0001193125-13-335864.txt : 20130815 0001193125-13-335864.hdr.sgml : 20130815 20130815102723 ACCESSION NUMBER: 0001193125-13-335864 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130814 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130815 DATE AS OF CHANGE: 20130815 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: 131040980 BUSINESS ADDRESS: STREET 1: 204 STATE ROUTE 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 BUSINESS PHONE: (845) 807-0001 MAIL ADDRESS: STREET 1: 204 STATE ROUTE 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 d585167d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2013

 

 

EMPIRE RESORTS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-12522   13-3714474
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		  

(IRS Employer

Identification No.)

 

 

c/o Monticello Casino and Raceway,

204 State Route 17B,

P.O. Box 5013, Monticello, NY

   12701
  (Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (845) 807-0001

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

The option agreement (the “Option Agreement”), by and between Monticello Raceway Management, Inc. (“MRMI”), a wholly-owned subsidiary of Empire Resorts, Inc. (the “Company”), and EPT Concord II, LLC (“EPT” and, together with MRMI, the “Parties”), originally entered into on December 21, 2011, was further amended by a letter agreement between the Parties, dated August 14, 2013 (the “Letter Agreement”). Pursuant to the Option Agreement, EPT granted MRMI a sole and exclusive option to lease certain EPT property located in Sullivan County, New York (the “EPT Property”) pursuant to the terms of a lease negotiated between the parties.

Pursuant to the Letter Agreement, MRMI and EPT agreed to extend the option exercise period and the final option exercise outside date (as such terms are defined in the Option Agreement) from August 14, 2013 to August 23, 2013 (as the same may be further extended pursuant to the Option Agreement). Except for these amendments, the Option Agreement remains unchanged and in full force and effect.

This summary description is qualified in its entirety by reference to the actual Letter Agreement, which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

10.1. Letter Agreement, dated August 14, 2013, by and between Monticello Raceway Management, Inc. and EPT Concord II, LLC.

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.

Dated: August 15, 2013

 

EMPIRE RESORTS, INC.
By:  

/s/ Laurette J. Pitts

Name:   Laurette J. Pitts
Title:   Senior Vice President, Chief Operating Officer and Chief Financial Officer

Exhibit Index

 

10.1. Letter Agreement, dated August 14, 2013, by and between Monticello Raceway Management, Inc. and EPT Concord II, LLC.
EX-10.1 2 d585167dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

[MRMI Letterhead]

August 14, 2013

David Brain

EPT Concord II, LLC

c/o Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Dear Mr. Brain:

Reference is made to that certain Option Agreement, dated as of December 21, 2011, between EPT Concord II, LLC (“EPT”), as owner of the Property described therein, and Monticello Raceway Management, Inc. (“MRMI”; together with EPT, collectively, the “Parties”), as tenant, as amended by that certain letter agreement, dated March 30, 2012, between EPT and MRMI, by that certain letter agreement, dated April 30, 2012, between EPT and MRMI, by that certain letter agreement, dated May 30, 2012, between EPT and MRMI, by that certain letter agreement, dated June 29, 2012, between EPT and MRMI, by that certain letter agreement, dated October 1, 2012, between EPT and MRMI, by that certain letter agreement, dated October 12, 2012, between EPT and MRMI, by that certain letter agreement, dated October 31, 2012, between EPT and MRMI, by that certain letter agreement, dated November 30, 2012, between EPT and MRMI, by that certain MRMI Option Extension Notice, dated March 7, 2013, and Additional Option Payment, by that certain letter agreement, dated June 27, 2013, between EPT and MRMI and by that certain letter agreement, dated July 30, 2013, between EPT and MRMI (collectively, the “Letter Agreements”), copies of which are attached hereto as Exhibit A. The term “Option Agreement” as used herein shall mean the Option Agreement as amended by the Letter Agreements.

The Parties hereby agree to amend the Option Agreement to extend the Option Exercise Period and Final Option Exercise Outside Date (as defined therein) by nine (9) days, such that the Final Option Exercise Outside Date shall mean August 23, 2013. Neither EPT nor MRMI (nor any of their respective permitted successors or assigns) shall have the right to terminate the Option Agreement prior to the Final Option Exercise Outside Date as extended by this letter agreement. Except as set forth herein, the Option Agreement is unamended and remains in full force and effect.

[SIGNATURE PAGE FOLLOWS]

If the foregoing accurately sets forth your understanding of our agreement, please indicate your concurrence by signing in the space provided below and returning one copy of this letter to the undersigned. We look forward to continuing to work with you to complete the master development plan expeditiously.

 

Very truly yours,
Monticello Raceway Management, Inc.
By:  

/s/ Joseph A. D’Amato

  Joseph D’Amato
  CEO

Accepted and agreed to as of

the 14th day of August, 2013:

 

EPT Concord II, LLC
By:  

/s/ David Brain

Name:   David Brain
Title:   President/CEO

With notice to:

EPT Concord II, LLC

c/o Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Attention: Asset Manager

And copies to:

Entertainment Properties Trust

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

Attention: General Counsel

and

Zarin & Steinmetz

81 Main Street

White Plains, New York 10601

Attention: Michael D. Zarin, Esq.