UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material pursuant to ss. 240.14a-12 EMPIRE RESORTS, INC. -------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid:/ / Fee paid previously with preliminary materials: / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: -2- Empire Resorts, Inc. c/o Monticello Raceway Route 17B P.O. Box 5013 Monticello, New York 12701 (845) 794-4100, ext. 478 April 27, 2004 Dear Stockholder: We previously sent you proxy materials for the Annual Meeting of Stockholders of Empire Resorts, Inc. to be held on May 12, 2004 including that certain definitive proxy statement on Schedule 14A dated April 12, 2004 (the "Proxy Statement"). The section of the Proxy Statement entitled "Ownership of Securities" is hereby amended and restated to read in its entirety as follows: "OWNERSHIP OF SECURITIES The following table sets forth certain information regarding the estimated beneficial ownership of the Company's voting securities following the merger, based on data existing as of March 24, 2004, by all individuals expected to be directors and executive officers following the consolidation; persons expected to own 5% or more of any class of the Company's voting securities following the consolidation; and all of the expected directors and executive officers as a group. Unless otherwise indicated, the address of each stockholder, director and executive officer listed below is c/o Empire Resorts, Inc., Route 17B, P.O. Box 5013, Monticello, New York, 12701. Series B Preferred Series E Preferred Common Stock Beneficially Stock Beneficially Stock Beneficially Owned(1) Owned(1) Owned(1) ---------------------------- ----------------------- ------------------------- Shares Percentage Shares Percentage Shares Percentage --------- --------- ------ ---------- ------ ---------- Robert A. Berman 4,605,334(2) 17.59% -- -- -- -- Scott A. Kaniewski 1,000,610(3) 3.82% -- -- -- -- Watertone Holdings 4,565,010 17.63% -- -- -- -- Thomas W. Aro 47,700(4) * -- -- -- -- Paul A. deBary 187,684(5) * -- -- -- -- Morad Tahbaz 1,337,359(6) 5.16% -- -- -- -- David Matheson 35,000(7) * -- -- -- -- John Sharpe 17,000(8) * -- -- -- -- David P. Hanlon 15,000(9) * -- -- -- -- Arthur I. Sonnenblick 15,000(10) * -- -- -- -- Joseph E. Bernstein 2,423,253(11) 9.35% -- -- -- -- JB Trust 2,362,058(12) 9.12% -- -- -- -- Ralph J. Bernstein 2,324,753(13) 8.97% -- -- -- -- Americas Tower Partners 6,599,294 25.48% -- -- -- -- Maurice Dabbah 2,006,291(14) 7.75% -- -- -- -- Monticello Realty 5,732,261 22.13% -- -- -- -- Directors and executive 11,988,693 45.03% -- -- -- -- officers as a group (11 persons) (2)-(11), (13) BP Group, Ltd. -- -- 44,258 100% -- -- 8306 Tibet Butler Drive Windemere, FL The Bryanston Group, Inc. -- -- -- -- 1,551,213 89.6% 2424 Route 52 Hopewell Junction, NY 12533 Stanley Tollman -- -- -- -- 152,817 8.8% The Bryanston Group, Inc. 2424 Route 52 Hopewell Junction, NY 12533 - ---------- * less than 1% (1) A person is deemed to be the beneficial owner of voting securities that can be acquired by such person within 60 days after the record date upon the exercise of options and warrants and the conversion of convertible securities. Each beneficial owner's percentage of ownership is determined by assuming that all options, warrants or convertible securities held by such person (but not those held by any other person) that are currently exercisable or convertible (i.e., that are exercisable or convertible within 60 days after the record date) have been exercised or converted. (2) Includes 1,094,004 shares of common stock owned directly by Robert A. Berman, options that are currently exercisable into 279,189 shares of common stock and 3,232,141 shares of common stock held directly by Watertone Holdings. Robert A. Berman directly holds a 46.305% limited partnership interest in Watertone Holdings, representing an indirect beneficial ownership interest in 2,113,828 shares of such 3,232,141 shares of the Company's common stock held directly by Watertone Holdings. Through BKB, LLC, 82% of which is owned by Robert A. Berman, Robert A. Berman indirectly holds a general partnership interest of .0082% of Watertone Holdings, representing an indirect beneficial ownership interest in an additional 37,433 shares of such 3,232,141 shares of the Company's common stock held directly by Watertone Holdings, and through Avon Road Partners, LP, Robert A. Berman indirectly beneficially holds an addition 23.678% limited partnership interest in Watertone Holdings, representing an indirect beneficial ownership interest in an additional 1,080,880 of such 3,232,141 shares of the Company's common stock held directly by Watertone Holdings. Avon Road Partners, LP is 88% owned by Robert A. Berman, 3% by Debbie N. Berman and 9% by the Berman Family Trust whose beneficiaries are Robert A. Berman's children. Debbie N. Berman, Robert A. Berman's wife, and Philip B. Berman, Robert A. Berman's brother, are co-trustees of the Berman Family Trust and have joint voting and dispositive power with respect to its holdings. Robert A. Berman disclaims beneficial ownership of all shares of common stock held by the Berman Family Trust. (3) Includes 134,096 shares of common stock owned directly by Scott A. Kaniewski, options that are currently exercisable into 295,689 shares of common stock, 506,899 shares of common stock held directly by Watertone Holdings, 28,940 shares of common stock held directly by The Kaniewski Family Limited Partnership and 34,986 shares of common stock held directly by The KFP Trust. Through BKB, LLC, 15.3% of which is owned by Scott A. Kaniewski, Scott A. Kaniewski indirectly holds a general partnership interest of .00153% of Watertone Holdings, representing an indirect beneficial ownership interest in an additional 6,984 shares of such 506,899 shares of the Company's common stock held directly by Watertone Holdings. The Kaniewski Family Limited Partnership, with respect to which Mr. Kaniewski is a 1% limited partner and the general partner with sole voting and dispositive power, holds a 4.95% limited partnership interest in Watertone Holdings, representing an indirect beneficial ownership interest in 225,968 shares of such 506,899 shares of the Company's common stock held directly by Watertone Holdings, and through BKB, LLC, 0.05% of which is owned by The Kaniewski Family Limited Partnership, The Kaniewski Family Limited Partnership indirectly holds a general partnership interest of .000005% of Watertone Holdings, representing an indirect beneficial ownership interest in an additional 23 shares of such 506,899 shares of the Company's common stock held directly by Watertone Holdings. Scott A. Kaniewski disclaims beneficial ownership of all the shares of common stock owned by the Kaniewski Family Limited Partnership for any purpose other than voting and dispositive powers. The KFP Trust, whose sole trustee is Stacey B. Kaniewski, Scott A. Kaniewski's wife, and whose sole beneficiaries are Scott A. Kaniewski's children, holds a 6.00% limited partnership interest in Watertone Holdings, representing an indirect beneficial ownership interest in 273,901 shares of such 506,899 shares of Empire Resorts' common stock held directly by Watertone Holdings, and through BKB, LLC, 0.05% of which is owned by The KFP Trust, The KFP Trust indirectly holds a general partnership interest of .000005% of Watertone Holdings, representing an indirect beneficial ownership interest in an additional 23 shares of such 506,899 shares of the Company's common stock held directly by Watertone Holdings. Scott A. Kaniewski disclaims beneficial ownership of all shares of common stock held by The KFP Trust. (4) Represents options that are currently exercisable into 43,500 shares of common stock and 4,200 shares of common stock held directly by Thomas W. Aro. (5) Includes 52,103 shares of common stock owned directly by Paul A. deBary and 135,581 shares of common stock held directly by Watertone Holdings. Mr. deBary directly holds a 2.97% limited partnership interest in Watertone Holdings, representing an indirect beneficial interest in such 135,581 shares of the Company's common stock held directly by Watertone Holdings. (6) Includes options that are currently exercisable into 17,500 shares of common stock and 1,319,859 shares of common stock of the Company held directly by Americas Tower Partners. Morad Tahbaz beneficially owns a 20% partnership interest of Americas Tower Partners, representing an indirect beneficial interest in such 1,319,859 shares of the Company's common stock held directly by Americas Tower Partners. (7) Includes options that are currently exercisable into 15,000 shares of common stock and 20,000 shares of common stock held directly by David Matheson. (8) Represents options that are currently exercisable into 15,000 shares of common stock and 2,000 shares of common stock held directly by John Sharpe. (9) Represents options that are currently exercisable into 15,000 shares of common stock. (10) Represents options that are currently exercisable into 15,000 shares of common stock. (11) Includes options that are currently exercisable into 15,000 shares of common stock, 2,309,753 shares of common stock of the Company held directly by Americas Tower Partners and 98,500 shares held in the name of Joseph E. Bernstein on behalf of the JB Trust. Joseph E. Bernstein beneficially owns a 1% economic interest and 50% voting power in Americas Tower Partners, and the JB Trust, in which Mr. Bernstein's mother, Helen Bernstein, is sole trustee and Mr. Bernstein's children are ultimate beneficiaries, beneficially owns a 49% economic interest, with no voting rights. Joseph E. Bernstein and the JB Trust beneficially own, 2% and 98%, respectively, of 35% of Americas Tower Partners' interest in the consolidation, representing an aggregate indirect beneficial ownership interest in such 2,309,753 shares of the Company's common stock held directly by Americas Tower Partners. (12) Includes 98,500 shares of common stock held in the name of Joseph E. Bernstein on behalf of the JB Trust and 2,263,558 shares of common stock of the Company held directly by Americas Tower Partners. The JB Trust beneficially owns a 49% economic interest, with no voting rights, in Americas Tower Partners. The JB Trust beneficially owns 98% of 35% of Americas Tower Partners' interest in the consolidation, representing an indirect beneficial ownership interest in such 2,263,558 shares of the Company's common stock held directly by Americas Tower Partners. (13) Includes options that are currently exercisable into 15,000 shares of common stock and 2,309,753 shares of common stock of the Company held directly by Americas Tower Partners. Ralph Bernstein beneficially owns a 35% partnership interest of Americas Tower Partners, representing an indirect beneficial ownership interest in such 2,309,753 shares of the Company's common stock held directly by Americas Tower Partners. (14) Represents 2,006,291 shares of common stock of the Company held directly by Monticello Realty. Maurice Dabbah beneficially owns 35% of the membership interests of Monticello Realty, representing an indirect beneficial ownership interest in such 2,006,291 shares of the Company's common stock held directly by Monticello Realty." The subsection of the Proxy Statement entitled "Executive Compensation - - Compensation of Directors" is hereby amended and restated to read in its entirety as follows: "COMPENSATION OF DIRECTORS DIRECTORS - CASH COMPENSATION The members of the Company's Board of Directors each receive $20,000 per year and $1,000 per meeting. Directors that also serve on committees of the Board of Directors, other than the audit committee, receive an additional $1,000 per committee meeting for non-employee committee members, with the chairperson receiving $2,500 per meeting. With respect to the audit committee, its non-employee chairperson receives an additional annual payment of $10,000, and each audit committee member (including the chairperson) receives $2,500 per audit committee meeting. DIRECTORS - STOCK COMPENSATION All members of the Board of Directors receive an annual grant of 10,000 stock options at the common stock's then current fair market value. All stock options granted to the Company's directors vest immediately. SPECIAL COMMITTEE On November 11, 2003, the Company's Board of Directors created a special committee, comprised solely of David Matheson, to assist the Company in obtaining all federal and state regulatory approvals necessary to develop a tribal casino in conjunction with the Cayuga Nation of New York. As consideration for his work on this special committee, the Company agreed to issue Mr. Matheson 20,000 shares of common stock on each of January 30, 2004 and June 30, 2004. Mr. Matheson abstained from all votes of the Board of Directors related to the creation of this special committee and the establishment of his compensation." All provisions of the Proxy Statement not specifically amended by this supplement remain in full force and effect. Please insert this supplement into your Proxy Statement and retain both this supplement and the Proxy for future reference. Sincerely, /s/ Thomas W. Aro -------------------------------------- Thomas W. Aro, Chief Operating Officer and Secretary
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DEFA14A Filing
Empire Resorts (NYNY) Inactive DEFA14AAdditional proxy soliciting materials
Filed: 28 Apr 04, 12:00am