-----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, WaihHYyj5ig5UnaKlMIAoUWvCfpEA2kbwH3+XmX2XJQAALvubLFCQPO3/bqrJ6fT HnqAQqLh0jeGep+Mj5Zo/g== 0001019056-05-000956.txt : 20050830 0001019056-05-000956.hdr.sgml : 20050830 20050830175121 ACCESSION NUMBER: 0001019056-05-000956 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050820 FILED AS OF DATE: 20050830 DATE AS OF CHANGE: 20050830 ISSUER: 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 BUSINESS ADDRESS: STREET 1: RT 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 BUSINESS PHONE: (845) 807-0001 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Concord Associates, L.P. CENTRAL INDEX KEY: 0001337493 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12522 FILM NUMBER: 051059779 BUSINESS ADDRESS: STREET 1: C/O CAPPELLI ENTERPRISES, INC. STREET 2: 115 STEVENS AVENUE CITY: VALHALLA STATE: NY ZIP: 10595 BUSINESS PHONE: (914) 769-6500 MAIL ADDRESS: STREET 1: C/O CAPPELLI ENTERPRISES, INC. STREET 2: 115 STEVENS AVENUE CITY: VALHALLA STATE: NY ZIP: 10595 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2005-08-20 0 0000906780 EMPIRE RESORTS INC NYNY 0001337493 Concord Associates, L.P. C/O CAPPELLI ENTERPRISES, INC. 115 STEVENS AVENUE VALHALLA NY 10595 0 0 1 0 Stock Option 7.50 2005-08-20 Common Stock, $0.01 par value 5188913 D Empire Resorts, Inc. ("Empire"), Empire Resorts Holdings, Inc. ("Newco"), Empire Resorts Sub, Inc., Concord Associates, L.P., ("Concord Associates") and Sullivan Resorts, LLC ("Sullivan Resorts") entered into an Agreement and Plan of Merger and Contribution, dated as of March 3, 2005 (the "Merger Agreement"). The Merger Agreement provides for the acquisition by Empire from Concord Associates and Sullivan Resorts of certain real estate assets, including the sites of Concord and Grossinger's resorts, which are located in the Catskill Mountain region of New York. Prior to the acquisition of the real estate assets, Empire will be reorganized into a holding company structure with Newco being the publicly traded holding company. Immediately thereafter, Empire will acquire the real estate assets in exchange for the issuance by Newco to Concord Associates and Sullivan Resorts of an aggregate of 18,000,000 common shares of Newco representing in the aggregate approximately 40% of the total number of issued and outstanding common shares of Empire after the closing, on fully diluted basis. The consummation of the Merger Agreement is subject to certain terms and conditions and there is no assurance that the Merger Agreement will be consummated. In connection with the Merger Agreement, Empire granted Concord Associates the option to purchase 5,188,913 shares of Common Stock at a price of $7.50 per share (the "Option") pursuant to the terms and provisions of the Stock Option Agreement, dated November 12, 2004, by and between Empire and Concord Associates, as amended by Amendment No. 1 to Option Agreement, dated as of March 3, 2005 by and between Empire and Concord Associates. The Option is exercisable by Concord Associates if the Merger Agreement is terminated under certain circumstances (the "Exercise Events"). One of the occurrences which would make the Option exercisable is the failure of Empire for any reason to submit the transactions contemplated by the Merger Agreement to its shareholders for their approval by August 20, 2005 (other than as a result of delays in the SEC review process). To the knowledge of the Reporting Persons, Empire has failed to submit the transactions contemplated by the Merger Agreement to its shareholders for their approval by August 20, 2005. The Option may be exercised by Concord Associates at any time and from time to time following the termination of the Merger Agreement until the earliest to occur of (i) the consummation of the transactions contemplated in the Merger Agreement, (ii) the date which is 180 days after the receipt by Concord Associates of written notice from Empire of the occurrence of an Exercise Event, and (iii) November 12, 2007. Concord Associates, L.P. By: Convention Hotels, Inc., as General Partner, By: /s/ Louis R. Cappelli, President 2005-08-29 -----END PRIVACY-ENHANCED MESSAGE-----