-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BW5uW8w6W6g5ZYvtTF93jECYRHnknwWcnECiu1IEKsn36IKxgQbswPiaMbSlSDtL 2gKXTB2FSkePyj9ulg5i0w== 0000919916-98-000008.txt : 19980210 0000919916-98-000008.hdr.sgml : 19980210 ACCESSION NUMBER: 0000919916-98-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980209 SROS: BSE GROUP MEMBERS: GREENVILLE CASINO PARTNERS L P GROUP MEMBERS: GREENVILLE CASINO PARTNERS, L.P. GROUP MEMBERS: GREENVILLE CP, INC. GROUP MEMBERS: JOHN R. O'DONNELL GROUP MEMBERS: MICHAEL J. JACOBSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA HOSPITALITY CORP CENTRAL INDEX KEY: 0000906780 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 133714474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52151 FILM NUMBER: 98526372 BUSINESS ADDRESS: STREET 1: 12 E 49TH ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127503500 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENVILLE CASINO PARTNERS L P CENTRAL INDEX KEY: 0000924859 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 WALNUT STREET CITY: GREENVILLE STATE: MS ZIP: 38701 MAIL ADDRESS: STREET 1: 111 WALNUT STREET CITY: GREENVILLE STATE: MS ZIP: 38701 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alpha Hospitality Corporation ---------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ---------------------------------------------------------- (Title of Class of Securities) 02073210 ---------------------------------------- (CUSIP Number) Greenville Casino Partners, L.P. 111 Walnut Street Greenville Mississippi 38701 with a copy to: Kenneth M. Crane Altheimer & Gray 10 South Wacker Drive Chicago, Illinois 60606 (312) 715-4000 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 20, 1997 ---------------------------------- (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 which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / Check the following box if a fee is being paid with the statement. / / *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 total number of shares of common stock reported as beneficially owned by the Reporting Persons herein is 9,017,739 which constitutes approximately 62.5% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 14,406,204 shares outstanding. 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. CUSIP NO. 02073210 13D Page 3 of 10 Pages _________________________________________________________ 1. Name of Reporting Person: Greenville Casino Partners, L.P. _________________________________________________________ 2. Check the Appropriate Box if a Member of a Group: (a) (b) _________________________________________________________ 3. SEC Use Only _________________________________________________________ 4. Source of Funds: Not Applicable. _________________________________________________________ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): _________________________________________________________ 6. Citizenship or Place of Organization: Mississippi _________________________________________________________ Number of 7. Sole Voting Power: 0 Shares _________________________________________ Beneficially 8. Shared Voting Power: 9,017,739 (1)(2) Owned By ________________________________________ Each 9. Sole Dispositive Power: 0 Reporting ________________________________________ Person 10. Shared Dispositive Power: 0 With _________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 9,017,739 (1) _________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: _________________________________________________________ 13. Percent of Class Represented by Amount in Row (11): 62.5% _________________________________________________________ 14. Type of Reporting Person: PN _________________________________________________________ (1) Power is exercised through Greenville CP, Inc., the sole general partner of Greenville Casino Partners, L.P. (2) See Item 5. CUSIP NO. 02073210 13D Page 4 of 10 Pages _________________________________________________________ 1. Name of Reporting Person: Greenville CP, Inc. _________________________________________________________ 2. Check the Appropriate Box if a Member of a Group: (a) (b) _________________________________________________________ 3. SEC Use Only _________________________________________________________ 4. Source of Funds: Not Applicable. _________________________________________________________ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): _________________________________________________________ 6. Citizenship or Place of Organization: Delaware _________________________________________________________ Number of 7. Sole Voting Power: 0 Shares _________________________________________ Beneficially 8. Shared Voting Power: 9,017,739 (1)(2)(3) Owned By ________________________________________ Each 9. Sole Dispositive Power: 0 Reporting ________________________________________ Person 10. Shared Dispositive Power: 0 With _________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 9,017,739 (1) (2) _________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: _________________________________________________________ 13. Percent of Class Represented by Amount in Row (11): 62.5% _________________________________________________________ 14. Type of Reporting Person: CO _________________________________________________________ (1) Solely in its capacity as the sole general partner of Greenville Casino Partners, L.P. (2) Power is exercised through, Michael J. Jacobson, Chairman and Chief Executive Officer and a 50% shareholder, and John O'Donnell, President and Chief Operating Officer and a 50% shareholder. (3) See Item 5. CUSIP NO. 02073210 13D Page 5 of 10 Pages _________________________________________________________ 1. Name of Reporting Person: Michael J. Jacobson _________________________________________________________ 2. Check the Appropriate Box if a Member of a Group: (a) (b) _________________________________________________________ 3. SEC Use Only _________________________________________________________ 4. Source of Funds: Not Applicable _________________________________________________________ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): _________________________________________________________ 6. Citizenship or Place of Organization: USA ____________________________________________ Number of 7. Sole Voting Power: 0 Shares ____________________________________________ Beneficially 8. Shared Voting Power: 9,017,739 (1)(2) Owned By ____________________________________________ Each 9. Sole Dispositive Power: 0 Reporting ____________________________________________ Person 10. Shared Dispositive Power: 0 With _________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 9,017,739 (1) (2) _________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: _________________________________________________________ 13. Percent of Class Represented by Amount in Row (11): 62.5% _________________________________________________________ 14. Type of Reporting Person: IN _________________________________________________________ (1) Solely in his capacity as a controlling person of Greenville CP, Inc. (2) See Item 5. CUSIP NO. 02073210 13D Page 6 of 10 Pages _________________________________________________________ 1. Name of Reporting Person: John R. O'Donnell _________________________________________________________ 2. Check the Appropriate Box if a Member of a Group: (a) (b) _________________________________________________________ 3. SEC Use Only _________________________________________________________ 4. Source of Funds: Not Applicable _________________________________________________________ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): _________________________________________________________ 6. Citizenship or Place of Organization: USA ____________________________________________ Number of 7. Sole Voting Power: 0 Shares ____________________________________________ Beneficially 8. Shared Voting Power: 9,017,739 (1)(2) Owned By ____________________________________________ Each 9. Sole Dispositive Power: 0 Reporting ____________________________________________ Person 10. Shared Dispositive Power: 0 With _________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 9,017,739 (1) (2) _________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: _________________________________________________________ 13. Percent of Class Represented by Amount in Row (11): 62.5% _________________________________________________________ 14. Type of Reporting Person: IN _________________________________________________________ (1) Solely in his capacity as a controlling person of Greenville CP, Inc. (2) See Item 5. CUSIP NO. 02073210 13D Page 7 of 10 Pages This statement constitutes Amendment No. 1 to the Statement of Schedule 13D (the "Schedule 13D") filed December 20, 1997 by Greenville Casino Partners, L.P., a Mississippi limited partnership, Greenville CP, Inc., a Mississippi corporation, Michael J. Jacobson, and John R. O'Donnell in connection with the beneficial ownership of shares of common stock, $.01 par value, of Alpha Hospitality Corporation, a Delaware corporation ("Alpha"). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D. Item 5. Interests in Securities of the Issuer. ------------------------------------- Item 5 is hereby amended and restated as follows: The following information is provided in response to Item 5 of Schedule 13D and is based on a total of 14,406,204 shares of stock ("Shares") outstanding as of November 7, 1997 as reported in the Form 10-Q for Alpha Hospitality Corporation (the "Issuer"), for the quarterly period ended September 30, 1997. Subsequent to the filing of the Schedule 13D on December 20, 1997, the filers received two items of information which require this Amendment No. 1 to the Schedule 13 D; (i) a copy of a proxy from Bally Gaming for 596,017 shares of the common stock of Alpha was received after the filing of the Schedule 13D, and (ii) it was determined that certain of the shareholders of Alpha gave proxies for a larger or smaller number of shares than was initially reported in the Schedule 13D. The information provided in this Amendment setting forth the correct deemed beneficial ownership of Shares was correctly reflected by Alpha on January 9th, 1997 in the Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934. (a) LP beneficially owns 9,017,739 Shares, constituting approximately 62.5% of the outstanding Shares as of December 20, 1997. CP, through its relationship with LP, may be deemed to beneficially own all of the Shares beneficially owned by LP, and each of Jacobson and O'Donnell, through their relationship with CP and LP, may be deemed to beneficially own all of the Shares beneficially owned by CP. CUSIP NO. 02073210 13D Page 8 of 10 Pages (b) LP has the power to vote or direct the vote of all 9,017,739 Shares reported herein. CP, as the sole general partner of LP, may be deemed to share voting power with respect to all of such Shares. Jacobson, as the Chairman and Chief Executive Officer of CP, and as the holder of 50% of the voting stock of CP, has the power to act on behalf of CP and LP and may be deemed to share voting power with respect to all of the Shares. O'Donnell, as the President and Chief Operating Officer of CP, and as the holder of 50% of the voting stock of CP, has the power to act on behalf of CP and LP and may be deemed to share voting power with respect to all of the Shares. (c) Except as set forth above, the Reporting Persons do not beneficially own any Shares and, except as set forth herein, have effected no transactions in Shares during the preceding 60 days. (d) A list of shareholders of the Issuer, together with the number of shares owned by such shareholder, from whom the Reporting Persons obtained proxies for purposes of voting in favor of the transaction contemplated by the Purchase Agreement (as defined in Item 6) is contained in Item 6. (e) The Reporting Persons will cease to have voting control of the Shares upon the earlier to occur of (i) the consummation of the transactions contemplated by the Purchase Agreement (as defined in Item 6) or (ii) the end of business on February 28, 1998. CUSIP NO. 02073210 13D Page 9 of 10 Pages Item 6. Contracts, Arrangements, Understandings or ------------------------------------------ Relationships With Respect to Securities ---------------------------------------- of the Issuer. ------------- Item 6 is hereby amended and restated as follows: On December 19, 1997, LP entered into an Asset Purchase Agreement (the "Purchase Agreement") with Alpha Gulf Coast, Inc., a Delaware corporation and Alpha Greenville Hotel, Inc., a Delaware corporation ("Alpha Hotel"), each a wholly owned subsidiary of Alpha Hospitality Corporation (the "Issuer"), pursuant to which, among other things, LP agreed to purchase substantially all of the assets of Alpha Hotel. In connection therewith, LP obtained proxies from certain of the shareholders of the Issuer, authorizing LP to vote the shares held by such shareholders in favor of the transactions contemplated by the Purchase Agreement. The shareholders from whom LP obtained such proxies are: (i) Patricia Cohen (for herself and on behalf of B.P. Group, LTD.), (ii) Charles Hundley (for himself and as trustee of the Tyler Hundley Trust), (iii) Joan Hundley, (iv) Dillon Hundley, (v) Sanford Freedman, (vi) Brett Tollman (for himself, the Bryanston Group, Inc. and the Tollman Family Trust), (vii) Mathew Walker, (viii) Beatrice Tollman, (ix) Steve O'Hana, and (x) Scott Schweinfurth (for Bally Gaming). Except as set forth in this Item 6, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the acquisition of any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profit or loss, or the giving or withholding of proxies. CUSIP NO. 02073210 13D Page 10 of 10 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 10, 1998 GREENVILLE CASINO PARTNERS, L.P. By: Greenville CP, Inc., its general partner By: /s/ Michael J. Jacobson ---------------------------- Chairman and Chief Executive Officer GREENVILLE CP, INC. By: /s/ Michael J. Jacobson ---------------------------- Chairman and Chief Executive Officer /s/ Michael J. Jacobson ---------------------------- Michael J. Jacobson /s/ John O'Donnell ---------------------------- John O'Donnell -----END PRIVACY-ENHANCED MESSAGE-----