2
Filed Pursuant to Rule 424(b)(3)
PROSPECTUS Registration File No.: 333-33204
3,300,000 Shares
ALPHA HOSPITALITY CORPORATION
Common Stock, par value $.01 per share
This prospectus relates to 3,300,000 shares of the common stock,
par value $.01 per share, of Alpha Hospitality Corporation
("Alpha" or "we"). The shares of common stock being offered by
the selling stockholder may be acquired by the selling
stockholder upon conversion of up to 4,000 shares of Alpha's 7%
Convertible Series D Preferred Stock held by it. Alpha will not
receive any proceeds from the conversion of shares of the Series
D preferred stock into shares of common stock or from the sale of
shares of common stock by the selling stockholder.
----------------------
These securities involve a high degree of risk. See "Risk
Factors."
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.
The shares of common stock being offered by the selling
stockholder have not been registered for sale under the
securities laws of any state or jurisdiction as of the date of
this prospectus.
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 May 10, 2000, the closing
bid price of Alpha's common stock, as reported by The NASDAQ
SmallCap Market, was $4.75 per share.
Alpha's executive offices are located at 12 East 49th Street, New
York, New York 10017.
Its telephone number is 212-750-3500.
The date of this prospectus is May 15, 2000.
<PAGE>
THIS PROSPECTUS CONTAINS FORWARD LOOKING STATEMENTS
Some of the statements in this prospectus constitute forward-
looking statements. These statements involve known and unknown
risks, uncertainties and other factors that may cause our or our
industry's results, levels of activity, performance or
achievements to be significantly different from any future
results, levels of activity, performance or achievements
expressed or implied by the forward-looking statements. These
factors include, among others, those listed under "Risk Factors"
and elsewhere in this prospectus. In some cases, you can
identify forward-looking statements by the use of the words
"may," "will," "should," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "potential,"
or "continue" or the negative of those terms or other comparable
terminology.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, events, levels of activity, performance or
achievements. We do not assume responsibility for the accuracy
and completeness of the forward-looking statements. We do not
intend to update any of the forward-looking statements after the
date of this prospectus to conform them to actual results.
TABLE OF CONTENTS
RISK FACTORS 3
Alpha may not be successful in acquiring or developing the
business opportunities it is considering. 3
Unless Alpha successfully develops business operations, it may
not be able to meet its obligations. 3
Alpha has a history of losses, and may never be profitable. 4
If Alpha develops new ventures, it may not have the management
expertise to be successful in them.. 4
Alpha has significant outstanding indebtedness and other
obligations, which may impair its ability to raise additional
capital in the future. 4
OTHER CONSIDERATIONS 5
RECENT DEVELOPMENTS 7
USE OF PROCEEDS 7
SELLING STOCKHOLDER 7
PLAN OF DISTRIBUTION 9
LEGAL MATTERS 10
EXPERTS 10
ADDITIONAL INFORMATION ABOUT ALPHA 11
DOCUMENTS INCORPORATED BY REFERENCE 11
No dealer, salesperson or other person has been authorized
to give any information or to make any representations not
contained in this prospectus or incorporated by reference to this
prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized
by Alpha. This prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, the securities offered by
this prospectus in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
The delivery of this prospectus at any time does not imply that
the information contained in this prospectus is correct as of any
time subsequent to its date.
<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. 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.
Alpha may not be successful in acquiring or developing the
business opportunities it is considering.
Alpha must overcome significant obstacles before it can
participate in the prospective gaming opportunities it has been
considering in New York, Mississippi, Louisiana and Florida. For
example:
In New York, an arbitration proceeding is ongoing to
determine the rights of Alpha's subsidiary, Alpha Monticello, to
share in management fee and service fee income from the
management of a proposed casino project contemplated to be
located in Monticello, New York. Although a proposed settlement
has been reached in principle and is in the process of being
finalized, it is possible that no final settlement will be
reached and the arbitration may continue. If a final settlement
is not reached and the arbitrator does not rule in Alpha's favor,
Alpha may be excluded from participating in the project. Also,
recent legislation proposed by New York Governor George E. Pataki
could, if enacted, affect the approval process for the
construction and operation of casinos on Indian lands within New
York State. Management of Alpha believes that this legislation,
as currently proposed, would not affect the proposed Monticello
project to be built on Indian lands. However, it is possible
that when the legislature considers the proposal, it could amend
the proposed legislation or otherwise adopt legislation that
could adversely affect the proposed development of that project.
Recent news reports have announced a purported agreement between
the St. Regis Mohawk Tribe and Park Place Entertainment
concerning management of casino projects in New York State. It
is possible that the purported agreement could adversely affect
the proposed development of the Monticello project.
In Florida, Alpha may lose its proposed "cruise-to-nowhere"
gaming opportunity if legislation introduced in the Florida
legislature is enacted. The legislation, as proposed, being
would have dramatically altered the current state law and would
have imposed significant new restrictions or limitations on the
"cruise-to-nowhere" industry. Alpha has been notified that the
bill has been withdrawn from consideration by its sponsor and
will not be brought to a vote. There can be no assurance that
this legislation will not be resubmitted in the future and, if
enacted, would not be detrimental to the industry.
In Louisiana, Alpha is pursuing the acquisition of truck
stops and video poker operations but has not yet reached an
agreement with their owner. Although discussions are continuing,
Alpha cannot assure you that it will succeed in acquiring these
operations on acceptable terms, if at all.
Unless Alpha successfully develops business operations, it may
not be able to meet its obligations.
Alpha currently has no operating business to generate income.
Although Alpha's management believes it has sufficient cash
resources to meet its general and administrative obligations for
the next twelve months, Alpha's long-term 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 the prospective gaming operations
in New York, Mississippi, Louisiana or Florida;
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.
<PAGE>
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. 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, and may never be profitable.
Since its inception, Alpha has suffered significant losses
from operations. Alpha had losses from operations, including
interest, of approximately $5,763,000, $7,024,000, and
$8,149,000 in the fiscal years ended December 31, 1999, 1998 and
1997, respectively. As of December 31, 1999, Alpha had an
accumulated deficit of approximately $75,993,000. Although Alpha
received $3,900,000 in net proceeds from the sale of its Series
D preferred stock in February 2000, these proceeds were
designated for specific projects, including the "cruise to
nowhere" in Florida and other gaming-related businesses or
operations. To provide investors a positive return in the long-
term, Alpha must develop or acquire profitable operations.
There can be no assurance that Alpha will be able to develop or
acquire profitable operations.
If Alpha develops new ventures, it may not have the management
expertise to be successful in them.
Alpha's affiliates and members of management have
significant experience operating hotel and related hospitality
ventures. Management has been concentrating its investigation
of potential business acquisitions in these areas, including
prospective gaming opportunities in New York, Mississippi,
Louisiana and Florida. If Alpha enters into another line of
business, Alpha's management may find that it lacks necessary
expertise in that business. Therefore, we cannot assure you
that, if Alpha develops or acquires new lines of business, it
will be profitable in those businesses.
Alpha has significant outstanding indebtedness and other
obligations, which may impair its ability to raise additional
capital in the future.
Alpha's outstanding long-term indebtedness, excluding debt
of Alpha's subsidiaries, consists of a note payable to an
affiliate, Bryanston Group, Inc. The balance of this note on
December 31, 1999 was approximately $1,407,000. No default or
acceleration has occurred on this loan. Alpha cannot give any
assurance 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 S. Tollman,
has agreed to defer receiving his salary until January 1, 2001.
Although the salary accumulates without interest, the total
amount owed to Mr. Tollman at May 9, 2000 was approximately
$1,618,750. Mr. Tollman has been granted the right, subject to
specific conditions, 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, no earlier than January 14, 2001,
except in the case of his death or disability. There can be no
assurance that Mr. Tollman will continue to defer receiving his
salary after January 1, 2001. In the event that, after January
1, 2001, Mr. Tollman should insist upon payment of his deferred
salary, the large payment of cash that would be required could
have an adverse affect on Alpha's financial condition, business
and/or operations.
If either of these events were to occur, a large cash
payment would be required and Alpha's resources would be
reduced. With reduced resources, Alpha may find it more
difficult to fund its operations or develop its proposed
operations. Alpha may also find it more difficult to raise
additional capital.
<PAGE>
OTHER CONSIDERATIONS
Future sales of shares could potentially dilute your interest in
Alpha's common stock.
As of May 10, 2000, Alpha had 17,093,399 shares of
common stock outstanding. Up to an additional 848,000 shares
will be issued if holders of Alpha's publicly traded warrants
choose to exercise them. Up to 3,300,000 shares may be issued
upon conversion of the Series D preferred stock. One result of
having a conversion price based upon the market price of Alpha's
common stock is that if the market price of a share of Alpha's
common stock is less than $6.00, the number of shares of common
stock issuable upon conversion of the Series D preferred stock
increases as the market price of the common stock decreases. If
the market price of Alpha's common stock exceeds $6.00, the
conversion price of the Series D preferred stock could be
substantially below the market price of the common stock on the
date of conversion.
Similarly, holders of other series of preferred stock, other
warrants and various stock options may from time to time
exercise or convert their securities into common stock. Stanley
S. Tollman, Alpha's chairman and chief executive officer, has
been granted the right, subject to specific conditions, to
convert up to $2,000,000 of deferred salary into Alpha's common
stock at $2.00 per share, no earlier than January 14, 2001,
except in the case of his death or disability. The number of
shares of common stock referred to in this paragraph may be
subject to increase to protect against dilution. If holders of
these other securities exercise or convert them into shares of
common stock or Mr. Tollman converts his deferred salary into
shares of common stock, the increased number of shares available
in the market would likely result in a lower price per-share for
Alpha's common stock.
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 may 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; investors' 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. Our common stock traded below $1.00
per share as recently as December 1998. 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 December 31, 1999, Alpha had total assets
of $8,128,000 and stockholders' equity of approximately
$2,761,000. 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. Should
this occur, an investor could find it more difficult to dispose
of or obtain accurate quotations for the price of Alpha's
securities
If Alpha's common stock is de-listed from Nasdaq, it may be
considered a "penny stock".
SEC regulations impose additional requirements on broker-
dealers when selling penny stocks to persons other than
established customers and accredited investors. 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. The relevant SEC
regulations generally define "penny stocks" to include any non-
Nasdaq equity security with a market price (as defined in the
regulations) of less than $5 per share. Under the penny stock
regulations, a broker-dealer must make a special suitability
determination as to the purchaser and must have the purchaser's
prior written consent to the transaction. Prior to any
transaction in a penny stock covered by these rules, a broker-
dealer must deliver a disclosure schedule about the penny stock
market prepared by the SEC. Broker-dealers must also make
disclosure concerning commissions payable to both the broker-
dealer and any registered representative and provide current
quotations for the securities. Finally, broker-dealers are
required to send monthly statements
<PAGE>
disclosing recent price information for the penny stock held in an account and
information on the limited market in penny stocks.
If Alpha's common stock were to be classified as a "penny
stock," 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.
Compliance with government regulations may be costly or
disruptive our proposed operations.
The prospective gaming operations that Alpha is pursuing are
regulated by federal, state and local governmental authorities.
We cannot assure you that we will be able to comply with current
or future governmental regulations everywhere we may conduct
business operations. Alpha may be required to incur substantial
costs or interrupt its activities 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.
Denial or loss of a gaming license would adversely affect
Alpha's operations
Generally, the applicable governing body in each state in
which a casino operator conducts its business must find suitable
or approve the casino operator and many of the key people
employed by or associated with the operator. If any person
associated with Alpha who is subject to approval or a
determination of suitability fails, now or in the future, to be
approved for a license or to remain qualified to hold a license,
Alpha would have to disassociate itself from that person or
Alpha could lose its license. The governing body almost always
has broad discretion in granting, renewing and revoking
licenses. Any denial, loss or suspension of any license would
have a materially adverse effect on Alpha's gaming operations
that require a license.
Alpha may compete in a highly competitive industry.
Alpha's current operations include: the development of
potential new gaming operations in New York, Mississippi and
Florida; the potential acquisitions of truck stop and gaming
operations in Louisiana; and the acquisition or development of
other business operations. The industries in which these
operations would be conducted are highly competitive. Many of
the potential competitors in these industries have significantly
greater financial and other resources than Alpha and more
experience in the relevant industry. It is likely that this
intense competition may limit the profitability of Alpha's
operations or even render them unprofitable.
Alpha's previous gaming operations have been subject to seasonal
fluctuations.
The results of Alpha's former casino operations were
seasonal. The seasonal nature of casino operations increased
the risk that natural disasters or the loss of the casinos for
any other reason during the season of greatest activity would
have a material and adverse effect on Alpha's financial
condition and results of operations. In the event that Alpha
should again have operations in the gaming industry, Alpha's
business could again be subject to similar fluctuations and
risks.
Alpha's success is dependent upon the services of key officers
Alpha's success is largely dependent upon the 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 would have a material and adverse effect on Alpha's
business and prospects.
<PAGE>
Alpha's liability insurance may be insufficient.
Alpha maintains and intends to maintain general liability
insurance in amounts which 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 alleged 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 any liabilities.
RECENT DEVELOPMENTS
On April 24, 2000, Alpha announced that it had been made
aware of a purported agreement between the St. Regis Mohawk
Tribe and Park Place Entertainment, concerning management of
casino projects in New York State.
Alpha participates in a proposed casino project in
Monticello, New York through its previously disclosed interest
in Mohawk Management, L.L.C. Mohawk Management L.L.C. and
Catskill Development, LLC are reviewing the situation and have
requested copies of all agreements between the Tribe and Park
Place Entertainment in order to determine the impact, if any, of
these agreement(s) upon the Monticello project and the actions
that should be taken to protect the interest of Mohawk
Management, Catskill Development and the Tribe.
USE OF PROCEEDS
The shares of common stock being offered for the account of the
selling stockholder. Accordingly, Alpha will not receive any of
the proceeds from the sale of shares of common stock by the
selling stockholder. Alpha will not receive any proceeds upon
the conversion of the Series D preferred stock. See "Selling
Stockholder."
SELLING STOCKHOLDER
All of the shares of common stock being offered subject to
this prospectus are being offered by the selling stockholder
named in the table below. The number of shares in the table
represents the maximum number of shares that may be acquired by
the selling stockholder upon conversion of the Series D
preferred stock. As described below, the number of shares of
common stock that the selling stockholder may actually acquire
upon conversion may be less than the maximum. The selling
stockholder will determine the actual number of shares of common
stock that it will offer to sell, which may depend upon a number
of factors, including the market price of the common stock at
the time of sale.
Prior to the offering, the selling stockholder held 4,000 shares
of Alpha's Series D preferred stock. The maximum aggregate
number of shares of common stock issuable upon conversion of the
Series D preferred stock is 3,300,000, all of which are being
offered under this prospectus. As of the date of this
prospectus, none of the Series D preferred stock has been
converted into common stock. The Series D preferred stock may be
converted at a price equal to the lesser of (i) $6.00 and (ii)
the average of the two lowest last reported bid prices for the
common stock on Nasdaq SmallCap Market during the 30 trading
days preceding, but excluding, the date of conversion. The
maximum number of 3,300,000 shares of common stock issuable upon
conversion of the Series D preferred stock includes any shares
of common stock issued, at Alpha's option, in payment of
dividends on the Series D preferred stock.
The table below contains information furnished by the selling
stockholder concerning the beneficial ownership of common stock
of the selling stockholder as of the date of this prospectus,
which information relates exclusively to the selling
stockholder's holding of Series D preferred stock. We have
assumed that the selling stockholder will sell the maximum
number of shares of common stock into which the Series D
preferred stock could potentially be converted based upon the
conversation terms and limitations applicable to the Series D
preferred stock and the table
<PAGE>
does not reflect the limitations
on conversion of the Series D Preferred Stock described in the
two paragraphs immediately following the table.
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK SHARES OF COMMON STOCK OWNED
OWNED COMMON STOCK AFTER OFFERING
------------------ -------- --------
BEFORE OFFERING OFFERED NUMBER PERCENT
------------------ ---------- ------ ---
<S> <C> <C> <C> <C>
Societe Generale 3,300,000 3,300,000 0 0%
The number of shares of common stock issuable upon conversion of
the Series D preferred stock is also limited by the certificate
of designation for the Series D preferred stock. The certificate
provides that the Series D preferred stock is convertible only to
the extent that, upon conversion, the selling stockholder and its
affiliates would beneficially own not more than 4.9% of the
outstanding shares of common stock of Alpha and further limits
the aggregate number of shares of common stock into which the
Series D preferred stock may be converted during various periods
while any shares of the Series D preferred stock are outstanding.
Alpha may not waive this 4.9% ceiling on the number of shares
that may be beneficially owned by the selling stockholder and its
affiliates nor may Alpha waive the limitations on the aggregate
number of shares of common stock into which the Series D
preferred stock may be converted during certain periods while any
shares of the Series D preferred stock are outstanding.
Under the certificate of designation, the selling stockholder may
convert shares of Series D preferred stock into common stock in
accordance with the following timetable:
25% of the selling stockholder's original 4,000 shares
of Series D preferred stock during the first 75 days following
the issuance of the Series D preferred stock, which took place on
February 8, 2000;
an aggregate of 50% of the selling stockholder's
original 4,000 shares of Series D preferred stock through the
150th day following the issuance of the Series D preferred stock;
an aggregate of 75% of the selling stockholder's
original 4,000 shares of Series D preferred stock through the
225th day following the issuance of the Series D preferred stock;
and
after that time, any remaining shares of Series D
preferred stock.
One result of having a conversion price based upon the market
price of Alpha's common stock is that if the market price of a
share of Alpha's common stock is less than $6.00, the number of
shares of common stock issuable upon conversion of the Series D
preferred stock increases as the market price of the common stock
decreases. If the market price of Alpha's common stock exceeds
$6.00, the conversion price of the Series D preferred stock
could be substantially below the market price of the common stock
on the date of conversion.
To the extent that any of the Series D preferred stock is
converted and the resulting common stock is sold, the market
price of the common stock could decrease due to the increased
number of shares then being sold in the public market. This, in
turn, may lead to there being a proportionately greater number of
shares of common stock issuable upon subsequent conversion of any
remaining Series D preferred stock. As a result, other holders
of common stock could experience substantial dilution, whether or
not the shares of common stock issued upon conversion are sold
following conversion. If the maximum number of 3,300,000 shares
issuable upon conversion of the Series D preferred stock ,
including any shares of common stock issued, at Alpha's option,
in payment of dividends on the Series D preferred stock, were to
be issued and any shares of Series D preferred stock remained
outstanding, the dividend rate on these remaining shares of
Series D preferred stock would be increased to 15% per annum and
would become payable in cash.
Under an agreement between Alpha and the selling stockholder,
Alpha has agreed (i) to file the registration statement of which
this prospectus is a part for the purpose of registering the
potential resale of the shares issuable upon conversion of the
Series D preferred stock, (ii) to bear all expenses of the
registration and sale of the shares (other than any underwriting
discounts and conversions) and (iii) to indemnify the selling
stockholder against some liabilities.
<PAGE>
The selling stockholder does not have, and within the past three
years has not had, any other material relationship with Alpha or
any of its predecessors or affiliates.
PLAN OF DISTRIBUTION
The selling stockholder may offer and sell from time to time
under this prospectus the shares received by the selling
stockholder upon conversion of the Series D preferred stock. The
selling stockholder will act independently of us, in making
decisions with respect to the timing, manner and size of each
sale. To the extent required, we may amend and supplement this
prospectus to describe a specific plan of distribution.
The selling stockholder may sell the shares covered by this
prospectus by several possible means. These include, but are not
limited to, one or any combination of the types of transactions
described in the following list and the paragraphs that follow:
on the Nasdaq National Market or any other market where
our common stock may trade, at the then-prevailing prices and
terms or at prices related to the then-current market price or at
negotiated prices;
a block trade in which a broker-dealer will attempt to
sell shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by
that broker-dealer for its own account under this prospectus;
an over-the-counter distribution under the rules of the
Nasdaq SmallCap Market;
ordinary brokerage transactions and transactions in which
a broker solicits purchasers; or
in privately negotiated transactions.
In addition to the list above, the selling stockholder may also
enter into hedging transactions with broker-dealers or other
financial institutions. In connection with these transactions,
broker-dealers or other financial institutions may engage in
short sales of our common stock in the course of hedging the
positions they assume with that selling stockholder. The selling
stockholder may also sell our common stock short and redeliver
the shares to close out short positions.
The selling stockholder may enter into option or other
transactions with broker-dealers or other financial institutions
that require that selling stockholder to deliver the shares
offered in this prospectus, and, in turn, the broker-dealer or
other financial institution may resell those shares under this
prospectus, as supplemented or amended to reflect the applicable
transaction.
The selling stockholder may pledge shares of common stock to
a broker-dealer or other financial institution, and, upon a
default, that broker-dealer or other financial institution may
sell the pledged shares of common stock under this prospectus, as
supplemented or amended to reflect the applicable transaction.
In addition, any shares of common stock that qualify for sale
under Rule 144 under the Securities Act may be sold under Rule
144 rather than under this prospectus.
The selling stockholder may sell shares of common stock directly
to market makers acting as principals and/or broker-dealers
acting as agents for themselves or their customers. These broker-
dealers may receive compensation in the form of discounts,
concessions or commissions from the selling stockholder or the
purchasers of shares of common stock for whom those broker-
dealers may act as agent or to whom they sell as principal or
both. This compensation might be in excess of customary
commissions. Market makers and block purchasers that purchase
the shares of common stock will do so for their own account and
at their own risk. It is possible that the selling stockholder
will attempt to sell shares of common stock in block transactions
to market makers or other purchasers at a price per share that
may be below the then-current market price. We cannot make assurances that all
<PAGE>
or any of the shares of common stock will be
issued to, or sold by, the selling stockholder. The selling
stockholder and any brokers, dealers or agents, upon effecting
the sale of any of the shares of common stock offered by this
prospectus, may be deemed "underwriters" as that term is defined
under the Securities Act or the Securities Exchange Act, or the
rules and regulations these acts.
The selling stockholder may sell all or any part of the shares of
common stock through an underwriter. Alpha is not aware of any
agreement the selling stockholder may have entered into with a
prospective underwriter and there is no assurance that the
selling stockholder will enter into any agreement with a
prospective underwriter. If the selling stockholder enters into
an agreement or agreements with a prospective underwriter, the
relevant details will be set forth in a supplement or revisions
to this prospectus.
To comply with the securities laws of some states, the shares of
common stock must be sold in some jurisdictions only through
registered or licensed brokers or dealers. Also, in some states
the shares of common stock may not be sold unless they have been
registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is
available and there has been compliance with that requirement.
We have advised the selling stockholder that the anti-
manipulation rules of Regulation M under the Securities Exchange
Act may apply to sales of shares of common stock in the market
and to the activities of the selling stockholder and their
affiliates. In addition, we will make copies of this prospectus
available to the selling stockholder and we informed them of the
need for delivery of copies of this prospectus to purchasers at
or prior to the time of any sale of the shares of common stock
offered under this prospectus.
At the time a particular offer of shares of common stock is made,
if required, a prospectus supplement will be distributed that
will set forth the number of shares of common stock being offered
and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any
underwriter, any discount, commission and other item constituting
compensation, any discount, commission or concession allowed or
reallowed or paid to any dealer, and the proposed selling price
to the public.
Alpha anticipates that the selling stockholder will offer for
sale all of the shares being registered, to the extent that those
shares are issued to the selling stockholder upon its conversion
of the Series D preferred stock. See "Selling Stockholder."
Further, because it is possible that a significant number of
shares could be sold at the same time under this prospectus, any
sales, or the possibility of sales, may depress the market price
of the common stock.
Alpha will bear all costs and expenses of the registration of the
selling shareholder's shares under the Securities Act and state
securities laws. However, the selling shareholder will bear all
underwriting and brokerage commissions and underwriting expenses,
if any, attributable to the sale of its shares.
We have indemnified the selling stockholder against
certain liabilities, including liabilities under the Securities
Act of 1933. We will bear all expenses in connection with the
registration and sales of the shares of common stock being
offered by the selling stockholder, other than any underwriting
discounts and selling commissions.
LEGAL MATTERS
Certain legal matters in connection with the shares of
common stock being offered by this prospectus will be passed upon
for Alpha by Parker Duryee Rosoff & Haft, a Professional
Corporation, New York, New York. Herbert F. Kozlov, a director
of Alpha, is a member of this firm.
EXPERTS
The consolidated financial statements included in Alpha's annual
report on Form 10-K for the year ended December 31, 1999, which
are incorporated in this prospectus by reference, have been
audited by Rothstein, Kass & Company, P.C., independent certified
public accountants, as indicated in their report. The
consolidated financial statements are incorporated in this
prospectus by reference in reliance on the report of Rothstein,
Kass & Company, P.C., given on the authority of that firm as
experts in accounting and auditing.
<PAGE>
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 at 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-3
with respect to the common stock that may be sold under this
prospectus. This prospectus does not contain all of the
information set forth in that registration statement, certain
parts of which are not included in accordance with the rules and
regulations of the SEC. Copies of that registration statement
can be obtained from the Public Reference Section of the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows a company to "incorporate by reference"
information it files with the SEC, 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
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, until all of the shares offered under this prospectus
are sold.
(a) Alpha's annual report on Form 10_K for the fiscal
year ended December 31, 1999;
(b) Alpha's quarterly report on Form 10_Q for the
fiscal quarter ended March 31,2000;
(c) Alpha's current report on Form 8-K, as filed with
the SEC on February 15, 2000;
(d) Alpha's current report on Form 8-K, as filed with
the SEC on April 27, 2000; and
(e) 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 in this prospectus shall be deemed
to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this prospectus or in
any other subsequently filed document that also is or is deemed
to be incorporated by reference in this prospectus 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, New York, New York 10017, attention: Thomas W. Aro,
telephone number (212) 750-3500.
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