sec document

-----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, NpA3LY6hDrjyNI/E/UyiXJMjzjIsb4mtXMCxvFXhoWIJadOWErS43VJ2jEADjz+i rk19wjA07VgM9JsfY7nE8A== 0000921895-04-000105.txt : 20040123 0000921895-04-000105.hdr.sgml : 20040123 20040122202305 ACCESSION NUMBER: 0000921895-04-000105 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE RESORTS INC CENTRAL INDEX KEY: 0000906780 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 133714474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52151 FILM NUMBER: 04538835 BUSINESS ADDRESS: STREET 1: RT 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 BUSINESS PHONE: (845) 794-4100 MAIL ADDRESS: STREET 1: RT 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA HOSPITALITY CORP DATE OF NAME CHANGE: 19930614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAS TOWER PARTNERS CENTRAL INDEX KEY: 0000900178 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 77 EAST 77TH ST CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2129804649 MAIL ADDRESS: STREET 1: 77 EAST 77TH ST CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D 1 sc13d05558_01222004.htm SC 13D sec document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

EMPIRE RESORTS, INC.
--------------------

(Name Of Issuer)
----------------

COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)

292052 10 7
-----------
(CUSIP Number of Class of Securities)
----------------

AMERICAS TOWER PARTNERS JOSEPH E. BERNSTEIN
77 East 77th Street 6663 Casa Grande Way
New York, NY 10021 Delray Beach, FL 33446
(212) 980-4649 (561) 499-0764

RALPH J. BERNSTEIN
c/o Americas Tower Partners
77 East 77th Street
New York, NY 10021
(212) 980-4649

copies to
Raymond Y. Lin, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, NY 10021
(212) 906-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

January 12, 2004
----------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. / /

(Continued on following pages)
(Page 1 of 20 pages)

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CUSIP No. 292052 10 7 13D Page 2 of 20 Pages
- --------------------- ----------------------

================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Americas Tower Partners
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

New York
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER

6,599,294
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

6,599,294
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

6,599,294 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

30.12%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

PN
================================================================================

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 3 of 20 Pages
- --------------------- ----------------------

================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Joseph E. Bernstein
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 113,500
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER

6,599,294
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

113,500
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

6,599,294
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

6,712,794 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

30.63%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
================================================================================

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 4 of 20 Pages
- --------------------- ----------------------

================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ralph J. Bernstein
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY

United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 15,000
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER

6,599,294
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

15,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

6,599,294
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

6,614,294 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

30.18%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
================================================================================

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 5 of 20 Pages
- --------------------- ----------------------

ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D relates to the Common Stock, par value $0.01
per share ("Common Stock"), of Empire Resorts, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at c/o
Monticello Raceway, Route 17B, Monticello, NY 12701.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed jointly by:

(1) Americas Tower Partners, a general partnership formed under the laws
of New York ("ATP");

(2) Joseph E. Bernstein, an individual who is a citizen of the United
States of America; and

(3) Ralph J. Bernstein, an individual who is a citizen of the United
States of America;

(each of the foregoing a "Reporting Person" and, collectively, as the
"Reporting Persons"). Joseph E. Bernstein and Ralph J. Bernstein are
brothers.

ATP has been involved in the development of three million square feet of
commercial property in Manhattan, including Americas Tower, a 50-story office
building on Avenue of the Americas and 46th Street, serving as world
headquarters to PriceWaterhouseCoopers and US headquarters to Israel's largest
bank, Bank Hapoalim. ATP is presently developing AQUARIA Entertainment City, a
$375 million tourism project in Eilat, Israel, and the $100 million Mt. Arbel
Resort & Residence Club, with 36 holes of golf designed by Robert Trent Jones
II, overlooking the Sea of Galilee. The principal business address of ATP is 77
East 77th Street, New York, NY 10021.

ATP has three general partners, Americas Tower Limited Partners Limited
Partnership, a Connecticut limited partnership ("ATLPLP"), NYL Limited Partners
Limited Partnership, a Connecticut limited partnership ("NYLLP"), and NYL
Development Corporation, a New York corporation ("NYLDC"). ATLPLP's sole general
partner is NYLLP, and its three limited partners are Morad Tahbaz, Philip Carter
and NYLDC. NYLLP has two general partners, Joseph E. Bernstein and Ralph J.
Bernstein, and one limited partner, J.B. Trust. NYLDC, is 100% owned by NY
Holding Co., Inc., a Delaware corporation ("NYHC"), which is in turn 50% owned
by Joseph E. Bernstein and 50% owned by Ralph J. Bernstein. The address of
ATPLPLP, NYLLP, NYLDC and NYHC is c/o Americas Tower Partners, 77 East 77th
Street, New York, NY 10021.

Joseph E. Bernstein started his career as a corporate tax attorney on Wall
Street at Cahill Gordon & Reindel and as an international tax attorney at
Rosenman & Colin. He later started his own international tax practice. Since
the early 1980s, Mr. J. Bernstein (through ATP) has been involved in the

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 6 of 20 Pages
- --------------------- ----------------------

development of three million square feet of commercial property in Manhattan,
including Americas Tower, a 50-story office building on Avenue of the Americas
and 46th Street, serving as world headquarters to PriceWaterhouseCoopers and US
headquarters to Israel's largest bank, Bank Hapoalim. ATP is presently
developing AQUARIA Entertainment City, a $375 million tourism project in Eilat,
Israel, and the $100 million Mt. Arbel Resort & Residence Club, with 36
holes of golf designed by Robert Trent Jones II, overlooking the Sea of Galilee.
Mr. J. Bernstein has been a Director of the Issuer since August, 2003. The
business address of Joseph E. Bernstein is 6663 Casa Grande Way, Delray Beach,
FL 33446.

Ralph J. Bernstein is a co-founder and general partner of Americas
Partners, an investment and venture capital firm, and, since 1981 has been
responsible for the acquisition, renovation, development and financing of
several million square feet of commercial space. Mr. R. Bernstein started his
career in agribusiness with a large European multi-national trading and real
estate development company, where he was later responsible for that company's
U.S. real estate activities. Mr. R. Bernstein also serves as a director for Air
Methods Corporation, a publicly traded company that provides air medical
emergency transport services and systems throughout the United States of
America. Mr. R. Bernstein has been a Director of the Issuer since August, 2003.
The business address of Ralph J. Bernstein is c/o Americas Tower Partners, 77
East 77th Street, New York, NY 10021.

(i) Schedule 1 attached to this Schedule 13D contains the following
information concerning the directors and executive officers of each of ATP,
ATLPLP, NYLLP, NYLDC and NYHC: (i) name; (ii) citizenship; (iii) principal
business occupation or employment and (iv) the home address or the name,
principal business and address of any corporation or other organization in which
such employment is conducted. Schedule 1 is incorporated herein by reference.

During the last five years, except as reported below, none of the Reporting
Persons or, to the best of their knowledge, any of their respective executive
officers or directors (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violations with
respect to such laws.

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 7 of 20 Pages
- --------------------- ----------------------

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ATP acquired 6,599,294 shares of Common Stock of the Issuer as
consideration for its contribution of interests in Monticello Casino Management,
LLC ("MCM"), Mohawk Management, LLC ("MM"), Monticello Raceway Management, Inc.
("MRMI") and Monticello Raceway Development Company, LLC ("MRD") pursuant to the
Amended and Restated Securities Contribution Agreement (the "Securities
Contribution Agreement"), dated as of December 12, 2003, by and among the
Issuer, Alpha Monticello, Inc., Catskill Development, L.L.C. ("Catskill"), ATP,
Monticello Realty L.L.C., Watertone Holdings, LP, New York Gaming, LLC,
Fox-Hollow Lane, LLC, Shamrock Strategies, Inc., Clifford A. Ehrlich, BKB, LLC,
Robert A. Berman, Philip B. Berman, Scott A. Kaniewski, Kaniewski Family Limited
Partnership and KFP Trust.

ITEM 4. PURPOSE OF THE TRANSACTION

Pursuant to the Securities Contribution Agreement, ATP, among others,
transferred ownership interests in MCM, MM, MRMI and MRD to the Issuer in
exchange for shares of the Issuer's Common Stock listed hereon.

Collectively, the Issuer, MCM, MM, MRMI and MRD owned all of the
development and management rights with respect to 229 acres of land in
Monticello, New York owned by Catskill. In order to improve the existing gaming
facilities, to install video lottery terminals and/or develop a Native American
casino on this land, these entities will need to raise a significant amount of
financing from outside investors. The Issuer and the members of both Catskill
and MRD believe that after combining the operations and assets of the Issuer,
MCM, MM, MRMI and MRD into an integrated public company structure, such
structure will better align the interests of the various parties, improve
management decision making, improve administrative efficiency and facilitate
raising the necessary financing and the ability to enter into strategic
relationships with other companies. The result of this consolidation is a
publicly traded company owning all of the development and management rights for
229 acres of land in Monticello, New York compared with a group of interrelated
private companies with separate rights over this land. As a result of this
consolidation, the Issuer directly owns an operating business, providing it with
direct access to revenue streams as opposed to relying on dividend payments and
distributions from its minority owned subsidiaries, which interests are
subordinate to certain priority obligations to other parties.

The Reporting Persons have no present plans or proposals with respect to
the matters set forth in Item 4 of Schedule 13D, other than in connection with
Joseph E. Bernstein and Ralph J. Bernstein's activities as Directors of the
Issuer. The Reporting Persons may from time to time, depending on economic and
market conditions and other factors, consider one or more of such matters,
including, without limitation, acquiring additional shares of Common Stock of
the Issuer, disposing of shares of Common Stock of the Issuer or causing ATP to
distribute its shares of Common Stock of the Issuer to its partners, subject to
applicable law.

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 8 of 20 Pages
- --------------------- ----------------------

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) ATP is the record owner of 6,599,294 shares of Common Stock of the
Issuer, which represents 30.12% of the outstanding shares of Common Stock of the
Issuer (based on 21,912,868 outstanding shares of the Issuer's Common Stock as
reported to the Reporting Persons by the Issuer).

Each of Joseph E. Bernstein and Ralph J. Bernstein, as a general partner of
ATP, may be deemed to be the beneficial owner of all of the shares of Common
Stock of the Issuer held by ATP. In addition, i) Joseph E. Bernstein is the
nominee, with sole voting and dispositive power over, 98,500 shares of Common
Stock of the Issuer held on behalf of J.B. Trust and holds options that are
currently exercisable into 15,000 shares of Common Stock of the Issuer, and ii)
Ralph J. Bernstein holds options that are currently exercisable into 15,000
shares of Common Stock of the Issuer. As a result of the foregoing, Joseph E.
Bernstein may be deemed the beneficial owner of 30.63% and Ralph J. Bernstein
the beneficial owner of 30.18% of the outstanding shares of Common Stock of the
Issuer.

The Reporting Persons may be deemed to be a group, but disclaim such
group status.

(b) ATP holds 6,599,294 shares of Common Stock of the Issuer. NYLDC,
NYLLP and ATLPLP are the general partners of ATP. NYLDC is indirectly owned by
Joseph E. Bernstein and Ralph J. Bernstein. Joseph E. Bernstein and Ralph J.
Bernstein are the sole general partners of NYLLP and NYLLP is the sole general
partner of ATLPLP. As a result, each of the Reporting Persons has shared power
to vote and shared power to dispose or to direct the disposition of all
6,599,294 shares of Common Stock of the Issuer held by ATP.

Joseph E. Bernstein has sole power to vote and to dispose or to direct
the disposition of 113,500 shares of Common Stock of the Issuer beneficially
owned by him and J.B. Trust. Joseph E. Bernstein disclaims beneficial ownership
of the 98,500 shares held by him as nominee on behalf of J.B. Trust.

Ralph J. Bernstein has sole power to vote and to dispose or to direct
the disposition of 15,000 shares of Common Stock of the Issuer represented by
currently exercisable options held by him directly.

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 9 of 20 Pages
- --------------------- ----------------------

(c) Except as described elsewhere in this Schedule 13D, neither the
Reporting Persons nor, to the best knowledge of each Reporting Person, any of
the Persons named on Schedule 1 to this Schedule 13D, has effected a transaction
in shares of Common Stock of the Issuer during the past 60 days.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

The responses to Items 4 and 5 and Exhibits 1, 2, 3, 4, & 5 of this
Schedule 13D are herein incorporated by reference. See Item 4 for a description
of the Securities Contribution Agreement entered into by the Reporting Persons
and the Issuer, among others, with respect to the shares of Common Stock of the
Issuer beneficially owned by the Reporting Persons. The Securities Contribution
Agreement, which has been filed as an exhibit to the Form S-4 Registration
Statement of the Issuer filed on December 12, 2003, is incorporated by reference
herein.

The 1998 Stock Option Plan of Alpha Hospitality Corporation (the former
name of the Issuer), under which Joseph E. Bernstein and Ralph J. Bernstein were
each granted options to acquire shares of Common Stock of the Issuer, governs
the manner in which such option grants may be exercised. The Stock Option Plan
is incorporated by reference herein.

Under the terms of an Irrevocable General Power of Attorney, dated March
10, 1999, executed by the Trustee of the J.B. Trust in favor of Joseph E.
Bernstein, Mr. J. Bernstein may act on behalf of J.B. Trust in all matters
relating to the acquisition, transfer or financing of J.B. Trust's assets,
including the 98,500 shares of Common Stock of the Issuer held as nominee on
behalf of J.B. Trust. The Power of Attorney is incorporated by reference herein.

Under the terms of an oral agreement made in Feburary 1999, by and among
Joseph E. Bernstein, Ralph J. Bernstein, Morad Tahbaz and Philip Carter, the
parties to the agreement agreed that the beneficial interest in certain
properties, which were recently exchanged for ATP's shares of Common Stock of
the Issuer in connection with the closing of the transactions contemplated
in the Securities Contribution Agreement would be

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 10 of 20 Pages
- --------------------- ----------------------

beneficially held, through their respective interests in ATP, such that each of
Joseph E. Bernstein and Ralph J. Bernstein would have a 35% economic interest,
Morad Tahbaz would have a 20% economic interest and Philip Carter would have a
10% economic interest in such properties and hence, as a result of the recent
exchange of such properties, in the shares of Common Stock of the Issuer. As the
sole general partners of NYLLP and the sole owners of NYHC, Joseph E. Bernstein
and Ralph J. Bernstein retain the shared power to vote all of the shares of
Common Stock of the Issuer issued to ATP in connection with the closing of the
transactions contemplated in the Securities Contribution Agreement. The oral
agreement is incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

(1) Amended and Restated Securities Contribution Agreement, dated as of
December 12, 2003, by and among the Issuer, Alpha Monticello, Inc., Catskill,
ATP, Monticello Realty L.L.C., Watertone Holdings, LP, New York Gaming, LLC,
Fox-Hollow Lane, LLC, Shamrock Strategies, Inc., Clifford A. Ehrlich, BKB, LLC,
Robert A. Berman, Philip B. Berman, Scott A. Kaniewski, Kaniewski Family Limited
Partnership and KFP Trust (incorporated by reference to Exhibit 2.1 to the Form
S-4 Registration Statement of the Issuer filed on December 12, 2003).

(2) 1998 Stock Option Plan (incorporated by reference, filed with Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended, filed with the Commission on August 25, 1999).

(3) Irrevocable General Power of Attorney, dated March 10, 1999, executed
by the Trustee of the J.B. Trust in favor of Joseph E. Bernstein.

(4) Agreement of Joint Filing

SIGNATURE

After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct. Dated: January 22, 2004

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 11 of 20 Pages
- --------------------- ----------------------

AMERICAS TOWER PARTNERS

AMERICAS TOWER LIMITED PARTNERS LIMITED
PARTNERSHIP

By: NYL DEVELOPMENT
CORPORATION, a general partner

By: /s/ Joseph E. Bernstein
----------------------------------
Name: Joseph E. Bernstein
Title: President

By: NYL LIMITED PARTNERS LIMITED
PARTNERSHIP, a general partner

By: /s/ Joseph E. Bernstein
----------------------------------
Name: Joseph E. Bernstein
Title: a general and limited partner

By: /s/ Ralph J. Bernstein
----------------------------------
Name: Ralph J. Bernstein
Title: a general and limited partner

NYL DEVELOPMENT CORPORATION

By: /s/ Joseph E. Bernstein
--------------------------------------
Name: Joseph E. Bernstein
Title: President

NYL LIMITED PARTNERS LIMITED PARTNERSHIP

By: /s/ Joseph E. Bernstein
--------------------------------------
Name: Joseph E. Bernstein
Title: a general and limited partner

By: /s/ Ralph J. Bernstein
--------------------------------------
Name: Ralph J. Bernstein
Title: a general and limited partner

/s/ Joseph E. Bernstein
------------------------------------------
Joseph E. Bernstein

/s/ Ralph J. Bernstein
------------------------------------------
RALPH J. BERNSTEIN

- --------------------- ----------------------
CUSIP No. 292052 10 7 13D Page 12 of 20 Pages
- --------------------- ----------------------

SCHEDULE 1

Directors and Executive Officers
of
Americas Tower Partners