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): April 23, 2014
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 8.01. | Other Events. |
Empire Resorts, Inc. (the “Company”) issued various press releases relating to its application for a destination gaming resort license at Adelaar Resort to be located in Sullivan County, New York. Copies of such press releases are filed as Exhibit 99.1 through 99.3 hereto.
Cautionary Statement Regarding Forward Looking Information
This report includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Empire and our management team, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, levels of spending in business and leisure segments as well as consumer confidence; plans for signing and closing on definitive transaction documents; the construction commencement date for the gaming facility; relationships with associates and labor unions and changes in labor law; the financial condition of, and our relationships with, third-party property owners and hospitality venture partners; changes in the competitive environment in our industry and the markets where we operate; the timing of the receipt of regulatory and governmental approvals for the development project, including the issuance of a gaming facility license to us; changes in federal, state or local tax law; general volatility of the capital markets and our ability to access the capital markets to secure necessary financing. A more complete description of these risks and uncertainties can be found in the reports and other documents filed with the U.S. Securities and Exchange Commission. The Company cautions readers not to rely on these forward-looking statements. The Company undertakes no obligation to update any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release, dated April 2, 2014 | |
| 99.2 | Press Release, dated April 7, 2014 | |
| 99.3 | Press Release, dated April 21, 2014 | |
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: April 23, 2014
| EMPIRE RESORTS, INC. | ||||
| By: | /s/ Joseph A. D’Amato | |||
| Name: |
Joseph A. D’Amato | |||
| Title: |
Chief Executive Officer | |||
Exhibit Index
| 99.1 | Press Release, dated April 2, 2014 | |
| 99.2 | Press Release, dated April 7, 2014 | |
| 99.3 | Press Release, dated April 21, 2014 | |
Exhibit 99.1
Empire Resorts, Inc. Announces That Town of Thompson Board Passes Resolution in Support of MRMI’s Application for a Destination Gaming Resort License at Adelaar Resort in Sullivan County
April 02, 2014 03:15 PM Eastern Daylight Time
MONTICELLO, N.Y.—(BUSINESS WIRE)—Last night the Town of Thompson Board (“Thompson Board”) voted in favor of supporting Monticello Raceway Management, Inc.’s (“MRMI”) application to the New York State Gaming Facility Location Board (“Siting Board”) for a destination gaming resort license (“Gaming Facility License”). MRMI intends to submit an application for a Gaming Facility License at Adelaar, the four-season, $750 million destination resort planned for Sullivan County by subsidiaries of EPR Properties (“EPR”) (NYSE:EPR) and Empire Resorts, Inc. (“Empire”) (NASDAQ-GM:NYNY) and other co-developers.
“We could not be more honored to have the support of the Town of Thompson for MRMI’s application. We continue to work hard to get the all the pieces in place to plan and execute a truly one-of-a-kind destination resort in the Catskills”
On Monday the Siting Board issued its Request for Applications to Develop and Operate a Gaming Facility in New York State (“RFA”). Pursuant to the requirements of the Upstate New York Gaming and Economic Development Act (“Gaming Act”) and the RFA, as a condition of filing an RFA, each applicant must submit to the Siting Board a resolution passed by the local legislative body of its “Host Municipality” supporting the Application. The Thompson Board’s resolution fulfills MRMI’s initial requirement of local support.
In its resolution, the Town Board found that by the passage of local laws; the execution of various agreements with the Town of Thompson and other nearby municipalities; public statements and declarations; letters and resolutions from the Town of Thompson, County of Sullivan, nearby local governments, private organizations, community, religious and civic groups, charitable organizations, entertainment venues, chambers of commerce, local businesses, and labor organizations, received on behalf of the Adelaar, including MRMI’s Gaming Facility, MRMI and the EPR subsidiaries, EPR Concord II, LP and EPT Concord II, LLC (collectively, “EPT”), have demonstrated local support from the County of Sullivan, Town of Thompson and nearby municipalities. Citing a host of significant and necessary steps already taken by Adelaar’s developers towards the commencement of construction, the Thompson Board voted in support of MRMI’s application.
The Thompson Board discussed a host of factors that led to their decision, including approvals obtained, an extensive environmental review, opportunity for generation of high quality jobs and support from community groups, as well as the opportunity for economic development that Adelaar, with MRMI’s Gaming Facility, would bring to the Catskills.
“We could not be more honored to have the support of the Town of Thompson for MRMI’s application. We continue to work hard to get the all the pieces in place to plan and execute a truly one-of-a-kind destination resort in the Catskills,” said Empire Resorts Executive Vice President Charles Degliomini. “In addition to enabling MRMI to demonstrate to the Siting Board local support in fulfillment of this initial requirement of the RFA, today’s vote reinforces the fact that for more than three years we have been working closely with all stakeholders, including the Thompson Board to put forth a plan that we believe maximizes community involvement, creates thousands of jobs and provides real economic benefits for the region. We thank the Town of Thompson for its vote of confidence in Empire Resorts and EPR Properties.”
“Tonight’s vote validates our commitment to both the Town of Thompson and to Sullivan County,” EPR project manager Tim Lies said. “For the last several years, we have invested time, money and energy in coming up with a plan that will revitalize the local economy, create jobs and boost tourism. Having the support of the local community is integral to making this plan a reality and we are grateful that the Thompson Board believes in what we are proposing. We look forward to working with local stakeholders as the RFA process unfolds and continuing to detail our vision for Adelaar.”
The Thompson Board’s resolution highlighted some specific factors that influenced their vote, including*:
| • | by promoting a tourist destination, which comprises a balanced mix of year round activities that include eco-tourism and recreational venues, agri-tourism; casinos, hotels, and resorts, and the cultural arts, the Project is consistent with and advances regional planning initiatives such as the Town of Thompson/Village of Monticello Comprehensive Plan (1999) and the Sullivan County Comprehensive Plan (Sullivan 2020: Defining an Image and Managing Change: A Strategic Plan for Sullivan County, May 2005); and |
| • | Adelaar also supports the Mid-Hudson Regional Economic Development Council’s objectives by providing a targeted investment in the region that encourages job creation and economic vitality by creating destination hotels and casino gambling; and |
| • | Adelaar was named as one of the region’s Priority Projects, and a project that the Mid-Hudson Regional Economic Development Council believes supports the core goals of its Strategic Plan, which can have a transformational impact on the region; and |
| • | as set forth in the record of various proceedings, the approvals issued, and agreements entered into for the Project, demonstrate significant local and regional support for the Project and MRMI’s proposed Gaming Facility by way of public statements and declarations, numerous letters of support from community groups, chambers of commerce, local businesses, and labor organizations; and |
| • | Adelaar with the Gaming Facility, is expected to have a significant positive impact on the Catskills Region; and |
| • | based upon the significant capital investments made to date, the approvals already obtained and those pending, and the demonstrated ability to provide financing, construction of Phase 1 of Adelaar could begin within thirty (30) days of an award of a Gaming Facility License to MRMI; and |
| • | Phase 1 of Adelaar is the furthest advanced of the Gaming Facility applications within the State; and |
| • | consistent with the Gaming Act, the proposed construction and operation Adelaar, including the Gaming Facility thereon, presents an opportunity to advance the purposes of the Gaming Act, including, without limitation, increased tourism, economic development, educational funding, and generation of high quality jobs in the Town of Thompson, Sullivan County and the region. |
| * | Source: Thompson Board Resolution – April 1, 2014 |
Officially unveiled in mid-March, the anticipated $750 million Adelaar development is located 90 miles from New York City, is estimated to create nearly 5,000 jobs and will sit on 1,700 acres of land at the site of the former Concord Resort. EPR and Empire have teamed up and Empire’s subsidiary, MRMI, intends to apply for a Gaming Facility License to own and operate a destination gaming resort that will include a four-star hotel. Adelaar – the Dutch word for eagle – will feature a broad variety of leisure and recreational programming, including an indoor waterpark hotel and adventure park, a Rees Jones-redesigned “Monster” Golf Course, shopping, dining and entertainment.
We expect the world-class destination gaming resort to deliver significant economic benefits for local businesses, create dependable local employment, and have a positive impact on tourism in Upstate New York. The state-of-the-art and sustainable destination is designed to offer four seasons of indoor and outdoor activities within several distinct areas: hospitality and spa, sports and leisure, dining, entertainment and retail, and gaming. We believe Adelaar is uniquely positioned to achieve the tourism and economic investment goals set forth by the Gaming Act.
Adelaar has in place essentially all of its approvals and permits to commence construction expeditiously upon the awarding of a Gaming Facility License to MRMI. This includes all zoning, master development and environmental approvals for the destination resort, as well as site plan, infrastructure and permits to commence and complete the state-of-the-art casino and resort core, indoor waterpark hotel, and renovation of the 18-hole Monster golf course.
Empire previously announced that MRMI has signed a Labor Peace Agreement with the New York Hotel and Motel Trades Council and that MRMI’s construction manager has signed a Project Labor Agreement with the Hudson Valley Building and Construction Trades Council.
About EPR Properties
EPR Properties is a specialty real estate investment trust (REIT) that invests in properties in select market segments which require unique industry knowledge, while offering the potential for stable and attractive returns. Our total investments exceed $3.5 billion and our primary investment segments are Entertainment, Recreation and Education. We adhere to rigorous
underwriting and investing criteria centered on key industry and property level cash flow standards. We believe our focused niche approach provides a competitive advantage, and the potential for higher growth and better yields. Further information is available at www.eprkc.com. Renderings, tenant information and other details about Adelaar can be found at www.AdelaarNY.com.
About Empire Resorts
Empire Resorts owns and operates, through its subsidiary Monticello Raceway Management, Inc., the Monticello Casino & Raceway, a harness racing track and casino located in Monticello, New York, and is 90 miles from midtown Manhattan. Further information is available at www.empireresorts.com
Cautionary Statement Regarding Forward Looking Information
This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by EPR, Empire and their respective management teams, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, levels of spending in business and leisure segments as well as consumer confidence; the parties’ plans for signing and closing on definitive transaction documents; the construction commencement date for the development project; relationships with associates and labor unions and changes in labor law; the financial condition of, and our relationships with, third-party property owners and hospitality venture partners; risk associated with the introduction of new brand concepts; changes in the competitive environment in our industry and the markets where we operate; the timing of the receipt of regulatory and governmental approvals for the development project, including the issuance of a destination gaming resort license to Empire Resorts, changes in federal, state or local tax law; general volatility of the capital markets and the ability of Empire to access the capital markets to secure necessary financing. A more complete description of these risks and uncertainties can be found in the filings of EPR and Empire Resorts with the U.S. Securities and Exchange Commission. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. EPR and Empire Resorts undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Contacts
EPR Properties
Brian Moriarty, 888-EPR-REIT
brianm@eprkc.com
or
Empire Resorts, Inc.
Charles Degliomini, 845-807-0001
cdegliomini@empireresorts.com
Exhibit 99.2
Empire Resorts and SUNY-Sullivan Announce Partnership
Collaboration would create casino and resort job training program
April 07, 2014 08:30 AM Eastern Daylight Time
MONTICELLO, N.Y.— After the publication of the New York Gaming Facility Siting Board’s Request for Applications which calls for a development plan that includes workforce training programs, Empire Resorts, Inc. (“Empire”) (NASDAQ-GM:NYNY) announced it has begun collaborating with SUNY-Sullivan to develop a comprehensive training program, customized to prepare graduates to join the future casino and resort workforce.
Over the past three years Empire and their partner EPR Properties (NYSE:EPR) (“EPR”) and their respective subsidiaries, have worked to develop a master plan and designs for a fully-integrated four-season destination resort at the site of the former Concord Resort in Sullivan County. Named and branded as Adelaar, the casino and hotel resort portion is expected to employ approximately 1,200 full time employees with hundreds of additional hospitality positions anticipated to result from the non-casino portions of Adelaar that include a waterpark hotel, entertainment village, golf course and clubhouse.
“Thanks in many ways to our ongoing collaboration with the local community, if we are awarded a gaming license, we are on a fast track to developing a comprehensive casino resort destination in Sullivan County,” said Empire Resorts’ Executive Vice President of Government Affairs and Corporate Communications Charles Degliomini. “Upon the granting of a casino license, we look forward to the opportunity to deliver the jobs made possible by the casino legislation and a partnership with SUNY-Sullivan would be an important step in achieving that goal. By working together to develop and implement a custom training program, we can help to ensure a qualified local workforce and desperately needed career opportunities within the county.”
SUNY-Sullivan and Empire anticipate collaborating on the development of courses to complement SUNY-Sullivan’s current Hospitality and Tourism Management, Culinary Arts and Computer Information Systems programs. Courses are expected to range from an overview of careers within the gaming industry to management and leadership development. They also anticipate the establishment of an internship program for students who are interested in a career in the casino and resort industry. Additionally, SUNY-Sullivan us expected to develop a series of personal enrichment offerings for Adelaar’s guests through their Office of Community Learning.
“One of the major advantages of a community college is its ability to respond directly to an industry’s needs,” explained Dr. Karin Hilgersom, president of SUNY-Sullivan. “Our collaboration with Empire is a prime example of this and would result in customized instruction specifically related to the many types of jobs within a casino and resort. We will be extremely pleased to partner with Empire in the development of a highly-skilled workforce that will directly contribute to the economic ‘re-development’ of Sullivan County.”
Sullivan County Legislator Cora Edwards, an advocate for better employment opportunities, welcomed the announcement. “The New York State Gaming Facility Location Board has identified job training as a key component,” she said. “This SUNY Sullivan training program will help reverse chronic unemployment in the county. I congratulate Empire Resorts and SUNY-Sullivan for taking this important step in securing a plan to prepare our local work force for future jobs in Sullivan County.”
About Empire
Empire Resorts, Inc. owns and operates, through its subsidiary Monticello Raceway Management, Inc., the Monticello Casino and Raceway, a harness racing track and casino located in Monticello, New York, and is 90 miles from midtown Manhattan. For additional information, please visit http://www.empireresorts.com.
Cautionary Statement Regarding Forward Looking Information
Statements in this press release regarding the company’s business that are not historical facts are “forward-looking statements” that may involve material risks and uncertainties. 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. For a full discussion of 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 on Form 10-K for the most recently ended fiscal year, as amended, as well as the company’s Quarterly Report on Form 10-Q for the most recently ended fiscal quarter. The proposed partnership and the development of a future comprehensive training program are contingent upon certain events and may not occur.
Contacts
Empire Resorts, Inc.
Charles Degliomini, 845-807-0001
cdegliomini@empireresorts.com
Exhibit 99.3
Empire Resorts Submits $1 Million Application Fee for Catskills Casino License
April 21, 2014 08:00 AM
MONTICELLO, N.Y.—(BUSINESS WIRE) Empire Resorts, Inc. (together with its subsidiaries, “Empire”) (NASDAQ-GM:NYNY) today submitted the $1 million application fee to the New York State Gaming Commission for a destination gaming resort license (“Gaming Facility License”) in the Catskills. Pursuant to the Request for Applications (“RFA”), an individual, entity, consortium or other party evincing interest in a Gaming Facility License becomes an applicant upon payment of the $1 million application fee. Such fee must be paid by April 23, 2014 in advance of a mandatory applicant conference.
“We are continuing our partnership with local upstate stakeholders and we look forward to providing the New York State Facility Location Board with a comprehensive application package that exceeds the requirements of the RFA.”
“We have been working diligently on this project for over three years. Adelaar is a project that is well positioned to meet the RFA’s requirement to be open 24 months after a license is granted,” said Empire Chairman Emanuel Pearlman. “We are continuing our partnership with local upstate stakeholders and we look forward to providing the New York State Facility Location Board with a comprehensive application package that exceeds the requirements of the RFA.”
The payment of the $1 million application fee is an important first step of the overall vetting process that will determine the award of a Gaming Facility License in the Hudson Valley/Catskills region of upstate New York. Empire Resorts previously announced it has planned a four-star hotel that will have approximately 391 rooms. The proposed gaming facility is expected to include a 70,000-square foot gaming floor with a variety of table games and slots machines, restaurants and beverage outlets, a conference center, meeting rooms, spa and salon, and entertainment venues.
Empire has in place essentially all of the approvals and permits to commence construction immediately upon the awarding of a Gaming Facility License. This includes all zoning, master development and environmental approvals for the gaming facility.
In addition, the Town of Thompson Board (“Thompson Board”) recently voted in favor of supporting Empire’s application to the Facility Location Board for a Gaming Facility License. Empire previously announced it has signed a Labor Peace Agreement with the New York Hotel and Motel Trades Council, and our construction manager has signed a Project Labor Agreement with the Hudson Valley Building and Construction Trades Council.
About Empire Resorts
Empire Resorts owns and operates, through its subsidiary Monticello Raceway Management, Inc., the Monticello Casino & Raceway, a harness racing track and casino located in Monticello, New York, and is 90 miles from midtown Manhattan. Further information is available at www.empireresorts.com.
Cautionary Statement Regarding Forward Looking Information
This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Empire and our management team, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, levels of spending in business and leisure segments as well as consumer confidence; plans for signing and closing on definitive transaction documents; the construction commencement date for the gaming facility; relationships with associates and labor unions and changes in labor law; the financial condition of, and our relationships with, third-party property owners and hospitality venture partners; changes in the competitive environment in our industry and the markets where we operate; the timing of the receipt of regulatory and governmental approvals for the development project, including the issuance of a Gaming Facility License to us; changes in federal, state or local tax law; general volatility of the capital markets and our ability to access the capital markets to secure necessary financing. A more complete description of these risks and uncertainties can be found in our filings with the U.S. Securities and Exchange Commission. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Contacts
Empire Resorts, Inc.
Charles Degliomini, 845-807-0001
cdegliomini@empireresorts.com