  and
not  against  any other  revenues  or assets of the  Tribe.  To the  extent  not
prohibited by law, the Tribe  expressly  waives the application of the doctrines
of  exhaustion  of tribal  remedies  and any right of comity with respect to any
tribal court the Tribe may now or hereafter  maintain.  In any event,  no action
may be brought in any tribal court  without the express  consent of Empire.  The
Tribe  and  Empire  hereby  irrevocably  waive all right to trial by jury in any
action,  proceeding or counterclaim arising out of or relating to this Agreement
to which it is a party or any instrument or document  delivered  under it or the
transactions contemplated hereby or thereby.

          EFFECTIVE DATE AND AUTHORIZATION.  This Agreement shall become binding
and effective upon execution by both parties.  By executing and delivering  this
letter agreement to the Tribe,  Empire represents and warrants to the Tribe that
it has been duly  authorized  by proper  corporate  action of Empire.  The Tribe
represents  and  warrants  that it has full power and  authority to execute this
Agreement  and to be  bound  by and  perform  the  terms  hereof  and  that  the
undersigned  tribal  representative  has been  authorized  under  Tribal  law to
execute this Agreement on behalf of the Tribe. Each party shall furnish evidence
of such  authority  to the other,  which  shall be  attached as exhibits to this
Agreement.  The Tribe shall take such action as is required  under Tribal law to
waive its  sovereign  immunity  from suit as provided in this  Agreement,  which
action shall be evidenced  in a Tribal  document and attached  hereto and made a
part of this Agreement.

                                Very truly yours,
                                SENECA-CAYUGA TRIBE OF OKLAHOMA


                                By:/s/ LeRoy Howard
                                   ---------------------------------------------
                                Name:  LeRoy Howard
                                Title: Chief




Mr. Robert Berman
Empire Resorts
August 19, 2004
Page 7


Approved and Accepted:
EMPIRE RESORTS, INC.

By: /s/ Robert Berman                  ATTEST: /s/ Robert H. Friedman
   ----------------------------                ----------------------------
Name:   Robert Berman                  Name:    Robert H. Friedman
Title:  Chief Executive Officer        Title:   Secretary


EX-99 3 ex992to8k_08202004.htm EX-99.2 sec document

                                                                    EXHIBIT 99.2


                         SENECA-CAYUGA TRIBE DESIGNATES
                  EMPIRE RESORTS, INC. AS ITS EXCLUSIVE CASINO
                   DEVELOPER FOR NEW YORK'S CATSKILLS REGION

Monticello, NY -- Aug. 20th, 2004 -- Today, Empire Resorts, Inc. announced that
the Seneca-Cayuga Tribe of Oklahoma has designated Empire Resorts as the Tribe's
exclusive casino development partner for the Catskills region of New York.

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' has announced plans to develop a
$500 million "Class III" Native American casino and resort on a site adjacent to
the Raceway. Applications for the approval of this project in conjunction with
an agreement with the Cayuga nation of New York are currently pending and will
require further federal, state and local approvals.

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 negotiations over pending land claims
between one or both of our Native American development partners and the State of
New York impede the progress of our applications and/or 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 sovereign Native American governments 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.

Contact:
Empire Resorts, Inc.
Charles A. Degliomini, 845-794-4100 x 470
cdegliomini@empireresorts.com

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