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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. 3)*
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)
January 28, 2003
(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 2,782,984
8. Shared Voting Power 0
9. Sole Dispositive Power 390,127
10 Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,782,984
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ....X.......
13. Percent of Class Represented by Amount in Row (11) 55.9%
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).
Paul deBary
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 47,103
8. Shared Voting Power 0
9. Sole Dispositive Power 47,103
10 Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
47,103
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) .9%
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 29,946
8. Shared Voting Power 0
9. Sole Dispositive Power 29,946
10 Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
29,946
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) .6 %
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 29,946
8. Shared Voting Power 0
9. Sole Dispositive Power 29,946
10 Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
29,946
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........X
13. Percent of Class Represented by Amount in Row (11) .6 %
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 0
9. Sole Dispositive Power 0
10 Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 0.0%
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 0
9. Sole Dispositive Power 0
10 Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 0.0%
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 0
9. Sole Dispositive Power 0
10 Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 0.0%
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. 3 amends the Schedule 13D originally filed on March 22, 2002
(the "Original Schedule 13D"), Amendment No. 1 filed on May 8, 2002 and
amendment No. 2 filed on December 12, 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. 3 is to
amend Items 5. The information contained in the Original Schedule 13D with
respect to each of the other Reporting Persons is not affected by this
amendment.
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 4,976,183 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 2,782,784 shares of the Common Stock, representing 55.9% of the class.
As discussed more fully in Item 5(b) below, Scott A. Kaniewski and Paul
deBary each beneficially own 29,946 shares of the Common Stock,
representing .6% of the class.
(b) On January 23, 2003, Watertone Holding, LP authorized the distribution of
the New York Gaming, LLC shares to Watertone Holdings, LP.
Simultaneously, BKB, LLC authorized the distribution of the Watertone
Holdings, LP shares and its own shares to its Partners. Avon Road
Partners, LP, a family limited partnership, whose General Partner is
Robert A. Berman, distributed its shares to its Limited Partners.
As a result of these transactions, Watertone Holdings, LP, BKB,
LLC and New York Gaming, LLC no longer beneficially own shares of
the Common Stock.
Robert A. Berman has sole power to vote 2,782,984 shares of the Common
Stock, representing 55.9% 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
390,127 shares (or 55.9% of the class).
Debbie N. Berman, Robert Berman's wife, has sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition of
4,090 shares (less than 1% of the class). Robert A. Berman disclaims
beneficial ownership of such shares. Debbie N. Berman and Philip Berman
are co-trustees for the Berman Family Trust for the benefit of Mr. Berman's
children, which owns 12,272 shares (less that 1% of the class) and have
joint power to vote or to direct the vote and joint power to dispose or to
direct the disposition of the shares. Robert A. Berman disclaims
beneficial ownership of such shares.
(c)Scott A. Kaniewski has sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of 29,946 shares
(less that 1% of the class). Of these shares, 28,506 are owned by
the Kaniewski Family Limited Partnership, of which Mr. Kaniewski is
the general partner and a 1% limited partner. Therefore, Mr. Kaniewski
disclaims beneficial ownership of 28,221 of these shares. In addition,
Stacey B. Kaniewski, the wife of Scott A. Kaniewski, is the sole trustee
of the KFP Trust, which owns 34,552 shares (less than 1% of the class).
Stacey B. Kaniewski has sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of these shares.
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
On Janaury 23, 2003, Scott A. Kaniewski, Philip Berman, Watertone Holdings, LP,
BKB, LLC and New York Gaming, LLC cease to be the beneficial owners of more than
5 percent of the class.
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: January 28, 2003
/s/ Robert A. Berman
Robert A. Berman
/s/ Paul deBary
Paul deBary
/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