<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
August 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 18 Pages
<PAGE> 2
CUSIP No. 761185 40 4 13D Page 2 of 18 Pages
--- ----
<TABLE>
<S> <C> <C>
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) /x/
(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
7 Sole Voting Power
NUMBER 12,535,192
OF
SHARES 8 Shared Voting Power
BENEFICIALLY -0-
OWNED BY
EACH 9 Sole Dispositive Power
REPORTING 12,535,192
PERSON
WITH 10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,615,192
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
28.3%
14 Type of Reporting Person*
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 761185 40 4 13D Page 3 of 18 Pages
----- ------
<TABLE>
<S> <C> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas E. Gallagher
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds*
PF
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
7 Sole Voting Power
NUMBER 60,000
OF
SHARES 8 Shared Voting Power
BENEFICIALLY -0-
OWNED BY
EACH 9 Sole Dispositive Power
REPORTING 60,000
PERSON
WITH 10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,615,192
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
28.3%
14 Type of Reporting Person*
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 761185 40 4 13D Page 4 of 18 Pages
----- -----
<TABLE>
<S> <C> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lawrence Cohen
2 Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds*
PF
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
7 Sole Voting Power
NUMBER 20,000
OF
SHARES 8 Shared Voting Power
BENEFICIALLY -0-
OWNED BY
EACH 9 Sole Dispositive Power
REPORTING 20,000
PERSON
WITH 10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,615,192
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
28.3%
14 Type of Reporting Person*
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 18 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 18 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 a Warrant (the
"Warrant") to purchase 4,666,850 shares of RII Common Stock. The Warrant was
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 18 Pages
<PAGE> 8
"License Agreement"), between TGG and RII. The right to receive the
Warrant was assigned to ARH byTGG 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 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 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.
Page 8 of 18 Pages
<PAGE> 9
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.
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 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.
Item 4. Purpose of Transaction.
I. Mervyn E. Griffin
Page 9 of 18 Pages
<PAGE> 10
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 First Warrant to ARH. The Warrant was 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.
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
Page 10 of 18 Pages
<PAGE> 11
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.
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
(j) any action similar to any of those listed above.
Page 11 of 18 Pages
<PAGE> 12
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.
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;
(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.
Page 12 of 18 Pages
<PAGE> 13
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.
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.
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.
Page 13 of 18 Pages
<PAGE> 14
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 12,535,192 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 4,666,850 shares are
issuable upon exercise of the Warrant) 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 Warrant). 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. Griffin also may be deemed to be the beneficial owner of
60,000 shares of RII Common Stock owned by Mr. Gallagher and 20,000 shares of
RII Common Stock 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 Warrant).
(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 6,606,850 shares issuable upon the issuance of
the License Shares and the exercise of the Warrant.
(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. On July 21, 1994, ARH acquired (i) 450,000 shares of RII
Common Stock in the open market at $0.75 per share through Hoenig & Co., Inc.,
4 International Drive, Rye Brook, New York 10573 and (ii) 42,100 shares of RII
Common Stock in the open market at $0.875 per share through J.P. Morgan
Securities, Inc., 60 Wall Street, New York, New
Page 14 of 18 Pages
<PAGE> 15
York 10260. On July 22, 1994, ARH acquired 80,900 shares of RII Common
Stock in the open market at $0.875 per share through J.P. Morgan Securities,
Inc., 60 Wall Street, New York, New York 10260. On July 27, 1994, ARH
acquired 244,027 shares of RII Common Stock in the open market at $0.875 per
share through J.P. Morgan Securities, Inc., 60 Wall Street, New York, New York
10260. On July 28, 1994, ARH acquired 2,200 shares of RII Common Stock in the
open market at $0.875 per share through J.P. Morgan Securities, Inc., 60 Wall
Street, New York, New York 10260. On August 1, 1994, RII agreed to issue
1,940,000 shares of RII Common Stock for the consideration described in Item 3.
(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 60,000 shares of
the Common Stock constituting 0.16% 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 12,535,192 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 4,666,850 shares
are issuable upon exercise of the Warrant) and 20,000 shares of RII Common
Stock 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 sole voting and dispositive power for
60,000 shares of the Common Stock.
(c) On July 22, 1994, Mr. Gallagher acquired 15,000 shares of RII
Common Stock in the open market
Page 15 of 18 Pages
<PAGE> 16
at $0.875 per share through J.P. Morgan Securities, Inc., 60 Wall
Street, New York, New York 10260. On July 27, 1994, Mr. Gallagher acquired
45,000 shares of RII Common Stock in the open market at $0.875 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. Gallagher in his individual
capacity.
(e) Not Applicable.
III. Lawrence Cohen
(a) Mr. Cohen, individually, beneficially owns 20,000 shares of the
Common Stock constituting 0.05% 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 12,535,192 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 4,666,850 shares
are issuable upon exercise of the Warrant) and 60,000 shares of RII Common
Stock 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 sole voting and dispositive power for 20,000
shares of the Common Stock.
(c) On July 22, 1994, Mr. Cohen acquired 5,000 shares of RII Common
Stock in the open market at $0.875 per share through J.P. Morgan Securities,
Inc., 60 Wall Street, New York, New York 10260. On July 27, 1994, Mr. Cohen
acquired 15,000 shares of RII Common Stock in the open market at $0.875 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. Cohen in his individual capacity.
(e) Not Applicable.
Page 16 of 18 Pages
<PAGE> 17
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).
There are no other 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 has the right to acquire up to 1,089,275 shares of
Common Stock (the "Option Shares"). The option is presently exercisable.
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).
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).
Page 17 of 18 Pages
<PAGE> 18
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.
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.
August 4, 1994
- -----------------------------------------------------------
DATE
/s/ Mervyn E. Griffin
- -----------------------------------------------------------
Mervyn E. Griffin
August 4, 1994
- -----------------------------------------------------------
DATE
/s/ Thomas E. Gallagher
- -----------------------------------------------------------
Thomas E. Gallagher
August 4, 1994
- -----------------------------------------------------------
DATE
/s/ Lawrence Cohen
- -----------------------------------------------------------
Lawrence Cohen
Page 18 of 18 Pages
