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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)(*)
RESORTS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock $.01 par value per share
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(Title of Class of Securities)
76155 40 4
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(CUSIP Number)
Merv Griffin, c/o The Griffin Group, Inc.
780 Third Avenue, Suite 1801
New York, New York 10017
(212) 753-1503
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 1994
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(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 7 Pages
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<TABLE>
<S> <C>
CUSIP No. 761185 40 4 13D Page 2 of 7 Pages
----------- --- ---
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mervyn E. Griffin ###-##-####
2 Check the Appropriate Box if a Member of a Group(*)
(a) / /
(b) / /
3 SEC Use Only
4 Source of Funds(*)
WC
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States of America
Sole Voting Power
7
9,775,965
NUMBER
OF Shared Voting Power
SHARES 8
BENEFICIALLY -0-
OWNED BY
EACH Sole Dispositive Power
REPORTING 9
PERSON 9,775,965
WITH
Shared Dispositive Power
10
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,775,965
12 Check Box if the Aggregate Amount in Row (11) Excludes / /
Certain Shares(*)
13 Percent of Class Represented by Amount in Row (11)
23.1%
14 Type of Reporting Person(*)
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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.
(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.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the first reorganization of RII and certain of its
subsidiaries under Chapter 11 of Title 11 of
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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 a Warrant to purchase
4,666,850 shares of RII Common Stock. This Warrant was initially to be issued
to TGG as compensation pursuant to a License and Services Agreement, dated as
of September 17, 1992 (the "License Agreement"), between TGG and RII. The
right to receive this Warrant was assigned to ARH by TGG by an Assignment dated
April 20, 1994. 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 Warrant is currently exercisable. Accordingly, Mr. Griffin may be
deemed to be the beneficial owner of the 4,666,850 shares of RII Common Stock
subject to the Warrant 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.
Item 4. Purpose of Transaction.
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 Warrant in partial compensation for services
rendered under the License Agreement and subsequently assigned its rights to
receive the Warrant to ARH. The Warrant was issued in connection with the
second restructuring of RII pursuant to the Plan of Reorganization of
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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.
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;
(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
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(j) any action similar to any of those listed above.
Item 5. Interest in the Securities of the Issuer.
(a) Mr. Griffin beneficially owns 9,775,965 shares of the Common
Stock (of which 5,109,115 shares are issued and outstanding and 4,666,850
shares are issuable upon exercise of the Warrant held by ARH) constituting
23.1% of the total issued and outstanding shares of the Common Stock of RII
(assuming exercise of the Warrant).
(b) Mr. Griffin exercises (i) sole voting and dispositive power
for 5,109,115 shares of the Common Stock and (ii) sole dispositive power and,
when issued, sole voting power over 4,666,850 shares issuable upon exercise of
the Warrant held 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 through J.P. Morgan Securities,
Inc., 60 Wall Street, New York, New York 10260. 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 through J.P. Morgan Securities, Inc., 60 Wall Street,
New York, New York 10260.
(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.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respects
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
between Mr. Griffin and anyone else with respect to any securities of RII,
other than an understanding with Mr. David P. Hanlon, former President and
Chief Executive Officer of RII, pursuant to which 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
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has the right to acquire up to 1,089,275 shares of Common Stock (the "Option
Shares"). The option is presently exercisable.
Item 7. Material to be Filed as Exhibits.
None.
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.
July 19, 1994
- --------------------------------
DATE
/s/ Mervyn E. Griffin
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Mervyn E. Griffin
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