Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF l934
For the quarterly period ended March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-4748
Resorts International, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 59-0763055
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1133 Boardwalk, Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip Code)
(609) 344-6000
(Registrant's telephone number,
including area code)
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 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
Number of shares outstanding of registrant's common stock as of May 6,
1994: 37,754,172.
Total No. of Pages 27
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RESORTS INTERNATIONAL, INC.
FORM l0-Q
INDEX
Page Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements
of Operations for the
Quarters Ended March 31, 1994
and 1993 3
Consolidated Balance Sheets
at March 31, 1994 and
December 31, 1993 4
Consolidated Statements
of Cash Flows for the
Quarters Ended March 31, 1994
and 1993 5
Notes to Consolidated
Financial Statements 6
Pro Forma Financial Data 11
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 17
Part II. Other Information
Item 1. Legal Proceedings 22
Item 2. Changes in Securities 22
Item 3. Defaults Upon Senior Securities 23
Item 4. Submission of Matters to a
Vote of Security Holders 23
Item 5. Other Information 24
Item 6. Exhibits and Reports on
Form 8-K 24
2
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PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, except per share data)
(Unaudited)
Quarter Ended
March 31,
1994 1993
Revenues:
Casino $ 74,728 $ 77,832
Rooms 11,500 10,972
Food and beverage 13,344 12,444
Other casino/hotel revenues 6,829 6,549
Other operating revenues 3,441 4,388
Real estate related 2,030 1,969
111,872 114,154
Expenses:
Casino 48,393 46,961
Rooms 2,789 2,817
Food and beverage 10,446 10,175
Other casino/hotel operating expenses 17,146 16,539
Other operating expenses 2,623 3,551
Selling, general and administrative 16,648 18,074
Provision for doubtful receivables 816 1,031
Depreciation 6,305 6,549
Real estate related 316 370
Unallocated corporate expense (1,722) (1,019)
103,760 105,048
Earnings from operations 8,112 9,106
Other income (deductions):
Interest income 689 843
Interest expense (18,125) (10,897)
Amortization of debt discount (12,570) (11,357)
Recapitalization costs (4,382) (593)
Proceeds from Litigation Trust 2,542
Net loss $(23,734) $(12,898)
Net loss per share of common stock $ (1.18) $ (.64)
Weighted average number of shares
outstanding 20,157 20,157
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RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, except par value)
March 31, December 31,
1994 1993
(Unaudited)
ASSETS
Current assets:
Cash (including cash equivalents
of $58,746 and $41,273) $ 76,109 $ 62,546
Restricted cash equivalents 10,119 14,248
Receivables, less allowance for doubtful
accounts of $8,414 and $7,874 19,708 19,297
Inventories 8,205 8,664
Prepaid expenses 8,168 10,664
Total current assets 122,309 115,419
Property and equipment, net of
accumulated depreciation of $88,333 and
$82,099 444,063 447,840
Deferred charges and other assets 12,758 12,526
$ 579,130 $ 575,785
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current maturities of long-term debt,
net of unamortized discount $ 201 $ 466,336
Accounts payable and accrued liabilities 67,591 84,164
Total current liabilities 67,792 550,500
Liabilities subject to compromise 509,274
Long-term debt, net of unamortized
discount 85,542 85,029
Deferred income taxes 54,000 54,000
Shareholders' deficit:
Common stock - $.01 par value 202 202
Capital in excess of par 102,092 102,092
Accumulated deficit (234,454) (210,720)
(132,160) (108,426)
Note receivable from related party (5,318) (5,318)
Total shareholders' deficit (137,478) (113,744)
$ 579,130 $ 575,785
4
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RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
Quarter Ended
March 31,
1994 1993
Cash flows from operating activities:
Cash received from customers $111,301 $114,591
Cash paid to suppliers and employees (93,489) (93,439)
Cash flow from operations before
interest and income taxes 17,812 21,152
Interest received 624 592
Interest paid (4,108) (4,063)
Income taxes refunded (paid) (46) 409
Net cash provided by operating
activities 14,282 18,090
Cash flows from investing activities:
Payments for property and equipment (2,528) (6,281)
Casino Reinvestment Development Authority
deposits and bond purchases (693) (664)
Proceeds from sale of short-term money
market security with maturity
greater than three months 885
Purchase of short-term money market
security with maturity
greater than three months (492)
Net cash used in investing
activities (3,221) (6,552)
Cash flows from financing activities:
Payments of recapitalization costs (4,127) (885)
Proceeds from Litigation Trust 2,542
Repayments of non-public debt (42) (295)
Net cash used in financing
activities (1,627) (1,180)
Net increase in cash and cash
equivalents 9,434 10,358
Cash and cash equivalents at
beginning of period 76,794 66,887
Cash and cash equivalents at
end of period $ 86,228 $ 77,245
5
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RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. General:
The accompanying consolidated interim financial statements, which
are unaudited, include the operations of Resorts International, Inc.
("RII") and its subsidiaries. The term "Company" as used herein includes
RII and/or one or more of its subsidiaries, as the context may require.
While the accompanying interim financial information is unaudited,
management of the Company believes that all adjustments necessary for a
fair presentation of these interim results have been made and all such
adjustments are of a normal recurring nature.
The notes presented herein are intended to provide supplemental
disclosure of items of significance occurring subsequent to December 31,
1993 and should be read in conjunction with the Notes to Consolidated
Financial Statements contained in pages 50 through 68 of RII's Annual
Report on Form 10-K for the year ended December 31, 1993 ("RII's 1993
Form 10-K").
B. Restructuring of Senior Secured Redeemable Notes
due April 15, 1994 (the "Series Notes"):
As described in RII's 1993 Form 10-K, the Company proposed a
restructuring of the Series Notes (the "Restructuring") which RII and
GGRI, Inc. ("GGRI"), RII's subsidiary which guaranteed the Series Notes,
accomplished through a prepackaged bankruptcy joint plan of
reorganization (the "Plan"). On March 21, 1994, after receiving the
requisite acceptances for confirmation of the Plan from holders of Series
Notes and equity interests in RII, RII and GGRI filed their prepackaged
bankruptcy cases with the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court").
In accordance with Statement of Position 90-7, "Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code," the Company
stopped accruing interest and amortizing discounts on the Series Notes as
of March 21, 1994 and the carrying value of the Series Notes together
with the accrued interest thereon was reclassified to Liabilities Subject
to Compromise.
The Plan was confirmed by the Bankruptcy Court on April 22, 1994 and
on May 3, 1994 (the "Effective Date"), all conditions to the
effectiveness of the Plan were either met or waived and the Plan became
effective. Pursuant to the Plan, among other things, the Series Notes
were exchanged for: (i) $160,000,000 principal amount of New Debt
Securities (see below); (ii) 40% of RII's common stock on a fully diluted
basis (excluding certain stock options); (iii) the proceeds from the sale
(the "SIHL Sale," see below) of RII's properties and operations in
Paradise Island, The Bahamas; and (iv) the Company's Excess Cash, as
defined in the Plan, which approximated $30,000,000. Included in Excess
Cash is a $2,542,000 distribution that RII received in March 1994 from a
litigation trust (the "Litigation Trust") established under a previous
plan of reorganization to pursue certain claims against a former
affiliate. Such distribution was described in the Plan as "Deferred
Cash."
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Pursuant to the Plan, the Company entered into the senior note
purchase agreement (the "Senior Facility") described below.
Also in connection with the Restructuring: (i) the Company prepaid
fees of $2,310,000 due The Griffin Group, Inc. (the "Griffin Group"), a
corporation controlled by Merv Griffin, Chairman of the Board of Directors
of RII, under a license and services agreement by applying such amount as a
reduction of the balance of a note receivable from Griffin Group (the
"Group Note"); (ii) Griffin Group repaid the then remaining balance
(approximately $3,000,000) of the Group Note (which was distributed to
holders of the Series Notes as part of Excess Cash); (iii) RII issued a
warrant to purchase 10% of RII's outstanding common stock on a fully
diluted basis to Griffin Group (the "Griffin Warrant"); and (iv) RII
increased its authorized shares of common stock to 100,000,000.
Because the Plan, including the disposition of the Company's Bahamian
operations and properties, became effective on May 3, 1994, the
Restructuring transactions are not reflected in the accompanying
consolidated financial statements. See "Pro Forma Financial Data"
following Note F.
New Debt Securities
The "New Debt Securities" consist of $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 New Debt Securities were
issued by Resorts International Hotel Financing, Inc. ("RIHF"), a recently
formed subsidiary of RII, and are guaranteed by Resorts International
Hotel, Inc. ("RIH"), RII's subsidiary that owns and operates Merv Griffin's
Resorts Casino Hotel (the "Resorts Casino Hotel") in Atlantic City, New
Jersey.
The Mortgage Notes are secured by a $125,000,000 promissory note made
by RIH (the "RIH Promissory Note"), the terms of which mirror the terms of
the Mortgage Notes. The RIH Promissory Note and RIH's guaranty of the
Mortgage Notes are secured by liens on the Resorts Casino Hotel, consisting
of RIH's fee and leasehold interests comprising the Resorts Casino Hotel,
the contiguous parking garage and property, all additions and improvements
thereto, and related personal property. The liens securing the Mortgage
Notes will be subordinated to the lien securing the Senior Facility Notes
(described below), if the Senior Facility Notes are issued.
The Junior Mortgage Notes are secured by a $35,000,000 promissory note
made by RIH (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 Notes are also secured by liens on
the Resorts Casino Hotel property as described above. The liens securing
the Junior Mortgage Notes will be subordinated to the lien securing the
Senior Facility Notes, if the Senior Facility Notes are issued, and are
subordinated to the liens securing the Mortgage Notes.
The indentures pursuant to which the Mortgage Notes and the Junior
Mortgage Notes were issued (collectively, the "Indentures") prohibit RIH
and its subsidiaries from paying dividends, from making other distributions
in respect of their capital stock, and from purchasing or redeeming their
capital stock, with certain exceptions, unless certain interest coverage
ratios are attained. Also, the Indentures restrict RIH and its
7
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subsidiaries from incurring additional indebtedness, with certain
exceptions, and limit intercompany loans by RIH to RII to loans from the
proceeds of the Senior Facility (or similar working capital facility) and
other advances not in excess of $1,000,000 in the aggregate at any time
outstanding. Similar restrictions curtail the activities of RIHF.
Senior Facility
The Senior Facility among RIHF, RII and RIH and certain funds and
accounts advised or managed by Fidelity Management & Research Company
("Fidelity"), is available for a single borrowing of up to $20,000,000
during the one-year period following the Effective Date, through the
issuance of notes (the "Senior Facility Notes"). If issued, the Senior
Facility Notes will bear interest at 11% 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
$20,000,000 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 above. The Senior Facility Notes will also be
secured by a pledge by GGRI, RII's subsidiary which became the parent of
RIH as a result of the Restructuring, of all issued and outstanding shares
of RIH common stock. In addition, the Senior Facility Notes will be
guaranteed by RII, which guaranty will be secured by a pledge of all the
issued and outstanding stock of GGRI and RIHF.
SIHL Sale
The Plan contemplated two alternatives for the disposition of the
Company's Paradise Island operations and properties. The disposition that
was effected was the SIHL Sale, which was negotiated among RII, two
representatives of major holders of Series Notes (Fidelity and TCW Special
Credits) and an unrelated party, Sun International Investments Limited
("SIIL"). In essence, SIIL acquired a 60% interest in the Company's
Paradise Island assets through a subsidiary of SIIL, Sun International
Hotels Limited ("SIHL"), formed for that purpose.
SIIL purchased 60% of the capital stock of SIHL for $90,000,000 plus
interest at 7.5% from January 1, 1994 through the Effective Date (the "SIHL
Proceeds"). Pursuant to the purchase agreement, SIHL then purchased 100%
of the equity of Resorts International (Bahamas) 1984 Limited, RII's former
Bahamian subsidiary which, along with its subsidiaries, owned and operated
the Company's Paradise Island properties. Also, certain subsidiaries of
SIHL acquired certain assets of RII and its U.S. subsidiaries which
supported the Paradise Island operations and assumed certain related
liabilities. The purchase price received from SIHL was $65,000,000 in
cash, plus interest at 7.5% from January 1, 1994 through the Effective
Date, and 2,000,000 Series A Ordinary Shares of SIHL (the "SIHL Shares"),
which amounts to the remaining 40% of the capital stock of SIHL. These
cash proceeds as well as the SIHL Shares were distributed to holders of
Series Notes pursuant to the Plan. SIHL used a portion of the SIHL
Proceeds to fund its $65,000,000 (plus interest) purchase price of the
Company's Paradise Island assets. RII understands that the other
$25,000,000 of SIHL Proceeds remaining in SIHL as of the Effective Date
will increase the equity value of SIHL and, in effect, represents
additional consideration in the amount of $10,000,000 (40% of $25,000,000)
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for the sale of the Company's Paradise Island assets. Such consideration
was realized by the holders of Series Notes through the increased value of
their 40% equity interest in SIHL.
C. Reverse Repurchase Agreements:
Cash equivalents at March 31, 1994 included reverse repurchase
agreements (federal government securities purchased under agreements to
resell those securities) with the institutions listed in the following
table under which the Company had not taken delivery of the underlying
securities. These agreements matured April 1, 1994 except for $16,593,000
with Prudential Securities, Inc. which matured April 4, 1994 and $596,000
with City National Bank of Florida which matured April 29, 1994.
(In Thousands of Dollars)
City National Bank of Florida $31,204
Prudential Securities, Inc. $16,593
National Westminster Bank NJ $ 8,635
First Fidelity Bank N.A., South Jersey $ 6,900
Summit Trust Company $ 2,406
D. Complimentary Services:
The Consolidated Statements of Operations reflect each category of
operating revenues excluding the retail value of complimentary services
provided to casino patrons without charge. The rooms, food and beverage,
and other casino/hotel operations departments allocate a percentage of
their total operating expenses to the casino department for complimentary
services provided to casino patrons. These allocations do not necessarily
represent the incremental cost of providing such complimentary services to
casino patrons. Amounts allocated to the casino department from the other
operating departments were as follows:
Quarter Ended
March 31,
(In Thousands of Dollars) 1994 1993
Rooms $1,139 $1,118
Food and beverage 4,559 5,438
Other casino/hotel operations 1,656 1,787
Total allocated to casino $7,354 $8,343
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E. Statements of Cash Flows:
Supplemental disclosures required by Statement of Financial Accounting
Standards No. 95 "Statement of Cash Flows" are presented below.
Quarter Ended
March 31,
(In Thousands of Dollars) 1994 1993
Reconciliation of net loss to net
cash provided by operating activities:
Net loss $(23,734) $(12,898)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 6,305 6,549
Amortization of debt discount 12,570 11,357
Provision for doubtful receivables 816 1,031
Provision for discount on Casino Reinvestment
Development Authority obligations, net of
amortization 311 354
Recapitalization costs 4,382 593
Proceeds from Litigation Trust (2,542)
Net (increase) decrease in accounts
receivable (429) 447
Net (increase) decrease in inventories and
prepaids 2,740 (692)
Net decrease in deferred charges
and other assets 125 63
Net increase in accounts payable and
accrued liabilities 13,738 11,286
Net cash provided by operating activities $ 14,282 $ 18,090
Non-cash investing and financing transactions:
Increase in liabilities for additions to
property and equipment and other assets $ 320
F. Commitments and Contingencies:
Litigation
RII and certain of its subsidiaries are defendants in certain
litigation. In the opinion of management, based upon advice of counsel,
the aggregate liability, if any, arising from such litigation will not have
a material adverse effect on the accompanying consolidated financial
statements.
10
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PRO FORMA FINANCIAL DATA
Set forth below is certain unaudited pro forma financial information
for RII. The pro forma balance sheet information as of March 31, 1994
gives effect to the Restructuring as if it occurred on that date. The pro
forma statements of operations information for the year ended December 31,
1993 and the quarter ended March 31, 1994 gives effect to the Restructuring
as if it occurred on January 1, 1993. However, the pro forma statements of
operations information excludes the gains (losses) resulting from the
Restructuring and the costs associated therewith. The unaudited pro forma
information is not necessarily indicative of future results or what the
Company's financial position or results of operations would actually have
been had the transactions occurred on the dates indicated. Such
information should not be used as a basis to project results for any future
period.
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RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
(In Thousands of Dollars)
March 31, 1994
Pro Forma
Historical Adjustments Pro Forma
ASSETS
Current assets:
Cash and cash equivalents $ 76,109 $ 1,230 (a) $ 20,000
3,008 (b)
(53,547) (c)
(6,800) (d)
Restricted cash equivalents 10,119 (1,230) (a) 2,287
(5,126) (c)
(1,476) (e)
Receivables, net 19,708 (14,265) (c) 5,443
Inventories 8,205 (6,720) (c) 1,485
Prepaid expenses 8,168 2,310 (b) 7,979
(1,708) (c)
(791) (d)
Total current assets 122,309 (85,115) 37,194
Property and equipment, net 444,063 (171,384) (c) 272,679
Deferred charges and other assets 12,758 (1,234) (c) 11,524
$ 579,130 $(257,733) $ 321,397
LIABILITIES AND SHAREHOLDERS'
DEFICIT
Current liabilities:
Current maturities of long-
term debt $ 201 $ (135) (c) $ 66
Accounts payable and accrued
liabilities 67,591 (26,445) (c) 37,431
(2,239) (d)
(1,476) (e)
Total current liabilities 67,792 (30,295) 37,497
Liabilities subject to
compromise 509,274 (509,274) (c) 0
Long-term debt, net 85,542 147,500 (c) 233,042
Deferred income taxes 54,000 54,000
Shareholders' deficit:
Common stock 202 170 (c) 378
6 (d)
Capital in excess of par 102,092 30,742 (c) 133,692
858 (d)
Accumulated deficit (234,454) 103,458 (c) (137,212)
(6,216) (d)
(132,160) 129,018 (3,142)
Note receivable from related
party (5,318) 5,318 (b) 0
Total shareholders' deficit (137,478) 134,336 (3,142)
$ 579,130 $(257,733) $ 321,397
See Notes to Pro Forma Consolidated Balance Sheet
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RESORTS INTERNATIONAL, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
Quarter Ended March 31, 1994
Pro Forma
Historical Adjustments Pro Forma
Revenues:
Casino $ 74,728 $(21,079) (f) $53,649
Rooms 11,500 (10,322) (f) 1,178
Food and beverage 13,344 (10,230) (f) 3,114
Other casino/hotel revenues 6,829 (5,897) (f) 932
Other operating revenues 3,441 (3,441) (f) 0
Real estate related 2,030 2,030
111,872 (50,969) 60,903
Expenses:
Casino 48,393 (14,701) (f) 33,692
Rooms 2,789 (2,079) (f) 710
Food and beverage 10,446 (6,869) (f) 3,577
Other casino/hotel operating
expenses 17,146 (8,541) (f) 8,605
Other operating expenses 2,623 (2,623) (f) 0
Selling, general and
administrative 16,648 (6,109) (f) 10,539
Provision for doubtful
receivables 816 (648) (f) 168
Depreciation 6,305 (3,010) (f) 3,295
Real estate related 316 316
Unallocated corporate expense (1,722) (3) (f) (922)
1,498 (g)
(695) (h)
103,760 (43,780) 59,980
Earnings from operations 8,112 (7,189) 923
Other income (deductions):
Interest income 689 1,495 (f) 496
(1,688) (i)
Interest expense (18,125) 7 (f) (6,487)
16,064 (j)
(4,433) (k)
Amortization of debt discount (12,570) 12,021 (j) (744)
(195) (k)
Recapitalization costs (4,382) 631 (f) 0
3,751 (l)
Proceeds from Litigation Trust 2,542 2,542
Net loss $(23,734) $ 20,464 (m) $(3,270)
Net loss per share $ (1.18) $ (.09)
Weighted average number of
shares outstanding 20,157 37,754 (n)
See Notes to Pro Forma Consolidated Statements of Operations
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RESORTS INTERNATIONAL, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
Year Ended December 31, 1993
Pro Forma
Historical Adjustments ProForma
Revenues:
Casino $ 307,059 $ (62,943) (f) $244,116
Rooms 35,708 (28,734) (f) 6,974
Food and beverage 46,843 (30,917) (f) 15,926
Other casino/hotel revenues 23,330 (18,867) (f) 4,463
Other operating revenues 18,122 (18,121) (f) 1
Real estate related 8,502 (445) (f) 8,057
439,564 (160,027) 279,537
Expenses:
Casino 189,304 (47,696) (f) 141,608
Rooms 10,906 (7,504) (f) 3,402
Food and beverage 41,859 (24,149) (f) 17,710
Other casino/hotel operating
expenses 69,918 (35,154) (f) 34,764
Other operating expenses 14,697 (14,697) (f) 0
Selling, general and
administrative 71,700 (24,340) (f) 47,360
Provision for doubtful
receivables 2,889 (1,988) (f) 901
Depreciation 27,924 (14,169) (f) 13,755
Real estate related 1,605 (221) (f) 1,384
Unallocated corporate expense (4,136) (8) (f) (2,584)
4,635 (g)
(3,075) (h)
426,666 (168,366) 258,300
Earnings from operations 12,898 8,339 21,237
Other income (deductions):
Interest income 3,174 6,350 (f) 2,774
(6,750) (i)
Interest expense (57,244) 50 (f) (26,034)
48,891 (j)
(17,731) (k)
Amortization of debt discount (51,203) 49,170 (j) (2,762)
(729) (k)
Recapitalization costs (8,789) 3,335 (f) 0
5,454 (l)
Loss before income taxes (101,164) 96,379 (4,785)
Income tax expense (1,000) (1,000)
Net loss $(102,164) $ 96,379 $ (5,785)
Net loss per share $ (5.07) $ (.15)
Weighted average number of
shares outstanding 20,157 37,754 (n)
See Notes to Pro Forma Consolidated Statements of Operations
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NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
(a) Reflects the reclassification of the balance of the collateral
account for the Series Notes from restricted cash equivalents to
non-restricted cash and cash equivalents.
(b) Reflects (i) prepayment of fees due Griffin Group through
September 17, 1994 pursuant to a license and services agreement among
Griffin Group, RII and RIH, by application of such amount as a reduction
of the balance of the Group Note and (ii) collection of the remaining
balance of the Group Note.
(c) Reflects the exchange of the Series Notes for the following:
(i) $125,000,000 principal amount of Mortgage Notes;
(ii) $35,000,000 principal amount of Junior Mortgage Notes, and
35,000 shares of Class B Redeemable Common Stock of RII to be issued
therewith;
(iii)Excess Cash, which includes the $2,542,000 distribution that
RII received from the Litigation Trust;
(iv) 40% of RII's outstanding common stock after giving effect to
the Restructuring, assuming the Griffin Warrant is exercised; and
(v) the consideration received from the SIHL Sale. As this sale
was not reflected in the historical consolidated balance sheet of RII at
March 31, 1994, the pro forma adjustments recording this component of
the exchange reflect the elimination of balances of RII's subsidiaries
whose equity or assets and liabilities were transferred in the SIHL Sale
(the "PIRL Group"), after adjustment of their combined working capital
to $12,000,000, of which cash was a minimum of $5,000,000.
(d) Reflects the write-off of prepaid recapitalization costs and
settlement of other recapitalization costs through cash payments and the
issuance of 612,500 shares of common stock. All such shares were
accrued for at March 31, 1994.
(e) Reflects the distribution of the remaining funds held for the
benefit of holders of beneficial interests in the Litigation Trust; at
least a portion of such distribution will be in settlement of Litigation
Trust expenses.
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NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(f) Reflects the elimination of operating results of PIRL Group.
(g) Reflects the elimination of the management fee charged to PIRL
Group by RII. Such fee was based on 3% of certain PIRL Group gross
revenues.
(h) Reflects the elimination of costs incurred by RII for services
provided to the PIRL Group including accounting, data processing and
other support services.
(i) Reflects the elimination of interest income on RIH's $50,000,000
note receivable from a former Bahamian affiliate which was cancelled
pursuant to the terms of the Restructuring.
(j) Reflects the elimination of interest expense and amortization of
debt discount on the Series Notes.
(k) Reflects interest expense and amortization of debt discount on the
Mortgage Notes and the Junior Mortgage Notes.
(l) Reflects the elimination of recapitalization costs incurred in
connection with the Restructuring.
(m) The pro forma adjustments (f) through (l) affecting RII's
consolidated earnings do not include the gains (losses) resulting from
the Restructuring and the costs associated therewith. Assuming the
Restructuring was effective March 31, 1994, the operating loss on the
Restructuring, which results from the difference between the carrying
value of the PIRL Group and its fair value, would have been
approximately $60,000,000. For purposes of this computation, fair value
was estimated based on the terms of the SIHL Sale. Also assuming the
Restructuring was effective on that date, the extraordinary gain on the
Restructuring would have been approximately $163,000,000.
(n) Reflects (i) the issuance of 612,500 shares of common stock to
financial advisers in settlement of certain recapitalization costs and
(ii) the issuance to holders of the Series Notes of 40% of RII's
outstanding common stock after giving effect to the Restructuring,
assuming the Griffin Warrant is exercised.
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Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FINANCIAL CONDITION
Liquidity
As described in Note B of Notes to Consolidated Financial
Statements, the Company recently restructured its Series Notes pursuant
to a prepackaged bankruptcy plan. The Plan was confirmed by the
Bankruptcy Court on April 22, 1994 and became effective on May 3, 1994.
Pursuant to the terms of the Plan, the Company exchanged the Series
Notes for, among other things: (i) Excess Cash, as defined in the Plan;
(ii) Mortgage Notes and Junior Mortgage Notes; and (iii) 40% of the
common stock of RII on a fully diluted basis (excluding certain stock
options). The Restructuring resulted in a significant decrease in the
Company's long-term debt outstanding, and the Company believes that the
Restructuring will improve its long term liquidity and enhance its
ability to meet its financial obligations as they become due.
At March 31, 1994 the Company's working capital amounted to
$54,517,000, including unrestricted cash and equivalents of $76,109,000.
However, the Restructuring resulted in a significant reduction in the
Company's unrestricted cash and equivalents due to the distribution of
Excess Cash to holders of the Series Notes. The Company retained
$20,000,000 of unrestricted cash and equivalents as of the Effective
Date, in addition to certain other funds reserved to settle remaining
costs of the Restructuring. A substantial amount of the unrestricted
cash and equivalents is required for day-to-day operations, including
approximately $10,000,000 of currency and coin on hand which amount
varies by days of the week, holidays and seasons, as well as additional
cash balances necessary to meet current working capital needs.
In addition, the Company has the $20,000,000 Senior Facility
available for one year from the Effective Date should the Company have
unforeseen cash needs. The Company believes that the Senior Facility
will serve as a safeguard if an emergency arises from current
operations, or serve as a source of funds for a profitable investment
opportunity.
See "Pro Forma Financial Data" for pro forma effects of the
Restructuring on the Company's working capital.
Capital Expenditures
During the first quarter of 1994 the Company expended approximately
$1,600,000 for maintenance of its facilities in Atlantic City and
approximately $900,000 for its facilities on Paradise Island, which were
disposed of in the SIHL Sale.
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RESULTS OF OPERATIONS
General
The following discussion addresses the Company's Atlantic City
operations as well as certain operations which were disposed of through the
SIHL Sale. They include the Paradise Island portion of the casino/hotel
segment and the airline segment.
Revenues
Revenues by geographic and business segment were as follows (in
thousands of dollars):
Quarter Ended
March 31,
1994 1993
Casino/hotel:
Atlantic City, New Jersey:
Casino $ 53,649 $ 54,907
Rooms 1,178 1,263
Food and beverage 3,114 3,294
Other casino/hotel 932 872
58,873 60,336
Paradise Island, The Bahamas:
Casino 21,079 22,925
Rooms 10,322 9,709
Food and beverage 10,230 9,150
Other casino/hotel 5,897 5,677
47,528 47,461
Total casino/hotel 106,401 107,797
Real estate related - Atlantic
City, New Jersey 2,030 1,969
Airline 4,228 5,413
Other segments 5 57
Intersegment eliminations (792) (1,082)
Revenues from operations $111,872 $114,154
First Quarter 1994 Compared to 1993
Casino/hotel - Atlantic City, New Jersey
Casino revenues were down $1,258,000 for the first quarter of 1994.
Disregarding revenues derived from poker and simulcasting, which activities
commenced in late June 1993, the decrease in table and slot win was
$3,435,000, or 6%. The Atlantic City casino industry had a net decrease in
table and slot win of 4% for the first quarter of 1994 compared to the same
quarter in the prior year. The Company believes that increased competition
from other newly opened or expanded jurisdictions which permit gaming has
slowed the growth of gaming revenue in Atlantic City and, for the Company,
has significantly increased the cost of obtaining additional
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revenue. In addition, poor weather conditions during the first quarter of
1994 adversely affected operations as the principal means of transportation
to Atlantic City is by automobile or bus.
The Company's decrease in casino revenue resulted as decreased table
game win offset an increase in slot win and revenues generated from poker
and simulcasting. The decrease in table game win was due to a reduction in
the hold percentage (ratio of casino win to total amount of chips purchased
for table games or total amount wagered for slots), which declined from
15.6% in the first quarter of 1993 to 13.2% in 1994, as well as the effect
of a reduction in amounts wagered by patrons. Slot win increased as a
reduction in the hold percentage was offset by an increase in amounts
wagered by patrons. The reduction in slot hold percentage reflects
management's decision to try to attract more slot players and to encourage
increased slot wagering per player. Slot play was also favorably impacted
by targeted marketing programs.
Casino/hotel - Paradise Island, The Bahamas
Revenues at the Paradise Island casino/hotel facilities, which were
disposed of in the SIHL Sale, were basically flat as decreased casino
revenues were offset by increases in other operating revenues. Casino
revenues were down $1,846,000 for the first quarter of 1994 due to a
decrease in the table game hold percentage. Amounts wagered by patrons on
both table games and slots did not change significantly from the previous
year. A decrease in the average room rate in 1994 contributed to an
increase in occupancy, net of complimentary rooms supplied primarily to
casino patrons. Food and beverage revenues were also favorably impacted by
the increased occupancy.
Airline
Airline revenues decreased by $1,185,000 for the first quarter of 1994
due primarily to a reduction in passenger revenues. Competition from the
south Florida-Nassau routes has increased over the prior year with more
seats available at fares that are lower than those offered by the Company
on its south Florida-Paradise Island routes. Substantially all of the
reduction in passenger revenue is due to fewer passengers flown as the
average revenue per passenger has not changed significantly.
The only aircraft owned by the Company was transferred to a subsidiary
of SIHL as part of the SIHL Sale. Pursuant to an agreement, for a period
of less than one year the Company is to operate the airline on behalf of
SIHL for a nominal management fee. All profits earned or losses incurred
in such operation are to accrue to or be borne by SIHL.
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Contribution to Consolidated Net Loss
Results by geographic and business segment were as follows (in
thousands of dollars):
Quarter Ended
March 31,
1994 1993
Casino/hotel:
Atlantic City, New Jersey $ (1,691) $ 2,442
Paradise Island, The Bahamas* 6,412 4,084
4,721 6,526
Real estate related - Atlantic
City, New Jersey 1,708 1,594
Airline* (5) (7)
Other segments (17) (10)
Unallocated corporate expense 1,705 1,003
Earnings from operations 8,112 9,106
Other income (deductions):
Interest income 689 843
Interest expense (18,125) (10,897)
Amortization of debt discount (12,570) (11,357)
Recapitalization costs (4,382) (593)
Proceeds from Litigation Trust 2,542
Net loss $(23,734) $(12,898)
* The Paradise Island casino/hotel segment subsidized the operations of
Paradise Island Airlines, Inc., a subsidiary of RII, whose operations were
effectively disposed of in the SIHL Sale, in the first quarter of 1994 and
1993 in the amounts of $605,000 and $174,000, respectively.
First Quarter 1994 Compared to 1993
Casino/hotel - Atlantic City, New Jersey
Casino, hotel and related operating results decreased by $4,133,000
for the first quarter of 1994 as decreased revenues discussed above
combined with a net increase in operating expenses. The most significant
increase in operating expenses was casino promotional costs ($2,600,000),
due primarily to a program started in the second quarter of 1993 which
rewards slot players by giving cash back to patrons based on their level of
play. Since the introduction of the "cash-back" program the Company has
reduced cash giveaways to bus patrons and through other promotional
mailings.
Casino/hotel - Paradise Island, The Bahamas
Casino, hotel and related operating results improved by $2,328,000 for
the first quarter of 1994 as the increase in revenues discussed above
combined with a net decrease in operating expenses. The most significant
decrease was in sales and marketing costs ($1,300,000) as advertising and
promotional activities decreased due to transitional effects of the
impending SIHL Sale.
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Airline
Airline operating results before the subsidy from the Paradise Island
casino/hotel segment decreased by $429,000 for the first quarter of 1994,
as decreased revenues discussed above were partially offset by a net
decrease in operating expenses. The reduction in operating expenses
resulted primarily from lower maintenance and fuel costs and a reduction in
the number of aircraft leased.
Unallocated Corporate Expense
The decrease in corporate expenses resulted primarily from decreases
in payroll and related costs.
The Environmental Protection Agency ("EPA") has named a predecessor to
RII as a potentially responsible party in the Bay Drum hazardous waste site
(the "Site") in Tampa, Florida which the EPA has listed on the National
Priorities List. No formal action has commenced against RII and RII
intends to dispute any claims of this nature, if asserted. Although it may
ultimately be determined that RII is one of several hundred parties that
are jointly and severally liable for the costs of Site remediation and for
damages to natural resources at the Site caused by hazardous wastes, the
extent of any such liability, if any, cannot be determined at this time.
Other Income (Deductions)
The increase in interest expense for the first quarter of 1994 was due
to (i) increased principal amounts of debt outstanding, as the Company
issued additional Series Notes to satisfy its 1993 interest obligations on
the Series Notes (payment-in-kind, or "PIK" interest), (ii) an increase in
the stated interest rate on the Series A Notes (the Series Notes were
issued in two series, Series A and Series B), and (iii) the change from
recording interest at the market value of the Series Notes to be issued as
PIK payments to the stated interest rate. Through October 15, 1993, the
Company recorded interest at the estimated market value of additional
Series Notes to be issued as PIK payments. Subsequent to October 15, 1993
the Company's option to PIK interest was no longer available. Thus,
effective October 16, 1993 the Company began recording interest expense on
the Series Notes at the stated rate in lieu of a discounted rate to reflect
market value. Amortization of debt discount increased primarily due to the
additional discounts associated with Series Notes issued in satisfaction of
interest obligations. Also affecting the comparison of these expenses is
the fact that the Company stopped accruing interest and amortizing debt
discounts on the Series Notes as of March 21, 1994, the date the Company
entered Bankruptcy proceedings.
The Company's interest expense and amortization of debt discount are
expected to be significantly less after the Restructuring. See Note B of
Notes to Consolidated Financial Statements for a description of the
Company's New Debt Securities.
Recapitalization costs include legal and other advisory fees incurred
in connection with the Restructuring.
Proceeds from Litigation Trust represent the distribution that the
Company received as a holder of units of beneficial interest in the
Litigation Trust established under a previous plan of reorganization.
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PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
New York Supreme Court - Friedman Derivative Action
RII has been named as the nominal defendant in an action (Arthur M.
Friedman suing derivatively on behalf of RII v. Merv Griffin et al. and
RII, Nominal Defendant) brought derivatively on its behalf by a
shareholder, Arthur Friedman. The complaint was filed in the Supreme Court
of the State of New York, New York County on January 27, 1994 and was
amended in February 1994. The defendants in the action, as amended, are
Merv Griffin, Griffin Group, Thomas Gallagher, David P. Hanlon, who was
President, Chief Executive Officer and a director of RII through October
31, 1993, and four former directors of RII who served in that capacity
until the Effective Date. The complaint seeks to recover for the Company
an unspecified sum of money as compensatory damages for allegedly wrongful
acts by the defendants. The allegations include that the defendants
improperly (i) permitted defendant Griffin not to repay money he allegedly
owed to the Company and (ii) paid defendant Hanlon excessive compensation.
On April 26, 1994, RII removed this action to the United States
District Court for the Southern District of New York. RII intends to
request that this action be transferred to the Bankruptcy Court to be
litigated. A pre-motion conference regarding such transfer is scheduled
for May 16, 1994.
Item 2. Changes in Securities
As part of the Plan, RII's Certificate of Incorporation was amended,
in addition to other changes, to allow for the issuance of Class B
Redeemable Common Stock (the "Class B Stock"). Holders of Class B Stock
are to have certain voting rights only with respect to the election of
directors and are not to participate in any dividends which may be declared
by RII's Board of Directors. The Class B Stock is only to be issued as
part of a unit (the "Units"); each Unit will comprise $1,000 principal
amount of Junior Mortgage Notes and one share of Class B Stock. Shares of
Class B Stock may not be transferred separately from the related Junior
Mortgage Note. Holders of Class B Stock are entitled to elect one-third of
the entire RII Board of Directors unless on more than six occasions RIHF
either makes PIK interest payments or fails to make interest payments on
the Junior Mortgage Notes (the "Class B Triggering Event"). Upon the
occurrence of the Class B Triggering Event, holders of Class B Stock will
be entitled to elect the majority of RII's Board of Directors. RIHF may
only make PIK interest payments under certain circumstances provided for in
the indenture for the Junior Mortgage Notes.
Holders of RII's common stock are entitled to elect two-thirds of the
entire RII Board of Directors or, upon the occurrence of a Class B
Triggering Event, one less than half of RII's Board of Directors.
As described in Note B of Notes to Consolidated Financial Statements,
pursuant to the Plan, the Series Notes were cancelled and exchanged for New
Debt Securities, additional equity securities and other consideration.
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Item 3. Defaults Upon Senior Securities
In February 1994 an Event of Default occurred with respect to RII's
Series Notes, as the Company failed to maintain a Tangible Net Worth, as
defined in the indenture for the Series Notes, of at least $50,000,000.
On March 21, 1994, RII's commencement of a voluntary proceeding in
Bankruptcy Court was an Event of Default with respect to the Series Notes
and RII's First Mortgage Non-Recourse Pass-Through Notes due June 30, 2000
(the "Showboat Notes").
Pursuant to the Plan, the Series Notes were cancelled. The Event of
Default on the Showboat Notes was effectively cleared as the Plan
prescribed that the Showboat Notes be unimpaired. There are no existing
defaults on the Company's securities as of the date of this report.
Item 4. Submission of Matters to a Vote of Security Holders
On February 5, 1994 the solicitation of acceptances of the Plan
commenced with the mailing of the Information Statement/Prospectus for
Solicitation of Votes on Prepackaged Plan of Reorganization, ballots and
other materials to holders of Series Notes, RII's common stock and stock
options (the "1990 Stock Options") issued pursuant to the RII Senior
Management Stock Option Plan (the "1990 Stock Option Plan"). To confirm
the Plan on a consensual basis, acceptances were required from (i) holders
of Series Notes constituting at least 66 2/3% in principal amount and more
than 50% in number of those voting and (ii) at least 66 2/3% each of RII's
common stock and 1990 Stock Options voted. The solicitation period ended
March 15, 1994 and the requisite acceptances for confirmation of the Plan
were received. Votes were as follows:
Amount Amount Number Number
Accepting Rejecting Accepting Rejecting
Series Notes $394,527,208 $1,099,512 900 142
Common Stock 7,962,892 576,173 2,148 180
shares shares
1990 Stock Options 1,505,800 -0-
shares
Other items approved as part of the Plan included:
(i) termination of the 1990 Stock Option Plan, although existing
holders of 1990 Stock Options retained their options,
(ii) implementation of the RII 1994 Stock Option Plan, which allows
for the granting of options to purchase up to 5% of the outstanding common
stock of RII, and
(iii) the initial post-Restructuring directors were named to the RII
Board of Directors. They include Merv Griffin, Thomas Gallagher, Jay Green
and William Fallon and, as Class B Directors, Vincent Naimoli and Charles
Masson.
At the same time, RII solicited consents from holders of the Series
Notes to release and terminate certain security documents under which the
liens on the property that secured the Series Notes were granted or
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created. To effectuate such termination and release consensually, consents
were required from (i) the record holders of at least 66 2/3% in aggregate
principal amount of the outstanding Series Notes and (ii) the record
holders of at least a majority in aggregate principal amount of each
series. The requisite consents for termination and release of the security
documents were received. Votes were as follows:
Amount Amount Not
Consenting Consenting
Series A Notes $218,306,051 $143,951
Series B Notes $175,693,356 $870,762
Item 5. Other Information
Resignation of Directors
Four of RII's directors, Antonio C. Alvarez II, Warren Cowan, Joseph
G. Kordsmeier, and Paul C. Sheeline, resigned as of the Effective Date. As
discussed in Item 4. above, the initial post-Restructuring Board of
Directors of RII was named as part of the Plan.
Showboat Lease Rent Increase
The annual lease payments to be received by the Company under a 99-
year net lease of approximately 10 acres of Boardwalk property in Atlantic
City (the "Showboat Lease") have increased from $8,118,000 to $8,326,000
due to an increase in the consumer price index for the year ended March 31,
1994. The increased rent is effective for the lease year commencing April
1, 1994. Lease payments received under the Showboat Lease are passed-
through (subject to certain adjustments) as interest to holders of the
Showboat Notes.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
The following exhibits are incorporated by reference:
Exhibit
Numbers Exhibits
2.01 Plan of Reorganization. (Incorporated by reference to
Appendix A of the Information Statement/Prospectus included
in Form S-4 Registration Statement No. 33-50733.)
3.01 Form of Amended and Restated Certificate of Incorporation
of RII. (Incorporated by reference to Exhibit 3.01 to Form
S-1 Registration Statement No. 33-53371.)
3.02 Form of Amended and Restated By-Laws of RII. (Incorporated
by reference to Exhibit 3.02 to Form S-1 Registration
Statement No. 33-53371.)
4.01 See Exhibits 3.01 and 3.02 as to the rights of holders of
RII Common Stock and RII Class B Stock.
4.02-4.03 Not used.
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4.04 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.*
4.05 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.*
4.06-4.20 Not used.
4.21 Griffin Group Warrant.*
4.22 Form of Mortgage between RIH and State Street Bank and
Trust Company of Connecticut, National Association,
securing Guaranty of RIHF Mortgage Notes.*
4.23 Form of Mortgage between RIH and RIHF, securing RIH
Promissory Note.*
4.24 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.*
4.25 Form of Assignment of Leases and Rents made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Promissory
Note.*
4.26 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.*
4.27 Form of Assignment of Operating Assets made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Junior
Promissory Note.*
4.28 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.*
4.29 Form of Mortgage between RIH and U.S. Trust Company of
California, N.A., securing Guaranty of RIHF Junior Mortgage
Notes.*
4.30 Form of Mortgage between RIH and RIHF, securing RIH Junior
Promissory Note.*
4.31 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.*
4.32 Form of Assignment of Leases and Rents made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Junior
Promissory Note.*
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4.33 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.*
4.34 Form of Assignment of Operating Assets made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Promissory
Note.*
4.35 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.*
4.36 Form of Amended and Restated $125,000,000 RIH Promissory
Note (Incorporated by reference to Exhibit A to Exhibit
4.04 hereto.)
4.37 Form of Amended and Restated $35,000,000 RIH Junior
Promissory Note (Incorporated by reference to Exhibit A to
Exhibit 4.05 hereto.)
10.01-10.55(b) Not Used.
10.55(c) Form of Amendment to the Paradise Island Purchase Agreement
dated October 11, 1993 between RII and Sun International
Hotels Limited.*
10.56-10.63 Not Used.
10.64 Form of Intercreditor Agreement by and among RIHF, RIH,
RII, GGRI, State Street Bank and Trust Company of
Connecticut, National Association, U.S. Trust Company of
California, N.A. and any lenders which provide additional
facilities.*
10.65 Form of Note Purchase Agreement dated May 3, 1994, among
RIHF, RII and RIH, and certain funds advised or managed by
Fidelity with respect to issuance of Senior Facility Notes.
(Incorporated by reference to Exhibit 10.65 in Form S-1
Registration Statement No. 33-53371.)
10.66 Form of Registration Rights Agreement dated as of April 29,
1994, among RII, RIHF, RIH, Fidelity and TCW.
(Incorporated by reference to Exhibit 10.66 in Form S-1
Registration Statement No. 33-53371.)
______________________
*Incorporated by reference to the same exhibit number in Form S-4
Registration Statement No. 33-50733.
b. Reports on Form 8-K
No Current Report on Form 8-K was filed by RII covering an event
during the first quarter of 1994. No amendments to previously filed Forms
8-K were filed during the first quarter of 1994.
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SIGNATURES
Pursuant to the requirements 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, INC.
(Registrant)
/s/ Matthew B. Kearney
Matthew B. Kearney
Executive Vice President -
Finance
(Authorized Officer of
Registrant and Chief
Financial Officer)
Date: May 12, 1994
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