SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Alpha Hospitality Corporation
----------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
02073210
----------------------------------------
(CUSIP Number)
Greenville Casino Partners, L.P.
111 Walnut Street
Greenville Mississippi 38701
with a copy to:
Kenneth M. Crane
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 1997
----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this Schedule
because of Rule 13d-1(b)(3) or (4), check the following
box. / /
Check the following box if a fee is being paid with the
statement. / /
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
**The total number of shares of common stock reported as
beneficially owned by the Reporting Persons herein is
9,017,739 which constitutes approximately 62.5% of the
total number of shares outstanding. All ownership
percentages set forth herein assume that there are
14,406,204 shares outstanding.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of
the Act. <PAGE>
CUSIP NO. 02073210 13D Page 3 of 10 Pages
_________________________________________________________
1. Name of Reporting Person:
Greenville Casino Partners, L.P.
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b)
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: Not Applicable.
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
_________________________________________________________
6. Citizenship or Place of Organization: Mississippi
_________________________________________________________
Number of 7. Sole Voting Power: 0
Shares _________________________________________
Beneficially 8. Shared Voting Power: 9,017,739 (1)(2)
Owned By ________________________________________
Each 9. Sole Dispositive Power: 0
Reporting ________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
9,017,739 (1)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
62.5%
_________________________________________________________
14. Type of Reporting Person: PN
_________________________________________________________
(1) Power is exercised through Greenville CP, Inc., the
sole general partner of Greenville Casino Partners, L.P.
(2) See Item 5.<PAGE>
CUSIP NO. 02073210 13D Page 4 of 10 Pages
_________________________________________________________
1. Name of Reporting Person:
Greenville CP, Inc.
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b)
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: Not Applicable.
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
_________________________________________________________
6. Citizenship or Place of Organization: Delaware
_________________________________________________________
Number of 7. Sole Voting Power: 0
Shares _________________________________________
Beneficially 8. Shared Voting Power: 9,017,739 (1)(2)(3)
Owned By ________________________________________
Each 9. Sole Dispositive Power: 0
Reporting ________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
9,017,739 (1) (2)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
62.5%
_________________________________________________________
14. Type of Reporting Person: CO
_________________________________________________________
(1) Solely in its capacity as the sole general partner of
Greenville Casino Partners, L.P.
(2) Power is exercised through, Michael J. Jacobson,
Chairman and Chief Executive Officer and a 50%
shareholder, and John O'Donnell, President and Chief
Operating Officer and a 50% shareholder.
(3) See Item 5. <PAGE>
CUSIP NO. 02073210 13D Page 5 of 10 Pages
_________________________________________________________
1. Name of Reporting Person:
Michael J. Jacobson
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b)
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: Not Applicable
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
_________________________________________________________
6. Citizenship or Place of Organization: USA
____________________________________________
Number of 7. Sole Voting Power: 0
Shares ____________________________________________
Beneficially 8. Shared Voting Power: 9,017,739 (1)(2)
Owned By ____________________________________________
Each 9. Sole Dispositive Power: 0
Reporting ____________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
9,017,739 (1) (2)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
62.5%
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________
(1) Solely in his capacity as a controlling person of
Greenville CP, Inc.
(2) See Item 5.<PAGE>
CUSIP NO. 02073210 13D Page 6 of 10 Pages
_________________________________________________________
1. Name of Reporting Person:
John R. O'Donnell
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b)
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: Not Applicable
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
_________________________________________________________
6. Citizenship or Place of Organization: USA
____________________________________________
Number of 7. Sole Voting Power: 0
Shares ____________________________________________
Beneficially 8. Shared Voting Power: 9,017,739 (1)(2)
Owned By ____________________________________________
Each 9. Sole Dispositive Power: 0
Reporting ____________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
9,017,739 (1) (2)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
62.5%
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________
(1) Solely in his capacity as a controlling person of
Greenville CP, Inc.
(2) See Item 5.<PAGE>
CUSIP NO. 02073210 13D Page 7 of 10 Pages
This statement constitutes Amendment No. 1 to the
Statement of Schedule 13D (the "Schedule 13D") filed
December 20, 1997 by Greenville Casino Partners, L.P., a
Mississippi limited partnership, Greenville CP, Inc., a
Mississippi corporation, Michael J. Jacobson, and John R.
O'Donnell in connection with the beneficial ownership of
shares of common stock, $.01 par value, of Alpha
Hospitality Corporation, a Delaware corporation ("Alpha").
Capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed thereto in the
Schedule 13D.
Item 5. Interests in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended and restated as follows:
The following information is provided in response
to Item 5 of Schedule 13D and is based on a total of
14,406,204 shares of stock ("Shares") outstanding as of
November 7, 1997 as reported in the Form 10-Q for Alpha
Hospitality Corporation (the "Issuer"), for the quarterly
period ended September 30, 1997.
Subsequent to the filing of the Schedule 13D on
December 20, 1997, the filers received two items of
information which require this Amendment No. 1 to the
Schedule 13 D; (i) a copy of a proxy from Bally Gaming for
596,017 shares of the common stock of Alpha was
received after the filing of the Schedule 13D, and (ii) it
was determined that certain of the shareholders of Alpha
gave proxies for a larger or smaller number of shares than
was initially reported in the Schedule 13D.
The information provided in this Amendment setting
forth the correct deemed beneficial ownership of Shares
was correctly reflected by Alpha on January 9th, 1997 in
the Proxy Statement filed pursuant to Section 14(a) of the
Securities Exchange Act of 1934.
(a) LP beneficially owns 9,017,739 Shares,
constituting approximately 62.5% of the outstanding Shares
as of December 20, 1997. CP, through its relationship
with LP, may be deemed to beneficially own all of the
Shares beneficially owned by LP, and each of Jacobson and
O'Donnell, through their relationship with CP and LP, may
be deemed to beneficially own all of the Shares
beneficially owned by CP.<PAGE>
CUSIP NO. 02073210 13D Page 8 of 10 Pages
(b) LP has the power to vote or direct the vote
of all 9,017,739 Shares reported herein. CP, as the sole
general partner of LP, may be deemed to share voting power
with respect to all of such Shares. Jacobson, as the
Chairman and Chief Executive Officer of CP, and as the
holder of 50% of the voting stock of CP, has the power to
act on behalf of CP and LP and may be deemed to share
voting power with respect to all of the Shares.
O'Donnell, as the President and Chief Operating Officer of
CP, and as the holder of 50% of the voting stock of CP,
has the power to act on behalf of CP and LP and may be
deemed to share voting power with respect to all of the
Shares.
(c) Except as set forth above, the Reporting
Persons do not beneficially own any Shares and, except as
set forth herein, have effected no transactions in Shares
during the preceding 60 days.
(d) A list of shareholders of the Issuer,
together with the number of shares owned by such
shareholder, from whom the Reporting Persons obtained
proxies for purposes of voting in favor of the transaction
contemplated by the Purchase Agreement (as defined in Item
6) is contained in Item 6.
(e) The Reporting Persons will cease to have
voting control of the Shares upon the earlier to occur of
(i) the consummation of the transactions contemplated by
the Purchase Agreement (as defined in Item 6) or (ii) the
end of business on February 28, 1998.<PAGE>
CUSIP NO. 02073210 13D Page 9 of 10 Pages
Item 6. Contracts, Arrangements, Understandings or
------------------------------------------
Relationships With Respect to Securities
----------------------------------------
of the Issuer.
-------------
Item 6 is hereby amended and restated as follows:
On December 19, 1997, LP entered into an Asset
Purchase Agreement (the "Purchase Agreement") with Alpha
Gulf Coast, Inc., a Delaware corporation and Alpha
Greenville Hotel, Inc., a Delaware corporation ("Alpha
Hotel"), each a wholly owned subsidiary of Alpha
Hospitality Corporation (the "Issuer"), pursuant to which,
among other things, LP agreed to purchase substantially
all of the assets of Alpha Hotel. In connection
therewith, LP obtained proxies from certain of the
shareholders of the Issuer, authorizing LP to vote the
shares held by such shareholders in favor of the
transactions contemplated by the Purchase Agreement. The
shareholders from whom LP obtained such proxies are: (i)
Patricia Cohen (for herself and on behalf of B.P. Group,
LTD.), (ii) Charles Hundley (for himself and as trustee of
the Tyler Hundley Trust), (iii) Joan Hundley, (iv) Dillon
Hundley, (v) Sanford Freedman, (vi) Brett Tollman (for
himself, the Bryanston Group, Inc. and the Tollman Family
Trust), (vii) Mathew Walker, (viii) Beatrice Tollman, (ix)
Steve O'Hana, and (x) Scott Schweinfurth (for Bally
Gaming).
Except as set forth in this Item 6, the Reporting
Persons do not have any contract, arrangement,
understanding or relationship (legal or otherwise) with
any person with respect to the acquisition of any
securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profit or loss,
or the giving or withholding of proxies. <PAGE>
CUSIP NO. 02073210 13D Page 10 of 10 Pages
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: February 10, 1998
GREENVILLE CASINO PARTNERS, L.P.
By: Greenville CP, Inc., its
general partner
By: /s/ Michael J. Jacobson
----------------------------
Chairman and Chief Executive
Officer
GREENVILLE CP, INC.
By: /s/ Michael J. Jacobson
----------------------------
Chairman and Chief Executive
Officer
/s/ Michael J. Jacobson
----------------------------
Michael J. Jacobson
/s/ John O'Donnell
----------------------------
John O'Donnell<PAGE>
