<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
July 21, 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 17 Pages
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CUSIP NO. 761185 40 4 13D Page 2 of 17 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) /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
NUMBER 7 Sole Voting Power
OF 10,348,965
SHARES
BENEFICIALLY 8 Shared Voting Power
-0-
OWNED BY 9 Sole Dispositive Power
EACH 10,348,965
REPORTING
PERSON 10 Shared Dispositive Power
WITH -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,368,965
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
24.4%
14 Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 761185 40 4 13D Page 3 of 17 Pages
----------- --- ----
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 Fund*
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
NUMBER 7 Sole Voting Power
OF 15,000
SHARES 8 Shared Voting Power
BENEFICIALLY -0-
OWNED BY 9 Sole Dispositive Power
EACH 15,000
REPORTING
PERSON
WITH 10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,368,965
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
24.4%
14 Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 761185 40 4 13D Page 4 of 17 Pages
----------- --- ----
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 Fund*
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
NUMBER 7 Sole Voting Power
OF 5,000
SHARES 8 Shared Voting Power
BENEFICIALLY -0-
OWNED BY 9 Sole Dispositive Power
EACH 5,000
REPORTING
PERSON
WITH 10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,368,965
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
24.4%
14 Type of Reporting Person*
IN
* 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 17 Pages
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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 the Chief Financial Officer of ARH.
TGG is an investment and
Page 6 of 17 Pages
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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.
(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 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
Page 7 of 17 Pages
<PAGE> 8
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.
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.
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.
Page 8 of 17 Pages
<PAGE> 9
Item 4. Purpose of Transaction.
I. Mervyn E. Griffin
Mr. Griffin acquired the first 4,400,000 shares of
Common Stock in connection with the first restructuring of RII
pursuant to the Chapter 11 Proceedings. Mr. Griffin later
sold 1,885 shares of Common Stock on the American Stock
Exchange on December 19, 1991.
TGG agreed to accept the 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 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.
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:
Page 9 of 17 Pages
<PAGE> 10
(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.
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.
Mr. Gallagher may from time to time in the future acquire
additional shares of Common Stock of RII pursuant to privately
negotiated transactions or in the open market. The purpose of
any such acquisition would be to increase his ownership
interest in RII.
Mr. Gallagher is not currently involved in any plan or
proposal that would result in any of the following:
(a) the acquisition by any person of additional securities
of RII, or the disposition of securities of RII;
Page 10 of 17 Pages
<PAGE> 11
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving RII or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of RII
or any of its subsidiaries;
(d) any change in the present board of directors or
management of RII, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of RII;
(f) any other material change in RII's business or corporate
structure;
(g) changes in RII's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) causing the Common Stock to be delisted from the
American Stock Exchange;
(i) the Common Stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
and Exchange Act of 1934; or
(j) any action similar to any of those listed above.
III. Lawrence Cohen
On July 22, 1994, Mr. Cohen acquired 5,000 shares
of RII Common Stock in the open market in order to acquire an
ownership interest in RII.
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;
Page 11 of 17 Pages
<PAGE> 12
(c) a sale or transfer of a material amount of assets of RII
or any of its subsidiaries;
(d) any change in the present board of directors or
management of RII, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of RII;
(f) any other material change in RII's business or corporate
structure;
(g) changes in RII's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) causing the Common Stock to be delisted from the
American Stock Exchange;
(i) the Common Stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
and Exchange Act of 1934; or
(j) any action similar to any of those listed above.
Item 5. Interest in the Securities of the Issuer.
I. Mervyn E. Griffin
(a) Mr. Griffin, individually and through his
ownership interest in ARH, beneficially owns 10,348,965 shares
of the Common Stock (of which 5,682,115 shares are issued and
outstanding and 4,666,850 shares are issuable upon exercise of
the Warrant held by ARH) constituting 24.4% of the total
issued and outstanding shares of the Common Stock of RII
(assuming 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 15,000 shares of RII Common Stock owned by
Mr. Gallagher and 5,000 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 10,368,965 shares
of the Common Stock constituting 24.4% of the total issued and
outstanding shares of the Common Stock of RII (assuming
exercise of the Warrant).
Page 12 of 17 Pages
<PAGE> 13
(b) Mr. Griffin exercises (i) sole voting and dispositive
power for 5,682,115 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. 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
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.
(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
15,000 shares of the Common Stock constituting 0.04% 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
10,348,965 shares of RII Common Stock owned by Mr. Griffin (of
which 5,682,115 shares are issued and outstanding and
4,666,850 shares are issuable upon exercise of the Warrant
Page 13 of 17 Pages
<PAGE> 14
held by ARH) and 5,000 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 10,368,965 shares of
the Common Stock constituting 24.4% of the total issued and
outstanding shares of the Common Stock of RII (assuming
exercise of the Warrant).
(b) Mr. Gallagher exercises sole voting and dispositive
power for 15,000 shares of the Common Stock.
(c) On July 22, 1994, Mr. Gallagher acquired 15,000 shares
of RII Common Stock in the open market 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
5,000 shares of the Common Stock constituting 0.01% 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
10,348,965 shares of RII Common Stock owned by Mr. Griffin (of
which 5,682,115 shares are issued and outstanding and
4,666,850 shares are issuable upon exercise of the Warrant
held by ARH) and 15,000 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 10,368,965 shares
of the Common Stock constituting 24.4% of the total issued and
outstanding shares of the Common Stock of RII (assuming
exercise of the Warrant).
(b) Mr. Cohen exercises sole voting and dispositive power
for 5,000 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.
Page 14 of 17 Pages
<PAGE> 15
(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.
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
Page 15 of 17 Pages
<PAGE> 16
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. Cohen and anyone else with respect
to any securities of RII
Item 7. Material to be Filed as Exhibits.
A. Agreement dated July 26, 1994 among Mervyn E. Griffin,
Thomas E. Gallagher and Lawrence Cohen regarding Schedule
13D.
Page 16 of 17 Pages
<PAGE> 17
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 26 , 1994
- --------------------------------------
DATE
/s/ Mervyn E. Griffin
- --------------------------------------
Mervyn E. Griffin
July 26 , 1994
- --------------------------------------
DATE
/s/ Thomas E. Gallagher
- --------------------------------------
Thomas E. Gallagher
July 26 , 1994
- --------------------------------------
DATE
/s/ Lawrence Cohen
- --------------------------------------
Lawrence Cohen
Page 17 of 17 Pages
<PAGE> 18
Exhibit A
Dated: July 26, 1994
In connection with the Schedule 13D (Amendment No. 5) (the "Schedule 13D")
with regard to Resorts International, Inc. to be filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, the undersigned hereby acknowledge and agree that the
Schedule 13D is, and all further amendments to the Schedule 13D by the parties
hereto will be, filed on each of our behalf.
By: /s/ Mervyn E. Griffin
-----------------------------
Mervyn E. Griffin
By: /s/ Thomas E. Gallagher
-----------------------------
Thomas E. Gallagher
By: /s/ Lawrence Cohen
-----------------------------
Lawrence Cohen
