<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
RESORTS INTERNATIONAL, INC.
---------------------------
(Name of Issuer)
Common Stock $.01 par value per share
-------------------------------------
(Title of Class of Securities)
761185 40 4
------------
(CUSIP Number)
Merv Griffin, c/o The Griffin Group, Inc.
780 Third Avenue, Suite 1801
New York, New York 10017
(212) 753-1503
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1994
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provision of the Act
(however, see the Notes)
(Continued on the following page(s))
Page 1 of 20 Pages
<PAGE> 2
CUSIP No. 761185 40 4 13D Page 2 of 20 Pages
<TABLE>
<S> <C>
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Mervyn E. Griffin
Check the Appropriate Box if a Member of a Group*
2 (a) /X/
(b) / /
SEC Use Only
3
Source of Funds*
4
WC
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) / /
Citizenship or Place of Organization
6
United States of America
Sole Voting Power
7
11,601,821
NUMBER Shared Voting Power
OF 8
SHARES -0-
BENEFICIALLY
OWNED BY Sole Dispositive Power
EACH 9
REPORTING 11,601,821
PERSON
WITH Shared Dispositive Power
10
-0-
Aggregate Amount Beneficially Owned by Each Reporting Person
11
12,615,192
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
Percent of Class Represented by Amount in Row (11)
13
28.3%
Type of Reporting Person*
14
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 761185 40 4 13D Page 3 of 20 Pages
<TABLE>
<S> <C>
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Thomas E. Gallagher
Check the Appropriate Box if a Member of a Group*
2 (a) /X/
(b) / /
SEC Use Only
3
Source of Funds*
4
PF
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) / /
Citizenship or Place of Organization
6
United States of America
Sole Voting Power
7
760,028
NUMBER Shared Voting Power
OF 8
SHARES -0-
BENEFICIALLY
OWNED BY Sole Dispositive Power
EACH 9
REPORTING 760,028
PERSON
WITH Shared Dispositive Power
10
-0-
Aggregate Amount Beneficially Owned by Each Reporting Person
11
12,615,192
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
Percent of Class Represented by Amount in Row (11)
13
28.3%
Type of Reporting Person*
14
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 761185 40 4 13D Page 4 of 20 Pages
<TABLE>
<S> <C>
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Lawrence Cohen
Check the Appropriate Box if a Member of a Group*
2 (a) /X/
(b) / /
SEC Use Only
3
Source of Funds*
4
PF
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) / /
Citizenship or Place of Organization
6
United States of America
Sole Voting Power
7
253,343
NUMBER Shared Voting Power
OF 8
SHARES -0-
BENEFICIALLY
OWNED BY Sole Dispositive Power
EACH 9
REPORTING 253,343
PERSON
WITH
Shared Dispositive Power
10
-0-
Aggregate Amount Beneficially Owned by Each Reporting Person
11
12,615,192
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
Percent of Class Represented by Amount in Row (11)
13
28.3%
Type of Reporting Person*
14
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $.01
per share (the "Common Stock"), of Resorts International, Inc., a Delaware
corporation ("RII"). The address of RII's principal executive office is 1133
Boardwalk, Atlantic City, New Jersey 08401.
Item 2. Identity and Background.
I. Mervyn E. Griffin
(a) This statement is being filed by Mervyn E. Griffin.
(b) Mr. Griffin's business address is c/o The Griffin Group, Inc.,
780 Third Avenue, Suite 1801, New York, New York 10017.
(c) Mr. Griffin is an entertainer and investor and he serves as the
Chairman of the Board of Directors of RII. RII's principal executive offices
are located at 1133 Boardwalk, Atlantic City, New Jersey 08401. RII is
principally engaged, through subsidiaries, in the ownership, development and
operation of casino, gaming, resort and hotel facilities in Atlantic City, New
Jersey. Mr. Griffin is also Chairman of The Griffin Group, Inc. ("TGG"), an
investment and management company that, among other things, provides management
services to Mr. Griffin's other investments. TGG's principal executive offices
are located at 780 Third Avenue, New York, New York 10017. Mr. Griffin is also
Chairman of Atlantic Resorts Holdings, Inc. ("ARH"), a corporation through
which Mr. Griffin holds certain securities of RII. ARH's principal executive
offices are located at 780 Third Avenue, New York, New York 10017.
(d) Mr. Griffin has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Griffin has not, during the past five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or which found any
violation with respect to such laws.
(f) Mr. Griffin is a citizen of the United States of America.
Page 5 of 20 Pages
<PAGE> 6
II. Thomas E. Gallagher
(a) This statement is being filed by Thomas E. Gallagher.
(b) Mr. Gallagher's business address is c/o The Griffin Group, Inc.,
780 Third Avenue, Suite 1801, New York, New York 10017.
(c) Mr. Gallagher is the President and Chief Executive Officer of TGG
and ARH. TGG is an investment and management company that, among other things,
provides management services to certain of Mr. Griffin's investments. TGG's
principal executive offices are located at 780 Third Avenue, New York, New York
10017. ARH is a corporation through which Mr. Griffin holds certain securities
of RII. ARH's principal executive offices are located at 780 Third Avenue, New
York, New York 10017. Mr. Gallagher also serves as a director of RII. RII's
principal executive offices are located at 1133 Boardwalk, Atlantic City, New
Jersey 08401. RII is principally engaged, through subsidiaries, in the
ownership, development and operation of casino, gaming, resort and hotel
facilities in Atlantic City, New Jersey. In addition, Mr. Gallagher is a
director of Players International, Inc. ("Players"), a riverboat gaming
company. Players' principal executive offices are located at 800 Bilbo Street,
Lake Charles, Louisiana 70601.
(d) Mr. Gallagher has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Gallagher has not, during the past five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or which found any
violation with respect to such laws.
(f) Mr. Gallagher is a citizen of the United States of America.
III. Lawrence Cohen
(a) This statement is being filed by Lawrence Cohen.
(b) Mr. Cohen's business address is c/o The Griffin Group, Inc., 780
Third Avenue, Suite 1801, New York, New York 10017.
(c) Mr. Cohen is the Executive Vice President and the Chief Financial
Officer of TGG and the Vice President and
Page 6 of 20 Pages
<PAGE> 7
Chief Financial Officer of ARH. TGG is an investment and management company
that, among other things, provides management services to certain of Mr.
Griffin's investments. TGG's principal executive offices are located at 780
Third Avenue, New York, New York 10017. ARH is a corporation through which Mr.
Griffin holds certain securities of RII. ARH's principal executive offices are
located at 780 Third Avenue, New York, New York 10017. Mr. Cohen is also a
director of Resorts International Hotel, Inc., GGRI, Inc. and Resorts
International Hotel Financing, Inc., all of which are affiliates of RII with
principle executive offices located at 1133 Boardwalk, Atlantic City, New
Jersey 08401.
(d) Mr. Cohen has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Cohen has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or which found any violation with respect
to such laws.
(f) Mr. Cohen is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
I. Mervyn E. Griffin
Pursuant to the first reorganization of RII and certain of its
subsidiaries under Chapter 11 of Title 11 of the United States Codes ("Chapter
11 Proceedings"), Mr. Griffin received an aggregate of 4,400,000 shares of
common stock of RII in exchange for $12,345,918 in cash, a one-year promissory
note in the amount of $11,000,000 secured by a bank letter of credit, his
agreement to the merger of the wholly-owned parent of RII into a newly formed
subsidiary of RII and the cancellation of the previously outstanding common
stock of RII, and his agreement to waive certain rights in the Chapter 11
Proceedings and to provide certain services to RII for a period of two years.
Mr. Griffin also made a $10,000 capital contribution to the former parent of
RII prior to the above-referenced merger. The sources of the above-referenced
funds were Mr. Griffin's personal funds.
In connection with a subsequent reorganization of RII in Chapter 11
Proceedings completed on May 3, 1994, ARH received Warrants (the "Warrants") to
purchase 4,666,850 shares of RII Common Stock. The Warrants were initially to
be issued to TGG as compensation pursuant to a License and Services Agreement,
dated as of September 17, 1992 (the
Page 7 of 20 Pages
<PAGE> 8
"License Agreement"), between TGG and RII. The right to receive the Warrants
was assigned to ARH by TGG by an Assignment dated April 20, 1994. On
September 1, 1994, ARH sold (i) Warrants to purchase 700,028 shares of RII
Common Stock to Mr. Gallagher for an aggregate price of $35,001.40 and (ii)
Warrants to purchase 233,343 shares of RII Common Stock to Mr. Cohen for an
aggregate price of $11,667.15, each in a private transaction. The outstanding
shares of TGG and ARH are owned by The Merv Griffin Living Trust ("Trust"), for
which Mr. Griffin acts as Trustee and, in that capacity, has investment and
voting control over securities held by the Trust. The Warrants are currently
exercisable. Accordingly, Mr. Griffin may be deemed to be the beneficial owner
of the 3,733,479 shares of RII Common Stock subject to the Warrants held by
ARH.
On July 15, 1994, ARH acquired 711,000 shares of RII Common Stock in
the open market for an aggregate purchase price of $533,250. The source of
funds for the acquisition was the working capital of ARH. The outstanding
shares of ARH are owned by the Trust, for which Mr. Griffin acts as Trustee
and, in that capacity, has investment and voting control over securities held
by the Trust. Accordingly, Mr. Griffin may be deemed to be the beneficial
owner of the 711,000 shares of RII Common Stock acquired by ARH on July 15,
1994.
On July 21, 1994, ARH acquired (i) 450,000 shares of RII Common Stock
in the open market for an aggregate purchase price of $337,500 and (ii) 42,100
shares of RII Common Stock in the open market for an aggregate purchase price
of $36,837.50. The source of funds for each acquisition was the working
capital of ARH. The outstanding shares of ARH are owned by the Trust, for
which Mr. Griffin acts as Trustee and, in that capacity, has investment and
voting control over securities held by the Trust. Accordingly, Mr. Griffin may
be deemed to be the beneficial owner of the 492,100 shares of RII Common Stock
acquired by ARH on July 21, 1994.
On July 22, 1994, ARH acquired 80,900 shares of RII Common Stock in
the open market for an aggregate purchase price of $70,787.50. The source of
funds for the acquisition was the working capital of ARH. The outstanding
shares of ARH are owned by the Trust, for which Mr. Griffin acts as Trustee
and, in that capacity, has investment and voting control over securities held
by the Trust. Accordingly, Mr. Griffin may be deemed to be the beneficial
owner of the 80,900 shares of RII Common Stock acquired by ARH on July 22,
1994.
On July 27, 1994, ARH acquired 244,027 shares of RII Common Stock in
the open market for an aggregate purchase price of $213,523.63. The source of
funds for the acquisition was the working capital of ARH. The outstanding
shares of ARH are owned by the Trust, for which Mr. Griffin acts as Trustee
and, in that capacity, has investment and voting control over
Page 8 of 20 Pages
<PAGE> 9
securities held by the Trust. Accordingly, Mr. Griffin may be deemed to be the
beneficial owner of the 244,027 shares of RII Common Stock acquired by ARH on
July 27, 1994.
On July 28, 1994, ARH acquired 2,200 shares of RII Common Stock in
the open market for an aggregate purchase price of $1,925.00. The source of
funds for the acquisition was the working capital of ARH. The outstanding
shares of ARH are owned by the Trust, for which Mr. Griffin acts as Trustee
and, in that capacity, has investment and voting control over securities held
by the Trust. Accordingly, Mr. Griffin may be deemed to be the beneficial
owner of the 2,200 shares of RII Common Stock acquired by ARH on July 28, 1994.
On August 1, 1994, RII agreed to issue to ARH, as assignee of TGG,
1,940,000 shares of RII Common Stock in satisfaction of RII's obligation to pay
TGG the sum of $2,425,000 on September 17, 1995 as the final payment due under
the License Agreement. TGG assigned its right to receive the 1,940,000 shares
of RII Common Stock to ARH on August 1, 1994. RII intends to issue the
1,940,000 shares to ARH as soon as reasonably practicable. The high, low and
closing per share prices of RII Common Stock on August 1, 1994, as quoted by
The American Stock Exchange, were $1.00, $1.125 and $1.0625, respectively. The
outstanding shares of TGG and ARH are owned by the Trust, for which Mr. Griffin
acts as Trustee and, in that capacity, has investment and voting control over
securities held by the Trust. Accordingly, Mr. Griffin may be deemed to be the
beneficial owner of the 1,940,000 shares of RII Common Stock to be issued to
ARH.
II. Thomas E. Gallagher
On July 22, 1994, Mr. Gallagher acquired 15,000 shares of RII Common
Stock in the open market for an aggregate purchase price of $13,125.00. The
source of funds for the acquisition was Mr. Gallagher's personal funds.
On July 27, 1994, Mr. Gallagher acquired 45,000 shares of RII Common
Stock in the open market for an aggregate purchase price of $39,375.00. The
source of funds for the acquisition was Mr. Gallagher's personal funds.
On September 1, 1994, Mr. Gallagher, in a private transaction,
acquired Warrants to purchase 700,028 shares of RII Common Stock from ARH for
an aggregate purchase price of $35,001.40. The source of funds for the
acquisition was Mr. Gallagher's personal funds. The Warrants are currently
exercisable.
III. Lawrence Cohen
On July 22, 1994, Mr. Cohen acquired 5,000 shares of RII Common Stock
in the open market for an aggregate purchase
Page 9 of 20 Pages
<PAGE> 10
price of $4,375.00. The source of funds for the acquisition was Mr. Cohen's
personal funds.
On July 27, 1994, Mr. Cohen acquired 15,000 shares of RII Common
Stock in the open market for an aggregate purchase price of $13,125.00. The
source of funds for the acquisition was Mr. Cohen's personal funds.
On September 1, 1994, Mr. Cohen, in a private transaction, acquired
Warrants to purchase 233,343 shares RII Common Stock from ARH for an aggregate
purchase price of $11,667.15. The source of funds for the acquisition was Mr.
Cohen's personal funds. The Warrants are currently exercisable.
Item 4. Purpose of Transaction.
I. Mervyn E. Griffin
Mr. Griffin acquired the first 4,400,000 shares of Common Stock in
connection with the first restructuring of RII pursuant to the Chapter 11
Proceedings. Mr. Griffin later sold 1,885 shares of Common Stock on the
American Stock Exchange on December 19, 1991.
TGG agreed to accept the Warrants to purchase 4,666,850 shares of RII
Common Stock in partial compensation for services rendered under the License
Agreement and subsequently assigned its rights to receive the First Warrant to
ARH. The Warrants were issued in connection with the second restructuring of
RII pursuant to the Plan of Reorganization of RII and certain of its
subsidiaries (the "New Plan of Reorganization"), which Plan was consummated on
May 3, 1994.
On July 15, 1994, ARH acquired 711,000 shares of RII Common Stock in
the open market in order to increase its ownership interest in RII. The
outstanding shares of ARH are owned by the Trust, for which Mr. Griffin acts as
Trustee and, in that capacity, has investment and voting control over
securities held by the Trust. Accordingly, Mr. Griffin may be deemed to be the
beneficial owner of the 711,000 shares of RII Common Stock acquired by ARH on
July 15, 1994.
On July 21, 1994, ARH acquired an aggregate of 492,100 shares of RII
Common Stock in the open market in order to increase its ownership interest in
RII. The outstanding shares of ARH are owned by the Trust, for which Mr.
Griffin acts as Trustee and, in that capacity, has investment and voting
control over securities held by the Trust. Accordingly, Mr. Griffin may be
deemed to be the beneficial owner of the 492,100 shares of RII Common Stock
acquired by ARH on July 21, 1994.
Page 10 of 20 Pages
<PAGE> 11
On July 22, 1994, ARH acquired 80,900 shares of RII Common Stock in
the open market in order to increase its ownership interest in RII. The
outstanding shares of ARH are owned by the Trust, for which Mr. Griffin acts as
Trustee and, in that capacity, has investment and voting control over
securities held by the Trust. Accordingly, Mr. Griffin may be deemed to be the
beneficial owner of the 80,900 shares of RII Common Stock acquired by ARH on
July 22, 1994.
On July 27, 1994, ARH acquired 244,027 shares of RII Common Stock in
the open market in order to increase its ownership interest in RII. The
outstanding shares of ARH are owned by the Trust, for which Mr. Griffin acts as
Trustee and, in that capacity, has investment and voting control over
securities held by the Trust. Accordingly, Mr. Griffin may be deemed to be the
beneficial owner of the 244,027 shares of RII Common Stock acquired by ARH on
July 27, 1994.
On July 28, 1994, ARH acquired 2,200 shares of RII Common Stock in
the open market in order to increase its ownership interest in RII. The
outstanding shares of ARH are owned by the Trust, for which Mr. Griffin acts as
Trustee and, in that capacity, has investment and voting control over
securities held by the Trust. Accordingly, Mr. Griffin may be deemed to be the
beneficial owner of the 2,200 shares of RII Common Stock acquired by ARH on
July 28, 1994.
On August 1, 1004, RII agreed to issue 1,940,000 shares of RII Common
Stock to ARH for the consideration described in Item 3.
On September 1, 1994, ARH sold Warrants to purchase 700,028 and
233,343 shares of RII Common Stock to Mr. Gallagher and Mr. Cohen,
respectively, in private transactions.
Mr. Griffin may from time to time in the future acquire additional
shares of Common Stock of RII pursuant to privately negotiated transactions or
in the open market. The purpose of any such acquisition would be to increase
his ownership interest in RII.
Mr. Griffin is not currently involved in any plan or proposal that
would result in any of the following:
(a) the acquisition by any person of additional securities of RII, or
the disposition of securities of RII;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving RII or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of RII or any
of its subsidiaries;
Page 11 of 20 Pages
<PAGE> 12
(d) any change in the present board of directors or management of
RII, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of RII;
(f) any other material change in RII's business or corporate
structure;
(g) changes in RII's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) causing the Common Stock to be delisted from the American Stock
Exchange;
(i) the Common Stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1934; or
(j) any action similar to any of those listed above.
II. Thomas E. Gallagher
On July 22, 1994, Mr. Gallagher acquired 15,000 shares of RII Common
Stock in the open market in order to acquire an ownership interest in RII.
On July 27, 1994, Mr. Gallagher acquired 45,000 shares of RII Common
Stock in the open market in order to increase his ownership interest in RII.
On September 1, 1994, Mr. Gallagher acquired Warrants to purchase
700,028 shares of RII Common Stock from ARH in a private transaction in order
to increase his ownership interest in RII.
Mr. Gallagher may from time to time in the future acquire additional
shares of Common Stock of RII pursuant to privately negotiated transactions or
in the open market. The purpose of any such acquisition would be to increase
his ownership interest in RII.
Mr. Gallagher is not currently involved in any plan or proposal that
would result in any of the following:
(a) the acquisition by any person of additional securities of RII, or
the disposition of securities of RII;
Page 12 of 20 Pages
<PAGE> 13
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving RII or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of RII or any
of its subsidiaries;
(d) any change in the present board of directors or management of
RII, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of RII;
(f) any other material change in RII's business or corporate
structure;
(g) changes in RII's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) causing the Common Stock to be delisted from the American Stock
Exchange;
(i) the Common Stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1934; or
(j) any action similar to any of those listed above.
III. Lawrence Cohen
On July 22, 1994, Mr. Cohen acquired 5,000 shares of RII Common Stock
in the open market in order to acquire an ownership interest in RII.
On July 27, 1994, Mr. Cohen acquired 15,000 shares of RII Common
Stock in the open market in order to increase his ownership interest in RII.
On September 1, 1994, Mr. Cohen acquired Warrants to purchase 233,343
shares of RII Common Stock from ARH in a private transaction in order to
increase his ownership interest in RII.
Mr. Cohen may from time to time in the future acquire additional
shares of Common Stock of RII pursuant to privately negotiated transactions or
in the open market. The purpose of any such acquisition would be to increase
his ownership interest in RII.
Page 13 of 20 Pages
<PAGE> 14
Mr. Cohen is not currently involved in any plan or proposal that
would result in any of the following:
(a) the acquisition by any person of additional securities of RII, or
the disposition of securities of RII;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving RII or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of RII or any
of its subsidiaries;
(d) any change in the present board of directors or management of
RII, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of RII;
(f) any other material change in RII's business or corporate
structure;
(g) changes in RII's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) causing the Common Stock to be delisted from the American Stock
Exchange;
(i) the Common Stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1934; or
(j) any action similar to any of those listed above.
Item 5. Interest in the Securities of the Issuer.
I. Mervyn E. Griffin
(a) Mr. Griffin, individually and through his ownership interest in
ARH, beneficially owns 11,601,821 shares of the Common Stock (of which
5,928,342 shares are issued and outstanding, 1,940,000 shares (the "License
Shares") are to be issued as soon as practicable and 3,733,479 shares are
issuable upon exercise of the Warrants owned by ARH) constituting 26.0% of the
total issued and outstanding shares of the Common Stock of RII (assuming
issuance of the License Shares and exercise of the Warrants owned by ARH). In
addition, ARH has the right to repurchase certain of the Warrants held by
Messrs. Gallagher and Cohen pursuant to the letter agreement referred to in
Item 6(I) below. Because of
Page 14 of 20 Pages
<PAGE> 15
the fact that Messrs. Gallagher and Cohen are executive officers of TGG and ARH
and the outstanding shares of TGG and ARH are owned by the Trust, for which Mr.
Griffin acts as Trustee and, in that capacity, has investment and voting
control over securities held by the Trust, Messrs. Griffin, Gallagher and Cohen
may be deemed to be members of a "group" for purposes of Rule 13d-5(b)(1).
Accordingly, Mr. Griffin also may be deemed to be the beneficial owner of
760,028 shares of RII Common Stock owned by Mr. Gallagher (of which 60,000
shares are issued and outstanding and 700,028 shares are issuable upon exercise
of the Warrants owned by Mr. Gallagher) and 253,343 shares of RII Common Stock
owned by Mr. Cohen (of which 20,000 shares are issued and outstanding and
233,343 shares are issuable upon exercise of the Warrants owned by Mr. Cohen).
As a result, Messrs. Griffin, Gallagher and Cohen, as a group, may be deemed to
beneficially own 12,615,192 shares of the Common Stock constituting 28.3% of
the total issued and outstanding shares of the Common Stock of RII (assuming
issuance of the License Shares and exercise of the Warrants).
(b) Mr. Griffin exercises (i) sole voting and dispositive power for
5,928,342 shares of the Common Stock and (ii) sole dispositive power and, when
issued, sole voting power over 5,673,479 shares issuable upon the issuance of
the License Shares and the exercise of the Warrants owned by ARH.
(c) Mr. Griffin initially acquired 4,400,000 shares of Common Stock
in connection with the first restructuring of RII pursuant to the first Plan of
Reorganization in exchange for the consideration described in Item 3 herein. On
December 19, 1991, Mr. Griffin sold 1,885 shares of Common Stock at $1.00 per
share on the American Stock Exchange. ARH received the Warrant on May 3, 1994
for the consideration described in Item 3 in connection with the second
restructuring of RII pursuant to the New Plan of Reorganization. On July 15,
1994, ARH acquired 711,000 shares of RII Common Stock in the open market at
$0.75 per share. On July 21, 1994, ARH acquired (i) 450,000 shares of RII
Common Stock in the open market at $0.75 per share and (ii) 42,100 shares of
RII Common Stock in the open market at $0.875 per share. On July 22, 1994, ARH
acquired 80,900 shares of RII Common Stock in the open market at $0.875 per
share. On July 27, 1994, ARH acquired 244,027 shares of RII Common Stock in
the open market at $0.875 per share. On July 28, 1994, ARH acquired 2,200
shares of RII Common Stock in the open market at $0.875 per share. On August
1, 1994, RII agreed to issue 1,940,000 shares of RII Common Stock for the
consideration described in Item 3. On September 1, 1994, ARH, in private
transactions, sold Warrants to purchase 700,028 and 233,343 shares of RII
Common Stock to Mr. Gallagher and Mr. Cohen, respectively, at $0.05 per
Warrant.
Page 15 of 20 Pages
<PAGE> 16
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock beneficially owned by Mr. Griffin in his individual
capacity or through his ownership interest in ARH.
(e) Not Applicable.
II. Thomas E. Gallagher
(a) Mr. Gallagher, individually, beneficially owns 760,028 shares of
the Common Stock (of which 60,000 shares are issued and outstanding and 700,028
shares are issuable upon exercise of the Warrants owned by Mr. Gallagher)
constituting 0.17% of the total issued and outstanding shares of the Common
Stock of RII. Because of the fact that Messrs. Gallagher and Cohen are
executive officers of TGG and ARH and the outstanding shares of TGG and ARH are
owned by the Trust, for which Mr. Griffin acts as Trustee and, in that
capacity, has investment and voting control over securities held by the Trust,
Messrs. Griffin, Gallagher and Cohen may be deemed to be members of a "group"
for purposes of Rule 13d-5(b)(1). Accordingly, Mr. Gallagher also may be
deemed to be the beneficial owner of 11,601,821 shares of RII Common Stock
owned by Mr. Griffin (of which 5,928,342 shares are issued and outstanding,
1,940,000 shares are to be issued as soon as practicable and 3,733,479 shares
are issuable upon exercise of the Warrants owned by ARH) and 253,343 shares of
RII Common Stock owned by Mr. Cohen (of which 20,000 shares are issued and
outstanding and 233,343 shares are issuable upon exercise of the Warrants owned
by Mr. Cohen). As a result, Messrs. Griffin, Gallagher and Cohen, as a group,
may be deemed to beneficially own 12,615,192 shares of the Common Stock
constituting 28.3% of the total issued and outstanding shares of the Common
Stock of RII (assuming the issuance of the License Shares and the exercise of
the Warrant).
(b) Mr. Gallagher exercises (i) sole voting and dispositive power for
60,000 shares of the Common Stock and (ii) subject to the provisions described
in Item 6 (II) below, sole dispositive power and, when issued, sole voting
power over 700,028 shares issuable upon exercise of the Warrants owned by Mr.
Gallagher.
(c) On July 22, 1994, Mr. Gallagher acquired 15,000 shares of RII
Common Stock in the open market at $0.875 per share. On July 27, 1994, Mr.
Gallagher acquired 45,000 shares of RII Common Stock in the open market at
$0.875 per share. On September 1, 1994, Mr. Gallagher acquired Warrants to
purchase 700,028 shares of RII Common Stock from ARH in a private transaction
at $0.05 per Warrant.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from,
Page 16 of 20 Pages
<PAGE> 17
or the proceeds from the sale of, the Common Stock beneficially owned by Mr.
Gallagher in his individual capacity.
(e) Not Applicable.
III. Lawrence Cohen
(a) Mr. Cohen, individually, beneficially owns 253,343 shares of the
Common Stock (of which 20,000 shares are issued and outstanding and 233,343
shares are issuable upon exercise of the Warrants owned by Mr. Cohen)
constituting 0.06% of the total issued and outstanding shares of the Common
Stock of RII. Because of the fact that Messrs. Gallagher and Cohen are
executive officers of TGG and ARH and the outstanding shares of TGG and ARH are
owned by the Trust, for which Mr. Griffin acts as Trustee and, in that
capacity, has investment and voting control over securities held by the Trust,
Messrs. Griffin, Gallagher and Cohen may be deemed to be members of a "group"
for purposes of Rule 13d-5(b)(1). Accordingly, Mr. Cohen also may be deemed to
be the beneficial owner of 11,601,821 shares of RII Common Stock owned by Mr.
Griffin (of which 5,928,342 shares are issued and outstanding, 1,940,000 shares
are to be issued as soon as practicable and 3,733,479 shares are issuable upon
exercise of the Warrants owned by ARH) and 760,028 shares of RII Common Stock
owned by Mr. Gallagher (of which 60,000 shares are issued and outstanding and
700,028 shares are issuable upon exercise of the Warrants owned by
Mr. Gallagher). As a result, Messrs. Griffin, Gallagher and Cohen, as a group,
may be deemed to beneficially own 12,615,192 shares of the Common Stock
constituting 28.3% of the total issued and outstanding shares of the Common
Stock of RII (assuming the issuance of the License Shares and the exercise of
the Warrant).
(b) Mr. Cohen exercises (i) sole voting and dispositive power for
20,000 shares of the Common Stock and (ii) subject to the provisions described
in Item 6 (III) below, sole dispositive power and, when issued, sole voting
power over 233,343 shares issuable upon exercise of the Warrants owned by Mr.
Cohen.
(c) On July 22, 1994, Mr. Cohen acquired 5,000 shares of RII Common
Stock in the open market at $0.875 per share. On July 27, 1994, Mr. Cohen
acquired 15,000 shares of RII Common Stock in the open market at $0.875 per
share. On September 1, 1994, Mr. Cohen acquired Warrants to purchase 233,343
shares of RII Common Stock from ARH in a private transaction at $0.05 per
Warrant.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock beneficially owned by Mr. Cohen in his individual
capacity.
Page 17 of 20 Pages
<PAGE> 18
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
I. Mervyn E. Griffin
Because of the fact that Messrs. Gallagher and Cohen are executive
officers of TGG and ARH and the outstanding shares of TGG and ARH are owned by
the Trust, for which Mr. Griffin acts as Trustee and, in that capacity, has
investment and voting control over securities held by the Trust, Messrs.
Griffin, Gallagher and Cohen may be deemed to be members of a "group" for
purposes of Rule 13d-5(b)(1).
Pursuant an understanding with Mr. David P. Hanlon, former President
and Chief Executive Officer of RII, Mr. Griffin is to be granted a right of
first refusal upon any disposition of shares of Common Stock acquired by Mr.
Hanlon pursuant to the option granted to Mr. Hanlon under a prior Senior
Management Stock Option Plan of RII. A definitive agreement has not yet been
executed by the parties. Pursuant to Mr. Hanlon's option, he has the right to
acquire up to 1,089,275 shares of Common Stock (the "Option Shares"). The
option is presently exercisable.
Pursuant to agreements, dated as of September 1, 1994, between ARH
and each of Mr. Gallagher and Mr. Cohen, ARH has been granted the right to
repurchase (i) from Mr. Gallagher (a) at any time prior to September 1, 1995,
Warrants to purchase up to 466,685 shares of RII Common Stock or (b) at any
time after September 1, 1995 but prior to September 1, 1996, Warrants to
purchase up to 233,343 shares of RII Common Stock and (ii) from Mr. Cohen (a)
at any time prior to September 1, 1995, Warrants to purchase up to 155,562
shares of RII Common Stock or (b) at any time after September 1, 1995 but prior
to September 1, 1996, Warrants to purchase up to 77,781 shares of RII Common
Stock, in each case at $0.05 per Warrant.
There are no other contracts, arrangements, understandings or
relationships between Mr. Griffin and anyone else with respect to any
securities of RII.
II. Thomas E. Gallagher
Because of the fact that Messrs. Gallagher and Cohen are executive
officers of TGG and ARH and the outstanding shares of TGG and ARH are owned by
the Trust, for which Mr. Griffin acts as Trustee and, in that capacity, has
investment and voting control over securities held by the Trust, Messrs.
Griffin, Gallagher and Cohen may be deemed to be members of a "group" for
purposes of Rule 13d-5(b)(1).
Page 18 of 20 Pages
<PAGE> 19
Pursuant to an agreement between Mr. Gallagher and ARH, dated as of
September 1, 1994, ARH has been granted the right to repurchase from Mr.
Gallagher (i) at any time prior to September 1, 1995, Warrants to purchase up
to 466,685 shares of RII Common Stock or (ii) at any time after September 1,
1995 but prior to September 1, 1996, Warrants to purchase up to 233,343 shares
of RII Common Stock, in each case at $0.05 per Warrant.
There are no other contracts, arrangements, understandings or
relationships between Mr. Gallagher and anyone else with respect to any
securities of RII.
III. Lawrence Cohen
Because of the fact that Messrs. Gallagher and Cohen are executive
officers of TGG and ARH and the outstanding shares of TGG and ARH are owned by
the Trust, for which Mr. Griffin acts as Trustee and, in that capacity, has
investment and voting control over securities held by the Trust, Messrs.
Griffin, Gallagher and Cohen may be deemed to be members of a "group" for
purposes of Rule 13d-5(b)(1).
Pursuant to an agreement between Mr. Cohen and ARH, dated as of
September 1, 1994, ARH has been granted the right to repurchase from Mr. Cohen
(i) at any time prior to September 1, 1995, Warrants to purchase up to 155,562
shares of RII Common Stock or (ii) at any time after September 1, 1995 but
prior to September 1, 1996, Warrants to purchase up to 77,781 shares of RII
Common Stock, in each case at $0.05 per Warrant.
There are no other contracts, arrangements, understandings or
relationships between Mr. Cohen and anyone else with respect to any securities
of RII.
Item 7. Material to be Filed as Exhibits.
A. Agreement, dated as of September 1, 1994, between ARH and
Thomas E. Gallagher.
B. Agreement, dated as of September 1, 1994, between ARH and
Lawrence Cohen.
Page 19 of 20 Pages
<PAGE> 20
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
September 8, 1994
- ---------------------------
DATE
/s/Mervyn E. Griffin
- ---------------------------
Mervyn E. Griffin
September 8, 1994
- ---------------------------
DATE
/s/Thomas E. Gallagher
- ---------------------------
Thomas E. Gallagher
September 8, 1994
- ---------------------------
DATE
/s/Lawrence Cohen
- ---------------------------
Lawrence Cohen
Page 20 of 20 Pages
<PAGE> 21
EXHIBIT INDEX
Exhibit
No. Description
- ------- ------------
99.A Agreement, dated as of September 1, 1994, between ARH and
Thomas E. Gallagher.
99.B Agreement, dated as of September 1, 1994, between ARH and
Lawrence Cohen.
<PAGE> 1
EXHIBIT A
<PAGE> 2
AGREEMENT
This Agreement is made as of September 1, 1994 by and between Atlantic
Resorts Holdings, Inc., a Delaware corporation ("ARH") and Thomas E. Gallagher
("Gallagher").
RECITALS
A. ARH owns a warrant (the "Warrant") to purchase 4,666,850
shares of common stock of Resorts International, Inc.
("Resorts"), a copy of which is attached hereto as Exhibit A;
and
B. Gallagher wishes to purchase from ARH a portion of the Warrant
relating to 700,028 shares (the "Purchased Shares").
NOW THEREFORE, in consideration of the premises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follow:
1. Purchase and Sale. Gallagher hereby agrees to purchase and
ARH hereby agrees to sell to Gallagher a portion of the Warrant relating to the
right to purchase the Purchased Shares. In consideration of the sale
contemplated hereby, Gallagher agrees to pay to ARH the sum of $.05 per share,
or $35,001.40 in the aggregate, concurrently with execution and delivery of
this Agreement. ARH will promptly take all action necessary to cause issuance
of a separate warrant to Gallagher evidencing the sale contemplated by this
Agreement.
2. Repurchase Right. ARH shall have the right (the "Repurchase
Right"), until August 31, 1995, to repurchase warrants evidencing 466,685
Purchased Shares at a purchase price per share equal to $.05 (the "Repurchase
Price"). From September 1, 1995 through August 31, 1996, ARH shall have the
right to repurchase warrants evidencing 233,343 Purchased Shares at the
Repurchase Price. The Repurchase Right granted hereby shall be void and of no
further force or effect from and after such time Merv Griffin ceases to be
Chairman of the Board of Resorts.
3. Governing Law. This Agreement shall be governed under the
laws of the State of New York.
4. Modifications and Amendments. This Agreement may be modified
only by a writing signed by each of the parties hereto.
<PAGE> 3
IN WITNESS WHEREOF, the undersigned appear and do set their hand this
1st day of September, 1994.
Atlantic Resorts Holdings, Inc.
By:
-----------------------------
Lawrence Cohen, Vice President
----------------------------------
Thomas E. Gallagher
2
<PAGE> 1
EXHIBIT B
<PAGE> 2
AGREEMENT
This Agreement is made as of September 1, 1994 by and between Atlantic
Resorts Holdings, Inc., a Delaware corporation ("ARH") and Lawrence Cohen
("Cohen").
RECITALS
A. ARH owns a warrant (the "Warrant") to purchase 4,666,850
shares of common stock of Resorts International, Inc.
("Resorts"), a copy of which is attached hereto as Exhibit A;
and
B. Cohen wishes to purchase from ARH a portion of the Warrant
relating to 233,343 shares (the "Purchased Shares").
NOW THEREFORE, in consideration of the premises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follow:
1. Purchase and Sale. Cohen hereby agrees to purchase and ARH
hereby agrees to sell to Cohen a portion of the Warrant relating to the right
to purchase the Purchased Shares. In consideration of the sale contemplated
hereby, Cohen agrees to pay to ARH the sum of $.05 per share, or $11,667.15 in
the aggregate, concurrently with execution and delivery of this Agreement. ARH
will promptly take all action necessary to cause issuance of a separate warrant
to Cohen evidencing the sale contemplated by this Agreement.
2. Repurchase Right. ARH shall have the right (the "Repurchase
Right"), until August 31, 1995, to repurchase warrants evidencing 155,562
Purchased Shares at a purchase price per share equal to $.05 (the "Repurchase
Price"). From September 1, 1995 through August 31, 1996, ARH shall have the
right to repurchase warrants evidencing 77,781 Purchased Shares at the
Repurchase Price. The Repurchase Right granted hereby shall be void and of no
further force or effect from and after such time Merv Griffin ceases to be
Chairman of the Board of Resorts.
3. Governing Law. This Agreement shall be governed under the
laws of the State of New York.
4. Modifications and Amendments. This Agreement may be modified
only by a writing signed by each of the parties hereto.
<PAGE> 3
IN WITNESS WHEREOF, the undersigned appear and do set their hand this
1st day of September, 1994.
Atlantic Resorts Holdings, Inc.
By:
-----------------------------
Thomas E. Gallagher, President
----------------------------------
Lawrence Cohen
2
