RESORTS INTERNATIONAL INC, DEF 14A, 1995-05-23

RESORTS INTERNATIONAL INC
DEF 14A, 1995-05-23
MISCELLANEOUS AMUSEMENT & RECREATION

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

RESORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

$125

/X/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE> 2

RESORTS INTERNATIONAL, INC.

1133 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401

ANNUAL MEETING
JUNE 27, 1995

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of your Company to
be held at 10:00 a.m. on Tuesday, June 27, 1995 at Merv Griffin's Resorts Casino
Hotel, located at 1133 Boardwalk, Atlantic City, New Jersey 08401. Your Board of
Directors and management look forward to greeting those shareholders who are
able to attend.

A report on the current affairs of the Company will be presented at the
meeting and shareholders will have an opportunity for questions and comments. In
addition, shareholders will be asked to consider and vote upon proposals to
elect two Class I directors, to approve a one-for-five reverse stock split of
the Common Stock, to approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to change the name of the Company to Griffin Gaming
& Entertainment, Inc., to approve certain amendments to the Company's 1994 Stock
Option Plan and to ratify the appointment of Ernst & Young LLP, independent
public accountants, as the Company's auditors for the current year.

In preparation for the meeting, we have enclosed a package consisting of:
(i) the Company's 1994 Annual Report; (ii) a proxy statement; and (iii) a proxy
card and a prepaid return envelope for voting your shares. It is important that
your shares be represented and voted at the meeting whether or not you plan to
attend. Please complete, sign, date and return the enclosed proxy card at your
earliest convenience.

We are grateful for your assistance and express our appreciation in
advance.

<TABLE>
<CAPTION>
<S> <C>
Sincerely yours,

MERV GRIFFIN THOMAS E. GALLAGHER
Chairman of the Board President and Chief
Executive Officer
</TABLE>

<PAGE> 3

RESORTS INTERNATIONAL, INC.

1133 BOARDWALK

ATLANTIC CITY, NEW JERSEY 08401

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 27, 1995

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of RESORTS
INTERNATIONAL, INC. (the "Company") will be held at Merv Griffin's Resorts
Casino Hotel, located at 1133 Boardwalk, Atlantic City, New Jersey 08401 on
Tuesday, June 27, 1995 at 10:00 a.m., to consider and vote on:

1. The election of two Class I directors, each to hold office until
the 1998 Annual Meeting of Shareholders and until their respective
successors have been duly elected and qualified;

2. The approval of a one-for-five reverse stock split of the Company's
Common Stock, par value $.01 per share (the "RII Common Stock"), whereby
each outstanding share of RII Common Stock will be reclassified into
one-fifth of a new share of RII Common Stock;

3. The approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to change the name of the Company to "Griffin
Gaming & Entertainment, Inc.";

4. The approval of amendments to the Company's 1994 Stock Option Plan
to permit the grant of Non-Qualified Stock Options to directors of
subsidiaries of the Company and to consultants and others providing
services to the Company and to increase the maximum number of options that
may be granted in any one year to Officer and Key Employee Participants;

5. The ratification of the appointment of Ernst & Young LLP,
independent public accountants, as the Company's auditors for the fiscal
year ending December 31, 1995; and

6. Such other matters as may properly come before the Annual Meeting
or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on May 19, 1995 as
the record date for determining the shareholders entitled to vote at the Annual
Meeting.

The presence, in person or by proxy, of the holders of at least a majority
of all outstanding shares of RII Common Stock is required to constitute a quorum
for the transaction of business at the Annual Meeting. Accordingly, it is
important that your shares be represented at the Annual Meeting whether or not
you plan to attend. The Board of Directors urges you to complete, date, sign and
return the enclosed proxy as soon as possible in the enclosed envelope. You may
revoke the proxy at any time prior to its exercise, provided that you comply
with the procedures set forth in the attached Proxy Statement. If you attend the
Annual Meeting, you may vote in person if you wish.

By order of the Board of Directors,

DAVID G. BOWDEN
Secretary
Atlantic City, New Jersey

May 23, 1995

IMPORTANT: PLEASE MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. THE MEETING
DATE IS JUNE 27, 1995.
<PAGE> 4

PROXY STATEMENT

RESORTS INTERNATIONAL, INC.

ANNUAL MEETING OF SHAREHOLDERS

JUNE 27, 1995

GENERAL INFORMATION

This Proxy Statement and the accompanying 1994 Annual Report (the "Annual
Report") are furnished to you in connection with the solicitation by the Board
of Directors (the "Board") of Resorts International, Inc. (the "Company") of
proxies from holders of the Company's common stock, par value $.01 per share
(the "RII Common Stock"). The proxies will be voted at the Annual Meeting of
Shareholders to be held at Merv Griffin's Resorts Casino Hotel, located at 1133
Boardwalk, Atlantic City, New Jersey 08401 on Tuesday, June 27, 1995 at 10:00
a.m., and at any adjournment or adjournments thereof (the "Annual Meeting").

The mailing address of the principal executive offices of the Company is
1133 Boardwalk, Atlantic City, New Jersey 08401. The Company's telephone number
is (609) 344-6000. This Proxy Statement and the accompanying proxy card (the
"Proxy Card") are first being transmitted to shareholders of the Company on or
about May 23, 1995.

The Board has fixed the close of business on May 19, 1995 as the record
date (the "Record Date") for determining the holders of RII Common Stock
entitled to vote at the Annual Meeting. At the close of business on the Record
Date, an aggregate of 39,705,172 shares of RII Common Stock were issued and
outstanding. Each share of RII Common Stock entitles its holder to one vote on
the election of directors and on each other matter to be voted upon at the
Annual Meeting. Holders of shares of the Company's Class B Redeemable Common
Stock, par value $.01 per share (the "Class B Stock"), will not be entitled to
vote at this year's Annual Meeting because the Class B Stock may be voted only
for the election of Class B Directors, none of whom are eligible for election at
this year's Annual Meeting, and for certain other limited matters, none of which
are under consideration at the Annual Meeting. The Company has no other
outstanding class of voting securities. The presence, in person or by proxy, of
the holders of a majority of the outstanding shares of RII Common Stock is
required to constitute a quorum for the transaction of business at the Annual
Meeting. Proxies will be solicited by mail. The Company also intends to make,
through bankers, brokers or other persons, a solicitation of beneficial holders
of RII Common Stock.

At the Annual Meeting, holders of RII Common Stock will be asked to
consider and vote upon: (i) the election of two Class I directors, each to hold
office until the 1998 Annual Meeting of Shareholders and until his successor has
been duly elected and qualified; (ii) the approval of a one-for-five reverse
stock split of the RII Common Stock, whereby each outstanding share of RII
Common Stock will be reclassified into one-fifth of a new share of RII Common
Stock (the "Reverse Stock Split"); (iii) the approval of an amendment to the
Company's Amended and Restated Certificate of Incorporation (the "Restated
Certificate") to change the name of the Company to "Griffin Gaming &
Entertainment, Inc."; (iv) amendments to the Company's 1994 Stock Option Plan
(the "1994 Stock Option Plan") to permit the grant of Non-Qualified Stock
Options to directors of subsidiaries of the Company and to consultants and
others providing services to the Company and to increase the maximum number of
options that may be granted in any one year to Officer and Key Employee
Participants; and (v) the ratification of the appointment of Ernst & Young LLP,
independent public accountants, as the Company's auditors for the fiscal year
ending December 31, 1995. Election of Directors requires the vote of a plurality
of the shares of RII Common Stock represented at the Annual Meeting. Proposals
(ii) and (iii) require the affirmative vote of the holders of a majority of the
outstanding shares of RII Common Stock. Proposals (iv) and (v) require a
majority vote of the holders of shares of RII Common Stock represented at the
Annual Meeting. Holders of shares of RII Common Stock who do not approve of the
proposals will not be entitled to exercise any dissenters' or appraisal rights.
The Board knows of no matters to be brought before the Annual Meeting other than
those set forth above. Holders of shares of RII Common Stock, however, also may
be asked to consider and take action with respect to such other matters as
properly may come before the Annual Meeting.

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<PAGE> 5

SOLICITATION AND REVOCATION

Proxies in the form of the enclosed Proxy Card are solicited by, or on
behalf of, the Board. The persons named in the Proxy Card have been designated
as proxies by the Board. Each such person is an officer of the Company.

Shares of RII Common Stock represented at the Annual Meeting by a properly
executed and returned Proxy Card will be voted at the Annual Meeting in
accordance with instructions noted thereon or, if no instructions are noted, the
proxy will be voted in favor of the proposals set forth in the Notice of Annual
Meeting of Shareholders. As to other business, if any, that may properly come
before the meeting, the persons named in the accompanying Proxy Card will vote
or refrain from voting thereon in their discretion.

A submitted proxy is revocable by a shareholder at any time prior to its
being voted, provided that such shareholder gives written notice to the
Secretary of the Company at or prior to the Annual Meeting that such shareholder
intends to vote in person or by submitting a subsequently dated proxy.
Attendance at the Annual Meeting by a shareholder who has given a proxy in and
of itself will not constitute a revocation of such proxy.

Proxies will be solicited initially by mail. Further solicitation may be
made by officers and regular employees of the Company personally, by telephone
or otherwise, but such persons will not be specifically compensated for such
services. The Company has retained Chemical Bank to assist, if necessary, in the
solicitation of proxies for a fee of approximately $6,500 plus reasonable
out-of-pocket expenses. Banks, brokers, nominees and other custodians and
fiduciaries will be reimbursed for their reasonable out-of-pocket expenses in
forwarding solicitation material to their principals, the beneficial owners of
RII Common Stock. The costs of soliciting proxies will be borne by the Company.
It is expected that such costs will be nominal.

Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
are not considered as having voted for purposes of determining the outcome of
the election of directors, but are considered as a vote "against" any other
matter. Broker non-votes are not considered as having voted for purposes of
determining the outcome of a vote on any matter. In accordance with the
Company's Amended and Restated By-Laws and the Delaware General Corporation Law,
the Board will appoint two inspectors of election. The inspectors will take
charge of, and will count, the votes and ballots cast at the Annual Meeting and
will make a written report on their determination.

2
<PAGE> 6

OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as to the beneficial ownership
of RII Common Stock as of March 31, 1995 by persons known by the Company to be
holders of 5% or more of such RII Common Stock. The Company is not aware of any
holders of 5% or more of the Class B Stock. Information as to the number of
shares beneficially owned has been furnished by the persons named in the table.

<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF CLASS--RII
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK
--------------------------------------------------- -------------------- --------------------
<S> <C> <C>
Merv Griffin, Thomas E. Gallagher and
Lawrence Cohen(1)(2)............................. 15,890,192(1)(2) 35.82%
c/o The Griffin Group, Inc.
780 Third Avenue, Suite 1801
New York, New York 10017
</TABLE>

---------------

(1) This information was obtained from a Schedule 13D filed with the Securities
and Exchange Commission on January 6, 1995, pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). According to the
Schedule 13D (i) Mr. Griffin, Chairman of the Board of Directors of the
Company, individually and through his ownership interest in Atlantic
Resorts Holdings, Inc. ("ARH"), beneficially owns 14,359,021 shares of RII
Common Stock, including 3,733,479 shares issuable upon exercise of
warrants; (ii) Thomas E. Gallagher, a director of the Company, individually
beneficially owns 1,249,628 shares of RII Common Stock, including 700,028
shares issuable upon exercise of warrants and (iii) Lawrence Cohen, a
director of Resorts International Hotel, Inc. ("RIH"), the Company's
subsidiary which owns and operates Merv Griffin's Resorts Casino Hotel in
Atlantic City, New Jersey (the "Resorts Casino Hotel"), and a director of
Resorts International Hotel Financing, Inc. ("RIHF"), also a subsidiary of
the Company, individually beneficially owns 281,543 shares of RII Common
Stock, including 233,343 shares issuable upon exercise of warrants. Messrs.
Gallagher and Cohen are executive officers of The Griffin Group, Inc.
("Griffin Group") and ARH, corporations controlled by Mr. Griffin. Messrs.
Griffin, Gallagher and Cohen may be deemed to be members of a "group" for
purposes of Rule 13d-5(b)(1) and each may be deemed to be the beneficial
owner of shares owned by the other two members of the group. The amount
reported here represents holdings by the group comprised of Messrs.
Griffin, Gallagher and Cohen. The shares issuable upon exercise of warrants
included herein, a total of 4,666,850 shares, represent the Griffin
Warrant, portions of which were sold to Messrs. Gallagher and Cohen by ARH
in September 1994. See "Griffin Services Agreement" under "Compensation of
Directors and Executive Officers -- Compensation Committee Interlocks and
Insider Participation -- Transactions with Management and Others".

(2) On March 27, 1995, the Compensation/Option Committee granted options to
purchase 500,000 and 75,000 shares of RII Common Stock to Mr. Gallagher and
Mr. Cohen, respectively, at an exercise price equal to the average of the
high and low sale prices of the RII Common Stock on such date. Each grant
is subject to the approval by the Company's shareholders of certain
amendments to the 1994 Stock Option Plan necessary for the issuance of the
options. These options are not included in the amounts reported above;
including these options, the percentage of RII Common Stock beneficially
owned would increase to 36.64%.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as to the beneficial ownership
of RII Common Stock and Class B Stock as of March 31, 1995 by each director,
each nominee, each executive officer named in the Summary Compensation Table
(see "Compensation of Directors and Executive Officers") and by all directors
and officers as a group. Except as noted below, each director, nominee and
executive officer has sole voting and investment power over the shares shown.

3
<PAGE> 7

<TABLE>
<CAPTION>
RII COMMON STOCK CLASS B STOCK
------------------------ ---------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF
BENEFICIAL PERCENT BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
---------------------------------------------------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Merv Griffin........................................ 14,359,021(1) 33.06%
William J. Fallon................................... 35,000(2) .09
Thomas E. Gallagher................................. 1,249,628(1) 3.09
(3)
Jay M. Green........................................ 5,000(4) .01
Charles M. Masson................................... 5,000(4) .01
Vincent J. Naimoli.................................. 5,000(4) .01
Matthew B. Kearney.................................. 87,500(4) .22 215 .61%
David G. Bowden..................................... 25,000(4) .06
Directors and executive officers as a group (8
persons).......................................... 15,771,149(5) 35.63 215 .61
</TABLE>

---------------

(1) Messrs. Griffin and Gallagher, together with Lawrence Cohen, may be deemed
to be members of a "group" for purposes of Rule 13d-5(b)(1) under the
Exchange Act. As a group, Messrs. Griffin, Gallagher and Cohen may be
deemed to beneficially own an aggregate of 15,890,192 shares, or 35.82%, of
the RII Common Stock. See notes (1) and (2) to table of "Security Ownership
of Certain Beneficial Owners".
(2) Includes 5,000 shares which are issuable upon exercise of stock options.
Related percentage shown gives effect to the exercise of all such options.
Also includes 5,000 shares held by Mr. Fallon's spouse in her Individual
Retirement Account, as to which Mr. Fallon disclaims any beneficial
ownership.
(3) On March 27, 1995, the Compensation/Option Committee granted options to
purchase 500,000 shares of RII Common Stock to Mr. Gallagher. This grant is
subject to the approval by the Company's shareholders of certain amendments
to the 1994 Stock Option Plan necessary for the issuance of the options.
These options are not included in the amounts reported above; including
these options, the percentage of RII Common Stock beneficially owned by Mr.
Gallagher would increase to 4.28%.
(4) Ownership represents shares issuable upon exercise of stock options. Related
percentage shown gives effect to the exercise of all such options. Mr.
Green exercised his options in April 1995.
(5) Includes 4,433,507 shares issuable upon exercise of warrants and 132,500
shares issuable upon exercise of stock options. Related percentage shown
gives effect to the exercise of all such options and warrants. Amounts
reported herein exclude the options granted to Mr. Gallagher (see note (3))
which are subject to shareholder approval of amendments to the 1994 Stock
Option Plan. Including these options, the percent of RII Common Stock owned
by directors and executive officers as a group would increase to 36.35%.
Amounts reported herein also do not include shares beneficially owned by,
or options subject to shareholder approval of amendments to the 1994 Stock
Option Plan granted to, Lawrence Cohen. See note (1) hereto and note (2) to
table of "Security Ownership of Certain Beneficial Owners".

ELECTION OF DIRECTORS

The Restated Certificate provides for a Board of six directors. The
Company's current Board was appointed pursuant to a joint plan of reorganization
(the "1994 Plan") effected by the Company and certain of its subsidiaries on May
3, 1994 (the "Effective Date"). The following six persons are currently serving
as directors of the Company: Merv Griffin, William J. Fallon, Thomas E.
Gallagher, Jay M. Green, Charles M. Masson and Vincent J. Naimoli. The Company's
Board of Directors is divided into three equal classes which have staggered
terms. Messrs. Gallagher and Green are serving as Class I directors; their terms
will expire at the Annual Meeting. Messrs. Fallon and Naimoli are serving as
Class II directors; their terms expire at the 1996 annual meeting of
shareholders. Mr. Naimoli is a Class B Director. Messrs. Griffin and Masson are
serving as Class III directors; their terms will expire at the 1997 annual
meeting of shareholders. Mr. Masson is a Class B Director. Notwithstanding the
foregoing, each director serves until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal.

4
<PAGE> 8

Pursuant to the 1994 Plan, Antonio C. Alvarez II, Warren Cowan, Joseph G.
Kordsmeier and Paul C. Sheeline resigned from the Board as of the Effective
Date.

Messrs. Gallagher and Green have been nominated for election as Class I
directors. The terms of the Class I directors elected at the Annual Meeting will
expire at the 1998 annual meeting of shareholders. The Company has no reason to
believe that either of the foregoing nominees is unavailable or will not serve
if elected, although in the unexpected event that either such nominee should
become unavailable to serve as a director, full discretion is reserved to the
persons named as proxies to vote for such other persons as may be nominated.

VOTE REQUIRED FOR ELECTION

The election of Mr. Gallagher and Mr. Green as directors of the Company
requires the affirmative vote of a plurality of the shares of RII Common Stock
represented at the Annual Meeting. Holders of Class B Stock do not have the
right to vote on the election of directors at the Annual Meeting.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF MR. GALLAGHER AND
MR. GREEN TO BE DIRECTORS OF THE COMPANY.

NOMINEES TO BOARD OF DIRECTORS

The following information is provided with respect to each nominee for
election to the Board:

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<PAGE> 9

DIRECTORS NOT STANDING FOR ELECTION

The following information is provided with respect to the directors of the
Company who are not nominees for election to the Board at this Annual Meeting
and whose terms of office as directors will continue after the Annual Meeting:

<TABLE>
<CAPTION>
NAME, AGE AND OTHER POSITIONS
AND OFFICES, IF ANY, WITH THE TENURE AS DIRECTOR AND
COMPANY BUSINESS EXPERIENCE
------------------------------ -------------------------------------------------------------
<S> <C>
Merv Griffin, 69.............. Chairman of the Board of the Company since November 1988;
Chairman of the Board of Chairman of Griffco Resorts Holding, Inc. ("Griffco", a
Directors; Member, Executive company which through September 1990 was owned by Mr.
Committee Griffin and from November 1988 through September 1990 was
the Company's parent) from its incorporation in May 1986 to
September 1990; President of Griffco from September 1988 to
September 1990; Chairman of Griffin Group since its
incorporation in September 1988; Chairman of January
Enterprises, Inc. ("January Enterprises"), a television
production and holding company doing business as Merv
Griffin Enterprises, from 1964 to May 1986, and Chief
Executive Officer from 1964 to March 1994; director of
Hollywood Park Operating Company from 1987 to June 1991;
television and radio producer since 1945. Mr. Griffin
created and produced the nationally syndicated television
game shows, "Wheel of Fortune" and "Jeopardy". For 21
years, through 1986, Mr. Griffin hosted "The Merv Griffin
Show", a nationally syndicated talk show. In 1986, Mr.
Griffin sold January Enterprises to The Coca Cola Company
but he continues to act as Executive Producer of "Wheel of
Fortune" and "Jeopardy", now owned by Sony Pictures
Entertainment, Inc.
William J. Fallon, 41......... Director of the Company since May 1994; Executive Vice
Chairman, Business President of R.M. Bradley & Co. Inc. ("Bradley"), a real
Development and Strategic estate brokerage and management company, since March 1994;
Planning Committee; Member, Senior Vice President of Bradley from 1988 to March 1994;
Compensation/Option other positions with Bradley from 1979 to 1988; a director
Committee of Massachusetts Certified Development Corporation, a small
business development company, since 1987; President of A.D.
Ventures, Inc., an asset development consulting company
owned by Mr. Fallon, since its formation in September 1994.
A.D. Ventures has provided real estate consulting services
to Griffin Group.
Charles M. Masson, 42......... Director of the Company since May 1994; Chairman of the Board
(Class B Director) Member, of Directors of Cadillac Fairview Corporation Limited, a
Executive Committee, property developer, since September 1994; President of
Compensation/Option McCloud Partners, a private advisory firm, since June 1993;
Committee, Audit Committee a director of Salomon Brothers Inc from 1991 through May
and Business Development and 1993; Vice President of Salomon Brothers Inc from 1983
Strategic Planning Committee through 1990.
</TABLE>

6
<PAGE> 10

EXECUTIVE OFFICERS

The following information is provided with respect to the executive
officers of the Company who are not directors of the Company:

<TABLE>
<CAPTION>
OFFICES AND POSITIONS
NAME AND AGE WITH THE COMPANY
---------------------------------------------- ----------------------------------------------
<S> <C>
Matthew B. Kearney, 55........................ Executive Vice President -- Finance since
September 1993; Chief Financial Officer since
1982; Treasurer since May 1993; Office of
the President from November 1993 to March
1995; and Vice President -- Finance from
1982 through September 1993.
David G. Bowden, 54........................... Vice President -- Controller and Chief
Accounting Officer since 1979; and Secretary
since August 1994.
</TABLE>

The Company's executive officers serve at the pleasure of the Board.

BOARD MEETINGS

The Board held nine meetings in 1994. The Executive Committee of the Board
consists of Messrs. Gallagher (Chairman), Griffin and Masson. The Board also has
a standing Audit Committee, consisting of Messrs. Green (Chairman), Masson and
Naimoli; a standing Compensation/Option Committee, consisting of Messrs. Naimoli
(Chairman), Fallon, Green and Masson; and a standing Business Development and
Strategic Planning Committee consisting of Messrs. Fallon (Chairman), Gallagher
and Masson. The Audit Committee met two times in 1994 and the
Compensation/Option Committee met one time in 1994. The Board does not have any
nominating committee or committee performing similar functions.

During the intervals between the meetings of the Board, the Executive
Committee may exercise all powers of the Board in the management of the
business, affairs and property of the Company, to the extent permitted by
Delaware law. Among the Audit Committee's responsibilities are: to recommend to
the Board the engagement or discharge of the Company's independent accountants;
to review with the Company's independent accountants the plan and results of the
annual audit engagement; to review the degree of independence of the Company's
independent accountants; to consider the range of audit and non-audit fees; and
to review the results of the Company's internal audit reports. The
Compensation/Option Committee is authorized to review salaries and compensation,
including non-cash benefits, of directors, officers and other employees of the
Company, and to recommend to the Board salaries and other forms of compensation
and

7
<PAGE> 11

benefits as it deems necessary. The Business Development and Strategic Planning
Committee's responsibilities include developing and monitoring the Company's
strategic goals.

No incumbent director of the Company attended fewer than 75% of the
aggregate number of meetings of the Board and committees of the Board during
1994, or the portion thereof during which he served as a director or committee
member.

RELATED PARTY TRANSACTIONS AND RELATIONSHIPS

See "Compensation of Directors and Executive Officers -- Compensation
Committee Interlocks and Insider Participation" for information regarding
certain relationships and related transactions involving directors which serve
or served on the Compensation/Option Committee of the Company's Board.

Mr. Gallagher, a director of the Company since 1993, was appointed
President and Chief Executive Officer of the Company effective May 1, 1995. Mr.
Gallagher has been the President and Chief Executive Officer of Griffin Group
since April 1992. In connection with Mr. Gallagher's appointment as President
and Chief Executive Officer of the Company, the Board has agreed to pay $300,000
per year for his services in this capacity. Such payment is to be made to
Griffin Group where Mr. Gallagher remains President and Chief Executive Officer.

In addition, the Compensation/Option Committee granted options to purchase
500,000 shares of RII Common Stock to Mr. Gallagher, subject to the approval by
the Company's shareholders of certain amendments to the 1994 Stock Option Plan.

As noted above, Mr. Gallagher is a director and the President and Chief
Executive Officer of the Company and also serves as the President and Chief
Executive Officer of Griffin Group. See "Griffin Services Agreement" and "Other
Transactions" under "Compensation of Directors and Executive
Officers -- Compensation Committee Interlocks and Insider
Participation -- Transactions with Management and Others" for a discussion of
payments made by the Company and RIH to Griffin Group.

Mr. Gallagher filed his Initial Statement of Beneficial Ownership of
Securities on Form 3, reflecting no securities of the Company owned, in July
1994.

8
<PAGE> 12

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table (the "Summary Compensation Table") sets forth
information concerning compensation earned by, paid to or awarded to each
individual serving as the Company's Chief Executive Officer or acting in a
similar capacity during 1994 and to each of the other executive officers of the
Company who were serving as executive officers at December 31, 1994 for services
rendered in all capacities to the Company and its subsidiaries.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION --
NUMBER OF
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL ------------------- UNDERLYING STOCK ALL OTHER
POSITION DURING 1994 YEAR SALARY BONUS OPTIONS GRANTED COMPENSATION
--------------------------------------- ---- -------- -------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Matthew B. Kearney..................... 1994 $300,000 $325,000(2) 200,000 $ 17,002(5)
Office of the President, Executive 1993 281,712 100,000(3) 26,419
Vice President -- Finance and Chief 1992 275,000 125,000(4) 16,074
Financial Officer
Christopher D. Whitney(1).............. 1994 $178,846 $125,000(2) $233,550(5)
Office of the President, Executive 1993 300,000 100,000(3) 13,379
Vice President and Chief of Staff 1992 300,000 125,000(4) 14,592
David G. Bowden........................ 1994 $135,000 $ 70,000(2) 35,000 $ 11,857(5)
Vice President -- Controller and 1993 135,000 31,303
Chief Accounting Officer 1992 135,000 40,000(4) 8,126
</TABLE>

---------------

(1) Mr. Whitney resigned from all positions with the Company and its
subsidiaries as of July 31, 1994.
(2) Includes bonus in recognition of efforts relative to the reorganization of
the Company: Mr. Kearney -- $125,000, Mr. Whitney -- $125,000 and Mr.
Bowden -- $50,000; and performance bonus for 1994: Mr. Kearney -- $200,000
and Mr. Bowden -- $20,000.
(3) Represents bonus in recognition of efforts relative to the reorganization of
the Company.
(4) Represents performance bonus for 1992.
(5) Includes $222,306 lump sum termination benefit to Mr. Whitney; the cost of
group life, health, and other insurance coverage: Mr. Kearney -- $11,228,
Mr. Whitney -- $7,667 and Mr. Bowden -- $9,157; and the Company's
contribution to a defined contribution group retirement plan: Mr.
Kearney -- $5,774, Mr. Whitney -- $3,577 and Mr. Bowden -- $2,700.

See also the description of the Griffin Services Agreement under
"Compensation Committee Interlocks and Insider Participation -- Transactions
with Management and Others -- Griffin Services Agreement" below for a
description of compensation to Griffin Group for certain services rendered by
Mr. Griffin.

9
<PAGE> 13

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth the information concerning options to
purchase shares of RII Common Stock which were granted during 1994 to the
individuals named in the Summary Compensation Table.

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
INDIVIDUAL GRANTS(1) RATES OF STOCK
--------------------------------------------------------- PRICE APPRECIATION
NUMBER OF % OF TOTAL FOR OPTION TERM --
SECURITIES OPTIONS GRANTED 10 YEARS
UNDERLYING TO EMPLOYEES IN EXERCISE EXPIRATION -------------------
NAME OPTIONS GRANTED FISCAL YEAR PRICE DATE 5% 10%
--------------------------- --------------- --------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Matthew B. Kearney......... 200,000 20.0% $1.03125 8/1/04 $129,710 $328,709
David G. Bowden............ 35,000 3.5% 1.03125 8/1/04 22,699 57,524
</TABLE>

---------------

(1) These options were granted on August 1, 1994, and are to vest 25% per year
on the first four anniversaries of the date granted.

FISCAL YEAR END OPTION VALUE TABLE

The following table sets forth information as of December 31, 1994,
concerning the unexercised options held by executive officers named in the
Summary Compensation Table, none of whom exercised options in 1994. No options
held by those executive officers were in-the-money at December 31, 1994. Options
are "in-the-money" when the fair market value of underlying common stock exceeds
the exercise price of the option. The exercisable options held by the named
executives have an exercise price of $1.875 per share. The unexercisable options
held by the named executives have an exercise price of $1.03125 per share. The
closing price of RII Common Stock on December 31, 1994, was $.875 per share.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS AT
DECEMBER 31, 1994
-----------------------------
NAME EXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
Matthew B. Kearney.................................................. 87,500 200,000
David G. Bowden..................................................... 25,000 35,000
</TABLE>

COMPENSATION OF DIRECTORS

The Company's non-employee directors are each entitled to receive $35,000
annually as compensation for serving as a director, $500 for each Board meeting
attended and $500 for each Committee meeting attended when such Committee
meeting is not held on the same day as a Board meeting or another Committee
meeting. Also, any non-employee director who, upon the request of the Board or
of the Chairman of a Committee of the Board, performs services on behalf of the
Company or its subsidiaries in addition to such director's preparation for and
attendance at meetings of the Board or its Committees is entitled to receive a
per diem fee of $1,250.

No compensation was paid to Mr. Griffin for his services as a director of
the Company in 1994. However, Griffin Group was compensated for certain services
provided by Mr. Griffin, including Mr. Griffin's serving as Chairman of the
Board of the Company. See the description of the Griffin Services Agreement
under "Compensation Committee Interlocks and Insider
Participation -- Transactions with Management and Others -- Griffin Services
Agreement" below.

Messrs. Alvarez, Cowan, Kordsmeier and Sheeline received $10,750 each for
their services as directors during 1994, which services terminated as of the
Effective Date. Messrs. Fallon, Green, Masson and Naimoli received $35,834,
$25,834, $25,834 and $25,834, respectively, for their services during 1994,
which services commenced on the Effective Date. Mr. Fallon's compensation
includes per diem fees paid to him and his company, A.D. Ventures, Inc., for
services on behalf of the Company in addition to preparation for and attendance
at meetings. Mr. Gallagher, who served as a director throughout the year 1994,
received $39,500 for his services during 1994.

10
<PAGE> 14

Pursuant to the 1994 Stock Option Plan, on the date that a director of the
Company commences service on the Stock Option Committee, such Committee member
automatically shall be granted a non-qualified option to purchase 10,000 shares
of RII Common Stock. One half of such options are to be exercisable upon grant
and the remainder are to become exercisable on the first anniversary of the
grant date. Accordingly, Messrs. Fallon, Green, Masson and Naimoli were each
granted options on June 7, 1994 to purchase 10,000 shares of RII Common Stock at
$1.03125 per share.

In addition, see "Election of Directors -- Related Party Transactions and
Relationships" for a discussion of compensation to be paid for the services of
Mr. Gallagher in his capacity as President and Chief Executive Officer of the
Company which services commenced on May 1, 1995. Also discussed are stock
options to purchase 500,000 shares of RII Common Stock granted to Mr. Gallagher
by the Board, subject to approval by the Company's shareholders of the proposed
amendments to the 1994 Stock Option Plan.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

The Company has an employment agreement with Mr. Kearney, dated as of May
3, 1991, which was extended to May 1996. Mr. Kearney's agreement, as amended,
provides for an annual salary of $300,000. If the Company terminates the
executive's employment without cause, as defined, the executive will be entitled
to receive base salary payments through the end of his term of employment. If
such a termination of his employment follows a change in control, as defined,
the executive will receive a lump-sum payment equal to the present value of such
base salary payments.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Fallon, Green, Masson and Naimoli have served as members of the
Compensation/Option Committee of the Board since the Effective Date. Messrs.
Alvarez, Griffin and Sheeline served as members of the Compensation Committee
until the Effective Date. Mr. Griffin also serves as an officer of the Company.

Transactions with Management and Others

Griffin Services Agreement. In April 1993 the Company and RIH, the
Company's subsidiary which owns and operates the Resorts Casino Hotel, entered
into a License and Services Agreement with Griffin Group (the "Griffin Services
Agreement") dated and effective as of September 17, 1992 to replace the previous
License and Services Agreement among the Company, Merv Griffin and Griffin Group
upon its expiration. Pursuant to the Griffin Services Agreement, Griffin Group
granted the Company and RIH a non-exclusive license to use the name and likeness
of Merv Griffin in certain advertising media and limited merchandising for the
sole purpose of advertising and promoting the facilities and operations of the
Company and RIH. In connection with such license, Griffin Group will not grant
any similar license to any casino/hotel located in Atlantic City during the term
of the Griffin Services Agreement, so long as the Company and RIH own or operate
casino and hotel facilities there.

Pursuant to the Griffin Services Agreement, Griffin Group agreed to provide
to the Company and RIH, for the term of the Griffin Services Agreement, the
non-exclusive services of Merv Griffin, subject to the performance by the
Company and RIH of their obligations under the Griffin Services Agreement, (i)
as Chairman of the Board of Directors of the Company, (ii) as host, producer,
presenter and featured performer relative to certain shows to be presented at
the Resorts Casino Hotel, (iii) as consultant and marketing adviser, (iv) in
certain capacities, as spokesperson for the Company and RIH and (v) as
participant in certain radio, television and print advertisements.

The Griffin Services Agreement is to continue in force until September 17,
1997 and provides for earlier termination under certain circumstances including,
among others, a change of control (as defined) of the Company and RIH and Mr.
Griffin ceasing to serve as Chairman of the Board of the Company.

The Griffin Services Agreement provides for compensation to Griffin Group
in the following annual amounts over the five year term: $2,000,000; $2,100,000;
$2,205,000; $2,310,000 and $2,425,000. The agreement called for a payment of
$4,100,000, upon signing, representing compensation for the first two years

11
<PAGE> 15

of services. Thereafter, the agreement called for annual payments on September
17, each representing a prepayment for the year ending two years hence. In lieu
of paying in cash, at the Company's option, it could satisfy its obligation to
make any of the payments required under the Griffin Services Agreement by
reducing the amount of the Group Note described below under "Indebtedness of
Management." In the event of an early termination of the Griffin Services
Agreement, and depending on the circumstances of such early termination, all or
a portion of the compensation paid to Griffin Group in respect of the period
subsequent to the date of termination may be required to be repaid to the
Company and RIH.

RIH made the $4,100,000 payment for the first two years under the Griffin
Services Agreement in April 1993. In September 1993, the Company satisfied the
obligation to make the $2,205,000 payment for the year ending September 16, 1995
by reducing the Group Note by that amount. In May 1994, as contemplated in the
1994 Plan, the Company satisfied the $2,310,000 obligation to Griffin Group for
the fourth year of the Griffin Services Agreement by reducing the principal
amount of the Group Note in an equal amount. The final payment required under
the agreement, $2,425,000, was to be due in September 1995. On August 1, 1994,
following review and approval by the independent members of the Company's Board
of Directors, the Company agreed to issue 1,940,000 shares of RII Common Stock
to ARH, an affiliate of Griffin Group through which Mr. Griffin holds certain
securities of the Company, in satisfaction of this final payment obligation. The
closing price of RII Common Stock on the date of the agreement was $1.0625 per
share. The shares are not registered under the Securities Act of 1933 and are
restricted securities.

As additional compensation provided for in the Griffin Services Agreement,
on the Effective Date the Company issued to ARH, as assignee from Griffin Group,
a warrant to purchase 4,666,850 shares of RII Common Stock at $1.20 per share
(the "Griffin Warrant"). The Griffin Warrant is exercisable through May 3, 1998.

The Company and RIH also have agreed to indemnify Merv Griffin and Griffin
Group for certain costs and liabilities arising in connection with the Griffin
Services Agreement or Merv Griffin's services, or the service of any employee of
Griffin Group, as a director or officer of the Company or any subsidiary
thereof.

Pursuant to the Griffin Services Agreement, the Company and RIH have agreed
to maintain comprehensive public liability, personal injury and umbrella
insurance coverage in specified amounts for both Griffin Group and Merv Griffin,
individually.

The Company and RIH also have agreed to reimburse Griffin Group for certain
expenses incurred by Griffin Group and Merv Griffin in connection with the
license and services agreed to under the Griffin Services Agreement.

Other Transactions. The Company and its subsidiaries reimbursed Griffin
Group $296,000 for charter air services rendered in 1994 to Mr. Griffin, as well
as other directors and officers of the Company and its subsidiaries, for travel
related to Company business.

In 1994 the Company and RIH incurred charges from unaffiliated parties of
$394,000 in producing the live television broadcast of "Merv Griffin's New
Year's Eve Special" from the Resorts Casino Hotel.

See also "Election of Directors -- Related Party Transactions and
Relationships" for a discussion of compensation to be paid by the Company for
the services of Thomas E. Gallagher as President and Chief Executive Officer of
the Company.

Antonio C. Alvarez II, a shareholder of Alvarez & Marsal, Inc., was a
member of the Board of Directors of the Company from September 1990 until the
Effective Date. In 1994 the Company paid Alvarez & Marsal, Inc. $225,000 and
issued 112,500 shares of the RII Common Stock as compensation for financial
advisory services rendered in connection with the reorganization of the Company.

Indebtedness of Management

Pursuant to the 1990 plan of reorganization (the "1990 Plan") of the
Company and certain of its subsidiaries, in September 1990, the Company received
$12,345,000 in cash and an $11,000,000 promissory note (the "Griffin Note") from
Merv Griffin for 4,400,000 shares of RII Common Stock purchased by him.

12
<PAGE> 16

In April 1993, in accordance with the Griffin Services Agreement described above
under "Transactions with Management and Others -- Griffin Services Agreement",
simultaneous with RIH's payment to Griffin Group of $4,100,000 for the first two
years of service under the agreement, Mr. Griffin made a partial payment of
principal and interest in the amount of $4,100,000 on the Griffin Note. This
resulted in a remaining balance of $7,523,333. The Griffin Note was then
canceled and a new note from Griffin Group (the "Group Note") in the amount of
$7,523,333 was substituted therefor. The Group Note was payable on demand and
bore interest at the rate of 3% per year. Merv Griffin personally guaranteed
payment of the Group Note. As noted above, the balance of the Group Note was
reduced by $2,205,000 in September 1993 and by $2,310,000 in May 1994 in
satisfaction of fees due to Griffin Group under the Griffin Services Agreement.
Also in May 1994, as part of the reorganization of the Company, Griffin Group
repaid the remaining principal balance of $3,008,000 and accrued interest
thereon.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

This report was prepared on behalf of the various members of the Board of
Directors who participated in the executive compensation decisions during the
year ended December 31, 1994. Prior to May 3, 1994, the effective date of the
Company's reorganization, Merv Griffin, Antonio C. Alvarez II, and Paul C.
Sheeline served as the Compensation Committee. Subsequent to May 3, 1994, the
members of the Compensation/Option Committee were Vincent J. Naimoli
(Chairman), Jay M. Green, Charles M. Masson and William J. Fallon. In summary,
and as indicated below, incentive compensation awarded to executive officers was
based upon individual performance, whether such individual performance was
related to specific tasks or to the Company's financial performance. Amounts
awarded are determined on a subjective basis, rather than calculated pursuant to
specific formulas, although certain financial targets are used to measure the
Company's financial performance.

Background

In September 1990, the Company emerged from bankruptcy under the 1990 Plan
which 1990 Plan would have left the Company financially viable, had the Company
been able to (i) sell its Paradise Island operations and properties at their
then estimated value and (ii) generate substantial excess cash flow from its
operations and the contemplated sale of its non-operating real estate in
Atlantic City, New Jersey. The recession in the United States, the acute
competition in Atlantic City and The Bahamas, and the impact of the conflict in
the Persian Gulf in early 1991 and its effect on transportation and tourism all
adversely affected the Company's financial stability. In late 1991 the Company
engaged financial advisers to assist it in the development and analysis of
financial alternatives as well as the development of a long-term financial plan.
The analysis indicated, among other things, that a total debt restructuring was
necessary and that the separation of the Paradise Island operations from the
rest of the Company was advantageous. Discussions commenced with representatives
of certain noteholders of the Company and in December 1992 a preliminary
agreement for the restructuring was reached. This agreement became more complex
when a prospective purchaser of the Paradise Island operations was identified in
the summer of 1993. The Company signed a purchase agreement for the sale of the
Paradise Island operations in October 1993, disseminated an "Information
Statement/Prospectus for Solicitation of Votes on Prepackaged Plan of
Reorganization" in February 1994, filed the 1994 Plan of Reorganization with the
Bankruptcy Court in March 1994 and emerged from bankruptcy on May 3, 1994. As a
result of the reorganization, the principal amount of the Company's publicly
held recourse debt was reduced from $518,000,000 to $160,000,000 and common
equity was diluted by only 40%.

Base Salary

Base salaries of executive officers did not change during 1994. The latest
such change was in 1993 and resulted as the Company's former President and Chief
Executive Officer resigned in October 1993. The Company's previous Board of
Directors created an Office of the President and named Christopher D. Whitney
and Matthew B. Kearney as members of that office. At that time Mr. Kearney's
annual base salary was increased to $300,000, a 9% increase, to equal that of
Mr. Whitney's.

13
<PAGE> 17

Other Cash Compensation

In April 1994, after the 1994 Plan was confirmed and prior to its effective
date, the previous Board of Directors, recognizing that the Company had
successfully and expediently completed the bankruptcy process, awarded cash
bonuses of $125,000 to each member of the Office of the President and $50,000 to
David G. Bowden, the Company's Vice President -- Controller.

In July 1994, Mr. Whitney resigned and was granted a lump sum termination
benefit as provided for in his employment agreement.

In March 1995, in recognition of (i) their continuing role in the
reorganization process, (ii) the 1994 financial performance of the Resorts
Casino Hotel, which was its best performance since 1987, and (iii) achieving the
1994 target earnings before interest, taxes and depreciation, the
Compensation/Option Committee awarded Messrs. Kearney and Bowden cash bonuses of
$200,000 and $20,000, respectively.

Long-Term Incentive Compensation

The 1994 Plan, effective May 3, 1994, included the adoption of the 1994
Stock Option Plan, the purpose of which is to attract, retain and motivate the
officers, directors and key employees of the Company and the officers and key
employees of the Company's subsidiaries. With the proliferation of gaming
throughout the United States and in light of the fact that the Company has been
through the bankruptcy process twice in the last five years, in August 1994 the
Compensation/Option Committee granted to Messrs. Kearney and Bowden options to
purchase 200,000 and 35,000 shares, respectively, of the RII Common Stock as
long-term incentive compensation.

Member of Compensation Committee
for the period to May 3, 1994

Merv Griffin

Compensation/Option Committee
for the period from May 3, 1994

Vincent J. Naimoli, Chairman
William J. Fallon
Jay M. Green
Charles M. Masson

14
<PAGE> 18

STOCK PRICE PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on RII
Common Stock with that of the Dow Jones Equity Market Index and the Dow Jones
Industry Group Index for the Entertainment & Leisure -- Casinos industry group.
The stock performance used herein is calculated by assuming $100 was invested at
September 17, 1990, the date RII Common Stock commenced trading on a "when
issued" basis following the Company's emergence from bankruptcy under the 1990
Plan. The computation of cumulative total shareholder performance assumes
reinvestment of dividends; however, the Company paid no dividends on the RII
Common Stock during the periods presented.

[Description of Stock Price Performance Graph: The Stock Price Performance
Graph Illustrates the data points presented in the following table in linear
form for each of (i) the RII Common Stock, (ii) the Dow Jones Equity Market
Index and (iii) the Dow Jones Industry Group Index-Casinos.]

<TABLE>
<CAPTION>
09/17/90 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
RII Common Stock 100 46 92 54 100 54
Dow Jones Equity Market Index 100 105 139 151 166 167
Dow Jones Industry Group 100 105 161 249 380 292
Index-Casinos
</TABLE>

REVERSE STOCK SPLIT

The Board unanimously has approved, and recommends to the holders of the
RII Common Stock that they approve, the Reverse Stock Split. If approved by the
shareholders, the Reverse Stock Split may be effected, as described below.

The intent of the Reverse Stock Split is to reduce the number of shares of
RII Common Stock outstanding and to increase the marketability and liquidity of
the RII Common Stock. If the Reverse Stock Split is approved by the holders of
the RII Common Stock at the Annual Meeting, the Reverse Stock Split will be
effected unless there is a subsequent determination by the Board that the
Reverse Stock Split is not in the best interests of the Company and its
shareholders. Although the Board believes as of the date of this Proxy Statement
that the Reverse Stock Split is advisable, the Reverse Stock Split may be
abandoned by the Board at any time before, during or after the Annual Meeting
and prior to filing the proposed amendment to the Restated Certificate, as set
forth in Exhibit A to this Proxy Statement.

15
<PAGE> 19

The discussion of the Reverse Stock Split set forth below is qualified in
its entirety by reference to Exhibit A, which is incorporated herein by
reference.

PURPOSES OF THE REVERSE STOCK SPLIT

The principal purpose of the Reverse Stock Split is to reduce the number of
shares of RII Common Stock outstanding. The Board believes that the total number
of shares currently outstanding is disproportionately large relative to the
Company's present market capitalization due to the issuance of additional shares
of RII Common Stock in connection with the reorganization of the Company in
1994.

The Board of Directors believes that a decrease in the number of authorized
and outstanding shares of RII Common Stock, without any material alteration of
the proportionate economic interest in the Company held by individual
shareholders, may increase the trading price of the outstanding shares to a
price more appropriate for an exchange-listed security, although no assurance
can be given that the market price of the RII Common Stock will rise in
proportion to the reduction in the number of outstanding shares resulting from
the Reverse Stock Split.

Additionally, the Board of Directors believes that the current per share
price of the RII Common Stock may limit the effective marketability of the RII
Common Stock because of the reluctance of many brokerage firms and institutional
investors to recommend lower-priced stocks to their clients or to hold them in
their own portfolios. Certain policies and practices of the securities industry
may tend to discourage individual brokers within those firms from dealing in
lower-priced stocks. Some of those policies and practices involve time-consuming
procedures that make the handling of lower-priced stocks economically
unattractive. The brokerage commission on a sale of lower-priced stock may also
represent a higher percentage of the sale price than the brokerage commission on
a higher-priced issue. Any reduction in brokerage commissions resulting from the
Reverse Stock Split may be offset, however, in whole or in part, by increased
brokerage commissions required to be paid by shareholders selling "odd lots"
created by the Reverse Stock Split.

The Board believes that the decrease in the number of shares of RII Common
Stock outstanding as a consequence of the proposed Reverse Stock Split and the
resulting anticipated increased price level will encourage greater interest in
the RII Common Stock by the financial community and the investment public and
possibly promote greater liquidity for the holders of the RII Common Stock. It
is possible, however, that liquidity could be affected adversely by the reduced
number of shares outstanding after the Reverse Stock Split. Although any
increase in the market price of the RII Common Stock resulting from the Reverse
Stock Split may be proportionately less than the decrease in the number of
shares outstanding, the proposed Reverse Stock Split could result in a market
price for the shares that would be high enough to overcome the reluctance,
policies and practices of brokerage houses and investors referred to above and
to diminish the adverse impact of correspondingly high trading commissions on
the market for the shares.

There can be no assurances, however, that the foregoing effects will occur
or that the market price of the RII Common Stock immediately after
implementation of the proposed Reverse Stock Split will be maintained for any
period of time, or that such market price will approximate five times the market
price before the proposed Reverse Stock Split.

EFFECT OF THE REVERSE STOCK SPLIT

If the Reverse Stock Split is approved by the holders of RII Common Stock
at the Annual Meeting, and unless there is a subsequent determination by the
Board of Directors that the Reverse Stock Split is not in the best interests of
the Company and its shareholders, an amendment to Article IV of the Restated
Certificate, in the form set forth in Exhibit A hereto, would be filed with the
Secretary of State of the State of Delaware on any date (the "Reverse Split
Date") selected by the Board on or prior to the Company's next annual meeting of
shareholders. The Reverse Stock Split would become effective as of 5:00 p.m. on
the date of such filing. Without any further action on the part of the Company
or the holders of the RII Common Stock, the shares of RII Common Stock held by
shareholders of record as of the Reverse Split Date would be converted at 5:00
p.m. on the Reverse Split Date into the right to receive an amount of whole
shares of new RII Common

16
<PAGE> 20

Stock equal to the number of their shares divided by five. The number of
authorized shares of RII Common Stock would be reduced from 100,000,000 to
20,000,000.

No fractional shares would be issued, and no such fractional share interest
would entitle the holder thereof to vote or to any rights of a shareholder of
the Company. In lieu of any such fractional shares, a certificate or
certificates evidencing the aggregate of all fractional shares otherwise
issuable (rounded, if necessary, to the next higher whole share) will be issued
to the Company's transfer agent, Chemical Bank (the "Exchange Agent"), or its
nominee, as agent for the accounts of all holders of shares of RII Common Stock
otherwise entitled to have a fraction of a share issued to them in connection
with the Reverse Stock Split. Sales of fractional interests will be effected by
the Exchange Agent as soon as practicable on the basis of prevailing market
prices of the RII Common Stock on the American Stock Exchange at the time of
sale. After the Reverse Split Date, the Exchange Agent will pay to such
shareholders their pro rata share of the net proceeds derived from the sale of
their fractional interests upon surrender of their stock certificates. The
interest in the Company of any holder of fewer than five shares of RII Common
Stock prior to the Reverse Split Date would thereby be terminated.

Approval of the Reverse Stock Split would not affect any continuing
shareholder's percentage ownership interest in the Company or proportional
voting power, except for minor differences resulting from the payment in cash of
fractional shares. The shares of RII Common Stock which would be issued upon
approval of the Reverse Stock Split would be fully paid and nonassessable. The
voting rights and other privileges of the continuing holders of RII Common Stock
would not be affected substantially by adoption of the Reverse Stock Split or
subsequent implementation thereof.

The par value of the RII Common Stock would remain at $0.01 per share
following the Reverse Stock Split, and the number of shares of RII Common Stock
outstanding would be reduced. As a consequence, the aggregate par value of the
outstanding RII Common Stock would be reduced, while the aggregate capital in
excess of par value attributable to the outstanding RII Common Stock for
statutory and accounting purposes would be correspondingly increased. Under
Delaware law, the Board would have the authority, subject to certain
limitations, to transfer some or all of such capital in excess of par value from
capital to surplus, which could be distributed to shareholders as dividends or
used by the Company to repurchase outstanding stock. The Company has no plans to
reduce capital at this time.

The RII Common Stock is listed for trading on the American Stock Exchange.
The number of holders of the RII Common Stock on the Record Date was
approximately 17,000. The Company does not currently anticipate that the Reverse
Stock Split would result in a reduction in the number of holders large enough to
jeopardize continued listing of the RII Common Stock on the American Stock
Exchange.

As of the Record Date, the number of issued and outstanding shares of RII
Common Stock was 39,705,172. As a result of the Reverse Stock Split, the
aggregate number of shares of RII Common Stock that would be issued and
outstanding would be 7,941,034, and 10,377,035 shares would be authorized and
unissued (after the reservation of an additional 1,681,931 shares of RII Common
Stock for issuance upon exercise of outstanding stock options under the
Company's prior Senior Management Stock Option Plan (the "1990 Stock Option
Plan"), the 1994 Stock Option Plan and the Griffin Warrant). Although the 1990
Stock Option Plan was terminated on the Effective Date of the Company's
reorganization in 1994, certain options granted under the 1990 Stock Option Plan
remain outstanding.

Pursuant to the terms of the 1994 Stock Option Plan, the total number of
shares reserved for grants and all options granted under the plan would be
reduced proportionately. All options granted under the 1990 Stock Option Plan
also would be reduced proportionately. The cash consideration payable per share
upon exercise of the options pursuant to these plans would be increased
proportionately. Similarly, the total number of shares issuable upon exercise of
the Griffin Warrant would be decreased proportionately and the cash
consideration payable per share upon exercise of the Griffin Warrant would
increase proportionately.

17
<PAGE> 21

The following table illustrates the principal effects of the proposed
Reverse Stock Split, as of the Record Date:

<TABLE>
<CAPTION>
PRIOR TO REVERSE AFTER REVERSE
NUMBER OF SHARES OF RII COMMON STOCK: STOCK SPLIT STOCK SPLIT
------------------------------------------------------- ---------------- -------------
<S> <C> <C>
Authorized............................................. 100,000,000 20,000,000
Outstanding............................................ 39,705,172 7,941,034
Reserved for issuance upon exercise of options granted
under the 1994 Stock Option Plan..................... 1,608,500(1) 321,700(1)
Reserved for issuance upon exercise of options granted
under the 1990 Stock Option Plan..................... 1,414,381 282,876
Reserved for issuance upon exercise of the Griffin
Warrant.............................................. 4,666,850 933,370
Reserved for issuance in connection with future grants
under the 1994 Stock Option Plan..................... 719,925 143,985
Available for future issuance by action of the Board
(after giving effect to the reservations above)...... 51,885,172 10,377,035
</TABLE>

---------------

(1) Includes options to purchase an aggregate of 575,000 shares (115,000 shares
after the Reverse Stock Split) of RII Common Stock granted to Messrs.
Gallagher and Cohen subject to shareholder approval of certain amendments
to the 1994 Stock Option Plan.

EXCHANGE OF STOCK CERTIFICATES

If the Reverse Stock Split is consummated, as soon as practicable after the
Reverse Split Date the Company will send a letter of transmittal to each
shareholder of record on the Reverse Split Date for use in transmitting
certificates representing shares of RII Common Stock ("Old Certificates") to the
Exchange Agent. The letter of transmittal will contain instructions for the
surrender of Old Certificates to the Exchange Agent in exchange for certificates
representing the appropriate number of whole shares of new RII Common Stock. No
new certificates will be issued to a shareholder until such shareholder has
surrendered all Old Certificates together with a properly completed and executed
letter of transmittal to the Exchange Agent.

Upon proper completion and execution of the letter of transmittal and
return thereof to the Exchange Agent, together with all Old Certificates,
shareholders will receive a new certificate or certificates representing the
number of whole shares of new RII Common Stock into which their shares of RII
Common Stock represented by the Old Certificates have been converted as a result
of the Reverse Stock Split. Until surrendered, outstanding Old Certificates held
by shareholders will be deemed for all purposes to represent the number of whole
shares of RII Common Stock to which such shareholders are entitled as a result
of the Reverse Stock Split. Shareholders should not send their Old Certificates
to the Exchange Agent until they have received the letter of transmittal. Shares
not presented for surrender as soon as practicable after the letter of
transmittal is sent shall be exchanged at the first time they are presented for
transfer.

No service charges will be payable by holders of shares of RII Common Stock
in connection with the exchange of certificates, all expenses of which will be
borne by the Company.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material anticipated Federal income tax
consequences of the Reverse Stock Split to shareholders of the Company. This
summary is based on the Federal income tax laws now in effect and as currently
interpreted. It does not take into account possible changes in such laws or
interpretations, including amendments to applicable statutes, regulations and
proposed regulations or changes in judicial or administrative rulings, some of
which may have retroactive effect. This summary is provided for general
information only and does not purport to address all aspects of the possible
Federal income tax consequences of the Reverse Stock Split and is not intended
as tax advice to any person. In particular, and without limiting the foregoing,
this summary does not consider the Federal income tax consequences to
shareholders of the Company in light of their individual investment
circumstances or to holders subject to

18
<PAGE> 22

special treatment under the Federal income tax laws (for example, life insurance
companies, regulated investment companies and foreign taxpayers). The summary
does not discuss any consequence of the Reverse Stock Split under any state,
local or foreign tax laws.

No ruling from the Internal Revenue Service or opinion of counsel will be
obtained regarding the Federal income tax consequences to the shareholders of
the Company as a result of the Reverse Stock Split. ACCORDINGLY, EACH
SHAREHOLDER IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISER REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT TO SUCH
SHAREHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN
INCOME AND OTHER TAX LAWS.

The Company believes that the Reverse Stock Split would be a tax-free
recapitalization to the Company and its shareholders. If the Reverse Stock Split
qualifies as a recapitalization described in Section 368(a)(1)(E) of the
Internal Revenue Code of 1986, as amended (the "Code"), (i) no gain or loss will
be recognized by holders of RII Common Stock who exchange their RII Common Stock
for new RII Common Stock, except that holders of RII Common Stock who receive
cash proceeds from the sale of fractional shares of RII Common Stock will
recognize gain or loss equal to the difference, if any, between such proceeds
and the basis of their RII Common Stock allocated to their fractional share
interests, and such gain or loss, if any, will constitute capital gain or loss
if their fractional share interests are held as capital assets at the time of
their sale, (ii) the tax basis of the new RII Common Stock received by holders
of RII Common Stock will be the same as the tax basis of the RII Common Stock
exchanged therefor, less the tax basis allocated to fractional share interests
and (iii) the holding period of the new RII Common Stock in the hands of holders
of new RII Common Stock will include the holding period of their RII Common
Stock exchanged therefor, provided that such RII Common Stock was held as a
capital asset immediately prior to the exchange.

VOTE REQUIRED FOR APPROVAL

The approval of the Reverse Stock Split requires the affirmative vote of a
majority of the outstanding shares of RII Common Stock. Holders of Class B Stock
do not have the right to vote on the approval of the Reverse Stock Split.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSED REVERSE STOCK SPLIT.

CHANGE OF THE NAME OF THE COMPANY

GENERAL

The Board unanimously has approved, and recommends to the holders of RII
Common Stock that they approve, an amendment to the Restated Certificate that
would amend Article I thereof to change the name of the Company to "Griffin
Gaming & Entertainment, Inc.".

The name "Resorts International, Inc." dates from the time when the Company
owned and operated resort facilities in The Bahamas as well as casinos located
in The Bahamas and in Atlantic City, New Jersey, and pre-dates Merv Griffin's
involvement with the Company. Since the sale of the Company's Paradise Island
properties located in The Bahamas in May 1994, the Company's sole remaining
casino has been Merv Griffin's Resorts Casino Hotel located in Atlantic City,
New Jersey. The Board has concluded that the name "Resorts International, Inc."
no longer aptly describes the scope of the Company's business, and that the name
"Griffin Gaming & Entertainment, Inc." would better describe the Company's
intention to expand and diversify its business in both the gaming and
entertainment industries, as well as to capitalize on the advantages provided by
Mr. Griffin's major role in the Company.

The change of name will not affect in any way the validity or
transferability of stock certificates currently outstanding, the capital
structure of the Company or the listing of any of its securities on the American
Stock Exchange, although a new stock exchange ticker symbol will be adopted to
reflect the Company's new name.

19
<PAGE> 23

VOTE REQUIRED FOR APPROVAL

The affirmative vote of the holders of a majority of the outstanding shares
of RII Common Stock is required for approval of the amendment to the Restated
Certificate. If the amendment is approved by the shareholders, the amendment
will become effective upon filing with the Secretary of State of the State of
Delaware. Holders of Class B Stock do not have the right to vote on the
amendment.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSED AMENDMENT TO THE
RESTATED CERTIFICATE.

AMENDMENTS TO 1994 STOCK OPTION PLAN

The Board unanimously has approved, and recommends to the holders of RII
Common Stock that they approve, amendments to the 1994 Stock Option Plan to (i)
permit the grant of non-qualified stock options to directors of subsidiaries of
the Company who are not also key employees, officers or directors of the Company
or key employees or officers of a subsidiary of the Company and to consultants
and others providing services to the Company and (ii) increase the maximum
number of options that may be granted to Officer and Key Employee Participants
in any one year (collectively, the "Proposed Amendments").

The 1994 Stock Option Plan initially was adopted in 1994 to afford certain
of the Company's directors, officers and key employees, and the officers and key
employees of subsidiaries of the Company, an opportunity to acquire a
proprietary interest in the Company, and thus to create in such persons an
increased interest in, and a greater concern for the welfare of, the Company and
its subsidiaries.

OPTIONS AVAILABLE UNDER THE 1994 STOCK OPTION PLAN

The 1994 Stock Option Plan currently provides for the grant of options to
purchase not more than 2,333,425 shares of RII Common Stock (466,685 shares,
giving effect to the Reverse Stock Split). As of March 31, 1995, options to
purchase an aggregate of 1,038,500 shares (207,700 shares, giving effect to the
Reverse Stock Split) of RII Common Stock had been granted under the 1994 Stock
Option Plan. Additionally, the Compensation/Option Committee has granted options
to purchase an aggregate of an additional 575,000 shares (115,000 shares, giving
effect to the Reverse Stock Split) of RII Common Stock, consisting of options
granted to Thomas E. Gallagher to purchase 500,000 shares (100,000 shares,
giving effect to the Reverse Stock Split) of RII Common Stock and options
granted to Lawrence Cohen to purchase 75,000 shares (15,000 shares, giving
effect to the Reverse Stock Split) of RII Common Stock, which grants are subject
to approval of the Proposed Amendments to the 1994 Stock Option Plan at the
Annual Meeting by the holders of RII Common Stock. Mr. Gallagher is a Director
and the President and Chief Executive Officer of the Company. Mr. Cohen is a
director of RIH and RIHF, subsidiaries of the Company. Messrs. Gallagher and
Cohen are officers and key employees of Griffin Group. See "Election of
Directors -- Nominees to Board of Directors", "Election of Directors -- Related
Party Transactions and Relationships" and "Compensation of Directors and
Executive Officers".

New Plan Benefits
1994 Stock Option Plan

<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF OPTIONS
--------------------------------------------- -------------------------------------
<S> <C> <C>
Thomas E. Gallagher.......................... 500,000 (100,000 after giving effect to the
President, Chief Executive Officer and Reverse Stock Split)
Director of the Company
Lawrence Cohen............................... 75,000 (15,000 after giving effect to the
Director of RIH and RIHF Reverse Stock Split)
</TABLE>

After the grant of options to Messrs. Gallagher and Cohen described above,
options to purchase 719,925 shares of RII Common Stock (143,985 shares giving
effect to the Reverse Stock Split) would remain available under the 1994 Stock
Option Plan for future grants.

20
<PAGE> 24

OTHER KEY PROVISIONS OF 1994 STOCK OPTION PLAN

The key provisions of the 1994 Stock Option Plan, as proposed to be amended
(and adjusting all share numbers to give effect to the Reverse Stock Split), are
set forth below.

Funding and Eligibility

The 1994 Stock Option Plan is unfunded. The 1994 Stock Option Plan is
administered by a committee appointed by the Board (the "Option Committee"). The
Option Committee consists solely of "disinterested" directors, as that term is
defined for purposes of satisfying Rule 16b-3 of the Exchange Act and of
"outside directors", as that term is defined in Section 162(m) of the Code.

Grants may be made under the 1994 Stock Option Plan (i) to key employees
and officers of the Company or any of its subsidiaries who are regularly
employed on a salaried basis by the Company or any of its subsidiaries (the
"Officer and Key Employee Participants"), (ii) to directors of the Company who
do not serve on the Option Committee (the "Director Participants"), (iii) to
directors of the Company who serve on the Option Committee or who have been
named to serve on the Option Committee in the future (the "Committee
Participants"), (iv) to directors of any subsidiary of the Company who are not
also key employees, officers or directors of the Company or key employees or
officers of a subsidiary of the Company (the "Subsidiary Director Participants")
and (v) to consultants and others providing services to the Company or any of
its subsidiaries (the "Consultant Participants").

Under the 1994 Stock Option Plan both tax benefitted incentive stock
options ("Incentive Stock Options") and non-qualified stock options that are not
tax benefitted ("Non-Qualified Stock Options") may be granted. However,
Incentive Stock Options may be granted only to Officer and Key Employee
Participants.

The Board believes that the eligibility of Subsidiary Director Participants
and Consultant Participants to receive Non-Qualified Stock Options is consistent
with the broad objectives of the 1994 Stock Option Plan. On March 27, 1995, the
Compensation/Option Committee granted a Non-Qualified Stock Option for 15,000
shares of RII Common Stock at an exercise price equal to the average of the high
and low sales prices of the RII Common Stock on such date to Lawrence Cohen. Mr.
Cohen is a director of RIH and RIHF, but is neither a key employee or officer of
the Company or any of its subsidiaries. The grant is subject to approval of the
Proposed Amendments by the shareholders at the Annual Meeting.

Awards to Officer and Key Employee Participants and Director Participants

Subject to the express requirements of the 1994 Stock Option Plan, the
terms of any and all awards granted to Officer and Key Employee Participants and
Director Participants will be determined by, and subject to the conditions
imposed by, the Option Committee, including provisions as to the exercisability,
expiration, termination or forfeiture of options.

The 1994 Stock Option Plan currently provides that the Company may not
grant to Officer and Key Employee Participants in any fiscal year options
cumulatively exercisable for more than 46,660 shares of RII Common Stock. The
Board proposes that the 1994 Stock Option Plan be amended to increase the limit
on annual option grants to 100,000 shares in order to provide the Company with
greater flexibility in attracting and rewarding qualified executive officers and
key employees. On March 27, 1995, the Compensation/Option Committee granted a
Non-Qualified Stock Option for 100,000 shares of RII Common Stock at an exercise
price equal to the average of the high and low sales prices of the RII Common
Stock on such date to Thomas E. Gallagher, who became President and Chief
Executive Officer of the Company as of May 1, 1995. The grant is subject to
approval of the Proposed Amendments by the shareholders at the Annual Meeting.

The 1994 Stock Option Plan authorizes the Option Committee to grant to
Officer and Key Employee Participants and Director Participants options to
purchase RII Common Stock at an amount not less than (i) the fair market value
per share of RII Common Stock at the time the options are awarded, or (ii) in
the event that such award is an Incentive Stock Option granted to a person who,
at the time such option is granted, owns shares of capital stock of the Company,
or any subsidiary corporation thereof, which possess more than 10% of the total
combined voting power of all classes of capital stock of the Company or of such

21
<PAGE> 25

subsidiary of the Company (a "10% Owner"), 110% of the fair market value per
share of RII Common Stock at the time such Incentive Stock Option is awarded.
The fair market value of the RII Common Stock is deemed to be the average of the
high and low sale prices of the RII Common Stock on the date of grant of such
option, or if there are no sales on such date, the average closing bid and asked
prices.

Options granted under the 1994 Stock Option Plan to Officer and Key
Employee Participants expire one year after the optionee's death, one year after
termination of the optionee's employment because of disability, immediately upon
termination of the optionee's employment for "good cause" (as defined in the
1994 Stock Option Plan) and three months after termination of an optionee's
employment for any other reason. Options granted to Director Participants expire
one year after an optionee's death, one year after termination of the optionee's
employment because of disability, and one year after the optionee ceases to be a
director. Notwithstanding the foregoing, options granted to Officer and Key
Employee Participants and Director Participants expire ten years after the date
of grant (five years in the case of a 10% Owner), or at such earlier time as the
Option Committee may provide.

Awards to Committee Participants

Under the 1994 Stock Option Plan, on the date that a director first
commences service on the Option Committee, such director automatically will be
granted an option to purchase 2,000 shares (after giving effect to the Reverse
Stock Split) of RII Common Stock, half of which will be exercisable upon grant
and half of which will be exercisable upon the first anniversary of the grant.
During the term of the 1994 Stock Option Plan on the third business day
following the date of any annual meeting of the holders of the RII Common Stock
at which directors are elected, each person who is on such day serving on the
Option Committee or has been named to serve on the Option Committee
automatically will be granted an option to purchase 1,000 shares (after giving
effect to the Reverse Stock Split) of RII Common Stock, which option will be
fully exercisable upon grant. Options granted under the 1994 Stock Option Plan
to Committee Participants expire one year after an optionee's death or cessation
of service as a director. Notwithstanding the foregoing, in all cases options
granted to Committee Participants expire ten years after the date of grant. The
exercise price of such options equals the fair market value of the underlying
shares of RII Common Stock as of the date such options are granted.

Awards to Subsidiary Director Participants and Consultant Participants

Subject to the express requirements of the 1994 Stock Option Plan, the
terms of any and all awards granted to Subsidiary Director Participants and
Consultant Participants will be determined by, and subject to the conditions
imposed by, the Option Committee, including provisions as to the exercisability,
expiration, termination or forfeiture of options.

Other Option Provisions

The 1994 Stock Option Plan provides that all options immediately become
fully exercisable upon a "change in control", as defined in the 1994 Stock
Option Plan. The 1994 Stock Option Plan deems a "change in control" to have
occurred if any corporation, person or group acquires a majority of the RII
Common Stock or a majority of the Company's outstanding voting securities, or if
within a two-year period a majority of the Company's Board is replaced by
persons who were not directors at the beginning of such period and who were not
nominated or ratified by at least two-thirds of the directors who were directors
at the beginning of such two-year period. For purposes of the 1994 Stock Option
Plan, the election of a majority of the Board by the holders of the Class B
Stock pursuant to the Restated Certificate will not constitute such a "change of
control".

No option granted under the 1994 Stock Option Plan may be transferred other
than by will or the laws of descent and distribution or, except as to Incentive
Stock Options, pursuant to a qualified domestic relations order (as defined in
the Code). Options may be exercised during the recipient's lifetime only by the
recipient or by his or her guardian or legal representative.

22
<PAGE> 26

An option under the 1994 Stock Option Plan may permit the recipient to pay
all or part of the purchase price of the shares issuable pursuant thereto, or to
pay all or part of such recipient's tax withholding obligation with respect to
such issuance, by delivering a sufficient amount of shares of stock of the
Company or by having such number of shares withheld from the amount otherwise
issuable upon exercise of the option (the fair market value thereof being
calculated as of the date next preceding the date of exercise) or otherwise as
the Option Committee may determine according to the terms and conditions of the
1994 Stock Option Plan.

The 1994 Stock Option Plan authorizes the Option Committee to provide for
arrangements under which brokers that are compensated by the Company provide
temporary financing to assist an optionee in paying the exercise price of an
option, such financing to be paid off by the sale of shares issuable upon
exercise of the option.

Amendment and Termination

Under the 1994 Stock Option Plan, the Board is able to alter, amend,
suspend or terminate the 1994 Stock Option Plan, provided that no such action
may alter or impair any option granted to any optionee pursuant to the 1994
Stock Option Plan without the optionee's consent. Except as provided in the 1994
Stock Option Plan, no amendment by the Board, unless taken with the approval of
the shareholders of the Company, may:

(1) materially increase the benefits accruing to participants under
the 1994 Stock Option Plan;

(2) increase the number of shares of RII Common Stock which may be
issued under the 1994 Stock Option Plan (except for permitted adjustments
pursuant to certain dilutive events);

(3) materially modify the requirements as to eligibility for
participation in the 1994 Stock Option Plan; or

(4) decrease the minimum exercise price of an Incentive Stock Option.

FEDERAL INCOME TAX TREATMENT

The following is a brief description of the Federal income tax treatment
which generally will apply to benefits or awards ("Awards") made under the 1994
Stock Option Plan, based on Federal income tax laws in effect on the date
hereof. The exact Federal income tax treatment of Awards will depend on the
specific nature of any such Award. BECAUSE THE FOLLOWING PROVIDES ONLY A BRIEF
SUMMARY OF THE GENERAL FEDERAL INCOME TAX RULES, INDIVIDUALS SHOULD NOT RELY
THEREON FOR INDIVIDUAL TAX ADVICE, AS EACH TAXPAYER SITUATION AND THE
CONSEQUENCES OF ANY PARTICULAR TRANSACTION WILL VARY DEPENDING UPON THE SPECIFIC
FACTS AND CIRCUMSTANCES INVOLVED. RATHER, EACH TAXPAYER IS ADVISED TO CONSULT
WITH HIS OR HER OWN TAX ADVISER FOR PARTICULAR FEDERAL, AS WELL AS STATE AND
LOCAL INCOME AND ANY OTHER TAX ADVICE.

Incentive Stock Options

Pursuant to the 1994 Stock Option Plan, participants may be granted options
which are intended to qualify as Incentive Stock Options under the provisions of
section 422 of the Code. Generally, the optionee is not taxed and the Company is
not entitled to a deduction on the grant or the exercise of an Incentive Stock
Option. However, if the optionee disposes of the shares acquired upon the
exercise of an Incentive Stock Option at any time within (i) one year after the
date the shares are transferred to the optionee pursuant to the exercise of such
Incentive Stock Option or (ii) two years after the date of grant of such
Incentive Stock Option (a "disqualifying disposition"), the optionee will
recognize ordinary income in an amount equal to the excess, if any, of the
lesser of the amount realized on the date of such disposition or the fair market
value of the Company's stock on the date of exercise, over the exercise price of
such Incentive Stock Option (with any remaining gain being taxed as a capital
gain). In such an event, the Company generally will be entitled to a deduction
in an amount equal to the amount of ordinary income recognized by such optionee.
If the optionee does not dispose of the option shares within the above described
time limits, there will be no ordinary income recognized upon any subsequent
sale or other disposition of the shares, but rather capital gain or loss will be
recognized in an amount equal to the difference between the amount realized on
the sale or disposition and the

23
<PAGE> 27

exercise price. The Company will not be entitled to any deduction in this event.
Finally, exercise of an Incentive Stock Option may result in alternative minimum
tax liability for the optionee. Any excess of the fair market value of the stock
on the date the Incentive Stock Option is exercised over the option exercise
price will be included in the calculation of the optionee's alternative minimum
taxable income, which may subject the optionee to the alternative minimum tax at
a rate of up to 28%. The portion of any such alternative minimum tax
attributable to the exercise of an Incentive Stock Option can be credited
against the optionee's regular tax liability in later years to the extent that
in any such year the optionee's regular tax liability exceeds the alternative
minimum tax.

Non-Qualified Stock Options

The grant of an option which does not qualify for treatment as an Incentive
Stock Option generally is not a taxable event for the optionee. However, upon
exercise, the optionee generally will recognize ordinary income in an amount
equal to the excess of the fair market value of the stock acquired upon exercise
(determined as of the date of exercise) over the exercise price of such option,
and the Company will generally be entitled to a deduction equal to such amount.
Upon the later disposition of the option shares acquired upon exercise,
appreciation (or depreciation) after the date of exercise will be treated as
capital gain (or loss) to the optionee and will have no tax effect as to the
Company.

Special Rules for Section 16 Insiders

If a Non-Qualified Stock Option has been held for less than six months at
the time of exercise, and the exercise price of the option is equal to or less
than the fair market value of the acquired shares at the time of exercise, an
officer, director or more than 10% shareholder of the Company subject to the
provisions of Section 16 of the Exchange Act (an "Insider") will not be taxed
until the earlier of (i) the expiration of the six-month holding period
beginning on the date of grant of the Non-Qualified Stock Option, or (ii) the
sale of the acquired shares, at which time the Insider will recognize ordinary
income in an amount equal to the excess, if any, of the then fair market value
of the acquired shares over the exercise price of the Non-Qualified Stock
Option. Alternatively, pursuant to Section 83(b) of the Code, the Insider may
elect within 30 days after exercise of the Non-Qualified Stock Option to
recognize ordinary income equal to the excess, if any, of the fair market value
of the RII Common Stock on the date of exercise over the exercise price. The
capital gains holding period for the acquired shares will commence immediately
following the date on which the optionee is required to recognize ordinary
income, and any appreciation (or depreciation) realized following such date,
will be taxed as a capital gain (or loss).

Miscellaneous

Special rules apply in cases where the participant pays the exercise or
purchase price of awards or applicable withholding tax obligations under the
1994 Stock Option Plan by delivering previously owned RII Common Stock or by
reducing the amount of shares or other property otherwise issuable pursuant to
the award. The surrender in the circumstances below or withholding of such stock
will be a taxable event, resulting in the recognition of gain or loss. Such gain
will be taxable as ordinary income if the stock surrendered or withheld either
(i) was acquired upon exercise of an Incentive Stock Option and the surrender
takes place within one year after the exercise or two years after the date of
grant of the Incentive Stock Option or (ii) is both subject to a substantial
risk of forfeiture and is not freely transferable for purposes of Section 83 of
the Code if the market value of such stock is in excess of the amount paid for
the stock and no election has been made under Section 83(b) of the Code. In
addition, shares withheld on the exercise of a Non-Qualified Stock Option in
order to pay tax withholding should result in tax on the withheld shares in an
amount equal to the difference between the fair market value of the shares (on
the date of exercise) and the exercise price.

Generally, the Company will receive a deduction equal to, and will be
required to withhold applicable taxes with respect to, any ordinary income
recognized by a participant in connection with awards made under the 1994 Stock
Option Plan.

24
<PAGE> 28

The 1994 Stock Option Plan is not a "qualified plan" within the meaning of
Section 401(a) of the Code and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

Grants of options under the 1994 Stock Option Plan are intended to qualify
as "performance-based compensation" that is excluded from the limitation on the
deductibility of compensation paid to certain executive officers under Section
162(m) of the Code.

Upon the accelerated exercisability of an option in connection with a
change in ownership or control of the Company, depending upon the individual
circumstances of the recipient participant, certain amounts with respect to such
awards may constitute "excess parachute payments" under the golden parachute
provisions of the Code. Pursuant to these provisions a participant will be
subject to a 20% excise tax on any "excess parachute payment" and the Company
will be denied any deduction with respect to such excess parachute payment.

TEXT OF PROPOSED AMENDMENTS

Exhibit B to this Proxy Statement sets forth the revised content of those
paragraphs of the 1994 Stock Option Plan that are being amended pursuant to the
Proposed Amendments.

VOTE REQUIRED FOR APPROVAL

The affirmative vote of the holders of a majority of the shares of RII
Common Stock represented at the Annual Meeting is required for approval of the
Proposed Amendments. If the amendments are approved by the shareholders, they
will become effective immediately. Holders of Class B Stock do not have the
right to vote on the amendments to the 1994 Stock Option Plan.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSED AMENDMENTS TO THE 1994
STOCK OPTION PLAN.

RATIFICATION OF APPOINTMENT OF AUDITORS

The independent public accountants selected by the Board for the Company's
fiscal year ending December 31, 1995 are Ernst & Young LLP. This selection is
being presented to the holders of RII Common Stock for ratification. Ernst &
Young LLP has served the Company in that capacity since the fiscal year ended
December 31, 1988. Representatives of that firm are expected to be present at
the Annual Meeting. These representatives will be given an opportunity, if they
desire to do so, to make a statement to the shareholders at the Annual Meeting,
and they are expected to be available to respond to appropriate questions from
holders of RII Common Stock.

VOTE REQUIRED FOR APPROVAL

The affirmative vote of the holders of a majority of the shares of RII
Common Stock represented at the Annual Meeting is required for ratification of
the selection of Ernst & Young LLP as the independent public accountants of the
Company. If the selection of Ernst & Young LLP is not ratified by the holders of
the RII Common Stock, the Board will consider such fact in determining whether
to retain Ernst & Young LLP or to appoint other independent public accountants.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF
ERNST & YOUNG LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.

OTHER MATTERS

EXHIBITS TO THE FORM 10-K

The Company will furnish, upon payment of a reasonable fee to cover
reproduction and mailing expenses, a copy of all exhibits to the Company's Form
10-K Annual Report for 1994. The exhibits may be obtained by

25
<PAGE> 29

mailing a written request therefor to David G. Bowden, Secretary, Resorts
International, Inc., 1133 Boardwalk, Atlantic City, New Jersey 08401.

SHAREHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING

Shareholder proposals intended to be presented for inclusion in the
Company's Proxy Statement and form of proxy for the next annual meeting,
scheduled to be held in 1996, must be received in writing by the Secretary of
the Company not later than January 24, 1996 in order for such proposals to be
considered for inclusion in the Company's Proxy Statement and form of proxy for
the 1996 annual meeting.

Holders of RII Common Stock are urged to complete, sign and date the
accompanying Proxy Card and return it in the enclosed envelope. No postage is
necessary if the Proxy Card is mailed in the United States.

By order of the Board of Directors,

DAVID G. BOWDEN
Secretary

Atlantic City, New Jersey

May 23, 1995

26
<PAGE> 30

EXHIBIT A

FORM OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

A. AMENDMENT TO ARTICLE I

Article I of the Company's Amended and Restated Certificate of
Incorporation shall be amended by amending the first sentence thereof to read in
its entirety as follows:

"The name of the Corporation is 'Griffin Gaming & Entertainment, Inc.' "

B. AMENDMENT TO ARTICLE IV

Article IV of the Company's Amended and Restated Certificate of
Incorporation shall be amended by:

(i) Amending the first sentence of Paragraph A thereof to read in its
entirety as follows:

"The total number of shares of capital stock of all classifications
which the Corporation shall have authority to issue is 30,120,000
consisting of (i) 10,000,000 shares of Preferred Stock, par value
$.01 per share (the "Preferred Stock"), and (ii) 20,120,000 shares of
common stock, consisting of 20,000,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), and 120,000 shares of
Class B Common Stock, par value $.01 per share (the "Class B Common
Stock", and collectively with the Common Stock, the "RII Common
Stock")."; and

(ii) Adding the following Paragraph G, which will be modified to
insert the date of filing in the blank:

"G. Reverse Stock Split. At 5:00 p.m., New York City time, on
, 1995 (the "Reverse Split Date"), each share of Common
Stock issued and outstanding immediately prior to the Reverse Split
Date (referred to in this Paragraph G as the "Old Common Stock")
automatically and without any action on the part of the holder
thereof will be reclassified and changed into one-fifth of a share of
Common Stock, par value $.01 per share (referred to in this Paragraph
G as the "New Common Stock", which is the Common Stock authorized
under Paragraph A of this Article IV), subject to the treatment of
fractional share interests as described below. Each holder of a
certificate or certificates that immediately prior to the Reverse
Split Date represented outstanding shares of Old Common Stock (the
"Old Certificates") will be entitled to receive, upon surrender of
such Old Certificates to the Company's exchange agent (the "Exchange
Agent") for cancellation, a certificate or certificates (the "New
Certificate", whether one or more) representing the number of whole
shares of the New Common Stock into which and for which the shares of
the Old Common Stock formerly represented by such Old Certificates so
surrendered are reclassified under the terms hereof. From and after
the Reverse Split Date, Old Certificates shall represent only the
right to receive New Certificates (and, where applicable, cash in
lieu of fractional shares, as provided below) pursuant to the
provisions hereof. No certificates or scrip representing fractional
share interests in New Common Stock will be issued, and no such
fractional share interest will entitle the holder thereof to vote, or
to any rights of a shareholder of the Company. In lieu of any such
fractional shares of New Common Stock, a certificate or certificates
evidencing the aggregate of all fractional shares otherwise issuable
(rounded, if necessary, to the next higher whole share) shall be
issued to the Company's Exchange Agent, or its nominee, as agent for
the accounts of all holders of shares of Old Common Stock otherwise
entitled to have a fraction of a share of New Common Stock issued to
them. Sales of fractional interests of New Common Stock shall be
effected by the Exchange Agent as soon as practicable on the basis of
prevailing market prices of the New Common Stock on the American
Stock Exchange at the time of sale. After the Reverse Split Date, the
Exchange Agent will pay to such stockholders their pro rata share of
the net proceeds derived from the sale of their fractional interests
in the New Common Stock

A-1
<PAGE> 31

upon surrender of their Old Certificates. If more than one Old
Certificate shall be surrendered at one time for the account of the
same stockholder, the number of full shares of New Common Stock for
which New Certificates shall be issued shall be computed on the basis
of the aggregate number of shares represented by the Old Certificates
so surrendered. In the event that the Company's Exchange Agent
determines that a holder of Old Certificates has not tendered all his
certificates for exchange, the Exchange Agent shall carry forward any
fractional share until all certificates of that holder have been
presented for exchange such that payment for fractional shares to any
one person shall not exceed the value of four-fifths of one share of
New Common Stock. The Old Certificates surrendered for exchange shall
be properly endorsed and otherwise in proper form for transfer, and
the person or persons requesting such exchange shall affix any
requisite stock transfer tax stamps to the Old Certificates
surrendered, or provide funds for their purchase, or establish to the
satisfaction of the Exchange Agent that such taxes are not payable.
From and after the Reverse Split Date the amount of capital
represented by the shares of the New Common Stock into which and for
which the shares of the Old Common Stock are reclassified under the
terms hereof shall be the same as the amount of capital represented
by the shares of Old Common Stock so reclassified, until thereafter
reduced or increased in accordance with applicable law."

A-2
<PAGE> 32

EXHIBIT B

FORM OF AMENDMENTS
TO
1994 STOCK OPTION PLAN

Set forth below is the revised text of the provisions of the 1994 Stock
Option Plan affected by the Proposed Amendments. Certain other non-material
conforming changes would also be made to the 1994 Stock Option Plan.

A. SECTION 4 -- ELIGIBILITY AND BASES OF PARTICIPATION

"Grants under the Plan (i) may be made, pursuant to Section 6, to key
employees and officers of RII or any subsidiary thereof who are regularly
employed on a salaried basis by RII or any subsidiary thereof and who are so
employed on the date of such grant (the "Officer and Key Employee
Participants"), (ii) may be made, pursuant to Section 6, to directors of RII,
other than Committee Participants (as defined below), who are not employees and
who are retained in such capacity on the date of such grant (the "Director
Participants"), (iii) may be made, pursuant to Section 7, to individuals who
serve on the Committee or have been named to serve on the Committee in the
future (the "Committee Participants"), and (iv) may be made, pursuant to Section
8, to directors of any subsidiary of RII and to consultants and others providing
services to RII or any subsidiary thereof (the "Subsidiary and Consultant
Participants").

"The Officer and Key Employee Participants and the Director Participants
collectively are referred to as the 'Grant Participants'."

B. SECTION 6(C) -- STOCK OPTIONS FOR GRANT PARTICIPANTS -- LIMIT ON ANNUAL
OPTION GRANTS

"No Officer and Key Employee Participant may be granted in any fiscal year
Participant Options under the Plan cumulatively exercisable for more than
500,000 shares of Common Stock."

C. SECTION 8 -- STOCK OPTIONS FOR SUBSIDIARY AND CONSULTANT PARTICIPANTS

"The Committee shall have the authority, in its sole discretion, to grant
Non-Qualified Options to Subsidiary and Consultant Participants (any such
options, the "S&C Options") during the period beginning on the Effective Date
and ending on the Termination Date. As a condition to the granting of any S&C
Option, the Committee shall require that the person receiving such S&C Option
agree not to sell or otherwise dispose of such S&C Option, any Common Stock
acquired pursuant to such S&C Option or any other "derivative security" (as
defined by Rule 16a-1(c) under the Exchange Act) for a period of six months
following the later of (A) the date of the grant of such S&C Option or (B) the
date when the exercise price of such S&C Option is fixed if such exercise price
is not fixed at the date of grant of such S&C Option. The terms and conditions
of the S&C Options shall be determined from time to time by the Committee."

B-1
<PAGE> 33

APPENDIX A

[APPENDIX TO FILING. FORM OF PROXY TO BE DISTRIBUTED TO SHAREHOLDERS.]
RESORTS INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 1995

The undersigned hereby appoints Matthew B. Kearney and David G. Bowden,
or either of them, each with full power of substitution, as the proxies of the
undersigned and hereby authorizes them to represent and to vote as designated
on the reverse side all shares of the common stock, par value $.01 per share
(the "RII Common Stock"), of Resorts International, Inc. (the "Company") that
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Company to be held on June 27, 1995 and at any
adjournment or adjournments thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY

THIS PROXY, WHEN PROPERLY RECEIVED, WILL BE VOTED IN THE MANNER INDICATED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSALS NO. 2, 3, 4 AND
5, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.

IMPORTANT - PLEASE SIGN AND DATE THE OTHER SIDE AND RETURN PROMPTLY

(CONTINUED ON REVERSE SIDE)
<PAGE> 34
<TABLE>
<S> <C> <C> <C>
______________
COMMON

1. ELECTION OF DIRECTORS:
NOMINEES: THOMAS E. GALLAGHER AND JAY M. GREEN
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE TO VOTE FOR ALL NOMINEES (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
CONTRARY) LISTED NOMINEE, WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW)

[ ] [ ] __________________________________________________________________

2. PROPOSAL TO APPROVE A ONE-FOR-FIVE REVERSE STOCK SPLIT OF THE RII COMMON STOCK.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE
COMPANY TO "GRIFFIN GAMING & ENTERTAINMENT, INC."

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY'S 1994 STOCK OPTION PLAN TO PERMIT THE GRANT OF NON-QUALIFIED STOCK OPTIONS TO
DIRECTORS OF SUBSIDIARIES OF THE COMPANY AND TO CONSULTANTS AND OTHERS PROVIDING SERVICES TO THE COMPANY AND TO INCREASE THE
MAXIMUM NUMBER OF OPTIONS THAT MAY BE GRANTED TO OFFICER AND KEY EMPLOYEE PARTICIPANTS IN ANY ONE YEAR.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

5. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1995.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

6. IN THEIR DISCRETION TO VOTE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.

WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME
BY PRESIDENT OR SUCH OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN
IN FULL PARTNERSHIP NAME BY AUTHORIZED PERSON.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO EXECUTE AND
RETURN THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.

DATE:__________________________, 1995

_____________________________________
(SIGNATURE OF SHAREHOLDER)

_____________________________________
(SIGNATURE OF ADDITIONAL SHAREHOLDER)

PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON AND DATE AND RETURN THIS
PROXY IN THE REPLY ENVELOPE PROVIDED. IF YOU RECEIVE MORE THAN ONE PROXY CARD,
PLEASE SIGN AND RETURN ALL CARDS RECEIVED.

</TABLE>