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, 1997
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.)
1415 E. Sunrise Blvd., Ft. Lauderdale, FL 33304
(Address of principal executive offices) (Zip Code)
Registrant's telephone including area code: 954-713-2500
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
Ordinary Shares issued by Sun
International Hotels Limited,
ultimate parent company of
registrant)
Securities registered pursuant to Section 12(g) of the Act: None
- continued -
Exhibit Index is presented on pages 21 through 25.
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, 1998, 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
I(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.
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Resorts International Hotel Financing, Inc. ("RIHF") was
incorporated under the laws of the State of Delaware in 1993. RIHF is
a wholly owned financing subsidiary of Sun International North America,
Inc., ("SINA"). SINA was known as Resorts International, Inc. until
June 30, 1995, and as Griffin Gaming & Entertainment, Inc. from June 30,
1995 until February 6, 1997. "SINA" is used herein to refer to that
corporation for all periods. On December 16, 1996, SINA became a
wholly-owned subsidiary of Sun International Hotels Limited ("SIHL"), a
corporation organized and existing under the laws of the Commonwealth of
The Bahamas, through a merger transaction (the "Merger") approved by
shareholders of SINA.
Merger
As a result of the Merger and pursuant to an accounting practice
know as "push-down" accounting, as of December 31, 1996, RIHF's assets
and liabilities were adjusted to their estimated fair values. See Note
2 of Notes to Financial Statements for further discussion of this
accounting treatment.
1997 Tender Offer
Prior to the Merger, RIHF had publically outstanding $125 million
principal amount of 11% Mortgage Notes due 2003 (the "Mortgage Notes")
and $35 million principal amount of 11.375% Junior Mortgage Notes due
2004 (the "Junior Mortgage Notes"). In connection with the Mortgage
Notes and the Junior Mortgage Notes, RIHF held two notes receivable from
Resorts International Hotel, Inc. ("RIH"), the indirect subsidiary of
SINA which owns and operates Resorts Casino Hotel in Atlantic City, New
Jersey. The $125 million note receivable from RIH (the "RIH Promissory
Note") and the $35 million note receivable from RIH (the "RIH Junior
Promissory Note," and together with the RIH Promissory Note, the "RIH
Notes") had terms which mirrored the terms of the Mortgage Notes and the
Junior Mortgage Notes, respectively.
In February 1997, RIHF offered (the "Offer") to purchase its
outstanding Mortgage Notes and Junior Mortgage Notes. In connection with
the Offer, RIHF sought the consent of the holders (the "Consents") to
amend the relevant indentures to, among other things, release the
collateral for the Mortgage Notes and Junior Mortgage Notes. Pursuant
to the Offer, RIHF acquired $119.6 million principal amount of Mortgage
Notes and $21 million principal amount of Junior Mortgage Notes, for a
total purchase price (including payments relating to the Consents) of
$153.7 million. There remains outstanding $5.4 million principal amount
of Mortgage Notes and $1.1 million principal amount of Junior Mortgage
Notes, which, as a result of the amendments to the indentures, are now
unsecured obligations of RIHF. The remaining Junior Mortgage Notes
continue to trade as part of units (the "Units") consisting of $1,000
principal amount of Junior Mortgage Notes and .1928 of an ordinary share
of SIHL.
RIH transferred to RIHF (i) funds needed to purchase the Mortgage
Notes and Junior Mortgage Notes tendered to RIHF pursuant to the Offer
and (ii) $12.9 million Junior Mortgage Notes owned by RIH (see Note 3 of
Notes to Financial Statements). In exchange for this, the RIH Notes
were canceled and RIH issued new promissory notes (the "New RIH Notes")
to RIHF in the amounts of, and with terms that mirror, the remaining
Mortgage Notes and Junior Mortgage Notes.
As a result of the consummation of the Offer, RIHF, upon approval
of the Securities and Exchange Commission (the "SEC") and under the rule
of the American Stock Exchange (the "AMEX"), will no longer be required
to list the Mortgage Notes and the Junior Mortgage Notes on the AMEX.
On February 26, 1998, RIHF and SIHL filed with the SEC an Application
for Withdrawal From Listing of Securities Pursuant to Section 12(d) of
the Securities Exchange Act of 1934. RIHF anticipates receiving SEC
approval to delist the Mortgage Notes and Junior Mortgage Notes in April
1998 after which time the delisting will take place. Thereafter, RIHF
will no longer have any securities registered under the US Securities
laws and will no longer be required to file periodic reports with the
SEC.
(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
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. Because the
outstanding Junior Mortgage Notes are traded as part of Units along with
fractions of Ordinary Shares issued by SIHL (see Note 3 of Notes to
Financial Statements), for purposes of the Casino Control Act, these
securities are analyzed as both debt and 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
securities 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 securities, 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 or 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 I of Form 10-K.
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
SINA. Accordingly, there is no current market for RIHF's common stock.
No dividends have been declared on RIHF common stock since RIHF's
incorporation.
ITEM 6. SELECTED FINANCIAL DATA
The disclosure required by Item 6 has been omitted pursuant to
General Instruction I 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 million
principal amount of Mortgage Notes and the $35 million principal amount
of Junior Mortgage Notes.
See "1997 Tender Offer" under "ITEM 1. BUSINESS - (a) General
Development of Business" for discussion of the Offer pursuant to which
RIHF's debt was significantly reduced in early 1997 and the RIH Notes
were replaced by the New RIH Notes.
RESULTS OF OPERATIONS
Because the terms of the New RIH Notes were written to mirror the
terms of the remaining outstanding Mortgage Notes and the Junior
Mortgage Notes, RIHF has affiliated interest income equal to the
interest expense and amortization of premiums on its public debt. It is
not anticipated that RIHF will have any operations or activities other
than those related to the securities described above and certain similar
financing activities.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RIHF's financial statements are presented on the following pages:
Page
Reference
Report of Independent Public Accountants 8
Balance Sheets at December 31, 1997
and 1996 10
Statements of Operations for the years
ended December 31, 1997, 1996 and 1995 11
Statements of Cash Flows for the years
ended December 31, 1997, 1996 and 1995 12
Notes to Financial Statements 13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Resorts International Hotel Financing, Inc.:
We have audited the accompanying balance sheet of Resorts
International Hotel Financing, Inc. (a Delaware corporation) as of
December 31, 1997, and the related statements of operations and cash
flows for the year then ended. 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 audit.
We conducted our audit 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 audit provides 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. as of December 31, 1997, and the
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 9, 1998
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Shareholder
Resorts International Hotel Financing, Inc.
We have audited the accompanying consolidated balance sheet of
Resorts International Hotel Financing, Inc. as of December 31, 1996
(post-acquisition basis). We have also audited the accompanying
statements of operations and cash flows for each of the two years in
the period ended December 31, 1996 (pre-acquisition basis). Resorts
International Hotel Financing, Inc. is an indirect wholly owned
subsidiary of Sun International Hotels Limited. 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, 1996 (post-
acquisition basis), and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1996 (pre-
acquisition basis), in conformity with generally accepted accounting
principles.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 14, 1997
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
BALANCE SHEETS
(In Thousands of Dollars, except par value)
December 31,
1997 1996
Assets
Current assets - interest receivable
from affiliate $ 183 $ 4,244
Notes receivable from affiliate, net
of unamortized premiums 6,794 155,927
$ 6,977 $160,171
Liabilities and Shareholder's Equity
Current liabilities - accrued interest
payable $ 183 $ 4,244
Long-term debt, net of unamortized
premiums 6,794 155,927
Shareholder's equity - common stock
$.01 par value - 1 share outstanding
$ 6,977 $160,171
See Notes to Financial Statements.
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
For the Year Ended December 31,
1997 1996 1995
(Successor) (Predecessor)
Revenues:
Affiliated interest income $ 3,791 $16,535 $16,619
Amortization of (premiums)
discounts on affiliated notes
receivable (204) 1,527 1,452
3,587 18,062 18,071
Expenses:
Interest expense 3,791 16,535 16,619
Amortization of debt (premiums)
discounts (204) 1,527 1,452
3,587 18,062 18,071
Net earnings $ -0- $ -0- $ -0-
See Notes to Financial Statements.
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
For the Year Ended December 31,
1997 1996 1995
(Successor) (Predecessor)
Cash flows from operating
activities:
Interest received $ 7,852 $ 16,535 $ 16,488
Interest paid (7,852) (16,535) (16,488)
Net cash provided by
operating activities -0- -0- -0-
Net increase in cash and cash
equivalents -0- -0- -0-
Cash and cash equivalents at
beginning of period -0- -0- -0-
Cash and cash equivalents at
end of period $ -0- $ -0- $ -0-
See Notes to Financial Statements.
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
is a wholly-owned financing subsidiary of Sun International North
America, Inc. ("SINA"). SINA was known as Resorts International, Inc.
until June 30, 1995, and as Griffin Gaming & Entertainment, Inc. from
June 30, 1995 until February 6, 1997. "SINA" is used herein to refer to
that corporation for all periods. RIHF is authorized to issue 1,000
shares of common stock with a par value of $.01 per share. One share
was issued to SINA for $10 in October 1993.
NOTE 2 - MERGER AND BASIS OF ACCOUNTING
On December 16, 1996 (the "Effective Date"), SINA became a wholly
owned subsidiary of Sun International Hotels Limited ("SIHL"), a
corporation organized under the laws of the Commonwealth of The Bahamas,
through a merger transaction (the "Merger") approved by shareholders of
SINA.
The Merger was accounted for as a purchase and, according to an
accounting practice known as "push-down" accounting, RIHF adjusted its
assets and liabilities to their estimated fair values. In doing so,
both its notes receivable from an affiliate and its long-term debt were
written up by $27.6 million to market value as of the Effective Date.
Because the impact of the basis adjustments on RIHF's statement of
operations for the period between the Effective Date and December 31,
1996 was immaterial, RIHF recorded the basis adjustments as of December
31, 1996. The impact on RIHF's operations is reflected in its
statements of operations commencing January 1, 1997.
NOTE 3 - NOTES RECEIVABLE FROM AFFILIATE AND LONG-TERM DEBT
The components of long-term debt at December 31 were as follows:
(In Thousands of Dollars) 1997 1996
Mortgage Notes $5,354 $125,000
Unamortized premium 285 7,500
5,639 132,500
Junior Mortgage Notes 1,095 35,000
Less notes held by RIH - (12,899)
1,095 22,101
Unamortized premium 60 1,326
1,155 23,427
$6,794 $158,244
Prior to the Merger, RIHF had publically outstanding $125 million
principal amount of 11% Mortgage Notes due 2003 (the "Mortgage Notes")
and $35 million principal amount of 11.375% Junior Mortgage Notes due
2004 (the "Junior Mortgage Notes"). In connection with the Mortgage
Notes and the Junior Mortgage Notes, RIHF held two notes receivable from
Resorts International Hotel, Inc. ("RIH"), the indirect subsidiary of
SINA which owns and operates Resorts Casino Hotel in Atlantic City, New
Jersey. Pursuant to the terms of the Merger, each $1,000 principal
amount of Junior Mortgage Notes trades as part of a unit (the "Units")
along with .1928 ordinary share of SIHL. The $125 million note
receivable from RIH (the "RIH Promissory Note") and the $35 million note
receivable from RIH (the "RIH Junior Promissory Note," and together with
the RIH Promissory Note, the "RIH Notes") had terms which mirrored the
terms of the Mortgage Notes and the Junior Mortgage Notes, respectively.
In February 1997, RIHF mailed to each holder of its Mortgage
Notes and Junior Mortgage Notes an Offer to Purchase and Consent
Solicitation Statement offering to purchase for cash (the "Offer") the
outstanding Mortgage Notes and Junior Mortgage Notes and soliciting
consents (the "Solicitation") for amending the indentures pursuant to
which those securities were issued (the "Indentures") to, among other
things, release the collateral for the Mortgage Notes and the Junior
Mortgage Notes. This collateral consisted of liens on certain real and
personal property in Atlantic City. The aggregate purchase price for
acquiring the tendered securities, excluding accrued interest, totaled
$153.7 million. $5.4 million principal amount of Mortgage Notes and
$1.1 million principal amount of Junior Mortgage Notes were not validly
tendered and, therefore, not purchased pursuant to the Offer. These
securities remain outstanding as unsecured obligations. The remaining
Junior Mortgage Notes continue to trade as part of Units.
RIH transferred to RIHF (i) funds needed to purchase the Mortgage
Notes and Junior Mortgage Notes tendered to RIHF pursuant to the Offer
and (ii) $12.9 million Junior Mortgage Notes owned by RIH. In exchange
for this, the RIH Notes were canceled and RIH issued new promissory
notes (the "New RIH Notes") to RIHF in the amounts of, and with terms
that mirror, the remaining Mortgage Notes and Junior Mortgage Notes.
Due to the interest rates and terms thereof, the carrying values of
the notes receivable from affiliate and long-term debt at December 31,
1997 and 1996 approximate their fair values.
No principal payments are due on the Mortgage Notes or the Junior
Mortgage Notes during the next five years.
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) 1997 1996 1995
Reconciliation of net earnings
to net cash provided by
operating activities:
Net earnings $ -0- $ -0- $ -0-
Amortization of debt
discounts (premiums) (204) 1,527 1,452
Amortization of (discounts)
premiums on affiliated notes
receivable 204 (1,527) (1,452)
Net (increase) decrease in
interest receivable from
affiliate 4,061 (131)
Net increase (decrease)in
accrued interest payable (4,061) 131
Net cash provided by
operating activities $ -0- $ -0- $ -0-
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 I 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
(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.
(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)(b)(10) Form of First Supplemental Indenture dated as of March 5,
1997, 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)(b)(10) to SINA's Form 10-K for the year ended December
31, 1996 in File No. 1-4748.)
(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.)
(4)(c)(10) Form of First Supplemental Indenture dated as of March 5,
1997, 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)(c)(10) to SINA's
Form 10-K for the year ended December 31, 1996 in File No.
1-4748.)
(10)(a) Form of Intercreditor Agreement by and among RIHF, RIH,
SINA, 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) Form 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 Reports on Form 8-K were filed during the fourth quarter
of 1997. No amendments to previously filed Forms 8-K were filed during
the fourth quarter of 1997.
(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-X
No financial statement schedules are included herein.
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 31, 1998 By /s/ John R. Allison
President
(Authorized Officer of Registrant
and Chief Financial Officer)
Pursuant to the requirements of the Securities and 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/ Howard B. Kerzner March 31, 1998
Howard B. Kerzner
Director
By /s/ Charles D. Adamo March 31, 1998
Charles D. Adamo
Director
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1997
EXHIBIT INDEX
Exhibit Reference to previous
Number Exhibit filing or this Form 10-K
(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.
(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.
(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)(b)(10) Form of First Incorporated by
Supplemental Indenture reference to Exhibit
dated as of March 5, (4)(b)(10) to SINA's
1997, among RIHF, as Form 10-K for the year
issuer, RIH, as ended December 31, 1996
guarantor, and State in File No. 1-4748.
Street Bank and Trust
Company of Connecticut,
National Association, as
trustee, with respect to
RIHF 11% Mortgage Notes
due 2003.
(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.
(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.
(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.
(4)(c)(10) Form of First Incorporated by
Supplemental Indenture reference to Exhibit
dated as of March 5, (4)(c)(10) to SINA's
1997, between RIHF, as Form 10-K for the year
issuer, RIH, as ended December 31, 1996
guarantor, and U.S. in File No. 1-4748.
Trust Company of
California, N.A., as
trustee, with respect to
RIHF 11.375% Junior
Mortgage Notes due 2004.
(10)(a) Form of Intercreditor Incorporated by
Agreement by and among reference to Exhibit
RIHF, RIH, SINA, 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) 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. Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RESORTS
INTERNATIONAL HOTEL FINANCING, INC.'S CONSOLIDATED FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED IN THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1997,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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $183
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> $6,977
<CURRENT-LIABILITIES> $183
<BONDS> $6,794<F1>
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $6,977
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $3,587
<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 PREMIUMS.
</FN>
</TABLE>
