SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 1, 2002
ALPHA HOSPITALITY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12522 13-3714474
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
29-76 Northern Boulevard, 2nd Floor, Long Island City, New York 11101
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (718) 685-3014
ITEM 5. OTHER EVENTS
Alpha Hospitality Corporation (the "Company") announced today that its
recently appointed Chairman and Chief Executive Officer, Robert A. Berman, has
entered into an irrevocable proxy and voting agreement, attached as Exhibit A
hereto, with the Company's principal shareholder, Bryanston Group, Inc.
("Bryanston"). The agreement, which has a three year term, confirms upon Mr.
Berman the right to vote Bryanston's shares for the election of a majority of
the members of the Board of Directors of the Company. Bryanston currently owns
2,326,857 shares of the Company's common stock representing approximately
48% of the total shares eligible to vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: May 1, 2002 ALPHA HOSPITALITY CORPORATION
(Registrant)
By: /s/ Scott A. Kaniewski
Scott A. Kaniewski
Vice President of Finance
and Development
By: /s/ Robert Steenhuisen
Robert Steenhuisen
Chief Accounting Officer
IRREVOCABLE
PROXY AND VOTING AGREEMENT
By signing below, Bryanston Group, Inc. ("Bryanston") grants to
Robert Berman ("Berman") an irrevocable proxy for a duration of three years
(subject to earlier termination as provided below), hereby revoking all prior
proxies relating to the rights granted herein, to vote all of the shares of
common stock of Alpha Hospitality Corporation ("Alpha") owned by
Bryanston with respect to, but only with respect to, the election of members
to the Board of Directors of Alpha, whether or not such vote takes place at an
annual meeting, special meeting or by written consent action, as follows: (A)
in favor of such three (3) individuals, who are qualified to act as directors
under the ByLaws of Alpha, as may be designated from time to time by
Bryanston; and (B) in favor of such four (4) individuals, who are qualified to
act as directors under the By-Laws of Alpha, as may be designated from time
to time by Berman; provided, however, that, if the number of members
constituting the Board of Directors of Alpha shall be increased above seven
(7) or decreased below seven (7), the numbers in the foregoing clauses (A)
and (B) shall be proportionately increased or decreased, respectively. In the
event any designee for election to the Board of Directors fails to qualify as a
director or any member of the Board of Directors is removed as a director
under the By-Laws of Alpha, either Bryanston or Berman, which ever shall
have initially designated said director, shall have the right to designate
a new, qualified director to be nominated for election to the Board of
Directors in place of such unqualified designee or to designate a new,
qualified director to fill the vacancy created by the removal of said
director, as the case may be; provided, however, that, in the event
Bryanston (if it were an individual and were a member of the Board of
Directors) would be subject to removal from the Board of Directors pursuant
to the By-Laws of Alpha, then Berman shall be entitled to fill any vacancy
left by a Bryanston designee. This voting proxy is irrevocable and is
coupled with an interest in Alpha.
By signing below, each of Watertone, Berman and Scott Kaniewski
("Kaniewski") agrees to vote, and to cause each of its or his affiliates to
vote, all of the shares of common stock of Alpha owned by it or him or any such
affiliate with respect to, but only with respect to, the election of members to
the Board of Directors of Alpha, whether or not such vote takes place at an
annual meeting, special meeting or by written consent action, as follows: (A)
in favor of such three (3) individuals, who are qualified to act as directors
under the By-Laws of Alpha, as may be designated from time to time by
Bryanston; and (B) in favor of such four (4) individuals, who are qualified to
act as directors under the By-Laws of Alpha, as may be designated from time
to time by Berman; provided, however, that, if the number of members
constituting the Board of Directors of Alpha shall be increased above seven
(7) or decreased below seven (7), the numbers in the foregoing clauses (A)
and (B) shall be proportionately increased or decreased, respectively. In the
event any designee for election to the Board of Directors fails to qualify as a
director or any member of the Board of Directors or any member of the Board
of Directors is removed as a director under the By-Laws of Alpha, either
Bryanston or Berman, which ever shall have initially designated said director,
shall have the right to designate a new, qualified director to be nominated for
election to the Board of Directors in place of such unqualified designee or to
designate a new, qualified director to fill the vacancy created by the removal
of said director, as the case may be; provided, however, that, Bryanston (if it
were an individual and were a member of the Board of Directors) would be
subject to removal from the Board of Directors pursuant to the By-Laws of
Alpha, then Berman shall be entitled to fill any vacancy left by a Bryanston
designee.
In the event Berman (a) is no longer an officer of Alpha and has
either(i) resigned or been removed from, and is no longer serving on, the
Board of Directors of Alpha, or (ii) is subject to removal under the By-Laws
of Alpha (whether or not actually removed); (b) is deceased; or (c)
becomes legally incapacitated as adjudged by a court of competent
jurisdiction to act pursuant to this Irrevocable Proxy And Voting Agreement,
the proxy granted above by Bryanston to Berman with respect to the shares
of common stock of Alpha owned by Bryanston shall immediately cease and
terminate and all voting rights associated herewith shall revert to
Bryanston. This Irrevocable Proxy And Voting Agreement shall in any event
(if not sooner terminated) terminate on, and be of no force or effect after,
the third anniversary of the date hereof This Irrevocable Proxy And Voting
Agreement shall be on record in the books and records of Alpha. In the event,
prior to the termination of this Irrevocable
Proxy And Voting Agreement, Bryanston sells, assigns, transfers, devises or
otherwise disposes of shares of stock of Alpha bound by this Irrevocable
Proxy And Voting Agreement, the rights granted herein shall terminate, but
only to the extent of the shares of stock transferred, in all other respects
this Irrevocable Proxy and Voting Agreement shall remain in full force and
effect; provided, however, that the rights granted herein shall attach and be
enforceable against the transferee in the event Bryanston either (a) sells any
stock to an officer, director or employee of Bryanston. a family member of an
officer, director or employee of Bryanston or any other individual or entity
otherwise affiliated with Bryanston or (b) sells five percent (5%) or more of
the issued and outstanding shares of stock in Alpha in a private sale to a
transferee who (if he or she were a member of the Board of Directors) would
be subject to removal from the Board of Directors pursuant to the Bylaws of
Alpha or, in the case of a transferee entity, such entity (if it were an
individual and were a member of the Board of Directors) would be subject
to removal from the Board of Directors pursuant to the Bylaws of Alpha.
Dated: As of April 30, 2002.
BRYANSTON GROUP, INC. WATERTONE HOLDING LLC
By: /s/ Brett Tollman By: /s/ Robert Berman
Name: Name:
Title: Title:
/s/ Robert Berman /s/ Scott Kaniewski
Robert Berman Scott Kaniewski