Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-4748
Sun International North America, Inc.
(Exact name of registrant as specified in its charter)
Delaware 59-0763055
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1415 E. Sunrise Blvd., Ft. Lauderdale, FL 33304
(Address of principal executive offices) (Zip Code)
(954) 713-2500
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes X No
- continued -
Exhibit Index is presented on page 17
Total number of pages 35
1<PAGE>
Number of shares outstanding of registrant's common stock as of March
31, 1997: 100, all of which are owned by one shareholder.
Accordingly there is no current market for any of such shares.
The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q
with the reduced disclosure format permitted by that General
Instruction.
2<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC.
FORM 10-Q
INDEX
Page Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
at March 31, 1997 and
December 31, 1996 4
Consolidated Statements of
Operations for the Quarters
Ended March 31, 1997 and 1996 5
Consolidated Statements of
Cash Flows for the Quarters
Ended March 31, 1997 and 1996 6
Notes to Consolidated
Financial Statements 8
Item 2. Management's Discussion and
Analysis of Financial
Condition and Results of
Operations 12
Part II. Other Information
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on
Form 8-K 15
3<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, except par value)
March 31, December 31,
1997 1996
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 59,938 $ 29,267
Restricted cash equivalents 2,419 4,538
Receivables, less allowance for
doubtful accounts of $3,587
and $3,758 7,909 7,468
Inventories 1,097 1,194
Prepaid expenses 2,235 2,055
Total current assets 73,598 44,522
Land held for investment,
development or resale 155,093 185,769
Property and equipment, net of
accumulated depreciation of $2,656
and $-0- 248,510 210,961
Deferred charges and other assets 18,407 12,673
Due from affiliates 2,185
Goodwill, net of amortization 98,305 98,923
$596,098 $552,848
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $ 651 $ 636
Accounts payable and accrued
liabilities 50,393 51,669
Total current liabilities 51,044 52,305
Long-term debt, including unamortized
premiums (discounts) 311,368 261,543
Deferred income taxes 43,957 46,000
Shareholder's equity:
Common stock - $.01 par value
Capital in excess of par 193,368 193,000
Accumulated deficit (3,639)
Total shareholder's equity 189,729 193,000
$596,098 $552,848
4<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
(Unaudited)
Quarter Ended
March 31,
1997 1996
Revenues:
Casino and resort revenues $70,641 $69,648
Less promotional allowances (6,454) (5,639)
64,187 64,009
Tour operations 4,512
Real estate related 2,201 2,140
70,900 66,149
Expenses:
Casino and resort expenses 50,099 50,772
Tour operations 4,182
Selling, general and administrative 8,242 9,946
Depreciation and amortization 3,302 2,965
65,825 63,683
Operating income 5,075 2,466
Other income and expenses:
Interest income 630 769
Interest expense (6,537) (6,302)
Amortization of debt premiums,
discounts and issue costs 150 (1,046)
Loss before extraordinary item (682) (4,113)
Extraordinary item - loss on
extinguishment of debt (net of
income tax benefit of $2,043) (2,957)
Net loss $(3,639) $(4,113)
See Note A of Notes to Consolidated Financial Statements for a
discussion of the Merger in December 1996 and the related change in
basis of accounting.
5<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
Quarter Ended
March 31,
1997 1996
Cash flows from operating activities:
Reconciliation of net loss to net
cash used in operating activities:
Net loss $ (3,639) $(4,113)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Extraordinary loss on
extinguishment of debt, net of
income tax benefit 2,957
Depreciation and amortization 3,302 2,965
Amortization of debt premiums,
discounts and issue costs (150) 1,046
Provision for doubtful
receivables 178 165
Provision for discount on CRDA
obligations, net of
amortization 342 348
Changes in assets and
liabilities, net of SIRI
contribution:
Net decrease in receivables 317 1,039
Net decrease in inventories,
prepaid expenses and other
assets 274 1,252
Net decrease in accounts
payable and accrued
liabilities (5,455) (6,455)
Net cash used in operating
activities (1,874) (3,753)
- continued -
6<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
- continued from preceding page -
Quarter Ended
March 31,
1997 1996
Cash flows from investing activities:
Payments for land held for
investment, development or resale (7,633)
Payments for property and equipment (700) (892)
CRDA deposits and bond purchases (730) (768)
Advances to affiliates (32)
Net cash used in investing
activities (9,095) (1,660)
Cash flows from financing activities:
Proceeds of borrowings 199,084
Payments to secure borrowings (4,479)
Purchase of long-term debt pursuant
to Offer (153,712)
Payments of Merger costs (2,378)
SIRI cash and equivalents at date
of contribution 1,159
Repayments of non-public debt (153) (142)
Net cash provided by (used in)
financing activities 39,521 (142)
Net increase (decrease) in cash and
cash equivalents 28,552 (5,555)
Cash and cash equivalents at
beginning of period 33,805 55,572
Cash and cash equivalents at end of
period $ 62,357 $50,017
7<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. General:
The accompanying consolidated interim financial statements, which
are unaudited, include the operations of Sun International North
America, Inc. ("SINA") and its subsidiaries. SINA was known as
Griffin Gaming & Entertainment, Inc. until February 6, 1997. "SINA"
is used herein to refer to the corporation both before and after its
name change. The term "Company" as used herein includes SINA and/or
one or more of its subsidiaries, as the context may require.
On December 16, 1996, SINA became a wholly owned subsidiary of
Sun International Hotels Limited ("SIHL"), a corporation organized
under the laws of the Commonwealth of The Bahamas, through a merger
transaction (the "Merger"). As a result of the Merger, SINA's
consolidated assets and liabilities were adjusted to their estimated
fair values as of December 31, 1996. The Merger and related basis
adjustments are discussed in detail in Note 1 of Notes to Consolidated
Financial Statements in SINA's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "SINA 1996 Form 10-K").
Effective January 1, 1997, SIHL contributed the capital stock of
Sun International Resorts, Inc. ("SIRI"), a wholly owned subsidiary of
SIHL, to SINA. SIRI, along with its subsidiaries, is a tour operator
and wholesaler of tour packages and provides reservation services. In
addition, SIRI provides certain support services for SIHL's operations
in The Bahamas. As of January 1, 1997, SIRI's consolidated assets,
liabilities and shareholder's equity amounted to $6,097,000,
$5,729,000 and $368,000, respectively. SIRI's consolidated revenues
and net income for the year ended December 31, 1996 totaled
$15,009,000 and $617,000, respectively.
As a result of these transactions, SINA is a holding company
through which SIHL owns and operates its properties in the United
States.
While the accompanying interim financial information is
unaudited, management of the Company believes that all adjustments
necessary for a fair presentation of these interim results have been
made and all such adjustments are of a normal recurring nature.
The notes presented herein are intended to provide supplemental
disclosure of items of significance occurring subsequent to December
31, 1996 and should be read in conjunction with the Notes to
Consolidated Financial Statements contained in pages 45 through 67 of
the SINA 1996 Form 10-K.
8<PAGE>
B. Reverse Repurchase Agreements:
Cash equivalents at March 31, 1997 included $38,682,000 of
reverse repurchase agreements (federal government securities purchased
under agreements to resell those securities) with Prudential
Securities, Inc. under which the Company had not taken delivery of the
underlying securities. These agreements matured during the first week
of April 1997.
C. Refinancing:
In February 1997 Resorts International Hotel Financing, Inc.
("RIHF"), a wholly owned subsidiary of SINA, mailed to each holder of
its $125,000,000 principal amount of 11% Mortgage Notes due 2003 (the
"Mortgage Notes") and $35,000,000 principal amount of 11.375% Junior
Mortgage Notes due 2004 (the "Junior Mortgage Notes") an Offer to
Purchase and Consent Solicitation Statement offering to purchase for
cash (the "Offer") the outstanding Mortgage Notes and Junior Mortgage
Notes and soliciting consents (the "Solicitation") for amending the
indentures pursuant to which those securities were issued (the
"Indentures") to, among other things, release the collateral for the
Mortgage Notes and the Junior Mortgage Notes. This collateral
consisted of liens on the Company's fee and leasehold interests in the
Resorts Casino Hotel in Atlantic City, the contiguous parking garage
and property and related personal property. Holders who validly
tendered their securities and consents by February 26, 1997 (the
"Consent Date") were entitled to receive the purchase price of
106.733% for the Mortgage Notes and 107.447% for the Junior Mortgage
Notes, accrued interest through March 12, 1997, and an additional 2.5%
consent payment (the "Consent Payment"). Holders who tendered their
securities and consents subsequent to the Consent Date but prior to
the Offer's expiration on March 10, 1997, were entitled to the
purchase price and accrued interest, but not the Consent Payment.
$119,645,000 principal amount of Mortgage Notes and $21,001,000
principal amount of Junior Mortgage Notes were tendered. The purchase
price and Consent Payments for purchasing these tendered securities,
excluding accrued interest, totaled $153,712,000. The excess of this
amount over the carrying value of the debt exchanged, excluding
accrued interest, plus estimated costs of the Offer and Solicitation
resulted in an extraordinary loss of $5,000,000. The Company also
recorded a deferred income tax benefit of $2,043,000 related to this
extraordinary item. The $12,899,000 principal amount of Junior
Mortgage Notes owned by Resorts International Hotel, Inc. ("RIH"), the
indirect subsidiary of SINA which owns and operates the Resorts Casino
Hotel, were canceled. $5,355,000 principal amount of Mortgage Notes
and $1,100,000 principal amount of Junior Mortgage Notes were not
validly tendered and, therefore, not purchased pursuant to the Offer.
These securities remain outstanding as unsecured obligations and
operate under the Indentures, as amended. Under the amended
Indentures, the repayment terms, interest payment terms and redemption
provisions for the remaining Mortgage Notes and Junior Mortgage Notes
are
9<PAGE>
unchanged; however, many of the restrictive covenants as to payment of
dividends and incurring additional indebtedness (as disclosed in Note
8 of Notes to Consolidated Financial Statements in the SINA 1996 Form
10-K) have been deleted. See discussion below for certain
restrictions related to the senior notes issued by SIHL and SINA. The
remaining Junior Mortgage Notes continue to trade as part of units
consisting of $1,000 principal amount of Junior Mortgage Notes and
.1928 of an ordinary share of SIHL.
In connection with the Offer and Solicitation, SIHL and SINA (the
"Issuers") issued $200,000,000 principal amount of 9% Senior
Subordinated Notes due 2007 (the "Senior Notes") in a private
placement which, after costs, will result in net proceeds to the
Company of approximately $194,000,000. The majority of these proceeds
were used to fund the Offer; the balance of the proceeds will be used
for general corporate purposes. The Senior Notes, which are unsecured
obligations, are unconditionally guaranteed by RIH, GGRI, Inc., the
wholly owned subsidiary of SINA which owns RIH, and certain of SIHL's
subsidiaries (the "Guarantors"). RIH's guarantee of the Senior Notes
is senior to its guarantee of the Mortgage Notes and Junior Mortgage
Notes. Interest on the Senior Notes is payable on March 15 and
September 15 in each year, commencing September 15, 1997. The
indenture for the Senior Notes (the "Senior Indenture") contains
certain covenants, including limitations on the ability of the Issuers
and the Guarantors to, among other things: (i) incur additional
indebtedness, (ii) incur certain liens, (iii) engage in certain
transactions with affiliates and (iv) pay dividends and make certain
other restricted payments. Because the Senior Notes were issued in a
private placement, they were restricted as to transfer.
The Issuers filed a Form F-4 Registration Statement with the
Securities and Exchange Commission in order to register $200,000,000
of 9% Exchange Senior Subordinated Notes due 2007 (the "Exchange
Notes"), and on April 11, 1997, the effective date of that
registration statement, commenced an exchange offer (the "Exchange
Offer") in order to exchange the Senior Notes for the Exchange Notes.
The Exchange Notes have terms identical in all material respects to
the Senior Notes, evidence the same debt as the Senior Notes and are
issued under and are entitled to the same benefits under the Senior
Indenture as the Senior Notes. In addition, the Exchange Notes and
the Senior Notes are treated as one series of securities under the
Senior Indenture. The Exchange Offer expired on May 13, 1997.
10<PAGE>
D. Capitalized Interest and Real Estate Taxes:
For the first quarter of 1997 the Company ceased the
capitalization of interest and real estate taxes on its Atlantic City
expansion project adjacent to the Resorts Casino Hotel as the project
conceived by management of the Company prior to the Merger with SIHL
was essentially abandoned. Management of SIHL is working on a new
conceptual design for expanding this property and detailed planning
is expected to begin in 1998.
E. Statements of Cash Flows:
Supplemental disclosures required by Statement of Financial
Accounting Standards No. 95 "Statement of Cash Flows" are presented
below.
Quarter Ended
March 31,
(In Thousands of Dollars) 1997 1996
Interest paid $11,888 $11,307
Income taxes paid (refunds received) $ (142) $ 79
Non-cash financing and investing
activities:
Net book value of SIRI at date
of contribution (see Note A) $ 368
Increase in liabilities for
additions to other assets $ 17
F. Commitments and Contingencies:
Casino Reinvestment Development Authority ("CRDA")
As previously reported, certain issues have been raised by the
CRDA and the State of New Jersey Department of the Treasury (the
"Treasury") concerning the satisfaction of investment obligations for
the years 1979 through 1983 by RIH. These matters were dormant for an
extensive period of time until late 1995 when the Company was
contacted by the CRDA. CRDA legal representatives have recently
indicated that Treasury may take a position that RIH owes additional
investment alternative taxes including interest and possibly
penalties. If these issues are determined adversely, RIH could be
required to pay the relevant amount in cash. Management of the
Company intends to contest these issues and believes a negotiated
settlement that would not involve a material monetary cost to the
Company is possible.
11<PAGE>
Litigation
SINA and certain of its subsidiaries are defendants in certain
litigation. In the opinion of management, based upon advice of
counsel, the aggregate liability, if any, arising from such litigation
will not have a material adverse effect on the accompanying
consolidated financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FINANCIAL CONDITION
Liquidity
At March 31, 1997 the Company's working capital amounted to
$22,554,000, including unrestricted cash and equivalents of
$59,938,000. A significant portion of the unrestricted cash and
equivalents is required for day-to-day operations, including
approximately $10,000,000 of currency and coin on hand which amount
varies by days of the week, holidays and seasons, as well as
additional cash balances necessary to meet current working capital
needs.
Capital Expenditures and Resources
In March 1997 the Company purchased $119,645,000 principal amount
of Mortgage Notes and $21,001,000 principal amount of Junior Mortgage
Notes upon consummation of the Offer. The purchase price and Consent
Payments for purchasing these tendered securities, excluding accrued
interest, totaled $153,712,000. In connection with the Offer and
Solicitation, SIHL and SINA issued $200,000,000 principal amount of
Senior Notes which, after costs, will result in net proceeds to the
Company of approximately $194,000,000. The majority of these proceeds
were used to fund the Offer; the balance of the proceeds will be used
for general corporate purposes. See Note C of Notes to Consolidated
Financial Statements for further discussion of these and related
transactions.
As previously disclosed, officials of SIHL announced plans to
transform Resorts Casino Hotel into a highly themed resort. At
present, the project is in the conceptual design stage and detailed
planning is expected to begin in 1998. The expansion is expected to
include additional hotel rooms and a highly themed casino and
entertainment complex. The size and scope of the expansion depend, in
part, upon the amount of additional land the Company is able to
acquire. In this regard, the Company spent in excess of $7,500,000
during the first quarter of 1997 on land intended to be used in this
expansion. In addition, the Company's ability to carry out the
expansion depends on a number of other factors, including receipt of
adequate financing and certain state and local approvals.
12<PAGE>
During 1997 the Company expects to begin enhancing the Resorts
Casino Hotel through the construction of additional parking, the
renovation of approximately 500 of the hotel rooms and various
improvements to public areas. The planning for such renovation has
just recently begun, and the costs and schedule therefor have not yet
been determined.
RESULTS OF OPERATIONS - First Quarter 1997 Compared to 1996
Revenues
Casino and Resort Revenues
RIH's net casino revenues increased from $58,687,000 in the first
quarter of 1996 to $59,104,000 in the first quarter of 1997 as table
win increased by $1,045,000, slot win decreased by $416,000 and poker,
simulcast and keno revenues decreased by $212,000. Table game win was
up due to both an increase in amounts wagered by patrons and the
effects of an increased hold percentage (ratio of casino win to total
amount of chips purchased for table games or total amount wagered for
slots). The decrease in slot win was due to a decrease in amounts
wagered.
Competition for Atlantic City casino patrons remains intense.
Adding to the competition for patrons, expansions at two competing
Atlantic City properties opened in mid-1996 which, combined, added
approximately 1,100 hotel rooms and approximately 85,000 square feet
of gaming space. In July 1997 another competitor's expansion is
expected to open adding approximately 75,000 square feet of casino
space and two other competitors are scheduled to open hotel room
additions of 300 and 400 rooms this summer. Several other companies
have announced plans to expand existing or construct new casino/hotels
in Atlantic City.
Tour Operations
These revenues in 1997 are from operations of SIRI and its
subsidiaries, which entities were contributed to SINA by SIHL
effective January 1, 1997.
Real Estate Related
Real estate related revenues consist of lease payments under a
99-year net lease of approximately 10 acres of Boardwalk property in
Atlantic City (the "Showboat Lease"). Lease payments received under
the Showboat Lease are passed-through (subject to certain adjustments)
as interest to holders of SINA's First Mortgage Non-Recourse Pass-
Through Notes due June 30, 2000 (the "Showboat Notes"). Thus, the
casino/hotel operations do not fund the interest on the Showboat
Notes.
The lease payments under the Showboat Lease are adjusted
annually, as of April 1, for changes in the consumer price index. For
the lease
13<PAGE>
year commencing April 1, 1997 annual lease payments increased from
$8,805,000 to $9,047,000.
Expenses
Casino and Resort Expenses
For the first quarter of 1997 the largest decreases in casino and
resort expenses were in fees charged RIH by the New Jersey Casino
Control Commission ("CCC") and Division of Gaming Enforcement ("DGE")
($600,000) and cash giveaways at RIH ($600,000). The CCC and DGE fees
were higher in 1996 because the Company's gaming license renewal
investigation and hearing took place in early 1996. The cash
giveaways were down as the cash giveaway per bus patron decreased,
though the Company's number of bus passengers increased.
Tour Operations
These expenses in 1997 are from operations of SIRI and its
subsidiaries, which entities were contributed to SINA by SIHL
effective January 1, 1997.
Selling, General and Administrative
The net decrease in selling, general and administrative costs is
due to (i) a decrease in SINA's corporate overhead costs ($800,000)
related to the closing of a corporate office and termination of
certain personnel in conjunction with the Merger and (ii) a decrease
at RIH, primarily due to a decrease in amortization of prepaid fees
($600,000) under an agreement whereby the Company has a non-exclusive
license to use the name and likeness of Merv Griffin to advertise the
Company's casino/hotel properties. The balance of such prepaid fees
were written off in December 1996.
Depreciation and Amortization
These expenses were up slightly as the net decrease in
depreciation expense ($300,000) resulting primarily from the changes
in remaining depreciable lives assigned in conjunction with the Merger
was more than offset by the amortization of goodwill ($600,000).
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
The following is an update of the status of certain litigation
which was previously described in "Item 3. Legal Proceedings" of the
SINA 1996 Form 10-K.
14<PAGE>
U.S. Bankruptcy Court Action - Rogers
The motion for summary judgment, which was previously reported as
returnable on April 17, 1997, was adjourned by the New Jersey
Bankruptcy Court (the "NJ Bankruptcy Court") until May 28, 1997.
U.S. District Court Action - SINA v. Lowenschuss
In this previously reported action pending before the NJ
Bankruptcy Court where a trial was held on November 2 and 3, 1995, on
April 22, 1997, the NJ Bankruptcy Court issued a final opinion in
SINA's favor, finding that the trustee for two Individual Retirement
Accounts and the Fred Lowenschuss Associates Pension Plan committed
fraud against SINA and that SINA was entitled to restitution. The NJ
Bankruptcy Court awarded SINA $3,800,000 plus prejudgment interest and
$250,000 punitive damages, for a total award of approximately
$5,600,000.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
The following Part I exhibits are filed herewith:
Exhibit
Number Exhibit
(27)(a) Financial data schedule as of March 31, 1997.
(27)(b) Restated financial data schedule as of March 31, 1996.
The following Part II exhibits are filed herewith:
Exhibit
Number Exhibit
(3)(a) Restated Certificate of Incorporation of SINA.
(3)(b) Amended and Restated By-Laws of SINA.
b. Reports on Form 8-K
No Current Report on Form 8-K was filed by SINA covering an event
during the first quarter of 1997. No amendments to previously filed
Forms 8-K were filed during the first quarter of 1997.
15<PAGE>
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.
SUN INTERNATIONAL NORTH AMERICA, INC.
(Registrant)
/s/ John Allison
John Allison
Executive Vice President - Finance
(Authorized Officer of Registrant
and Chief Financial Officer)
Date: May 14, 1997
16<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC.
Form 10-Q for the quarterly period
ended March 31, 1997
EXHIBIT INDEX
Exhibit
Number Exhibit Page Number in Form 10-Q
(3)(a) Restated Certificate of Page 18
Incorporation of SINA.
(3)(b) Amended and Restated Page 25
By-Laws of SINA.
(27)(a) Financial data schedule Page 34
as of March 31, 1997.
(27)(b) Restated financial data Page 35
schedule as of March 31,
1996.
17<PAGE>
EXHIBIT (3)(a)
RESTATED CERTIFICATE OF INCORPORATION
OF
SUN INTERNATIONAL NORTH AMERICA, INC.
We, Matthew B. Kearney, Executive Vice President - Finance and
Treasurer and David G. Bowden, Vice President - Controller and
Secretary, of Sun International North America, Inc., a corporation
existing under the laws of the State of Delaware (the "Corporation"),
do hereby certify that:
ONE: The name of the Corporation is "Sun International North
America, Inc."; the Corporation was formerly known as "Griffin Gaming
& Entertainment, Inc. " and "Resorts International, Inc." and was
formed under the name "Mary Carter Paint Co.".
TWO: T h e original Certificate of Incorporation of the
Corporation was filed in the office of the Secretary of State of the
State of Delaware on the 24th day of October, 1958.
THREE: This Restated Certificate of Incorporation was duly
adopted by the Board of Directors of the Corporation in accordance
with Section 245 of the General Corporation Law of the State of
Delaware. This Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation as theretofore amended or
supplemented.
FOUR: This Restated Certificate of Incorporation has been duly
executed and acknowledged by the officers of the Corporation in
accordance with Sections 245 and 103 of the General Corporation Law of
the State of Delaware.
FIVE: The text of the Certificate of Incorporation of the
Corporation is hereby restated, in its entirety, to read as follows:
ARTICLE I
NAME
The name of the Corporation is "Sun International North America,
Inc.".
18<PAGE>
ARTICLE II
ADDRESS
The address of the Corporation's registered office in the State
of Delaware is 1013 Centre Road, City of Wilmington, County of New
Castle, and the name of its registered agent at such address is United
States Corporation Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law ("GCL") of Delaware.
ARTICLE IV
CAPITALIZATION
A. Authorization. The total number of shares of capital
stock of all classifications which the Corporation shall have
authority to issue is 20,000 consisting of (i) 10,000 shares of Common
Stock, par value $.01 per share (the "Common Stock") and (ii) 10,000
shares of Preferred Stock, par value $.01 per share (the "Preferred
Stock").
The shares of Preferred Stock may be issued from time to time
in one or more series. The Board of Directors hereby is vested with
authority from time to time to issue the Preferred Stock as Preferred
Stock of any series. In connection with the creation of each such
series of Preferred Stock, the Board of Directors hereby is vested
with authority to fix by resolution or resolutions the designations
and the powers, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions
thereof, of such series, to the full extent now or hereafter permitted
by the laws of the State of Delaware, including without limitation the
dividend rate, conversion or exchange rights, redemption price and
liquidating preference of any series of Preferred Stock, and to fix
the number of shares constituting any such series, and to increase or
decrease the number of shares of any such series (but not below the
number of shares thereof outstanding); provided, however, that no
shares of Preferred Stock may be designated or issued with any rights
to vote for any purpose. In case the number of shares of any such
series shall be so decreased, the shares constituting such decrease
shall resume the status
19<PAGE>
which they had prior to the adoption of the resolution or resolutions
originally fixing the number of shares of such series.
B. Dividends. The Board of Directors of the Corporation may
cause dividends to be paid to the holders of shares of Common Stock
from time to time out of funds legally available therefor. When and
as dividends are declared, they may be payable in cash, in property or
in shares of Common Stock.
ARTICLE V
BUSINESS
The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the
Corporation and its directors and stockholders:
A. The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors.
B. The number of directors of the Corporation shall be as from
time to time fixed by, or in the manner provided in, the By-Laws of
the Corporation. Election of directors need not be by written ballot
unless the By-Laws so provide.
C. In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject, nevertheless,
to the provisions of the GCL, this Restated Certificate of
Incorporation, and the By-Laws of the Corporation.
D Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the
Corporation may be kept (subject to any provision contained in the
GCL) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the By-
Laws of the Corporation.
ARTICLE VI
INDEMNIFICATION
A. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or
its
20<PAGE>
stockholders for monetary damages for breach of fiduciary duty as a
director except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
B. Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to
become a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him or on his behalf in any such capacity,
or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this Article VI, provided, however, that such insurance
is available on reasonable and acceptable terms, which determination
shall be made by a vote of a majority of the Board of Directors.
C. Subsequent Amendment. No amendment, modification or repeal
of this Article VI shall affect or impair in any way the rights of any
director or officer of the Corporation to indemnification under the
provisions hereof with respect to any action, suit or proceeding
arising out of, or relating to, any actions, transactions or facts
occurring prior to the final adoption of such amendment, modification
or repeal.
D. Subsequent Legislation. If the General Corporation Law of
the State of Delaware is amended to further expand the indemnification
permitted to directors, officers, employees or agents of the
Corporation, then the Corporation shall indemnify such persons to the
fullest extent permitted by the General Corporation Law of the State
of Delaware, as so amended. If the Delaware General Corporation Law
is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as
so amended. Any repeal or modification of this Section by the
stockholders of the Corporation shall be prospective only and shall
not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
21<PAGE>
ARTICLE VII
NEW JERSEY CASINO CONTROL ACT
This Certificate of Incorporation shall be subject to the New
Jersey Casino Control Act, N.J.S.A. 5:12-1et seq., and the rules and
regulations of the New Jersey Casino Control Commission (the
"Commission") as they currently exist or as they hereafter may be
amended (the "Act"), including without limitation the following:
A. The securities of the Corporation shall always be subject to
redemption by the Corporation, by action of the Board of Directors,
if, in the judgment of the Board of Directors, such action should be
taken, pursuant to Section 151(b) of the General Corporation Law of
Delaware or any other applicable provision of law, to the extent
necessary to prevent the loss or secure the reinstatement of any
government-issued license or franchise held by the Corporation or any
Subsidiary (as defined in Paragraph E of this Article VII) to conduct
any portion of the business of the Corporation or such Subsidiary,
which license or franchise is conditioned upon some or all of the
holders of the Corporation's securities possessing prescribed
qualifications. In the event a holder of the Corporation's securities
is found not to possess such prescribed qualifications by the
Commission pursuant to the Act (a "Disqualified Holder"), such
Disqualified Holder shall indemnify the Corporation for any and all
direct or indirect costs, including attorneys' fees, incurred by the
Corporation as a result of such holder's continuing ownership or
failure to divest promptly.
B. So long as the Corporation shall remain a privately-held
holding company as defined in the Act, in accordance with N.J.S.A.
5:12-82(d)(7), (8) and (10), the Commission shall have the right of
prior approval with regard to transfers of securities, shares, and
other interests in the Corporation and the Corporation shall have the
absolute right to redeem at the market price or purchase price,
whichever is the lesser, any security, share or other interest in the
Corporation in accordance with the Act.
C. If the Corporation shall become, and so long as it shall
remain, a publicly traded holding company as defined in the Act, in
accordance with N.J.S.A. 5:12- 82(d)(7) and (9), all securities of the
Corporation shall be held subject to the condition that if a holder
thereof is found to be a Disqualified Holder, such holder shall
dispose of his interest in the Corporation within 120 days following
the Corporation's receipt of notice (the "Notice Date") of the
holder's disqualification. Promptly following its receipt of notice
from the Commission that a
22<PAGE>
holder of securities of the Corporation has been found disqualified,
the Corporation shall either deliver such written notice personally to
the Disqualified Holder, mail it to such Disqualified Holder at the
address shown on the Corporation's books and records, or use any other
reasonable means to provide notice. Failure of the Corporation to
provide notice to a Disqualified Holder after making reasonable
efforts to do so shall not preclude the Corporation from exercising
its rights.
If any Disqualified Holder fails to dispose of his securities
within 120 days following the Notice Date, the Corporation may
redeem such securities at the lesser of (i) the lowest closing sale
price of such securities between the Notice Date and the date 120 days
after the Notice Date, or (ii) such holder's original purchase price.
D. So long as the Corporation shall remain a holding company as
defined in the Act, in accordance with N.J.S.A. 5:12- 105(e),
commencing on the date the Commission serves notice on the Corporation
that a security holder has been found disqualified, it shall be
unlawful for the Disqualified Holder to (i) receive any dividends or
interest upon any such securities of the Corporation held by such
holder; (ii) exercise, directly or through any trustee or nominee, any
right conferred by such securities; or (iii) receive any remuneration
in any form, for services rendered or otherwise, from any Subsidiary
of the Corporation that holds a casino license.
E. For purpose of this Article VII, the term "Subsidiary" shall
be defined in accordance with N.J.S.A. 5:12-47.
ARTICLE VIII
AMENDMENT OF CERTIFICATE OF INCORPORATION AND BY-LAWS
A. In addition to any affirmative vote required by applicable
law, any alteration, amendment, repeal or rescission of any provision
of this Restated Certificate of Incorporation must be approved by a
majority of the directors of the Corporation then in office and by the
affirmative vote of the holders of a majority of the outstanding
shares of the Common Stock.
B. The Board of Directors shall have the power without the
assent or vote of the stockholders to make, alter, amend, change, add
to or repeal the By-Laws of the Corporation.
IN WITNESS WHEREOF, the undersigned have signed this Restated
Certificate of Incorporation, under penalties of perjury, and caused
the
23<PAGE>
corporate seal of the Corporation to be hereunto affixed this 26th day
of March, 1997.
By:
/s/ Matthew B. Kearney
Matthew B. Kearney
Executive Vice President - Finance
and Treasurer
[Corporate Seal]
Attest:
By:
/s/ David G. Bowden
David G. Bowden
Vice President - Controller and
Secretary
24<PAGE>
EXHIBIT (3)(b)
AMENDED AND RESTATED BY-LAWS
OF
SUN INTERNATIONAL NORTH AMERICA, INC.
ARTICLE I
OFFICES
SECTION 1. Principal Office. The principal office of Sun
International North America, Inc. (the "Corporation") in the State of
Delaware shall be established and maintained at the office of the
United States Corporation Company in the City of Wilmington, County of
New Castle, and said corporation shall be the resident agent of this
Corporation in charge thereof.
SECTION 2. Other Offices. The Corporation may also have an
office or offices and keep the books and records of the Corporation,
except as may otherwise be required by the laws of the State of
Delaware, at such other place or places either within or without the
State of Delaware as the Board of Directors of the Corporation (the
"Board") may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. A ll meetings of the
stockholders shall be held at such place, within or without the State
of Delaware, as may from time to time be fixed by the Board or as
shall be specified or fixed in the respective notices or waivers of
notice thereof.
SECTION 2. Annual Meetings. T h e annual meeting of the
stockholders of the Corporation for the election of directors and for
the transaction of such other business as may properly come before the
meeting shall be held on a date and at a time and place as designated
by resolution of the Board of Directors of the Corporation.
SECTION 3. Special Meetings. S pecial meetings of the
stockholders, unless otherwise provided by law, may be called at any
time by the Chairman of the Board or by a majority of the Board of
Directors.
25<PAGE>
SECTION 4. Notice of Meetings. Except as otherwise
expressly required by law or the Certificate of Incorporation of the
Corporation, written notice stating the place and time of the meeting
and, in the case of a special meeting, the purpose or purposes of such
meeting, shall be given by the Secretary to each stockholder entitled
to vote thereat at the last known post office address not less than
ten nor more than sixty days prior to the date of meeting. No
business other than that stated in the notice shall be transacted at
any special meeting. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who shall attend such
meeting in person or by proxy; and if any stockholder shall, in person
or by attorney thereunto duly authorized, in writing or by telegraph,
cable or wireless, waive notice of any meeting, whether before or
after such meeting be held, the notice thereof need not be given to
him. Notice of any adjourned meeting of stockholders need not be
given.
SECTION 5. Quorum. At any meeting of the stockholders of the
Corporation, the presence, in person or by proxy, of stockholders then
entitled to cast a majority in number of votes upon a question to be
considered at the meeting shall constitute a quorum for the
consideration of such question.
SECTION 6. Action Without Meeting. Any action required to be
taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. General Powers. The Board shall manage the business
and affairs of the Corporation and may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as
are not by law, the Certificate of Incorporation or these By-Laws
directed or required to be exercised or done by the stockholders.
26<PAGE>
SECTION 2. Number and Term of Holding Office. The number of
directors which shall constitute the whole Board shall be one or such
other number as from time to time shall be fixed by resolution of the
Board. Directors need not be stockholders. Each director shall hold
office until the annual meeting next after his election and until his
successor shall be elected and shall qualify or until his earlier
death or resignation or removal in the manner hereinafter provided.
SECTION 3. Election of Directors. At each meeting of the
stockholders for the election of a director or directors, the person
or persons receiving the greater number of votes, up to the number of
directors then to be elected, cast by the stockholders present in
person or by proxy and entitled to vote for such director or directors
shall be the director or directors elected by such stockholders. The
election of directors is subject to any provisions contained in the
Certificate of Incorporation relating thereto.
SECTION 4. Quorum. At all meetings of the Board the presence
of a majority of the whole Board shall be necessary to constitute a
quorum for the transaction of business at such meeting. Any act of a
majority present at a meeting at which there is a quorum shall be the
act of the Board, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation or by these By-Laws.
In the absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time until a quorum shall be present.
At any adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the meeting as
originally called. Notice of any adjourned meeting need not be given.
SECTION 5. Place of Meeting. The Board may hold its meetings at
such place or places within or without the State of Delaware as it may
from time to time by resolution determine or as shall be fixed or
specified in the respective notices or waivers of notice thereof.
Members of the Board, or any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear and communicate with each other.
SECTION 6. Regular Meetings. Regular meetings of the Board may
be held without notice at such places and times as may be fixed from
time to time by resolution of the Board.
SECTION 7. Special Meetings. Special meetings of the Board may
be called by the Chairman of the Board. At least twenty-four hours'
written or telegraphic notice of each special meeting shall be given
to
27<PAGE>
each director. The notice of any meeting, or any waiver thereof, need
not state the purpose or purposes of such meeting.
SECTION 8. Action by Consent. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the Board or all members
of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
SECTION 9. Resignations; Removal. Any director may resign at
any time by giving written notice to the Chairman of the Board or the
Secretary. Such resignation shall take effect at the time specified
therein or, if no time is specified, upon receipt of such notice. The
acceptance of a resignation shall not be necessary to make it
effective. Directors may only be removed in accordance with the
Certificate of Incorporation.
SECTION 10. Vacancies. A vacancy in the Board caused by death,
resignation or removal shall be filled by (i) action of the Board or
(ii) by vote of the stockholders. Each director chosen to fill a
vacancy shall, unless otherwise provided or as provided in the
Certificate of Incorporation, hold office until his successor shall
have been elected and shall qualify or until he shall resign or shall
have been removed.
ARTICLE IV
COMMITTEES
SECTION 1. Designation and Powers of Committees. The Board may,
by resolution or resolutions passed by a majority of the whole Board,
designate two or more of its members to constitute an Executive
Committee, which, during the intervals between the meetings of the
Board, shall have, and may exercise, all the powers of the Board in
the management of the business, affairs, and property of the
Corporation, to the extent permitted by Delaware law. The Board, by
resolution passed by a majority of the whole Board, may designate
members of the Board to constitute other committees, including an
Audit Committee and a Compensation Committee, which shall consist of
such numbers of directors and shall have, and may exercise, such
powers as the Board may determine and specify in the respective
resolutions appointing them, to the extent permitted by Delaware law.
The Board shall have power at any time to change the members of the
Executive Committee or any such other committee, to fill vacancies and
to discharge the Executive Committee or
28<PAGE>
any such other committee.
ARTICLE V
OFFICERS
SECTION 1. Election and Number. The principal officers of the
Corporation shall be a Chairman of the Board, a President, one or more
Vice Presidents, a Treasurer and a Secretary, all of whom shall be
chosen by the Board, and such other officers as may be appointed in
accordance with the provisions of SECTION 3 of this ARTICLE V. One
person may hold the office and perform the duties of any two or more
of said officers other than those of President and Secretary.
SECTION 2. Term of Office and Qualifications. Each officer,
except such as may be appointed in accordance with the provisions of
SECTION 3 of this ARTICLE V, shall hold office until the next annual
election of officers and until his successor shall have been chosen
and shall qualify or until his death or until he shall have resigned
or until he shall have been removed in the manner provided in SECTION
4 of this ARTICLE V.
SECTION 3. Appointive Officers. The Chairman of the Board or
the Board may from time to time appoint such other officers as they
may deem necessary, including one or more Assistant Treasurers, one or
more Assistant Secretaries and such other agents and employees of the
Corporation as they may deem proper. Such officers and agents and
employees shall hold office for such period, have such authority and
perform such duties, subject to the control of the Board, as the
Chairman of the Board or the Board may from time to time prescribe.
SECTION 4. Removal. Any elected officer may be removed, either
with or without cause, at any time, by the vote of a majority of the
whole Board at any meeting of the Board, and any appointive officer
may be removed, either with or without cause, at any time by the
Chairman of the Board.
SECTION 5. Resignations. Any officer may resign at any time by
giving written notice to the Board or to the President or to the
Secretary. Such resignation shall take effect upon receipt of such
notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 6. Vacancies. A vacancy in any office because of death,
29<PAGE>
resignation, removal or any other cause shall be filled for the
unexpired portion of the term in the manner prescribed in SECTIONS 2
and 3 of this ARTICLE V for election or appointment, respectively, to
such office.
SECTION 7. Chairman of the Board. The Chairman of the Board if
present shall preside at all meetings of stockholders and at all
meetings of the Board and shall have such other powers and duties as
from time to time may be assigned to him by the Board or these By-
Laws.
SECTION 8. P r esident. The President shall be the chief
executive officer of the Corporation, and shall have general
supervision over the business of the Corporation, subject to the
control of the Board. In general, he shall perform all duties
incident to the office of President and have such other powers and
duties as from time to time may be assigned to him by the Board.
SECTION 9. Vice President. Each Vice President shall have such
powers and shall perform such duties as from time to time may be
assigned to him by the Board. The Board may elect, or designate, one
or more of the Vice Presidents as an Executive Vice President. At the
request of the President, or in the case of his absence or inability
to act, the Executive Vice President or, if there shall be more than
one Executive Vice President, an Executive Vice President designated
by the Board, or if the Board shall have not have elected or
designated an Executive Vice President then one of the Vice Presidents
who shall be designated for the purpose by the Board, shall perform
the duties of the President, and, when so acting, shall have all the
powers of the President.
SECTION 10. Secretary. The Secretary shall keep or cause to be
kept in books provided for this purpose the minutes of all meetings of
the stockholders and of the Board; shall see that all notices are duly
given in accordance with the provisions of these By-Laws and as
required by law; shall be the custodian of the seal of the Corporation
and shall affix the seal or cause it to be affixed to all certificates
of stock of the Corporation and to all documents the execution of
which on behalf of the Corporation under its seal shall be duly
authorized in accordance with the provisions of these By-Laws; shall
have charge of the stock records of the Corporation; shall see that
all reports, statements and other documents required by law are
properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for stock of the
Corporation; and, in general, shall perform all the duties incident to
the office of Secretary, and such other duties as from time to time
may be assigned to him by the Board.
30<PAGE>
SECTION 11. Assistant Secretaries. The Assistant Secretaries
shall have such powers and duties as from time to time may be assigned
to them by the Board. At the request of the Secretary or in case of
his absence or inability to act, any Assistant Secretary may act in
his place.
SECTION 12. Treasurer. The Treasurer shall have charge and
custody of, and be responsible for, all funds, securities, evidences
of indebtedness and other valuable documents of the Corporation;
shall deposit all such funds in the name of the Corporation in such
banks or other depositaries as shall be selected by the Board; shall
receive, and give or cause to be given receipts and acquittances for,
moneys paid in on account of the Corporation and shall pay out of the
funds on hand all just debts of the Corporation of whatever nature
upon maturity of the same; shall enter or cause to be entered in books
of the Corporation to be kept for that purpose full and accurate
accounts of all moneys received and paid out on account of the
Corporation, and whenever required by the Board, shall render a
statement of his cash accounts; shall keep or cause to be kept such
other books as will show the true record of the expenses, losses,
gains, asset and liabilities of the Corporation; and in general shall
perform all duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Board.
SECTION 13. Assistant Treasurers. The Assistant Treasurers
shall have such powers and duties as from time to time may be assigned
to them by the Board. At the request of the Treasurer, or in case of
his absence or inability to act, any Assistant Treasurer may act in
his place.
SECTION 14. Salaries. The salaries of the elective officers and
any appointive officers of the Corporation shall be fixed from time to
time by the Board. An officer shall not be prevented from receiving
such salary by reason of the fact that he is also a director of the
Corporation or a member of any committee contemplated by the By-Laws.
ARTICLE VI
CAPITAL STOCK
SECTION 1. Certificate for Stock. Every holder of shares of
stock shall be entitled to have a certificate, in such form as the
Board shall prescribe, certifying the number and class of shares of
stock of the Corporation owned by him. Each such certificate shall be
signed in the name of the Corporation by the President or a Vice
President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant
31<PAGE>
Secretary; provided, however, that where such certificate is signed by
a transfer agent or an assistant transfer agent or by a transfer clerk
acting on behalf of the Corporation and a registrar, the signature of
any such officer may be a facsimile.
SECTION 2. Transfer of Shares. The shares of stock of the
Corporation shall be transferable only upon its books by the
registered holders thereof or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates
shall be surrendered to the Corporation by the delivery thereof to the
Secretary or to such other person as the Board may designate, by whom
such old certificates shall be cancelled and new certificates shall
thereupon be issued. A record shall be made of each transfer.
SECTION 3. Lost or Destroyed Certificates. The Board may
determine the conditions upon which a new certificate of stock will be
issued in place of a certificate which is alleged to have been lost or
destroyed, and may, in its discretion, require the owner of such
certificate or his legal representative to give bond, with sufficient
surety to the Corporation to indemnify it against any and all losses
or claims which may arise by reason of the issue of a new certificate
in the place of the one so lost or destroyed.
SECTION 4. Condition Requiring Disposition. Any and all equity
securities of the Corporation are held subject to the condition that
if a holder thereof is found to be "disqualified" by the New Jersey
Gaming Commission pursuant to the provisions of the New Jersey Casino
Control Act (P.L. 1977 c. 110) then such holder shall dispose of his
interest in the Corporation's equity securities within 120 days after
receipt of notice of such finding.
ARTICLE VII
CORPORATE SEAL
The seal of the Corporation shall be in the form of a circle and
shall bear the full name of the Corporation, the year of its
incorporation and the words "CORPORATE SEAL DELAWARE".
ARTICLE VIII
SIGNATURES
All checks, bonds, notes, contracts, agreements or other
obligations or instruments of the Corporation shall be signed by such
32<PAGE>
officer or officers as the Board may from time to time designate.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 1. Waiver of Notice. Whenever any notice whatever is
required to be given by these By-Laws or by statute, the person
entitled thereto may in person, or in the case of a stockholder by his
attorney thereunto duly authorized, waive such notice in writing
(including telegraph, cable, radio or wireless), whether before or
after the meeting or other matter with respect of which such notice is
to be given, and in such event such notice need not be given to such
person and such waiver shall be equivalent to such notice, and any
action to be taken after such notice or after the lapse of a
prescribed period of time may be taken without such notice and without
the lapse of any period of time.
SECTION 2. Employment Contracts. No contract of employment
shall be entered into for or on behalf of the Corporation for a period
of more than one year without prior approval of the Board.
ARTICLE X
AMENDMENTS
Except as otherwise may be provided herein or in the Certificate
of Incorporation, these By-Laws, or any of them, may be amended,
modified or repealed, or new By-Laws may be adopted, either by vote of
a majority of the directors present at any annual, regular or special
meeting, or by a vote constituting a majority in number of the votes
cast by stockholders present in person or represented by proxy and
entitled to vote at any annual or special meeting.
March 26, 1997
33<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SUN
INTERNATIONAL NORTH AMERICA, INC.'S CONSOLIDATED FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED IN THE FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
PLEASE SEE FOOTNOTE 5 RELATING TO INFORMATION IN THIS FDS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> $62,357<F1>
<SECURITIES> 0
<RECEIVABLES> $8,327
<ALLOWANCES> $3,587
<INVENTORY> $1,097
<CURRENT-ASSETS> $73,598
<PP&E> $157,749
<DEPRECIATION> 2,656
<TOTAL-ASSETS> $596,098
<CURRENT-LIABILITIES> $51,044
<BONDS> $311,368<F2>
<COMMON> 0
0
0
<OTHER-SE> $189,729
<TOTAL-LIABILITY-AND-EQUITY> $596,098
<SALES> 0
<TOTAL-REVENUES> $70,900
<CGS> 0
<TOTAL-COSTS> $54,281<F3>
<OTHER-EXPENSES> $3,302<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $6,387
<INCOME-PRETAX> $(682)
<INCOME-TAX> 0
<INCOME-CONTINUING> $(682)
<DISCONTINUED> 0
<EXTRAORDINARY> $(2,957)
<CHANGES> 0
<NET-INCOME> $(3,639)
<EPS-PRIMARY> $0
<EPS-DILUTED> $0
<FN>
<F1>INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $49,052 AND
RESTRICTED CASH EQUIVALENTS OF $2,419.
<F2>INCLUDING UNAMORTIZED PREMIUMS.
<F3>EXCLUDES DEPRECIATION.
<F4>DEPRECIATION EXPENSE OF $2,684 AND AMORTIZATION OF GOODWILL OF $618.
<F5>SEE NOTE 1 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN SUN
INTERNATIONAL NORTH AMERICA, INC.'S FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996 FOR DISCUSSION OF A MERGER IN DECEMBER 1996 AND
THE RELATED CHANGE IN BASIS OF ACCOUNTING.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SUN
INTERNATIONAL NORTH AMERICA, INC.'S CONSOLIDATED FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED IN THE FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996,
EXCEPT AS NOTED BELOW IN FOOTNOTE 3, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> $50,017<F1>
<SECURITIES> 0
<RECEIVABLES> $7,564
<ALLOWANCES> $3,446
<INVENTORY> $2,231
<CURRENT-ASSETS> $64,406
<PP&E> $220,865
<DEPRECIATION> $63,963
<TOTAL-ASSETS> $328,756
<CURRENT-LIABILITIES> $35,323
<BONDS> $218,249<F2>
<COMMON> $79
0
0
<OTHER-SE> $21,755
<TOTAL-LIABILITY-AND-EQUITY> $328,756
<SALES> 0
<TOTAL-REVENUES> $66,149
<CGS> 0
<TOTAL-COSTS> $50,772<F3>
<OTHER-EXPENSES> $2,965<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $7,348
<INCOME-PRETAX> $(4,113)
<INCOME-TAX> 0
<INCOME-CONTINUING> $(4,113)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $(4,113)
<EPS-PRIMARY> $(.52)
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $34,987 AND
RESTRICTED CASH EQUIVALENTS OF $2,234.
<F2>NET OF UNAMORTIZED DISCOUNTS.
<F3>EXCLUDES DEPRECIATION; RESTATED TO EXCLUDE $137 RECLASSIFIED
TO SELLING, GENERAL & ADMINISTRATIVE EXPENSE.
<F4>DEPRECIATION EXPENSE.
</FN>
</TABLE>
