File No.
As filed with the Securities and Exchange Commission on
November 9, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALPHA HOSPITALITY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3714474
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
12 East 49th Street
New York, New York 10017
(212) 750-3500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
ROBERT STEENHUISEN
Chief Accounting Officer
12 East 49th Street
New York, New York 10017
(212) 750-3500
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
Copies to:
HERBERT F. KOZLOV, ESQ.
PARKER DURYEE ROSOFF & HAFT, P.C.
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
Approximate date of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. [ ]
<PAGE>
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
dividend or interest reinvestment plans, check the
following box. [X]
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be
made pursuant to Rule 434, please check the following
box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
______________________________________________
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price Per Share(1) offering price(1) registration fee
_____________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 4,900,000 $4.0625 (1) $19,906,250 $5,533.94
$0.01 par value (2)
(1) Estimated solely for the purpose of calculating
the registration fee, as determined in
accordance with Rules 457(c) and 457(h),
using the average of the high and low sales
prices per share of Alpha's common stock as
reported on the NASDAQ Small Cap Market
on November 5, 1999.
(2) Pursuant to Rule 416(a), the Registration
Statement also relates to an indeterminate
number of additional shares of Alpha's
common stock, issuable upon the exercise of
options pursuant to anti-dilution provisions
contained therein, which shares of common
stock are registered hereunder.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The document(s) containing the information
specified in Part I of Form S-8 will be sent or given to
specified employees pursuant to Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act"). The
documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II
below, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
The selling shareholders may acquire their
shares through the exercise of options granted to them in
connection with Alpha Hospitality Corporation's 1993
Stock Option Plan and 1998 Stock Option Plan. Options
to purchase up to a maximum of 900,000 shares may be
awarded under Alpha's 1993 Stock Option Plan. Options
to purchase up to a maximum of 4,000,000 shares may be
awarded under Alpha's 1998 Stock Option Plan. A total
of 2,020,000 shares are issuable in accordance with grants
made to date under these plans and are covered by this
registration statement. 611,000 of these shares may be
acquired by selling shareholders through participation in
Alpha's 1993 Stock Option Plan and 1,409,000 of such
shares may be acquired by selling shareholders through
participation in Alpha's 1998 Stock Option Plan. Options
to purchase the balance of the shares available under these
plans have not yet been granted. 590,000 shares issuable to
employees and non-affiliates of Alpha under the plans may
be sold upon the effectiveness of this registration statement
on Form S-8, without reference to the reoffer prospectus
described below.
Under cover of this Form S-8 is a reoffer prospectus
prepared in accordance with Part I of Form S-3 under the
Securities Act. The reoffer prospectus may be utilized for
reoffering and resales of up to 1,430,000 shares of
common stock, 280,000 of which may be acquired by the
named shareholders through participation in Alpha's 1993
Stock Option Plan, and 1,150,000 of which may be
acquired by the named shareholders through participation
in Alpha's 1998 Stock Option Plan.
<PAGE>
REOFFER PROSPECTUS
1,430,000 Shares
ALPHA HOSPITALITY CORPORATION
Common Stock, par value $.01 per share
This reoffer prospectus relates to the offer and
sale of 1,430,000 shares of the Common Stock, par value
$.01 per share, of Alpha Hospitality Corporation
("Alpha"). Any or all of the selling shareholders named in
this reoffer prospectus may offer these shares from time to
time for their own benefit. The selling shareholders may
acquire their shares through the exercise of options granted
to them in connection with Alpha's 1993 Stock Option
Plan and Alpha's 1998 Stock Option Plan. Options to
purchase up to a maximum of 900,000 shares may be
awarded under Alpha's 1993 Stock Option Plan. Options
to purchase up to a maximum of 4,000,000 shares may be
awarded under Alpha's 1998 Stock Option Plan. A total
of 2,020,000 shares are issuable in accordance with grants
made to date under these plans. Options to purchase the
balance of the shares available under these plans have not
yet been granted. 590,000 shares issuable to employees
and non-affiliates of Alpha are covered by the registration
statement on Form S-8 of which this reoffer prospectus is
a part, although those shares are not required to be
included in this reoffer prospectus. Alpha will receive the
exercise price from any exercise of the options. Any funds
Alpha receives will be used for working capital. If after
exercising his or her options, a shareholder sells his or her
shares, he or she will receive all proceeds from those sales.
Alpha will receive no part of the proceeds from the sale of
the shares by the selling shareholders. Alpha will bear all
the expenses of this registration statement. The selling
shareholders will bear all selling and other expenses
involved in the sales of their shares.----------------
These securities involve a high degree of risk.
See "Risk Factors" beginning on Page 3.
----------------
Neither the Securities and Exchange
Commission nor any state securities commission
has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is
a criminal offense.
We have not authorized anyone to give
any information or make any representation
about Alpha that differs from, or adds to, the
information in this prospectus or in our
documents that are publicly filed with the
Securities and Exchange Commission. If anyone
does give you different or additional information,
you should not rely on it.
If you are in a jurisdiction where it is
unlawful to buy the securities offered by this
prospectus, or if you are a person to whom it is
unlawful to direct such activities, then the offer
presented by this prospectus does not extend to
you.
The information in this prospectus
speaks only as of its date unless the information
specifically indicates that another date applies.
The delivery of this prospectus at any time does
not imply that the information contained herein is
correct as of any time subsequent to its date.
Alpha's common stock is listed for trading on
The NASDAQ SmallCap Market under the symbol
"ALHY" and on the Boston Stock Exchange under the
symbol "ALH." On November 5, 1999, the closing bid
price of Alpha's common stock, as reported by The
NASDAQ SmallCap Market, was $4.0625 per share.
Alpha's executive offices are located at: 12 East 49th
Street, 24th Floor, New York, New York 10017.
Its telephone number is 212-750-3500.
The date of this prospectus is November 9, 1999.
<PAGE>
TABLE OF CONTENTS
RISK FACTORS . . . . . . . . . . . . . . . . . . . .3
Future sales of shares could potentially dilute
your interest in Alpha's common stock . . . . . 3
The market price of Alpha's common stock
can be highly volatile . . . . . . . . . . . . 3
Alpha cannot assure that there will be a public
market in the future for its securities. . . . .3
Alpha has no ongoing operations. . . . . . . . . 4
Alpha has a history oflosses. . . . . . . . . . .4
Alpha's operations have been subject to
seasonal fluctuations.. . . . . . . . . . . . . 4
Alpha has outstanding indebtedness. . . . . . . .4
Alpha's liability insurance possibly may be
insufficient . . . . . . . . . . . . . . . . . .4
Alpha competes in a highly competitive
industry . . . . . . . . . . . . . . . . . . . .5
Alpha's proposed operations are subject to
government regulation. . . . . . . . . . . . . .5
Alpha has no operating history with respect to
new ventures . . . . . . . . . . . . . . . . . .5
The loss of a gaming license would adversely
affect Alpha's operations. . . . . . . . . . . .6
Gaming operations are subject to taxation. . . . 6
This prospectus contains forward-looking
statements . . . . . . . . . . . . . . . . . . .6
RECENT DEVELOPMENTS. . . . . . . . . . . . . . . . .6
Casino and gaming development activities . . . . 6
Legal proceedings . . . . . . . . . . . . . . . .8
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . .8
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . .8
RESALE OF SHARES BY AFFILIATES . . . . . . . . . . .9
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . .9
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . .10
EXPERTS. . . . . . . . . . . . . . . . . . . . . . .10
ADDITIONAL INFORMATION ABOUT ALPHA . . . . . . . . .11
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . 11
<PAGE>
RISK FACTORS
Before you decide to invest in Alpha's
common stock being offered by this prospectus, you should
be aware that there are various risks, including those
described below. Some of the following risks pertain to
Alpha's former gaming businesses. Although Alpha is not
currently involved directly in the gaming industry, Alpha's
previous experience in the industry make gaming one of
the most likely industries that Alpha may choose to enter.
You should carefully consider these risks as well as the
more detailed information contained in this prospectus
and in the documents incorporated in this prospectus by
reference, before making your decision.
Future sales of shares could potentially dilute your
interest in Alpha's common stock
As of November 3, 1999, Alpha had
16,803,149 shares of common stock outstanding. An
additional 2,020,000 shares may be issued if holders of the
stock options issued pursuant to the 1993 and 1998 stock
option plans choose to exercise such options. Similarly,
holders of preferred stock, warrants and various other
stock options may from time to time exercise or convert
their securities into common stock. If holders of these
other securities exercise or convert them into common
stock and then sell those shares into the public market, the
sales may reduce the prevailing market price for Alpha's
common stock. As a result, Alpha may find it more
difficult in the future to raise capital by selling equity
securities.
The market price of Alpha's common stock can be
highly volatile
The average daily trading volume of Alpha's
common stock has generally been light. The market price
has been highly volatile and may not be indicative of the
market price in a more liquid market. Therefore, the low
volume may have had a significant effect on the historical
market price of the stock. The market price of the stock
could also be subject to significant fluctuations in response
to a number of factors, not all of which relate directly to
Alpha's performance. Some of these factors are: the depth
and liquidity of the market for the stock; public
announcements by Alpha, its clients and competitors;
investor perception of Alpha; rumors; and general
economic and other conditions.
Alpha cannot assure that there will be a public market
in the future for its securities
Alpha cannot assure that its common stock
will continue to be quoted on the NASDAQ SmallCap
Market or listed on the Boston Stock Exchange. Even if
these quotations or listings continue, Alpha cannot assure
there will be a significant public market. Among other
requirements for continued listing on the NASDAQ
SmallCap Market, a company must have at least
$2,000,000 in net tangible assets, and the listed security
must have a minimum bid price of $1.00 per share. The
Boston Stock Exchange's maintenance criteria require a
company to have total assets of at least $1,000,000 and
total stockholders' equity of at least $500,000. At June 30,
1999, Alpha had total assets of $9,120,000 and
stockholders' equity of approximately $3,840,000.
In the event Alpha's common stock were
delisted from the NASDAQ SmallCap Market, trading, if
any, would be conducted on the Boston Stock Exchange
and in the over-the-counter market on the NASD's
electronic bulletin board. As a result, an investor may find
it more difficult to dispose of or obtain accurate quotations
for the price of Alpha's securities. In addition, Alpha's
common stock would be subject to Rules 15g-1 and 15g-6
promulgated under the Securities Exchange Act of 1934.
These rules impose additional sales practice requirements
on broker-dealers who sell securities covered by these
rules to a buyer who is not an established customer or an
accredited investor. In general, an accredited investor is a
person with assets in excess of $1,000,000 or annual
income exceeding $200,000 individually or $300,000
together with his or her spouse. Among other special
requirements, the broker-dealer must make a special
suitability determination for the purchaser and have
received the purchaser's written consent to the transaction
prior to consummation. Consequently, these rules may
discourage broker-dealers from effecting transactions in
Alpha's common stock or affect their ability to sell
Alpha's securities. As a result, purchasers and current
holders of Alpha's securities could find it more difficult to
sell their securities.
<PAGE>
Alpha has no ongoing operations
Alpha currently has no operating business to
generate income. Alpha's ongoing ability to meet its
general and administrative obligations will depend on its
ability to do one or more of the following things:
Achieve profits from prospective gaming
operations in New York, Florida, Louisiana or Mississippi;
Achieve profits from operations of any
other future business opportunities;
Combine with an entity having sufficient
cash flow to meet Alpha's obligations; or
Obtain additional funds through financing
activities.
Alpha cannot give any assurance that it will be
able to generate enough funds through any of these
activities to meet its general and administrative obligations.
Alpha has a history of losses
Since its inception, Alpha has suffered
significant losses from operations. Alpha had net losses of
approximately $13,399,000 in the fiscal year ended
December 31, 1998, and $22,815,000 in the fiscal year
ended December 31, 1996. In the fiscal year ended
December 31, 1997, Alpha's net income of $2,835,000
included a gain of $4,609,000 from the extinguishment of
debt; without this extraordinary item, Alpha would have
had a net loss of approximately $1,774,000. For the six
months ended June 30, 1999, Alpha had a net loss of
approximately $1,323,000. As of June 30, 1999, Alpha
had an accumulated deficit of approximately $71,553,000.
If Alpha is not able to derive income from operations, or
otherwise raise additional capital, there is uncertainty as to
whether it will be able to continue as a going concern.
Alpha's operations have been subject to seasonal
fluctuations
The results of Alpha's former casino
operations were seasonal, with the greatest activity
occurring during the months of May through September.
Consequently, Alpha's operating results during the
calendar quarters ending in December and March were not
as profitable as those quarters ending in June and
September, and losses resulted from time to time. The
seasonal nature of casino operations increases the risk that
natural disasters or the loss of the casinos for any other
reason from May through September would have a
material, adverse effect on an operator's financial
condition and results of operations. In the event that
Alpha should again be involved in the gaming industry,
Alpha's business could again be subject to similar
fluctuations and risks.
Alpha has outstanding indebtedness
Alpha's outstanding indebtedness consists of
a note payable to an affiliate, Bryanston Group, Inc. The
current balance of this note is approximately $1,482,000.
No default or acceleration has occurred on this loan.
Alpha cannot assure you that a default will not be declared
in the future. Declaration of a default could have an
adverse affect on Alpha's financial condition, business
and/or operations.
Alpha's chairman and chief executive, Stanley
Tollman, has elected to defer receiving his salary.
Although the salary accumulates without interest, the total
amount owed to Mr. Tollman on November 4, 1999 is
approximately $1,492,000. The board of directors has
granted Mr. Tollman the right to convert up to $2,000,000
of this accumulated salary into shares of Alpha's common
stock, at a price of $2.00 per share.
Alpha's liability insurance possibly may be insufficient
Alpha maintains and intends to maintain
general liability insurance in amounts that management
believes will be sufficient to cover casualty risks associated
with the operation of its business. These risks include fire,
property damage, personal injury, liquor liability, etc. At
present, Alpha is a defendant in one proceeding based
upon the theory of "liquor liability" for the service of
alcohol to a customer. Alpha believes that its exposure in
this proceeding is adequately covered by the levels of
insurance currently maintained. However, Alpha cannot
assure that its existing insurance will be adequate to cover
unanticipated liabilities.
<PAGE>
Alpha competes in a highly competitive industry
Alpha's current operations include:
development of potential new gaming operations in New
York, Florida, Louisiana and Mississippi; and the potential
acquisition or development of other business operations.
These industries are highly competitive. Many of the
potential competitors in these industries have significantly
greater financial and other resources than Alpha or more
experience in that particular industry. It is likely that this
intense competition may limit the profitability of Alpha's
operations or even render them unprofitable.
Alpha's proposed operations are subject to
government regulation
General: The ownership and operation of
Alpha's properties have been subject to regulation by
federal, state and local governmental authorities. This
includes regulation relating to environmental protection.
Alpha has not been the subject of any complaints or other
formal or informal proceedings alleging any violations of
government regulations. However, Alpha cannot provide
assurance that it can comply with or will be able to
continue to comply with current or future governmental
regulations everywhere it conducts or will conduct
business operations. Alpha may have to incur substantial
costs or interrupt its operations to comply with regulations.
Present or future federal, state or local regulations may
restrict Alpha's present and possible future activities. If
Alpha is unable to comply with these or similar
requirements, it could be subject to sanctions. Any
sanctions could have a materially adverse effect upon
Alpha's business.
New York: Alpha's proposed casino in
Sullivan County, New York, if approved, is to be built on
land that will effectively be owned by the St. Regis
Mohawk Tribe. As a result, the Federal Indian Gaming
Law applies to Alpha for this proposed project. This law
provides a comprehensive, detailed scheme for the control
of gaming operations. The law also specifies how licenses
for gaming are to be issued, both to gaming facilities and
to persons involved in gaming-related activities. Each of
the supervising governmental agencies is authorized to
promulgate rules and regulations applicable to the
administration of gaming-related laws. The State of New
York regulates Indian gaming casinos through the New
York State Racing and Wagering Board. Additionally, in
connection with these potential operations in New York
State, Alpha has filed documentation with the National
Indian Gaming Commission.
Mississippi: Alpha no longer holds a casino
operating license in Mississippi. However, Alpha has
retained its finding of suitability to comply with the
Mississippi Gaming Commission's requirements.
Therefore, it remains subject to the rules and regulations of
the Mississippi Gaming Commission. Alpha recently
received a 15% interest in Casino Ventures, LLC, which
plans to operate the vessel formerly known as Bayou
Caddy's Jubilation Casino at a site located in Tunica,
Mississippi. Alpha also owns a 25% partnership interest in
Greenville Casino Partners, L.P., even though it no longer
carries this investment on its financial statements.
Alpha has no operating history with respect to new
ventures
Except to the extent that Alpha develops new
gaming opportunities or realizes prospective gaming
opportunities in New York Florida, Louisiana and
Mississippi, it is anticipated that Alpha will change the
basic nature of its business. Alpha has no operating
history with respect to any new gaming opportunity it may
pursue. For example, Alpha has no operating experience
in the geographic areas where the prospective gaming
opportunities in New York, Florida, Louisiana and
Mississippi are being contemplated. Similarly, Alpha has
no operating experience in any new line of business in
which it may engage. Management currently intends to
concentrate its investigation of potential business
acquisitions in areas, such as gaming, hotel and related
hospitality ventures, in which Alpha's affiliates and/or
members of management have prior experience. However,
Alpha cannot assure you that it will be able to locate and
consummate a transaction with any business in these areas.
Alpha also cannot assure you that its activities in new lines
of business will be profitable. As of the date of this
prospectus, Alpha has not entered into any arrangement to
participate in any business ventures or purchase any assets,
property or business, other than as previously disclosed or
discussed elsewhere in this prospectus.
<PAGE>
The loss of a gaming license would adversely affect
Alpha's operations
The gaming industry is highly regulated by
each of the states in which gaming is legal. The
regulations vary from state to state. Generally, the
applicable governing body in each state must find the
operator suitable and approve many of the key people
employed by or associated with the operator.
If any person, now or in the future, fails to be
approved for a license or fails to remain qualified to hold a
license, Alpha would have to disassociate itself from that
person or it could lose its license. The governing body
almost always has broad discretion in granting, renewing
and revoking licenses. Any loss or suspension of any
license would have a materially adverse effect on Alpha's
operations. These regulations requiring governmental
approval of substantial shareholders, directors, officers and
key personnel might discourage, delay or prevent a change
in control of Alpha.
Gaming operations are subject to taxation
Alpha believes that the prospect of significant
additional revenue through taxation is one of the primary
reasons why jurisdictions legalize gaming. As a result,
gaming operators are typically subject to significant taxes
and fees in addition to normal federal and state corporate
income taxes. As presently contemplated, gaming taxes
are not expected to apply to Alpha's proposed operations
in New York or Florida. Taxes and fees on gaming
operations are subject to increase at any time. If Alpha
were again to be involved in gaming activities, it would be
subject to these taxes or fees. These taxes and fees could
adversely affect the results of Alpha's operations.
Alpha's success is dependent upon the services of key
officers
Alpha's success is largely dependent upon the
personal efforts of Stanley S. Tollman, its President and
Chief Executive Officer. Alpha does not maintain and
does not intend to obtain a key employee life insurance
policy on the life of Mr. Tollman. Although Mr. Tollman
is only required to devote approximately 20% of his
business time to the operations of Alpha, the loss of his
services could have a materially adverse effect on Alpha's
prospects.
This prospectus contains forward-looking statements
Certain statements contained in this
prospectus and the documents incorporated by reference
are based on current expectations. Such statements are
forward looking statements that involve a number of risks
and uncertainties. Factors that could cause actual results to
differ materially include the following: (i) general
economic conditions, (ii) competitive market influences
and (iii) the loss of, or reduction in spending by, existing
customers.
RECENT DEVELOPMENTS
Casino and gaming development activities
New York
On December 1, 1995, one of Alpha's
subsidiaries entered into a memorandum of understanding
with Catskill Development, L.L.C. to develop and manage
a proposed casino adjacent to the Monticello Raceway in
Sullivan County, New York (approximately 90 miles from
New York City). Bryanston Group, Inc., an affiliate of
Alpha that is 50% owned by the spouse of Alpha's
chairman, president and chief executive officer, owns 25%
of Catskill Development. The memorandum of
understanding provides for the establishment of Mohawk
Management, LLC, a New York limited liability company,
to be owned equally by Catskill Development and Alpha's
subsidiary. Mohawk Management, LLC. was formed in
January 1996. The memorandum of understanding
anticipated that Mohawk Management would enter into an
agreement to manage a proposed casino on land to be held
in trust for the St. Regis Mohawk Indian Tribe. The
memorandum of understanding also set forth in general
terms the respective obligations of Catskill and Alpha's
subsidiary to fund and manage Mohawk Management,
LLC. Catskill Development and Alpha agreed to enter into
a definitive agreement on the terms established in the
memorandum.
<PAGE>
Mohawk Management has executed a
management contract with the St. Regis Mohawk Indian
Tribe for the management of the proposed casino. Subject
to obtaining the requisite approvals, it is anticipated that
Mohawk Management will develop and manage the casino
and that Alpha's subsidiary, Alpha Monticello, Inc., will
be responsible for the day-to-day operations. The casino
project is subject to approval by the U.S. Department of
the Interior and its Bureau of Indian Affairs, the National
Indian Gaming Commission and the Governor of the State
of New York. As of the date of this prospectus, such
approvals have not all been obtained.
Since Mohawk Management did not obtain all
of the governmental approvals necessary for the
construction and operation of the proposed casino by
December 31, 1998, the memorandum of understanding
terminated by its express terms. The management contract
does not have the same termination provision. Alpha
Monticello and Catskill Development disagreed how the
expiration of the memorandum of understanding affected
the continued existence and ownership structure of
Mohawk Management and the disposition of the
management contract. On December 28, 1998, Alpha
Monticello filed for arbitration to resolve their
disagreement.
As of September 15, 1999, Alpha Monticello
and Catskill Development reached a tentative settlement
and the original memorandum of understanding is being
revised. At the request of all parties, the American
Arbitration Association agreed to stay further proceedings
in the arbitration until December 1, 1999 so that the parties
could finalize these arrangements. Upon the effectiveness
of this proposed settlement, Alpha Monticello would be
entitled to receive 40% of Mohawk Management's basic
management fee income and 50% of the service fee
income accruing to Mohawk Management for professional
services rendered. The net result of the proposed
settlement would entitle Alpha Monticello to receive
approximately 45% of all management fee and service
income derived from the underlying management contract.
In a related transaction, the Bryanston Group,
subject to the receipt of all necessary governmental
approvals by Alpha Monticello for the casino project at the
Monticello Raceway, has agreed to transfer to Alpha
Monticello 5% of Bryanston's ownership interest in its real
property holdings in Monticello Raceway. That holding
includes the raceway's building and equipment and
approximately 200 acres of land. Additionally, subject to
approval by the New York State Racing and Wagering
Board, Bryanston has agreed to transfer its 25% ownership
in the Raceway's parimutuel operations to Alpha
Monticello. Under the previous management agreement,
Alpha Monticello did not participate in either of these
undertakings nor the previously discussed development
fee arrangement.
Florida
On May 7, 1999, Miami-Dade County
approved an exclusive 5-year lease with one of Alpha's
subsidiaries, Alpha Florida Entertainment, Inc. Under this
lease, Alpha Florida may dock and operate a day-cruise
vessel out of the county's Haulover Beach Park and
Marina adjacent to Bal Harbour, Florida. The county may
renew the lease for two periods of five years each. Alpha
Florida has agreed to pay the county a minimum monthly
base rent, a per-passenger fee and a percentage of retail
merchandise sold in the facility. The lease commences
upon the inaugural cruise.
Louisiana
In December 1998, Alpha entered into a
memorandum of understanding with Equity Services, Inc.
to exchange Alpha's then-dormant Jubilation vessel plus
cash for the ownership of an operating truck stop and
video poker room in Port Allen, Louisiana. The proposed
transaction as originally comtemplated in the
memorandum of understanding will not proceed.
However, the parties have been continuing their
discussions with respect to the possible acquisition of other
truckstop/video poker properties Equity has under
development. There can, however, be no assurance that
these discussions will result in any agreement with respect
to a prospective acquisition.
Mississippi
On July 8, 1999, Alpha entered into an
agreement with Casino Ventures, LLC. Alpha contributed
its dormant vessel, Bayou Caddy's Jubilation Casino. In
return, Alpha received $150,000 in cash, a $1,350,000
promissory note and a membership interest in Casino
Ventures. The vessel will be refurbished and redeployed
to Mhoon Landing in Tunica, Mississippi. Alpha expects
Casino Ventures to commence its Tunica operations in
mid-2000. Upon repayment of the promissory note and
other specific funding of the venture, Alpha's membership
interest
<PAGE>
in Casino Ventures will decrease from its initial
percentage of 93% to 15%. Alpha is not required to make
any further capital contributions to Casino Ventures.
Alpha cannot provide any assurance that Casino Ventures
will succeed or be able to pay its debt to Alpha under the
note. Alpha also cannot provide any assurance that it will
realize any value from what will ultimately be its 15%
membership interest in Casino Ventures. Matthew
Walker, a director of the company, is a member in Casino
Ventures and serves as its general manager.
Legal proceedings
In January 1996, Alpha Gulf Coast, Inc., a
subsidiary of Alpha, was named as a defendant in 5 related
actions brought in the Circuit Court of Hinds County,
Mississippi. These cases are based on the theory of "liquor
liability" for serving alcohol to a customer. According to
the plaintiffs, on January 16, 1995, a vehicle driven by
one of the plaintiffs collided with a vehicle driven by a
person the plaintiffs claim was served alcoholic beverages
by Alpha Gulf. Plaintiffs seek a total of $17.1 million for
their personal injuries and a total of $37.5 million as
punitive damages. The cases have been consolidated for
discovery purposes, although only one case has been set
for trial. The scheduled trial date is March 13, 2000, in
Jackson, Mississippi. If Alpha Gulf's motion to transfer
the case to another court is successful, the trial date will be
changed. The ultimate outcome of this litigation cannot
presently be determined.
Alpha is involved in a dispute with Greenville
Casino Partners, L.P. regarding an agreement dated
December 17, 1997. Alpha claims that Greenville Casino
Partners is liable for certain liabilities and accounts
payable. Greenville Casino Partners has counterclaimed
that Alpha breached some of its warranties, failed to
continue operating the casino in the normal course of
business through the date of sale and also failed to pay
certain accounts. Management is vigorously pursuing
Alpha's own claims and is also contesting Greenville
Casino Partners' claims. An arbitration hearing was held
on March 15-17, 1999, and each side has been asked to
submit supplemental information. Since then, Alpha and
Greenville have engaged in extensive settlement
negotiations. As of November 5, 1999, representatives of
the parties were contacting the arbitrator to request that the
arbitration be reconvened for a final determination and
resolution of the claims. Alpha and its counsel believe
that, based on information presently available, the
arbitrator will find that the total of Alpha's claims exceed
the total of Greenville Casino Partners' claims so that the
net result will be in Alpha's favor.
USE OF PROCEEDS
Alpha may receive up to $2,889,878 in
proceeds from the exercise of outstanding options under
the 1993 and 1998 stock option plans, which proceeds will
be utilized for general corporate purposes, including
working capital. There can be no assurance that the option
holders will exercise any or all of the options that are
presently outstanding or that may be issued under the plan.
Alpha will not receive any proceeds from the sale of any
shares offered by this prospectus. The selling shareholders
will receive all of the net proceeds from the sale of such
shares.
PLAN OF DISTRIBUTION
Any shares of common stock sold under this
prospectus will be sold by the selling shareholders or their
allowed transferees pursuant to the rules of the Securities
and Exchange Commission for their own account. The
selling shareholders may sell shares of common stock in
any of the following ways: (1) through dealers; (2)
through agents; or (3) directly to one or more purchasers.
These sales may be effected from time to time in one or
more transactions on the NASDAQ SmallCap Market or
the Boston Stock Exchange and may include block
transactions. Any of these transactions may be effected at
market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated
prices or at fixed prices. Some transactions may comply
with Rule 144 under the Securities Act. If shares of
common stock are sold through brokers, the selling
shareholders may pay customary brokerage commission
and charges. The selling shareholders may effect such
transactions by selling shares to or through broker-dealers,
and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the
selling shareholders and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom
they may sell as principal, or both. Compensation as to a
particular broker-dealer might be in excess of customary
commissions. The selling shareholders and any
broker-dealers or agents that act in connection
<PAGE>
with the sale of the shares pursuant to this Prospectus might be
deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any discounts,
commissions or concessions received by any such
broker-dealer or agent and any profit on the resale of
shares as principals might be deemed to be underwriting
discounts and commissions under the Securities Act.
Alpha will bear all costs and expenses of the
registration of the selling shareholders' shares under the
Securities Act and state securities laws. However, each of
the selling shareholders will bear all brokerage
commissions, if any, attributable to the sale of his or her
shares.
RESALE OF SHARES BY AFFILIATES
In general, the shares offered by this prospectus
may be resold freely. The acquisition of shares of common
stock by officers and directors of the company through the
exercise of options will generally not be considered a
"purchase," but the sale thereof will generally be considered
a "sale" for Section 16(b) of the Exchange Act.
SELLING SHAREHOLDERS
The shares of common stock offered in this
prospectus are being registered for re-offers and re-sales
by selling shareholders of Alpha who may acquire the
shares upon the exercise of options granted under the 1993
and 1998 stock option plans. The selling shareholders may
resell all or some of the shares that they may acquire upon
exercise of options under either of the plans. They will be
eligible to sell those shares whether or not they presently
have the intention to do so. The table below assumes
that all of the shares being offered will be sold, but we
cannot assure you that the selling shareholders will sell
all or any of their shares.
The following table sets forth, as of
November 3, 1999, certain information with respect to the
beneficial ownership of our common stock by the selling
shareholders named in it. The column under the heading
"Number of shares beneficially owned prior to offering"
includes all shares owned by the named person, shares
issuable upon exercise of warrants and shares that he or
she may acquire upon exercise of options under the 1993
and 1998 stock option plans.
<TABLE>
<CAPTION>
Number of shares Number of Number of
beneficially owned shares covered shares to be Percentage
Selling Shareholder prior to the by this owned after of class after
(and relationship) offering prospectus the offering the offering
<S> <C> <C> <C>
Aro, Thomas W.
(Vice President,
Secretary and Director) 319,500 290,000 29,500 *
Cutler, James
(Director) 212,320 200,000 12,320 *
Kendziera, Craig
(Treasurer) 70,300 70,000 300 *
Kozlov, Herbert
(Director) 145,000 145,000 0 *
Steenhuisen, Robert
(Chief Accounting Officer) 70,000 70,000 0 *
Tollman, Brett
(Vice President and Director) 1,834,875 275,000 1,559,875 8.29%
Tollman, Stanley
(Chairman of the Board,
CEO and President) 250,000 250,000 0 *
Walker, Matthew
(Director) 534,237 130,000 404,237 2.15%
TOTALS: 3,436,232 1,430,000 2,006,232 10.66%
</TABLE>
<PAGE>
* Less than one percent.
In the table above:
* The entries in the column entitled "Percentage of
class" are based on 16,803,149 shares
outstanding plus 2,020,000 shares issuable upon the
exercise of options granted under the 1993 and 1998
plans, including 590,000 shares issuable to
employees and non-affiliates of Alpha under the
plans that are not required to be included in this reoffer
prospectus.
* In addition to his options under the 1993 and 1998
stock option plans, the information for Thomas W.
Aro includes 22,000 shares he presently owns and
7,500 shares he has the right to acquire upon the
exercise of warrants he presently holds.
* In addition to his options under the 1993 and 1998
stock option plans, the information for James A.
Cutler includes 12,320 shares he presently owns.
The information does not include 4,000 shares owned
by Mr. Cutler's children, of which he disclaims
beneficial ownership.
* In addition to his options under the 1993 and 1998
stock option plans, the information for Craig
Kendziera includes 300 shares he presently owns.
* In addition to his options under the 1993 and 1998
stock option plans, the information for Brett G.
Tollman includes 559,875 shares he presently owns, as
well as 1,000,000 shares held in the Tollman Family
Trust, of which Brett G. Tollman is the sole Trustee.
Brett G. Tollman is the son of Stanley S. Tollman and
Beatrice Tollman. Each of Brett G. Tollman, Stanley S.
Tollman and Beatrice Tollman disclaims
beneficial ownership of the shares beneficially owned
by either of the other of them.
* The information for StanleY Tollman does not include
up to 1,000,000 shares he has the right to acquire
through the conversion, under certain conditions, of
up to $2,000,000 of accrued but unpaid salary (at a
conversion rate of $2 per share).
LEGAL MATTERS
Certain legal matters in connection
with the shares of common stock being offered
hereby will be passed upon for Alpha by Parker
Duryee Rosoff & Haft, P.C., New York, New
York 10017. Herbert F. Kozlov, a director of
Alpha and one of the named shareholders in this
prospectus, is a member of that law firm.
EXPERTS
The financial statements, included in
Alpha's annual report on Form 10-K for the
year ended December 31, 1998, incorporated
herein by reference, have been audited by
Rothstein, Kass & Company, P.C., independent
certified public accountants, as indicated in their
report. The financial statements are incorporated
into this prospectus by reference in reliance
upon the report of the firm given their authority
as experts in accounting and auditing.
ADDITIONAL INFORMATION ABOUT
ALPHA
Alpha files annual, quarterly and
special reports, proxy statements and other
information with the Securities and Exchange
Commission ("SEC"). You may read and
copy any of the information on file with the
SEC and the SEC's public reference rooms in
Washington, D.C., New York, New York, and
Chicago, Illinois. Copies of the filed
documents can be obtained by mail from the
Public Reference Section of the SEC at Room
1024, 450 Fifth Street, N.W. Washington,
D.C. 20549, at prescribed rates. You may call
the SEC, at 1-800-SEC-0330, for further
information on the public reference rooms.
Filed documents are also available to the
public at the SEC's website at
http://www.sec.gov.
Alpha has filed with the SEC a
Registration Statement on Form S-8 with
respect to the common stock that may be
issued upon exercise of options granted under
its 1993 and 1998 stock option plans. This
prospectus is only part of the registration
statement and does not contain all of the
information included in the registration
statement. Whenever a reference is made in
this prospectus to any contract or other
document, the reference may not be complete
and you should refer to the exhibits that are a
part of the registration statement for a copy of
the contract or document.
You may read and copy any of the
information on file with the SEC at the SEC's
public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549 You may
obtain information on the operation of the
Public Reference Room by calling the SEC at
1-800-SEC-0330. Filed documents are also
available to the public at the SEC's website at
http://www.sec.gov.
<PAGE>
DOCUMENTS INCORPORATED BY
REFERENCE
The SEC allows a company to
"incorporate by reference" information it files
with them, which means that Alpha can
disclose important information to you by
referring you to those documents. The
information incorporated by reference is an
important part of this prospectus, and
information that Alpha files later with the
SEC will automatically update and supersede
this information. Alpha incorporates by
reference the documents listed below and any
future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, until all of
the shares offered are sold.
(a) Alpha's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1998;
(b) Alpha's Quarterly Reports
on Form 10-Q for the fiscal
quarters ended March 31,
1999 and June 30, 1999;
and
(c) Alpha's Registration
Statement on Form S-1, as
filed with the SEC on
August 8, 1996 (with
respect to the description of
the common stock).
Any statement contained in a
document incorporated or deemed to be
incorporated by reference herein shall be
deemed to be modified or superseded for
purposes of this prospectus to the extent that a
statement contained herein or in any other
subsequently filed document that also is or is
deemed to be incorporated by reference herein
modifies or supersedes that statement. Any
statement so modified or superseded shall not
be deemed, except as so modified or
superseded, to constitute a part of this
prospectus.
You can request, and Alpha will send
to you, without charge, copies of documents
that are incorporated by reference in this
prospectus but that are not delivered to you
(other than exhibits to such documents that are
not specifically incorporated by reference).
You may request these copies by writing or
telephoning Alpha at: Alpha Hospitality
Corporation, 12 East 49th Street, 24th Floor,
New York, New York 10017, attention:
Thomas W. Aro, telephone number (212)
750-3500.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and
Counsel
Certain legal matters in connection
with the shares of common stock being offered
hereby will be passed upon for Alpha by Parker
Duryee Rosoff & Haft, P.C., New York, New
York 10017. Herbert F. Kozlov, a director of
Alpha, is a member of that law firm.
Item 6. Indemnification of Directors and
Officers.
The Delaware General Corporation
Law permits Delaware corporations to eliminate
or limit the personal liability of a director to the
corporation for monetary damages arising from
certain breaches of fiduciary duties as a director.
Alpha's Certificate of Incorporation includes
such a provision eliminating the personal
liability of directors to Alpha and its
stockholders for monetary damages for breach
of fiduciary duty as a director except (i) any
breach of a director's duty of loyalty to Alpha
or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional
misconduct or a knowing violation of law; (iii)
for any transaction from which the director
derived an improper personal benefit; or (iv) for
unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in
Section 174 of the Delaware General
Corporation Law. Directors are also not
insulated from liability for claims arising under
the federal securities laws. The foregoing
provisions of Alpha's Certificate of
Incorporation may reduce the likelihood of
derivative litigation against directors for
breaches of their fiduciary duties, even though
such an action, if successful, might otherwise
have benefitted Alpha and its stockholders.
Alpha's Certificate of Incorporation
also provides that Alpha shall indemnify its
directors, officers and agents to the fullest
extent permitted by the Delaware General
Corporation Law. Alpha has directors' and
officers' liability insurance, and it may also
enter into indemnity agreements with its
directors and officers for the indemnification of
and advancing of expenses to these persons to
the fullest extent permitted by law.
Item7. Exemption From Registration
Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Description of
Exhibits
4(a) Form of Common Stock
Certificate of Alpha*
4(b) Certificate of Designation**
5 Opinion of Parker Duryee
Rosoff & Haft, P.C.
10(a) 1993 Stock Option Plan*
10(b) 1998 Stock Option Plan***
23(a) Consent of Rothstein, Kass
& Company, P.C.
23(b) Consent of Parker Duryee
Rosoff & Haft, P.C.
(Included in Exhibit 5
hereof)
24 Power of Attorney (included
in the signature page of Part
II of this Registration
Statement)
_______________________
* Incorporated by reference; filed with
Alpha's Registration Statement filed
on Form SB-2 (File No. 33-64236)
with the Commission on June 10,
1993 and as amended on September
30, 1993, October 25, 1993,
November 2, 1993 and November 5,
1993.
** Incorporated by reference; filed with
Alpha's Annual Report on Form 10-K
filed on March 31, 1999.
<PAGE>
*** Incorporated by reference; filed with
Alpha's Proxy Statement filed
pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as
amended (File No. 001-12522) with
the Commission on August 25, 1999.
Item 17. Undertakings.
(a) The undersigned Company hereby
undertakes:
(1) To file, during any period in
which offers or sales are
being made, a post-effective
amendment to this
registration statement:
(i) To include any
prospectus required
by Section 10(a)(3)
of the Securities
Act of 1933;
(ii) To reflect in the
prospectus any
facts or events
arising after the
effective date of the
registration
statement (or the
most recent
post-effective
amendment
thereof) which,
individually or in
the aggregate,
represent a
fundamental
change in the
information set
forth in the
registration
statement; and
(iii) To include any
material
information with
respect to the plan
of distribution not
previously
disclosed in the
registration
statement or any
material change to
such information in
the registration
statement;
provided, however,
that paragraphs
(a)(1)(i) and (ii) do
not apply if the
registration
statement is on
Form S-3 or Form
S-8, and the
information
required to be
included in a
post-effective
amendment by
those paragraphs is
contained in
periodic reports
filed with or
furnished to the
SEC by the
registrant pursuant
to Section 13 or
15(d) of the
Securities
Exchange Act of
1934 that are
incorporated by
reference in the
registration
statement.
(2) That, for the purpose of
determining any liability
under the Securities Act,
each such post-effective
amendment shall be deemed
to be a new registration
statement relating to the
securities offered therein,
and the offering of such
securities at that time shall be
deemed to be the initial bona
fide offering thereof.
(3) To remove from registration
by means of a post-effective
amendment to any of the
securities being registered
that remain unsold at the end
of the offering.
(b) The undersigned Company hereby
undertakes that, for purposes of
determining any liability under the
Securities Act, each filing of the
Company's annual report pursuant to
Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable,
each filing of an employee benefit
plan's annual report pursuant to
Section 15(d) of the Exchange Act)
that is incorporated by reference in the
registration statement shall be deemed
to be a new Registration Statement
relating to the securities offered
therein, and the offering of such
securities at that time shall be deemed
to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities
Act may be permitted to directors,
officers and controlling persons of the
Company pursuant to the foregoing
provisions, or otherwise, the Company
has been advised that in the opinion of
the SEC such indemnification is
against public policy as expressed in
the Securities Act and is, therefore,
unenforceable. In the event that a
claim for indemnification against such
liabilities (other than payment by the
Company of expenses incurred or paid
by a director, officer or controlling
person of the Company in the
successful defense of any action, suit
or proceeding) is asserted by such
director, officer or controlling person
in connection with the securities being
registered, the Company will, unless in
the opinion of its counsel the matter
has been settled by controlling
precedent, submit to a court of
appropriate jurisdiction the question
whether such indemnification by it is
against public policy as expressed in
the Securities Act and will be
governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
In accordance with the requirements of
the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to
believe that it meets all of the requirements of
filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on
November 9, 1999.
ALPHA HOSPITALITY CORPORATION
By:/s/ Stanley S. Tollman
Stanley S. Tollman, Chief Executive Officer
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature
appears below constitutes and appoints Robert
Steenhuisen his true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution for him and in his name, place
and stead, in any and all capacities to sign any
and all amendments (including post-effective
amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and the
documents in connection therewith, with the
Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and
perform each and every act and thing requisite
or necessary to be done in and about the
premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact
and agents or any of them, or their or his
substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of
the Securities Act of 1933, this Registration
Statement was signed by the following persons
in the capacities and on the dates stated.
Signature Title Date
/s/ Stanley S. Tollman
Stanley S. Tollman Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer) November 9, 1999
/s/ Thomas W. Aro
Thomas W. Aro Vice President, Secretary
and Director November 9, 1999
/s/ Robert Steenhuisen
Robert Steenhuisen Principal Accounting Officer November 9, 1999
/s/ Brett Tollman
Brett Tollman Vice President and Director November 9, 1999
/s/ Matthew B. Walker
Matthew B. Walker Director November 9, 1999
/s/ Herbert F. Kozlov
Herbert F. Kozlov Director November 9, 1999
/s/ James A. Cutler
James A. Cutler Director November 9, 1999
<PAGE>
EXHIBIT 5
November 9, 1999
Alpha Hospitality Corporation
12 East 49th Street
New York, New York 10017
Re: Registration Statement on Form
S-8 under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to
Alpha Hospitality Corporation (the
"Company"), a Delaware corporation,
we have been asked to render this
opinion in connection with a
Registration Statement on Form S-8,
being filed contemporaneously
herewith by the Company with the
Securities and Exchange Commission
under the Securities Act of 1933, as
amended, covering an aggregate of
4,900,000 shares (the "Plan Shares") of
Common Stock, $0.01 par value, which
will be issuable upon the exercise of
options granted (or to be granted)
under the Company's 1993 and 1998
Stock Option Plan (the "Plans").
In connection with, and as the
basis for, the opinion we render herein,
we have examined the Certificate of
Incorporation and the By-Laws of the
Company, both as amended to date, the
Plan, the Registration Statement,
corporate proceedings of the Company
relating to the granting of options
under the Plans and such other
instruments and documents as we have
deemed relevant under the
circumstances.
In making the aforesaid
examinations, we have assumed the
genuineness of all signatures and the
conformity to original documents of all
copies furnished us as original or
photostatic copies. We have also
assumed that the corporate records
furnished to us by the Company
include all corporate proceedings taken
by the Company to date in connection
with the Plans and the granting of
options under the Plans.
Based upon and subject to the
foregoing, we are of the opinion that:
(1) The Company has been
duly incorporated and is validly
existing as a corporation in good
standing under the laws of the State of
Delaware.
(2) The Plan Shares, when
duly issued upon the due, timely and
proper exercise of options granted
under the Plans, will be duly and
validly authorized and fully paid and
non-assessable.
We hereby consent to the use of
our opinion as herein set forth as an
exhibit to the Registration Statement
and to the use of our name under the
caption "Legal Matters" in the
prospectus forming a part of the
Registration Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT, P.C.
<PAGE>
Exhibit 23(a)
Rothstein, Kass & Company, P.C.
CONSENT OF INDEPENDENT
AUDITORS
We hereby consent to the
incorporation by reference in this Registration
Statement of Alpha Hospitality Corporation and
Subsidiaries on Form S-8 of our report dated
February 17, 1999, except for Note 3 as to
which the date is March 26, 1999 which appears
in the annual report on Form 10-K of Alpha
Hospitality Corporation and Subsidiaries for the
year ended December 31, 1998 and to the
reference to our firm under the caption"Experts"
in the Prospectus.
/s/Rothstein, Kass & Company, P.C.
Rothstein, Kass & Company, P.C.
Roseland, New Jersey
November 8, 1999
