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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
ALPHA HOSPITALITY CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
020732-20-2
(CUSIP Number)
Scott Kaniewski, CFO
Alpha Hospitality Corporation
707 Skokie Blvd Ste 600
Northbrook, IL 60062
(847) 418-3804
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See 240.13d-
7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 020732-20-2
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Robert A. Berman
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization United States of America
Number of Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 2,326,857
8. Shared Voting Power 575,874
9. Sole Dispositive Power 600
10 Shared Dispositive Power 575,874
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,969,330
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 60.56%
14. Type of Reporting Person (See Instructions)
IN
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No 020732-20-2
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Philip Berman
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization United States of America
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person
With
7. Sole Voting Power 0
8. Shared Voting Power 575,874
9. Sole Dispositive Power 0
10 Shared Dispositive Power 575,874
11. Aggregate Amount Beneficially Owned by Each Reporting Person
575,874
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 11.75%
14. Type of Reporting Person (See Instructions)
IN
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No 020732-20-2
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Scott A. Kaniewski
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization United States of America
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person
With
7. Sole Voting Power 0
8. Shared Voting Power 575,874
9. Sole Dispositive Power 0
10 Shared Dispositive Power 575,874
11. Aggregate Amount Beneficially Owned by Each Reporting Person
575,874
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 11.75%
14. Type of Reporting Person (See Instructions)
IN
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No. 020732-20-2
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Watertone Holdings, LP
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization United States of America
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person
With
7. Sole Voting Power 0
8. Shared Voting Power 575,874
9. Sole Dispositive Power 0
10 Shared Dispositive Power 575,874
11. Aggregate Amount Beneficially Owned by Each Reporting Person
575,874
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 11.75%
14. Type of Reporting Person (See Instructions)
PN
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No. 020732-20-2
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
BKB, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization United States of America
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person
With
7. Sole Voting Power 0
8. Shared Voting Power 575,874
9. Sole Dispositive Power 0
10 Shared Dispositive Power 575,874
11. Aggregate Amount Beneficially Owned by Each Reporting Person
575,874
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 11.75%
14. Type of Reporting Person (See Instructions)
OO
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No. 020732-20-0
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
New York Gaming, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization United States of America
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person
With
7. Sole Voting Power 0
8. Shared Voting Power 575,874
9. Sole Dispositive Power 0
10 Shared Dispositive Power 575,874
11. Aggregate Amount Beneficially Owned by Each Reporting Person
575,874
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 11.75%
14. Type of Reporting Person (See Instructions)
OO
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
This Amendment No. 2 amends the Schedule 13D originally filed on March 22, 2002
(the "Original Schedule 13D") and Amendment No. 1 filed on May 8, 2002, by
Robert A. Berman, Scott A. Kaniewski, Philip Berman, Watertone Holdings, LP,
BKB, LLC and New York Gaming, LLC (the "Reporting Persons"), which related to
the Common Stock, $.01 par value per share (the "Common Stock"), of Alpha
Hospitality Corporation (the "Company"), a Delaware corporation. The purpose of
this Amendment No. 2 is to amend Items 3, 5 and 6 with the issuance to Reporting
Person Robert A. Berman of a proxy containing additional voting rights and to
Reporting Person's Philip Berman, Scott A. Kaniewski, Watertone Holdings, LP,
BKB, LLC and New York Gaming, LLC in regards to the termination of the right to
vote one time on a single matter. The information contained in the Original
Schedule 13D with respect to each of the other Reporting Persons is not affected
by this amendment.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of Original Schedule 13D is hereby amended by adding the following
paragraph at the end thereof.
On December 10, 2002, the Company, Alpha Monticello, Inc, Bryanston Group, Inc.
("Bryanston"), Stanley Tollman, Beatrice Tollman and Monty Hundley entered into
a Recapitalization Agreement. As part of this agreement, Bryanston and Beatrice
Tollman granted Robert A. Berman a three year, irrevocable proxy to vote all of
the common shares subject to the agreement, with full powers of substitution and
revocation. The agreement gives Mr. Berman full power in his sole discretion to
vote Bryanston's 2,326,857 and 66,000 shares owned by Beatrice Tollman.
Further, Bryanston revoked any proxy in effect as of the dated of the agreement
therefore the April 30, 2002 agreement, and any other, between it and Robert A.
Berman has been terminated. As a result of the agreement and the termination of
all other proxies, Philip Berman, Scott A. Kaniewski, Watertone Holdings, LP,
BKB, LLC and New York Gaming, LLC rights to vote one time on a single matter has
also been terminated. The parties entered into the Recapitalization Agreement
to address the potential regulatory issues that the Company will face as it
moves forward. (See the Company's Form 8-K, filed with the Securities and
Exchange Commission on April 18, 2002 and Form 8-K filed with the Securities and
Exchange Commission on December 12, 2002).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13D is hereby amended in its entirety, as
follows:
(a) The foregoing is based upon 4,903,117 shares of the Common Stock
outstanding on the date hereof, as reported to the Reporting Persons by the
Company.
As discussed more fully in Item 5(b) below, Robert A. Berman beneficially
owns 2,969,330 shares of the Common Stock, representing 60.56% of the
class.
As discussed more fully in Item 5(b) below, Scott A. Kaniewski, Philip
Berman, Watertone Holdings, LP, BKB, LLC and New York Gaming, LLC each
beneficially owns 575,874 shares of the Common Stock, representing 11.75%
of the class.
(b) New York Gaming, LLC holds 575,874 shares of the Common Stock.
Watertone Holdings, LP is the Manager of New York Gaming, LLC. BKB, LLC is
the General Partner of Watertone Holdings, LP. Robert A. Berman, Scott A.
Kaniewski and Philip Berman shares control of BKB, LLC. As a result, each
of the Reporting Persons has shared power to vote or to direct the vote and
shared power to dispose or to direct the disposition of all 575,874 shares
of the Common Stock held by New York Gaming, LLC.
Robert A. Berman has sole power to vote 2,969,330 shares of the Common
Stock, representing 60.56% of the class. Robert A. Berman does not have
any power to dispose or to direct the disposition of any of Bryanston's and
Beatrice Tollman's shares. Robert A. Berman disclaims beneficial ownership
of such shares for any purpose other than voting.
In addition to the foregoing, Robert A. Berman has sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition of
600 shares (less than 1% of the class).
(c) Except as disclosed in Item 3 above, none of the Reporting Persons has
made any transactions in the Common Stock during the past sixty days.
(d) None
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
Item 6 of the Original Schedule 13D is hereby amended in its entirety, as
follows:
Pursuant to a Tag-Along Agreement, dated as of March 12, 2002, by and between
Bryanston and Watertone Holdings, LP, Bryanston granted Watertone Holdings, LP
the right, for up to 3 years, to participate in any sales by Bryanston of the
Company's Common Stock, subject to certain minor exceptions.
On December 10, 2002, the Company, Alpha Monticello, Inc, Bryanston Group, Inc.,
Stanley Tollman, Beatrice Tollman and Monty Hundley entered into a
Recapitalization Agreement, as discussed more fully in Item 3 above.
Except as otherwise described herein, there exists no other contract,
arrangement, understanding or relationship (legal or otherwise) between any
Reporting Person and any other person or entity with respect any securities of
the Company, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Recapitalization Agreement dated December 10, 2002 between Alpha Hospitality
Corporation, Alpha Monticello, Inc., Bryanston Group, Inc., Stanley Tollman,
Beatrice Tollman and Monty Hundley. (incorporated by reference - filed as an
exhibit to Form 8-K with the Securities and Exchange Commission by the Company
on December 11, 2002).
Signature
After reasonable inquiry and to the best of his, her or its knowledge and
belief, each of the undersigned does hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: December 12, 2002
/s/ Robert A. Berman
Robert A. Berman
/s/ Philip Berman
Philip Berman
/s/ Scott A. Kaniewski
Scott A. Kaniewski
Watertone Holdings, LP
By: BKB, LLC, Its General Partner
By: /s/ Robert A. Berman
Robert A. Berman
Its Managing Member
BKB, LLC
By: /s/ Robert A. Berman
Robert A. Berman
Its Managing Member
New York Gaming, LLC
By: Watertone Holdings LP, Its General Partner
By: /s/ Robert A. Berman
Robert A. Berman
Its Managing Member