SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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.)
4651 Sheridan Street, Suite 355, Hollywood, FL 33021
(Address of principal executive offices) (Zip Code)
Registrant's telephone including area code: (954) 981-7200
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 25
Total Number of Pages 26
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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 29, 1996, there was one share of the registrant's
c o mmon 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
w i th 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 orts International Hotel Financing, Inc. ("RIHF") was
incorporated under the laws of the State of Delaware in 1993. RIHF is
a wholly owned subsidiary of Griffin Gaming & Entertainment, Inc.
("GGE"). GGE was known as Resorts International, Inc. until its name
change, which was effective June 30, 1995. GGE is used herein to
refer to RIHF s parent corporation both before and after its name
change. RIHF was organized to issue certain public debt securities in
connection with a plan of reorganization (the "Plan") of GGE and
certain of its subsidiaries. In April 1994 the Plan was confirmed by
the Bankruptcy Court for the District of Delaware and on May 3, 1994
(the "Effective Date") 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 GGE in exchange for two notes receivable
from Resorts International Hotel, Inc. ("RIH"), the indirect
subsidiary of GGE 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.
For further description of the Mortgage Notes and the Junior
Mortgage Notes, see Note 2 of Notes to Financial Statements. For a
description of a senior note purchase agreement (the Senior
Facility) entered into by RIHF pursuant to the Plan, see Note 3 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.
Restrictions on Ownership of Equity and Debt 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 to administer the Casino Control
Act. Because of the relationship of RIH, a casino licensee, to the
Mortgage Notes and the
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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. Also, the Casino Control Act
imposes certain restrictions upon the ownership of securities issued
by a corporation which holds a casino license or is a holding,
intermediary or subsidiary company of a corporate licensee
(collectively, holding company). The restrictions imposed by the
Casino Control Act are more stringent for equity securities than for
debt securities. The Junior Mortgage Notes are traded as part of
Units along with shares of GGE s Class B redeemable common stock (see
Note 2 of Notes to Financial Statements); therefore, for purposes of
the Casino Control Act, these notes are considered to be equity
securities.
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
GGE. 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 Plan, as well as the
Senior Facility Notes (described in Note 3 of Notes to Financial
Statements) or notes issued under a similar working capital facility,
to the extent issued. Also as part of the Plan, 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, 1995
and 1994 8
Statements of Operations for the years
ended December 31, 1995 and 1994 9
Statements of Cash Flows for the years
ended December 31, 1995 and 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. as of December 31, 1995 and 1994,
and the related statements of operations and cash flows for each of
the two years in the period ended December 31, 1995. Resorts
International Hotel Financing, Inc. is a wholly owned subsidiary of
Griffin Gaming & Entertainment, 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
Resorts International Hotel Financing, Inc. at December 31, 1995 and
1994, and the results of its operations and its cash flows for each of
the two years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 19, 1996
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
BALANCE SHEETS
(In Thousands of Dollars, except par value)
December 31,
1995 1994
Assets
Current assets - interest receivable
from affiliate $ 4,244 $ 4,113
Notes receivable from affiliate, net
of unamortized discounts 126,761 125,309
$131,005 $129,422
Liabilities and Shareholder's Equity
Current liabilities - accrued interest
payable $ 4,244 $ 4,113
Long-term debt, net of unamortized
discounts 126,761 125,309
Shareholder's equity - common stock
$.01 par value - 1 share outstanding
$131,005 $129,422
See Notes to Financial Statements.
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
For the Year Ended
December 31,
1995 1994
Revenues:
Affiliated interest income $16,619 $10,847
Amortization of discounts on
affiliated notes receivable 1,452 757
18,071 11,604
Expenses:
Interest expense 16,619 10,847
Amortization of debt discounts 1,452 757
18,071 11,604
Net earnings $ -0- $ -0-
See Notes to Financial Statements.
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
For the Year Ended
December 31,
1995 1994
Cash flows from operating activities:
Interest received $ 16,488 $ 6,734
Interest paid (16,488) (6,734)
Net cash provided by operating
activities -0- -0-
Net increase in cash and cash
equivalents -0- -0-
Cash and cash equivalents at
beginning of period -0- -0-
Cash and cash equivalents at
end of period $ -0- $ -0-
See Notes to Financial Statements.
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND OPERATIONS
Resorts International Hotel Financing, Inc. ("RIHF") was
incorporated under the laws of the State of Delaware in June 1993.
RIHF, a wholly owned subsidiary of Griffin Gaming & Entertainment,
Inc. ("GGE"), was organized to issue the public debt securities
described in Note 2 in connection with a prepackaged bankruptcy plan
of reorganization (the Plan ) of GGE and certain of its subsidiaries.
GGE was known as Resorts International, Inc. until its name change,
which was effective June 30, 1995. GGE is used herein to refer to
RIHF s parent corporation both before and after its name change. RIHF
is authorized to issue 1,000 shares of common stock with a par value
of $.01 per share. One share was issued to GGE 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
In April 1994 the Plan was confirmed by the United States
Bankruptcy Court for the District of Delaware and on May 3, 1994 the
Plan became effective. Pursuant to the Plan, certain previously
outstanding public debt of GGE (the Series Notes ) was 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. The Mortgage Notes and the
Junior Mortgage Notes were issued by RIHF and guaranteed by Resorts
International Hotel, Inc. ("RIH"), GGE's subsidiary that owns and
operates Merv Griffin's Resorts Casino Hotel ("Resorts Casino Hotel")
in Atlantic City, New Jersey.
In order to accomplish GGE's exchange of the Series Notes, the
Plan provided for RIHF to issue the Mortgage Notes in exchange for a
$125,000,000 promissory note receivable from RIH (the "RIH Promissory
Note") and the Junior Mortgage Notes in exchange for a $35,000,000
promissory note receivable from RIH (the "RIH Junior Promissory
Note").
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, and related personal property.
The liens securing the Mortgage Notes will be subordinated to the lien
securing the Senior Facility Notes (described in Note 3) or notes
issued under a similar working capital facility, if such 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. The RIH Junior Promissory Note and RIH's guaranty of
the Junior Mortgage
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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 or
notes issued under a similar working capital facility, if such 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 GGE not in excess of $1,000,000 in the aggregate at any
time outstanding and (y) loans to RIH of the proceeds of the Senior
Facility and loans evidenced by 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.
The Junior Mortgage Notes were issued as part of "Units" with
shares of GGE's Class B redeemable common stock (the "Class B Stock").
Each Unit comprises $1,000 principal amount of Junior Mortgage Notes
and one share 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 GGE and under certain circumstances they would be
e n t i tled to elect a majority of GGE's Board of Directors.
Approximately 35,000 Units were issued pursuant to the Plan.
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 canceled 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:
1995 1994
Carrying Fair Carrying Fair
(In Thousands of Dollars) Value Value Value Value
Mortgage Notes $125,000 $115,313 $125,000 $83,750
Less unamortized discount (16,872) (18,123)
108,128 106,877
Junior Mortgage Notes 35,000 35,000
Less notes held by RIH (12,899) (12,899)
22,101 20,333 22,101 13,040
Less unamortized discount (3,468) (3,669)
18,633 18,432
$126,761 $135,646 $125,309 $96,790
The fair value presented above for RIHF's long-term debt is based
on December 31 closing market prices.
No principal payments are due on the Mortgage Notes or the Junior
Mortgage Notes during the next five years.
The accrual of interest and amortization of discounts on the
Mortgage Notes and the Junior Mortgage Notes commenced on May 3, 1994.
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. 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 effective interest rates on the Mortgage Notes and the Junior
Mortgage Notes are 14.1% and 14.8%, respectively.
NOTE 3 - SENIOR FACILITY
Pursuant to the Plan, RIHF, GGE and RIH entered into a senior
note purchase agreement (the "Senior Facility") with certain funds and
accounts advised or managed by Fidelity Management & Research Company.
The Senior Facility, as amended, 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 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 in Note 2. Market
interest
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rates and other economic conditions, among other factors, will
determine if it is appropriate for GGE or RIH to draw on the Senior
Facility.
NOTE 4 - STATEMENTS OF CASH FLOWS
Supplemental disclosures required by Statement of Financial
Accounting Standards No. 95, "Statement of Cash Flows," are presented
below.
(In Thousands of Dollars) 1995 1994
Reconciliation of net earnings to net
cash provided by operating activities:
Net earnings $ -0- $ -0-
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Amortization of debt discounts 1,452 757
Amortization of discounts on
affiliated notes receivable (1,452) (757)
Net increase in interest receivable
from affiliate (131) (4,113)
Net increase in accrued interest
payable 131 4,113
Net cash provided by operating
activities $ -0- $ -0-
Non-cash investing and financing
transactions:
Exchange of Mortgage Notes and
Junior Mortgage Notes for the
RIH Promissory Note and the RIH
Junior Promissory Note (at
estimated market values) $135,300
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
The 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
A p pendix 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
reference 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.)
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(4)(c)(1) Form 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.)
(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 reference 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) Form of Amended and Restated $35,000,000 RIH Junior
Promissory Note. (Incorporated by reference to Exhibit A
to Exhibit (4)(c)(1) hereto.)
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(10)(a) Form of Intercreditor Agreement by and among RIHF, RIH,
GGE, GGRI, Inc., State Street Bank and Trust Company of
Connecticut, National Association, U.S. Trust Company of
California, N.A. and 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.)
(10)(b)(1) Form of Note Purchase Agreement dated May 3, 1994, among
RIHF, GGE and RIH, and certain funds advised or managed
by Fidelity Management & Research Company 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 GGE'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 GGE, RIHF, RIH, Fidelity Management &
Research Company and The TCW Group, Inc. (Incorporated
by reference to Exhibit 10.66 to Form S-1 Registration
Statement in File No. 33-53371.)
(10)(d) F o r m of 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 long-term debt.
(b) Reports on Form 8-K
No current report on Form 8-K was filed by RIHF covering an event
during the fourth quarter of 1995. No amendments to previously filed
Forms 8-K were filed during the fourth quarter of 1995.
(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 8, 1996 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 8, 1996
Matthew B. Kearney
Director and President
(Principal Executive, Financial
and Accounting Officer)
By /s/ Lawrence Cohen March 8, 1996
Lawrence Cohen
Director
- 19 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1995
EXHIBIT INDEX
Reference to previous
Exhibit filing or page number
Number Exhibit 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 Incorporated by
Incorporation of RIHF. reference 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.
(4)(b)(1) Form of Indenture among Incorporated by
RIHF, as issuer, RIH, as reference to Exhibit
guarantor, and State 4.04 to registrant's
Street Bank and Trust Form S-4 Registration
Company of Connecticut, Statement in File No.
National Association, as 33-50733.
trustee, with respect to
RIHF 11% Mortgage Notes
due 2003.
- 20 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1995
EXHIBIT INDEX
Reference to previous
Exhibit filing or page number
Number Exhibit in Form 10-K
(4)(b)(2) Form of Mortgage between Incorporated by
RIH and State Street reference to Exhibit
Bank and Trust Company 4.22 to registrant's
of Connecticut, National Form S-4 Registration
Association, securing Statement in File No.
Guaranty of RIHF 33-50733.
Mortgage Notes.
(4)(b)(3) Form of Mortgage between Incorporated by
RIH and RIHF, securing reference to Exhibit
RIH Promissory Note. 4.23 to registrant's
Form S-4 Registration
Statement in File No.
33-50733.
(4)(b)(4) Form of Assignment of Incorporated by
Agreements made by RIHF, reference to Exhibit
as Assignor, to State 4.24 to registrant's
Street Bank and Trust Form S-4 Registration
Company of Connecticut, Statement in File No.
National Association, as 33-50733.
Assignee, regarding RIH
Promissory Note.
(4)(b)(5) Form of Assignment of Incorporated by
Leases and Rents made by reference to Exhibit
RIH, as Assignor, to 4.25 to registrant's
RIHF, as Assignee, Form S-4 Registration
regarding RIH Promissory Statement in File No.
Note. 33-50733.
(4)(b)(6) Form of Assignment of Incorporated by
Leases and Rents made by reference to Exhibit
RIH, as Assignor, to 4.26 to registrant's
State Street Bank and Form S-4 Registration
Trust Company of Statement in File No.
Connecticut, National 33-50733.
Association, as
Assignee, regarding
Guaranty of RIHF
Mortgage Notes.
- 21 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1995
EXHIBIT INDEX
Reference to previous
Exhibit filing or page number
Number Exhibit in Form 10-K
(4)(b)(7) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to 4.28 to registrant's
State Street Bank and Form S-4 Registration
Trust Company of Statement in File No.
Connecticut, National 33-50733.
Association, as
Assignee, regarding
Guaranty of RIHF
Mortgage Notes.
(4)(b)(8) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to 4.34 to registrant's
RIHF, as Assignee, Form S-4 Registration
regarding RIH Promissory Statement in File No.
Note. 33-50733.
(4)(b)(9) Form of Amended and Incorporated by
Restated $125,000,000 reference to Exhibit A
RIH Promissory Note. to Exhibit (4)(b)(1)
hereto.
(4)(c)(1) Form of Indenture Incorporated by
between RIHF, as issuer, reference to Exhibit
RIH, as guarantor, and 4.05 to registrant's
U.S. Trust Company of Form S-4 Registration
California, N.A., as Statement in File No.
trustee, with respect to 33-50733.
RIHF 11.375% Junior
Mortgage Notes due 2004.
(4)(c)(2) Form of Mortgage between Incorporated by
RIH and U.S. Trust reference to Exhibit
Company of California, 4.29 to registrant's
N.A., securing Guaranty Form S-4 Registration
of RIHF Junior Mortgage Statement in File No.
Notes. 33-50733.
- 22 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1995
EXHIBIT INDEX
Reference to previous
Exhibit filing or page number
Number Exhibit in Form 10-K
(4)(c)(3) Form of Mortgage between Incorporated by
RIH and RIHF, securing reference to Exhibit
RIH Junior Promissory 4.30 to registrant's
Note. Form S-4 Registration
Statement in File No.
33-50733.
(4)(c)(4) Form of Assignment of Incorporated by
Agreements made by RIHF, reference to Exhibit
as Assignor, to U.S. 4.31 to registrant's
Trust Company of Form S-4 Registration
California, N.A., as Statement in File No.
Assignee, regarding RIH 33-50733.
Junior Promissory Note.
(4)(c)(5) Form of Assignment of Incorporated by
Leases and Rents made by reference to Exhibit
RIH, as Assignor, to 4.32 to registrant's
RIHF, as Assignee, Form S-4 Registration
regarding RIH Junior Statement in File No.
Promissory Note. 33-50733.
(4)(c)(6) Form of Assignment of Incorporated by
Leases and Rents made by reference to Exhibit
RIH, as Assignor, to 4.33 to registrant's
U.S. Trust Company of Form S-4 Registration
California, N.A., as Statement in File No.
Assignee, regarding 33-50733.
Guaranty of RIHF Junior
Mortgage Notes.
(4)(c)(7) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to 4.35 to registrant's
U.S. Trust Company of Form S-4 Registration
California, N.A., as Statement in File No.
Assignee, regarding the 33-50733.
Guaranty of the RIHF
Junior Mortgage Notes.
- 23 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1995
EXHIBIT INDEX
Reference to previous
Exhibit filing or page number
Number Exhibit in Form 10-K
(4)(c)(8) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to 4.27 to registrant's
RIHF, as Assignee, Form S-4 Registration
regarding RIH Junior Statement in File No.
Promissory Note. 33-50733.
(4)(c)(9) Form of Amended and Incorporated by
Restated $35,000,000 RIH reference to Exhibit A
Junior Promissory Note. to Exhibit (4)(c)(1)
hereto.
(10)(a) Form of Intercreditor Incorporated by
Agreement by and among reference to Exhibit
RIHF, RIH, GGE, GGRI, 10.64 to registrant's
Inc., State Street Bank Form S-4 Registration
and Trust Company of Statement in File No.
Connecticut, National 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
Agreement dated May 3, reference to Exhibit
1994, among RIHF, GGE 10.65 to Form S-1
and RIH, and certain Registration Statement
funds advised or managed in File No. 33-53371.
by Fidelity Management &
Research Company with
respect to issuance of
Senior Facility Notes.
(10)(b)(2) Revised term sheet for Incorporated by
11.0% Senior Secured reference to Exhibit
Loan due 2002 with RIHF 10.54 to registrant's
as issuer. Form S-4 Registration
Statement in File No.
33-50733.
- 24 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1995
EXHIBIT INDEX
Reference to previous
Exhibit filing or page number
Number Exhibit in Form 10-K
(10)(b)(3) Letter agreement dated Incorporated by
February 27, 1995 reference to Exhibit
amending Exhibit (10)(n)(3) to GGE's Form
(10)(b)(1) hereto. 10-K Annual Report for
the fiscal year ended
December 31, 1994, in
File No. 1-4748.
(10)(c) Form of Registration Incorporated by
Rights Agreement dated reference to Exhibit
as of April 29, 1994, 10.66 to Form S-1
among GGE, RIHF, RIH, Registration Statement
Fidelity Management & in File No. 33-53371.
Research Company and The
TCW Group, Inc.
(10)(d) Form of Nominee Incorporated by
Agreement between RIHF reference to Exhibit
and RIH. 10.57 to Form S-1
Registration Statement
in File No. 33-53371.
(27) Financial data schedule. Page 26.
- 25 -<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 YEAR ENDED DECEMBER 31, 1995, 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-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $4,244
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> $131,005
<CURRENT-LIABILITIES> $4,244
<BONDS> $126,761<F1>
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $131,005
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $18,071
<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>
