SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-9762
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0461729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
1133 Boardwalk, Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip Code)
Registrant's telephone including area code: (609) 344-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Mortgage Notes due 2003 American Stock Exchange
Junior Mortgage Notes due 2004 American Stock Exchange
(traded as part of Units with
Class B Redeemable Common Stock
issued by parent company of
registrant)
Securities registered pursuant to Section 12(g) of the Act: None
- continued -
Exhibit Index is presented on Pages 20 through 24
Total Number of Pages 25
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [x]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes X No
As of February 28, 1995, there was one share of the registrant's common
stock outstanding which was owned by one shareholder. Accordingly there
is no current market for the registrant's common stock.
The registrant meets the conditions set forth in General Instruction
J(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with
the reduced disclosure format permitted by that General Instruction.
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PART I
ITEM 1. BUSINESS
(a) General Development of Business
R e s o r ts International Hotel Financing, Inc. ("RIHF") was
incorporated under the laws of the State of Delaware in 1993. RIHF, a
wholly owned subsidiary of Resorts International, Inc. ("RII"), was
organized to issue certain public debt securities in connection with a
plan of reorganization (the "Plan") of RII. On March 21, 1994, after
receiving the requisite acceptances for confirmation of the Plan from
holders of certain debt and equity interests in RII, RII and GGRI, Inc.
("GGRI"), a subsidiary of RII, filed their prepackaged bankruptcy cases
with the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court"). The Plan was confirmed by the Bankruptcy
Court on April 22, 1994 and on May 3, 1994 (the "Effective Date") all
conditions to the effectiveness of the Plan were either met or waived
and the Plan became effective.
On the Effective Date RIHF issued $125,000,000 principal amount of
11% Mortgage Notes due 2003 (the "Mortgage Notes") and $35,000,000
principal amount of 11.375% Junior Mortgage Notes due 2004 (the "Junior
Mortgage Notes") to RII in exchange for two notes receivable from
Resorts International Hotel, Inc. ("RIH"), the subsidiary of RII which
owns and operates Merv Griffin's Resorts Casino Hotel in Atlantic City,
New Jersey. The $125,000,000 note receivable from RIH (the "RIH
Promissory Note") and the $35,000,000 note receivable from RIH (the "RIH
Junior Promissory Note") have terms which mirror the terms of the
Mortgage Notes and the Junior Mortgage Notes, respectively.
The Plan also provided for certain funds or accounts managed by
Fidelity Management & Research Company ("Fidelity") to enter into a
senior credit facility with RIHF, RII and RIH (the "Senior Facility")
which would allow RIHF to borrow up to $20,000,000 through the issuance
of notes (the "Senior Facility Notes"). The Senior Facility was to be
available for a single borrowing during the one-year period ending May
2, 1995. The Senior Facility Notes were to bear interest at 11% per
year and mature in 2002. RIHF and Fidelity recently amended the Senior
Facility, which amendment (i) extended the borrowing period through May
2, 1996, (ii) increased the interest rate to 11.75% and (iii) reduced
the maximum amount of potential borrowing to $19,738,000. The Senior
Facility Notes, if issued, will be guaranteed by RIH and RII and secured
by a promissory note from RIH, the terms of which will mirror the terms
of the Senior Facility Notes. Market interest rates and other economic
conditions, among other factors, will determine if it is appropriate for
RIHF to draw on the Senior Facility.
For further description of the Mortgage Notes, the Junior Mortgage
Notes and the Senior Facility, see Note 2 of Notes to Financial
Statements.
(b) Financial Information about Industry Segments
RIHF operates in one business segment.
(c) Narrative Description of Business
RIHF has had no activity other than the financing activity
described in "(a) General Development of Business" above since its
inception.
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Restrictions on Ownership of Securities
The casino industry in Atlantic City is strictly regulated under
the New Jersey Casino Control Act and regulations promulgated thereunder
(the "Casino Control Act"). The Casino Control Act authorizes the
establishment of casinos in Atlantic City, provides for licensing,
regulation and taxation of casinos and created the New Jersey Casino
Control Commission (the "Casino Control Commission") and the Division of
Gaming Enforcement, which administer the Casino Control Act. Because of
the relationship of RIH, a casino licensee, to the Mortgage Notes and
the Junior Mortgage Notes, the holders of the Mortgage Notes and the
Junior Mortgage Notes may be required to qualify under the Casino
Control Act as financial sources of RIH. If the Casino Control
Commission finds that an individual owner or holder of these securities
must be qualified and is not qualified under the Casino Control Act, the
Casino Control Commission has the right to propose any necessary
remedial action and may require divestiture of the security held by any
disqualified holder.
In the event that entities or persons required to be qualified
refuse or fail to qualify and fail to divest themselves of such security
interest, the Casino Control Commission has the right to take any
necessary action, including the revocation or suspension of the casino
license. If any security holder of the licensee or its holding company
or affiliate who is required to be qualified is found disqualified, it
will be unlawful for the security holder to (i) receive any dividends or
interest upon any such securities, (ii) exercise, directly or through
any trustee or nominee, any right conferred by such securities or (iii)
receive any remuneration in any form from the corporate licensee for
services rendered or otherwise.
(d) Financial Information about Foreign and Domestic Operations
and Export Sales
RIHF has no foreign operations nor export sales.
ITEM 2. PROPERTIES
RIHF does not own or lease any real property or tangible personal
property.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The disclosure required by Item 4 has been omitted pursuant to
General Instruction J of Form 10-K.
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
RIHF has one share of common stock outstanding which is owned by
RII. Accordingly, there is no current market for RIHF's common stock.
No dividends have been declared on RIHF common stock since the
company's incorporation. The indentures pursuant to which the Mortgage
Notes and the Junior Mortgage Notes were issued prohibit RIHF from
paying dividends, from making other distributions in respect of its
capital stock, and from purchasing or redeeming its capital stock, with
certain exceptions.
ITEM 6. SELECTED FINANCIAL DATA
The disclosure required by Item 6 has been omitted pursuant to
General Instruction J of Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
RIHF was formed for the purpose of issuing the $125,000,000
principal amount of Mortgage Notes and the $35,000,000 principal amount
of Junior Mortgage Notes as part of the restructuring described in Note
2 of Notes to Financial Statements, as well as the Senior Facility Notes
also described in Note 2 to the extent issued. Also as part of the
Restructuring, RIHF obtained the $125,000,000 RIH Promissory Note and
the $35,000,000 RIH Junior Promissory Note with terms that mirror the
terms of the Mortgage Notes and the Junior Mortgage Notes, respectively,
with the intent that RIH pay interest to RIHF on RIHF's interest payment
dates so that RIHF will have cash available to make its interest
payments on those dates.
RESULTS OF OPERATIONS
Because the terms of the RIH Promissory Note and the RIH Junior
Promissory Note were written to mirror the terms of the Mortgage Notes
and the Junior Mortgage Notes, RIHF has affiliated interest income equal
to the interest expense and amortization of discounts on its public
debt. It is not anticipated that RIHF will have any other operations or
activities, except those related to the securities described above and,
if issued, the Senior Facility Notes or certain similar financing
activities.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RIHF's financial statements are presented on the following pages:
Page
Reference
Report of Independent Auditors 7
Balance Sheets at December 31, 1994
and 1993 8
Statement of Operations for the year
ended December 31, 1994 9
Statement of Cash Flows for the year
ended December 31, 1994 10
Notes to Financial Statements 11
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REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholder
Resorts International Hotel Financing, Inc.
We have audited the accompanying balance sheets of Resorts International
Hotel Financing, Inc. ("RIHF") as of December 31, 1994 and 1993, and the
related statements of operations and cash flows for the year ended
December 31, 1994. RIHF is a wholly owned subsidiary of Resorts
International, Inc. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of RIHF at
December 31, 1994 and 1993, and the results of its operations and its
cash flows for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
February 17, 1995,
except for Note 2,
as to which the date is
February 27, 1995
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Resorts International Hotel Financing, Inc.
BALANCE SHEETS
(In Thousands of Dollars, except par value)
December 31,
1994 1993
Assets
Current assets - interest receivable
from affiliate $ 4,113
Notes receivable from affiliate, net
of unamortized discounts 125,309
$129,422 $ -0-
Liabilities and Shareholder's Equity
Current liabilities - accrued interest
payable $ 4,113
Long-term debt, net of unamortized
discounts 125,309
Shareholder's equity - common stock
$.01 par value - 1 share outstanding
$129,422 $ -0-
See Notes to Financial Statements.
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Resorts International Hotel Financing, Inc.
STATEMENT OF OPERATIONS
(In Thousands of Dollars)
December 31,
1994
Revenues:
Affiliated interest income $10,847
Amortization of discounts on affiliated
notes receivable 757
11,604
Expenses:
Interest expense 10,847
Amortization of debt discounts 757
11,604
Net earnings $ -0-
See Notes to Financial Statements.
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Resorts International Hotel Financing, Inc.
STATEMENT OF CASH FLOWS
(In Thousands of Dollars)
December 31,
1994
Cash flows from operating activities:
Interest received $ 6,734
Interest paid (6,734)
Net cash provided by operating activities -0-
Net increase in cash and cash equivalents -0-
Cash and cash equivalents at beginning of period -0-
Cash and cash equivalents at end of period $ -0-
See Notes to Financial Statements.
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Resorts International Hotel Financing, Inc.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND OPERATIONS
R e s o r ts International Hotel Financing, Inc. ("RIHF") was
incorporated under the laws of the State of Delaware in June 1993.
RIHF, a wholly owned subsidiary of Resorts International, Inc. ("RII"),
was organized to issue the public debt securities described in Note 2 in
connection with a plan of reorganization of RII. RIHF is authorized to
issue 1,000 shares of common stock with a par value of $.01 per share.
One share was issued to RII for $10 in October 1993.
Until the issuance of the securities described in Note 2 in May of
1994, RIHF had no operations. Therefore no Statements of Operations or
Cash Flows are presented for 1993.
NOTE 2 - NOTES RECEIVABLE FROM AFFILIATE AND LONG-TERM DEBT
RII's Reorganization
RII and GGRI, Inc. ("GGRI"), a subsidiary of RII and the guarantor
of RII's Senior Secured Redeemable Notes which were due April 15, 1994
(the "Series Notes"), proposed a restructuring (the "Restructuring") of
the Series Notes which was accomplished through a prepackaged bankruptcy
plan of reorganization (the "Plan"). On March 21, 1994, after receiving
the requisite acceptances for confirmation of the Plan from holders of
the Series Notes and equity interests in RII, RII and GGRI filed their
prepackaged bankruptcy cases with the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court"). The Plan was
confirmed by the Bankruptcy Court on April 22, 1994 and on May 3, 1994
(the "Effective Date") all conditions to the effectiveness of the Plan
were either met or waived and the Plan became effective.
Pursuant to the Plan, the Series Notes were exchanged for, among
other things, $125,000,000 principal amount of 11% Mortgage Notes (the
"Mortgage Notes") due September 15, 2003 and $35,000,000 principal
amount of 11.375% Junior Mortgage Notes (the "Junior Mortgage Notes")
due December 15, 2004. Hereinafter the Mortgage Notes and the Junior
Mortgage Notes, collectively, are referred to as the "New Debt
Securities." The New Debt Securities were issued by RIHF and guaranteed
by Resorts International Hotel, Inc. ("RIH"), RII's subsidiary that owns
and operates Merv Griffin's Resorts Casino Hotel ("Resorts Casino
Hotel") in Atlantic City, New Jersey. Also pursuant to the Plan, RIHF,
RIH and RII entered into the senior note purchase agreement (the "Senior
Facility") described below.
In order to accomplish RII's exchange of the Series Notes, the
Restructuring provided for RIHF to issue the New Debt Securities in
exchange for a $125,000,000 promissory note receivable from RIH (the
"RIH Promissory Note") and a $35,000,000 promissory note receivable from
RIH (the "RIH Junior Promissory Note").
The Junior Mortgage Notes were issued as part of "Units" with
shares of RII's class B redeemable common stock (the "Class B Stock").
Each Unit comprises $1,000 principal amount of Junior Mortgage Notes and
one share
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of Class B Stock. Junior Mortgage Notes may not be transferred
separately from the related shares of Class B Stock. Holders of Class B
Stock are entitled to elect one-third of the Board of Directors of RII
and under certain circumstances they would be entitled to elect a
majority of RII's Board of Directors. Approximately 35,000 Units were
issued pursuant to the Plan.
New Debt Securities
The Mortgage Notes are secured by the RIH Promissory Note, the
terms of which mirror the terms of the Mortgage Notes. The RIH
Promissory Note and RIH's guaranty of the Mortgage Notes are secured by
liens on the Resorts Casino Hotel, consisting of RIH's fee and leasehold
interests comprising the Resorts Casino Hotel, the contiguous parking
garage and property, all additions and improvements thereto, and related
personal property. The liens securing the Mortgage Notes will be
subordinated to the lien securing the Senior Facility Notes (described
below), if the Senior Facility Notes are issued.
The Junior Mortgage Notes are secured by the RIH Junior Promissory
Note, the terms of which mirror the terms of the Junior Mortgage Notes.
In certain circumstances, interest payable on the Junior Mortgage Notes
may be satisfied by the issuance of additional Junior Mortgage Notes, in
which case the balance of the RIH Junior Promissory Note would increase
accordingly. The RIH Junior Promissory Note and RIH's guaranty of the
Junior Mortgage Notes are also secured by liens on the Resorts Casino
Hotel property as described above. The liens securing the Junior
Mortgage Notes will be subordinated to the lien securing the Senior
Facility Notes, if the Senior Facility Notes are issued, and are
subordinated to the liens securing the Mortgage Notes.
The indentures pursuant to which the Mortgage Notes and the Junior
Mortgage Notes were issued (collectively, the "Indentures") prohibit
RIHF from paying dividends, from making other distributions in respect
of its capital stock, and from purchasing or redeeming its capital
stock, with certain exceptions.
The Indentures also contain certain other restrictive covenants on
the part of RIHF, including (i) limitations on incurring additional
indebtedness, with certain exceptions; (ii) restrictions on making loans
to an affiliate or other person other than (x) intercompany advances to
RII not in excess of $1,000,000 in the aggregate at any time outstanding
and (y) indebtedness evidenced by the RIH Senior Facility Promissory
Note (defined below), the RIH Promissory Note and the RIH Junior
Promissory Note and (iii) restrictions from entering into transactions
with affiliates, other than transactions entered into in connection with
the Senior Facility, on terms less favorable to RIHF than an arm's
length transaction.
In November 1994, RIH purchased 12,899 Units comprising $12,899,000
principal amount of Junior Mortgage Notes and 12,899 shares of Class B
Stock at a price of $6,740,000. Although these notes held by RIH have
not been cancelled and remain outstanding legally, the accompanying
financial statements include the RIH Junior Promissory Note, the Junior
Mortgage Notes and related interest income, expense and cash flow
amounts net of reductions related to the notes held by RIH.
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The carrying value and fair value by component of long-term debt at
December 31 were as follows:
1994
Carrying Fair
(In Thousands of Dollars) Value Value
Mortgage Notes $125,000 $83,750
Less unamortized discount (18,123)
106,877
Junior Mortgage Notes 35,000
Less notes held by RIH (12,899)
22,101 13,040
Less unamortized discount (3,669)
18,432
$125,309 $96,790
The fair value presented above for RIHF's long-term debt is based
on December 31 closing market prices.
Interest on the Mortgage Notes is payable semi-annually on March 15
and September 15 in each year. Interest on the Junior Mortgage Notes is
payable semi-annually on June 15 and December 15 in each year.
The effective interest rates on RIHF's publicly held debt at
December 31, 1994 were as follows: Mortgage Notes - 13.9% and Junior
Mortgage Notes - 14.6%. No principal payments are required during the
next five years on the Mortgage Notes or the Junior Mortgage Notes.
Senior Facility
The Senior Facility among RIHF, RII and RIH and certain funds and
accounts advised or managed by Fidelity Management & Research Company,
as amended in February 1995, is available for a single borrowing of up
to $19,738,000 during the period ending May 2, 1996, through the
issuance of notes (the "Senior Facility Notes"). If issued, the Senior
Facility Notes will bear interest at 11.75% and will be due in 2002.
The Senior Facility Notes will be senior obligations of RIHF secured by
a promissory note from RIH in an aggregate principal amount of up to
$19,738,000 (the "RIH Senior Facility Promissory Note") payable in
amounts and at times necessary to pay the principal of and interest on
the Senior Facility Notes. The Senior Facility Notes will be guaranteed
by RIH and secured by a lien on the Resorts Casino Hotel property as
described above. The Senior Facility Notes will also be secured by a
pledge by GGRI of all issued and outstanding shares of RIH common stock.
In addition, the Senior Facility Notes will be guaranteed by RII, which
guaranty will be secured by a pledge of all the issued and outstanding
stock of GGRI and RIHF. Market interest rates and other economic
conditions, among other factors, will determine if it is appropriate for
RII or RIH to draw on the Senior Facility.
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NOTE 3 - STATEMENT OF CASH FLOWS
S u pplemental disclosures required by Statement of Financial
Accounting Standards No. 95, "Statement of Cash Flows," are presented
below.
December 31,
1994
Reconciliation of net earnings to net cash provided
by operating activities:
Net earnings $ -0-
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Amortization of debt discounts 757
Amortization of discounts on affiliated notes
receivable (757)
Net increase in interest receivable from
affiliate (4,113)
Net increase in accrued interest payable 4,113
Net cash provided by operating activities: $ -0-
Non-cash investing and financing transactions:
Exchange of New Debt Securities for the RIH
Promissory Note and the RIH Junior Promissory
Note (at estimated market value) $135,300
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
T h e following Items have been omitted pursuant to General
Instruction J of Form 10-K: ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT; ITEM 11. EXECUTIVE COMPENSATION; ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT and ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-
K
(a) Documents filed as part of this report
1. The financial statement index required herein is incorporated by
reference to "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA."
2. No financial statement schedules are included herein. Financial
statement schedules have been omitted because they are either not
applicable or the required information is shown in the financial
statements or notes thereto.
3. The following exhibits are filed herewith or incorporated by
reference:
Exhibit
Numbers Exhibit
(2) Plan of Reorganization. (Incorporated by reference to
Appendix A of the Information Statement/Prospectus included
in registrant's Form S-4 Registration Statement in File No.
33-50733.)
(3)(a) Certificate of Incorporation of RIHF. (Incorporated by
r e f erence to Exhibit 3.07 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(3)(b) By-Laws of RIHF. (Incorporated by reference to Exhibit 3.08
to registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(a) See Exhibits (3)(a) and (3)(b) as to the rights of holders
of registrant's common stock.
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(4)(b)(1) Form of Indenture among RIHF, as issuer, RIH, as guarantor,
and State Street Bank and Trust Company of Connecticut,
National Association, as trustee, with respect to RIHF 11%
Mortgage Notes due 2003. (Incorporated by reference to
Exhibit 4.04 to registrant's Form S-4 Registration Statement
in File No. 33-50733.)
(4)(b)(2) Form of Mortgage between RIH and State Street Bank and Trust
Company of Connecticut, National Association, securing
Guaranty of RIHF Mortgage Notes. (Incorporated by reference
to Exhibit 4.22 to registrant's Form S-4 Registration
Statement in File No. 33-50733.)
(4)(b)(3) Form of Mortgage between RIH and RIHF, securing RIH
Promissory Note. (Incorporated by reference to Exhibit 4.23
to registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(b)(4) Form of Assignment of Agreements made by RIHF, as Assignor,
to State Street Bank and Trust Company of Connecticut,
National Association, as Assignee, regarding RIH Promissory
Note. (Incorporated by reference to Exhibit 4.24 to
registrant's Form S-4 Registration Statement in File No. 33-
50733.)
(4)(b)(5) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Promissory
Note. (Incorporated by reference to Exhibit 4.25 to
registrant's Form S-4 Registration Statement in File No. 33-
50733.)
(4)(b)(6) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to State Street Bank and Trust Company of
Connecticut, National Association, as Assignee, regarding
Guaranty of RIHF Mortgage Notes. (Incorporated by reference
to Exhibit 4.26 to registrant's Form S-4 Registration
Statement in File No. 33-50733.)
(4)(b)(7) Form of Assignment of Operating Assets made by RIH, as
Assignor, to State Street Bank and Trust Company of
Connecticut, National Association, as Assignee, regarding
Guaranty of RIHF Mortgage Notes. (Incorporated by reference
to Exhibit 4.28 to registrant's Form S-4 Registration
Statement in File No. 33-50733.)
(4)(b)(8) Form of Assignment of Operating Assets made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Promissory
Note. (Incorporated by reference to Exhibit 4.34 to
registrant's Form S-4 Registration Statement in File No. 33-
50733.)
(4)(b)(9) Form of Amended and Restated $125,000,000 RIH Promissory
Note. (Incorporated by reference to Exhibit A to Exhibit
(4)(b)(1) hereto.)
(4)(c)(1) F o rm of Indenture between RIHF, as issuer, RIH, as
guarantor, and U.S. Trust Company of California, N.A., as
trustee, with respect to RIHF 11.375% Junior Mortgage Notes
due 2004. (Incorporated by reference to Exhibit 4.05 to
registrant's Form S-4 Registration Statement in File No. 33-
50733.)
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(4)(c)(2) Form of Mortgage between RIH and U.S. Trust Company of
California, N.A., securing Guaranty of RIHF Junior Mortgage
Notes. (Incorporated by reference to Exhibit 4.29 to
registrant's Form S-4 Registration Statement in File No. 33-
50733.)
(4)(c)(3) Form of Mortgage between RIH and RIHF, securing RIH Junior
Promissory Note. (Incorporated by reference to Exhibit 4.30
to registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(c)(4) Form of Assignment of Agreements made by RIHF, as Assignor,
to U.S. Trust Company of California, N.A., as Assignee,
regarding RIH Junior Promissory Note. (Incorporated by
r e f erence to Exhibit 4.31 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(4)(c)(5) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Junior
Promissory Note. (Incorporated by reference to Exhibit 4.32
to registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(c)(6) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to U.S. Trust Company of California, N.A., as
Assignee, regarding Guaranty of RIHF Junior Mortgage Notes.
(Incorporated by reference to Exhibit 4.33 to registrant's
Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(7) Form of Assignment of Operating Assets made by RIH, as
Assignor, to U.S. Trust Company of California, N.A., as
Assignee, regarding the Guaranty of the RIHF Junior Mortgage
Notes. (Incorporated by reference to Exhibit 4.35 to
registrant's Form S-4 Registration Statement in File No. 33-
50733.)
(4)(c)(8) Form of Assignment of Operating Assets made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Junior
Promissory Note. (Incorporated by reference to Exhibit 4.27
to registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(c)(9) F o rm of Amended and Restated $35,000,000 RIH Junior
Promissory Note. (Incorporated by reference to Exhibit A to
Exhibit (4)(c)(1) hereto.)
(10)(a) Form of Intercreditor Agreement by and among RIHF, RIH, RII,
GGRI, State Street Bank and Trust Company of Connecticut,
National Association, U.S. Trust Company of California, N.A.
a n d any lenders which provide additional facilities.
(Incorporated by reference to Exhibit 10.64 to registrant's
Form S-4 Registration Statement in File No. 33-50733.)
- 17 -<PAGE>
(10)(b)(1) Form of Note Purchase Agreement dated May 3, 1994, among
RIHF, RII and RIH, and certain funds advised or managed by
Fidelity with respect to issuance of Senior Facility Notes.
(Incorporated by reference to Exhibit 10.65 to Form S-1
Registration Statement in File No. 33-53371.)
(10)(b)(2) Revised term sheet for 11.0% Senior Secured Loan due 2002
with RIHF as issuer. (Incorporated by reference to Exhibit
10.54 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(10)(b)(3) Letter agreement dated February 27, 1995 amending Exhibit
(10)(b)(1) hereto. (Incorporated by reference to Exhibit
(10)(n)(3) to RII's Form 10-K Annual Report for the fiscal
year ended December 31, 1994, in File No. 1-4748.)
(10)(c) Form of Registration Rights Agreement dated as of April 29,
1994, among RII, RIHF, RIH, Fidelity and TCW. (Incorporated
by reference to Exhibit 10.66 to Form S-1 Registration
Statement in File No. 33-53371.)
(10)(d) F o r m o f Nominee Agreement between RIHF and RIH.
(Incorporated by reference to Exhibit 10.57 to Form S-1
Registration Statement in File No. 33-53371.)
(27) Financial data schedule.
Registrant agrees to file with the Securities and Exchange
Commission, upon request, copies of any instrument defining the rights
of the holders of its consolidated long-term debt.
(b) Reports on Form 8-K
RIHF filed a Form 8-K Current Report, dated November 16, 1994 to
report that RIH purchased 12,899 Units comprising $12,899,000 principal
amount of Junior Mortgage Notes and 12,899 shares of Class B Stock at a
price of $6,740,000.
(c) Exhibits Required by Item 601 of Regulation S-K
The exhibits listed in Item 14(a)3. of this report, and not
incorporated by reference to a separate file, follow "SIGNATURES."
(d) Financial Statement Schedules Required by Regulation S-K
No financial statement schedules are included herein.
- 18 -<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
(Registrant)
Date: March 22, 1995 By /s/ Matthew B. Kearney
Matthew B. Kearney
Director and President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
By /s/ Matthew B. Kearney March 22, 1995
Matthew B. Kearney
Director and President
(Principal Executive, Financial
and Accounting Officer)
By /s/ Lawrence Cohen March 22, 1995
Lawrence Cohen
Director
- 19 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1994
EXHIBIT INDEX
Exhibit Reference to previous filing
Number Exhibit or page number in Form 10-K
(2) Plan of Reorganization Incorporated by reference to
Appendix A of the
Information
Statement/Prospectus
included in registrant's
Form S-4 Registration
Statement in File No. 33-
50733.
(3)(a) Certificate of Incorporation Incorporated by reference to
of RIHF. Exhibit 3.07 to registrant's
Form S-4 Registration
Statement in File No. 33-
50733.
(3)(b) By-Laws of RIHF. Incorporated by reference to
Exhibit 3.08 to registrant's
Form S-4 Registration
Statement in File No. 33-
50733.
(4)(a) See Exhibits (3)(a) and
(3)(b) as to the rights of
holders of registrant's
common stock.
(4)(b)(1) Form of Indenture among Incorporated by reference to
RIHF, as issuer, RIH, as Exhibit 4.04 to registrant's
guarantor, and State Street Form S-4 Registration
Bank and Trust Company of Statement in File No. 33-
Connecticut, National 50733.
Association, as trustee,
with respect to RIHF 11%
Mortgage Notes due 2003.
(4)(b)(2) Form of Mortgage between RIH Incorporated by reference to
and State Street Bank and Exhibit 4.22 to registrant's
Trust Company of Form S-4 Registration
Connecticut, National Statement in File No. 33-
Association, securing 50733.
Guaranty of RIHF Mortgage
Notes.
- 20 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1994
EXHIBIT INDEX
Exhibit Reference to previous filing
Number Exhibit or page number in Form 10-K
(4)(b)(3) Form of Mortgage between RIH Incorporated by reference to
and RIHF, securing RIH Exhibit 4.23 to registrant's
Promissory Note. Form S-4 Registration
Statement in File No. 33-
50733.
(4)(b)(4) Form of Assignment of Incorporated by reference to
Agreements made by RIHF, as Exhibit 4.24 to registrant's
Assignor, to State Street Form S-4 Registration
Bank and Trust Company of Statement in File No. 33-
Connecticut, National 50733.
Association, as Assignee,
regarding RIH Promissory
Note.
(4)(b)(5) Form of Assignment of Leases Incorporated by reference to
and Rents made by RIH, as Exhibit 4.25 to registrant's
Assignor, to RIHF, as Form S-4 Registration
Assignee, regarding RIH Statement in File No. 33-
Promissory Note. 50733.
(4)(b)(6) Form of Assignment of Leases Incorporated by reference to
and Rents made by RIH, as Exhibit 4.26 to registrant's
Assignor, to State Street Form S-4 Registration
Bank and Trust Company of Statement in File No. 33-
Connecticut, National 50733.
Association, as Assignee,
regarding Guaranty of RIHF
Mortgage Notes.
(4)(b)(7) Form of Assignment of Incorporated by reference to
Operating Assets made by Exhibit 4.28 to registrant's
RIH, as Assignor, to State Form S-4 Registration
Street Bank and Trust Statement in File No. 33-
Company of Connecticut, 50733.
National Association, as
Assignee, regarding Guaranty
of RIHF Mortgage Notes.
(4)(b)(8) Form of Assignment of Incorporated by reference to
Operating Assets made by Exhibit 4.34 to registrant's
RIH, as Assignor, to RIHF, Form S-4 Registration
as Assignee, regarding RIH Statement in File No. 33-
Promissory Note. 50733.
- 21 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1994
EXHIBIT INDEX
Exhibit Reference to previous filing
Number Exhibit or page number in Form 10-K
(4)(b)(9) Form of Amended and Restated Incorporated by reference to
$125,000,000 RIH Promissory Exhibit A to Exhibit
Note. (4)(b)(1) hereto.
(4)(c)(1) Form of Indenture between Incorporated by reference to
RIHF, as issuer, RIH, as Exhibit 4.05 to registrant's
guarantor, and U.S. Trust Form S-4 Registration
Company of California, N.A., Statement in File No. 33-
as trustee, with respect to 50733.
RIHF 11.375% Junior Mortgage
Notes due 2004.
(4)(c)(2) Form of Mortgage between RIH Incorporated by reference to
and U.S. Trust Company of Exhibit 4.29 to registrant's
California, N.A., securing Form S-4 Registration
Guaranty of RIHF Junior Statement in File No. 33-
Mortgage Notes. 50733.
(4)(c)(3) Form of Mortgage between RIH Incorporated by reference to
and RIHF, securing RIH Exhibit 4.30 to registrant's
Junior Promissory Note. Form S-4 Registration
Statement in File No. 33-
50733.
(4)(c)(4) Form of Assignment of Incorporated by reference to
Agreements made by RIHF, as Exhibit 4.31 to registrant's
Assignor, to U.S. Trust Form S-4 Registration
Company of California, N.A., Statement in File No. 33-
as Assignee, regarding RIH 50733.
Junior Promissory Note.
(4)(c)(5) Form of Assignment of Leases Incorporated by reference to
and Rents made by RIH, as Exhibit 4.32 to registrant's
Assignor, to RIHF, as Form S-4 Registration
Assignee, regarding RIH Statement in File No. 33-
Junior Promissory Note. 50733.
(4)(c)(6) Form of Assignment of Leases Incorporated by reference to
and Rents made by RIH, as Exhibit 4.33 to registrant's
Assignor, to U.S. Trust Form S-4 Registration
Company of California, N.A., Statement in File No. 33-
as Assignee, regarding 50733.
Guaranty of RIHF Junior
Mortgage Notes.
- 22 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1994
EXHIBIT INDEX
Exhibit Reference to previous filing
Number Exhibit or page number in Form 10-K
(4)(c)(7) Form of Assignment of Incorporated by reference to
Operating Assets made by Exhibit 4.35 to registrant's
RIH, as Assignor, to U.S. Form S-4 Registration
Trust Company of California, Statement in File No. 33-
N.A., as Assignee, regarding 50733.
the Guaranty of the RIHF
Junior Mortgage Notes.
(4)(c)(8) Form of Assignment of Incorporated by reference to
Operating Assets made by Exhibit 4.27 to registrant's
RIH, as Assignor, to RIHF, Form S-4 Registration
as Assignee, regarding RIH Statement in File No. 33-
Junior Promissory Note. 50733.
(4)(c)(9) Form of Amended and Restated Incorporated by reference to
$35,000,000 RIH Junior Exhibit A to Exhibit
Promissory Note. (4)(c)(1) hereto.
(10)(a) Form of Intercreditor Incorporated by reference to
Agreement by and among RIHF, Exhibit 10.64 to
RIH, RII, GGRI, State Street registrant's Form S-4
Bank and Trust Company of Registration Statement in
Connecticut, National File No. 33-50733.
Association, U.S. Trust
Company of California, N.A.
and any lenders which
provide additional
facilities.
(10)(b)(1) Form of Note Purchase Incorporated by reference to
Agreement dated May 3, 1994, Exhibit 10.65 to Form S-1
among RIHF, RII and RIH, and Registration Statement in
certain funds advised or File No. 33-53371.
managed by Fidelity with
respect to issuance of
Senior Facility Notes.
(10)(b)(2) Revised term sheet for 11.0% Incorporated by reference to
Senior Secured Loan due 2002 Exhibit 10.54 to
with RIHF as issuer. registrant's Form S-4
Registration Statement in
File No. 33-50733.
- 23 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1994
EXHIBIT INDEX
Exhibit Reference to previous filing
Number Exhibit or page number in Form 10-K
(10)(b)(3) Letter agreement dated Incorporated by reference to
February 27, 1995 amending Exhibit (10)(n)(3) to RII's
Exhibit (10)(b)(1) hereto. Form 10-K Annual Report for
the fiscal year ended
December 31, 1994, in File
No. 1-4748.
(10)(c) Form of Registration Rights Incorporated by reference to
Agreement dated as of April Exhibit 10.66 to Form S-1
29, 1994, among RII, RIHF, Registration Statement in
RIH, Fidelity and TCW. File No. 33-53371.
(10)(d) Form of Nominee Agreement Incorporated by reference to
between RIHF and RIH. Exhibit 10.57 to Form S-1
Registration Statement in
File No. 33-53371.
(27) Financial data schedule. Page 25.
- 24 -<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RESORTS
INTERNATIONAL HOTEL FINANCING, INC.'S FINANCIAL STATEMENTS AND NOTES THERETO
INCLUDED IN THE FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1994, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $4,113
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> $129,422
<CURRENT-LIABILITIES> $4,113
<BONDS> $125,309<F1>
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $129,422
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $11,604
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>NET OF UNAMORTIZED DISCOUNTS.
</FN>
</TABLE>
