SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): December 16, 1996
GRIFFIN GAMING & ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-4748 59-0763055
(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
1133 Boardwalk
Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code: (609) 344-6000
Total No. of Pages 4
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Item 1. Changes in Control of Registrant
On December 16, 1996, Griffin Gaming & Entertainment, Inc.
("GGE") became a wholly owned subsidiary of Sun International
Hotels Limited ("SIHL") when Sun Merger Corp., a wholly owned
subsidiary of SIHL, was merged with and into GGE (the "Merger").
The Merger was consummated pursuant to an Agreement and Plan of
Merger dated as of August 19, 1996 and amended as of October 10,
1996 (the "Merger Agreement"), which was described in and filed
as exhibits to previous filings by the registrant with the
Securities and Exchange Commission.
The Merger Agreement was adopted by GGE's shareholders at a
Special Meeting held on December 10, 1996. As prescribed by the
Merger Agreement, the directors of Sun Merger Corp. immediately
prior to the effective time of the Merger (the "Effective Time")
became the directors of GGE as of the Effective Time. Those
directors are Howard B. Kerzner, President of SIHL, Kevin
DeSanctis, Chief Operating Officer, North America and the
Caribbean of SIHL, and Charles D. Adamo, Executive Vice President
- Corporate Development and General Counsel of SIHL.
Pursuant to the Merger Agreement, each share of GGE common
stock, $.01 par value per share (the "GGE Common Stock"),
outstanding immediately prior to the Effective Time of the Merger
was converted into the right to receive .4324 of a fully paid and
nonassessable ordinary share, $.001 par value per share, of SIHL
(the "Ordinary Shares"). Cash will be paid to holders of GGE
Common Stock in lieu of any fractional Ordinary Shares. Also
pursuant to the terms of the Merger Agreement, each issued and
outstanding share of Class B common stock, $.01 par value per
share, of GGE (the "Class B Stock") was converted into the right
to receive .1928 of a fully paid and nonassessable Ordinary
Share. As a result of this conversion, holders of Class B Stock
are no longer entitled to special rights with respect to the
election of directors to which holders of Class B Stock were
previously entitled. As of the Effective Time, the .1928
Ordinary Share received in exchange for a share of Class B Stock
will trade as part of a unit along with $1,000 principal amount
of 11.375% Junior Mortgage Notes due 2004 issued by Resorts
International Hotel Financing, Inc., a subsidiary of GGE.
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SIHL has filed an application for a plenary casino license
(the "Plenary License") with the New Jersey Casino Control
Commission (the "CCC"). On October 30, 1996, SIHL received an
interim casino authorization ("ICA") from the CCC and the CCC
approved the terms of an ICA trust document and the selection of
an ICA trustee. Pending final determination by the CCC with
respect to SIHL's qualification for a Plenary License, all shares
of GGE Common Stock are held in a "stand by" trust (the "ICA
Trust"). If SIHL receives a Plenary License, the ICA Trust will
be terminated and the shares of GGE Common Stock will revert to
SIHL. If the CCC determines that there is reasonable cause to
believe that SIHL should not be granted a Plenary License, the
ICA Trust would be activated and the ICA trustee would take
control of GGE pending a final determination by the CCC with
respect to SIHL's application for a Plenary License. In the
event SIHL's application for a Plenary License were denied, the
ICA trustee would be obligated to dispose of the GGE Common Stock
and SIHL would be entitled to receive the lesser of (i) the fair
market value or (ii) the price paid by SIHL for the securities.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
GRIFFIN GAMING & ENTERTAINMENT, INC.
(Registrant)
/s/ Matthew B. Kearney
Matthew B. Kearney
Executive Vice President -
Finance
(Authorized Officer of
Registrant and Chief
Financial Officer)
Date: December 16, 1996
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