SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 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)
Registrant's telephone number, including area code: 954-713-2500
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
First Mortgage Non-Recourse
Pass-Through Notes American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
- continued -
Exhibit Index is presented on pages 65 through 79.
Total number of pages 81
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 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
As of February 28, 1998, there were 100 shares of the registrant's
common stock outstanding, all of which were 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
I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with
the reduced disclosure format permitted by that General Instruction.
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Sun International North America, Inc. ("SINA") is a holding company
which, through its indirect wholly owned subsidiary, Resorts
International Hotel, Inc. ("RIH"), is principally engaged in the
ownership and operation of Resorts Casino Hotel in Atlantic City, New
Jersey. SINA was known as Resorts International, Inc. until June 30,
1995, and as Griffin Gaming & Entertainment, Inc. from June 30, 1995
until February 6, 1997. "SINA" is used herein to refer to the
corporation for all periods. SINA was incorporated in Delaware in 1958.
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 (the "Effective Date"), SINA became a wholly
owned subsidiary of Sun International Hotels Limited ("SIHL"), a
corporation organized and existing under the laws of the Commonwealth of
The Bahamas, when Sun Merger Corp., a wholly owned subsidiary of SIHL,
was merged with and into SINA (the "Merger"). See further discussion of
the Merger below.
In Atlantic City, the Company owns and operates the Resorts Casino
Hotel, which has approximately 660 guest rooms, a 68,000 square foot
casino, an 8,000 square foot simulcast parimutuel betting and poker area
and related facilities, located on the Boardwalk.
Casino operations in Atlantic City are conducted under a casino
license which is subject to periodic review and renewal by action of the
New Jersey Casino Control Commission (the "Casino Control Commission").
The Company's current license was renewed in January 1996 through
January 31, 2000. See "Regulation and Gaming Taxes and Fees" under
"Narrative Description of Business" below.
Approximately 10 acres of Boardwalk property previously owned by
the Company was sold to Atlantic City Showboat, Inc. ("ACS") in January
1998. Prior to its sale, the property was leased to ACS under a 99-year
net lease (the "Showboat Lease"). All lease payments received under the
Showboat Lease directly and completely serviced the Company's interest
obligations under the Showboat Notes described under "Narrative
Description of Business - Showboat Lease" below. The Company also owns
other real estate in the Atlantic City area, most of which is vacant
land.
Effective January 1, 1997, SIHL contributed the capital stock of
Sun International Resorts, Inc. ("Sun Resorts"), a wholly owned
subsidiary of SIHL, to SINA. Sun Resorts, along with its subsidiaries,
is a tour operator and wholesaler of tour packages and provides
reservation services. In addition, Sun Resorts provides certain support
services for SIHL's operations in The Bahamas.
Effective July 1, 1997, SIHL contributed the capital stock of Sun
Cove Limited, ("Sun Cove"), a wholly owned subsidiary of SIHL, to SINA.
Sun Cove has a 50% interest in Trading Cove Associates ("TCA"), a
Connecticut general partnership which holds a management agreement (the
"Management Agreement") with the Mohegan Tribal Gaming Authority
relating to the development and management of a casino resort and
entertainment complex (the "Mohegan Sun Casino") in the town of
Uncasville, Connecticut. The Management Agreement provides that TCA is
entitled to receive between 30% and 40% of the net profits, as defined,
of the Mohegan Sun Casino. TCA is obligated to pay certain amounts to
SIHL or certain its affiliates, as priority payments from its management
fee income for services provided by SIHL or its affiliates. In
addition, TCA is obligated to pay certain amounts to Sun Cove, as
priority payments from its management fee income for previous capital
contributions to TCA. These amounts are paid as TCA receives sufficient
management fees to meet the priority distributions.
In February 1998, the Mohegan Tribe of Indians of Connecticut (the
"Tribe") announced that it had appointed TCA to develop its proposed
$450 million expansion of the Mohegan Sun Casino. In addition, TCA and
the Tribe agreed that effective January 1, 2000, TCA will turn over
management of the Mohegan Sun Resort complex, (which comprises the
existing operations and the proposed expansion), to the Tribe. In
exchange for relinquishing its rights under its existing agreements,
beginning January 1, 2000, TCA will receive annual buyout payments of
five percent of the gross revenues of the Mohegan Sun Resort complex for
a 15-year period. Until January 1, 2000, there will be no change in
TCA's existing agreements with the Tribe. The new agreements with the
Tribe are subject to review and approval from various regulatory
agencies.
As a result of these transactions, SINA is a holding company
through which SIHL owns and operates its properties and investments in
the United States and provides certain support services for SIHL.
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").
Pursuant to the Merger Agreement, each share of SINA common stock,
$.01 par value per share (the "SINA Common Stock"), outstanding
immediately prior to the Effective Date was converted into the right to
receive .4324 ordinary share, $.001 par value per share, of SIHL (the
"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 SINA (the "Class B Stock") was converted into the
right to receive .1928 Ordinary Share. As of the Effective Date, the
.1928 Ordinary Share received in exchange for a share of Class B Stock
trades as part of a unit (the "Units") along with $1,000 principal
amount of 11.375% Junior Mortgage Notes due 2004 (the "Junior Mortgage
Notes") issued by Resorts International Hotel Financing, Inc. ("RIHF"),
a financing subsidiary of SINA. See "1997 Refinancing" below for
discussion of an offer to purchase the Junior Mortgage Notes. Pursuant
to this offer, certain fractional Ordinary Shares related to tendered
Junior Mortgage Notes were purchased by SIHL for cash. Whole Ordinary
Shares that had been related to tendered Junior Mortgage Notes remain
outstanding and are no longer traded as part of Units. Junior Mortgage
Notes not tendered continue to trade as part of Units.
In connection with the Merger, SIHL filed an application for
qualification as a holding company of RIH with the Casino Control
Commission. On October 22, 1997, SIHL received approval as a qualifer.
Pursuant to an accounting practice known as "push-down" accounting,
as of December 31, 1996, the Company adjusted its consolidated net
assets to reflect the amount of SIHL's investment in SINA. Accordingly,
the Company's consolidated assets and liabilities were adjusted to their
estimated fair values and the Company's accumulated deficit was
eliminated. See Note 1 of Notes to Consolidated Financial Statements
for further discussion of this accounting treatment.
1997 Refinancing
In February 1997, Resorts International Hotel Financing, Inc., a
wholly owned special purpose finance subsidiary of the Company ("RIHF")
offered (the "Offer") to purchase its outstanding $125 million principal
amount of 11% Mortgage Notes due 2003 (the "Mortgage Notes") and $35
million principal amount of Junior Mortgage Notes. In connection with
the Offer, RIHF sought the consent of the holders (the "Consents") to
amend the relevant indentures to, among other things, release the
collateral for the Mortgage Notes and Junior Mortgage Notes. Pursuant
to the Offer, RIHF acquired $119.6 million principal amount of Mortgage
Notes and $21 million principal amount of Junior Mortgage Notes, for a
total purchase price (including payments relating to the Consents) of
$153.7 million. There remains outstanding $5.4 million principal amount
of Mortgage Notes and $1.1 million principal amount of Junior Mortgage
Notes, which, as a result of the amendments to the indentures, are now
unsecured obligations of RIHF. 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, SIHL and SINA (the "Issuers") issued
$200 million principal amount of 9% Senior Subordinated Notes due 2007
(the "Senior Notes") which, after costs, resulted in net proceeds to the
Company of approximately $194 million. These proceeds were used to fund
the Offer and for general corporate purposes.
(b) Financial Information about Industry Segments
Not applicable
(c) Narrative Description of Business
ATLANTIC CITY
Gaming Facilities
The Resorts Casino Hotel in Atlantic City, New Jersey, has a 68,000
square foot casino and a simulcast parimutuel betting and poker area of
approximately 8,000 square feet. At December 31, 1997, these gaming
areas contained approximately 99 table games that consisted of 44
blackjack tables, 18 poker tables, 10 roulette tables, 9 craps tables,
and 18 other specialty games that include Caribbean Stud, Baccarat, Let
It Ride, Three-card Poker, Pai Gow poker, Big Six, Sic Bo, and Pai Gow.
There were also 2,254 slot machines and five betting windows and four
customer-operated terminals for simulcast parimutuel betting. Also
included in the simulcast area is a keno lounge which has two keno
cashier windows. There are also two keno windows in the bus waiting
area. Resorts Casino Hotel continuously monitors the configuration of
the casino floor and the games it offers to patrons with a view towards
making changes and improvements. As new games have been approved by the
Casino Control Commission, management has integrated such games into its
casino operations to the extent it deems appropriate.
Casino gaming in Atlantic City is highly competitive and is
strictly regulated under the New Jersey Casino Control Act and
regulations promulgated thereunder (the "Casino Control Act"), which
affect virtually all aspects of RIH's casino operations. See
"Competition" and "Regulation and Gaming Taxes and Fees" below.
Resort and Hotel Facilities
The Resorts Casino Hotel commenced operations in May 1978 and was
the first casino/hotel opened in Atlantic City. This was accomplished
by the conversion of the former Haddon Hall Hotel, a classic hotel
structure originally built in the early 1900's, into a casino/hotel. It
is situated on approximately seven acres of land with approximately 310
feet of Boardwalk frontage overlooking the Atlantic Ocean. The Resorts
Casino Hotel consists of two hotel towers, the 15-story East Tower and
the 9-story North Tower. In addition to the casino facilities described
above, the casino/hotel complex includes approximately 660 guest rooms
and suites, the 1,400-seat Superstar Theater, seven restaurants, one
cocktail lounge, a VIP slot and table player lounge, an indoor swimming
pool, a health club and retail stores. The complex also has
approximately 50,000 square feet of convention facilities, including
eight large meeting rooms and a 16,000 square foot ballroom.
RIH owns a garage that is connected to the Resorts Casino Hotel by
a covered walkway. This garage is used for patrons' self parking and
accommodates approximately 700 vehicles. In October 1996 and August
1997, RIH purchased additional adjacent properties consisting of
approximately 3.5 acres which were previously leased, and which provide
parking for approximately 350 cars. In June 1995, SINA acquired
approximately 4.4 acres adjoining the Resorts Casino Hotel (the
"Chalfonte Site") which acreage currently provides additional uncovered
self-parking for approximately 130 cars and valet parking for
approximately 415 cars. This acreage was previously leased by RIH.
Consistent with industry practice, RIH reserves a portion of its
hotel rooms and suites as complimentary accommodations for high-level
casino wagerers. For 1997, 1996 and 1995 the average occupancy rates,
including complimentary rooms, which were primarily provided to casino
patrons, were 91%, 93% and 94%, respectively. The average occupancy
rate and weighted average daily room rate, excluding complimentary
rooms, were 41% and $62, respectively, for 1997. This compares with 50%
and $54, respectively, for 1996, and 51% and $59, respectively, for
1995.
Entertainment
Resorts Casino Hotel offers headline entertainment as part of its
strategy to attract high-level and other patrons. Resorts Casino Hotel
has entered into exclusive contracts with entertainers to perform at
Resorts Casino Hotel including the following who are scheduled for 1998:
Steve Lawrence and Eydie Gorme, Tony Danza, Englebert Humperdink, the
Temptations, and the Pointer Sisters. Resorts Casino Hotel currently
offers headline entertainment on a Wednesday through Monday schedule and
has plans to continue this schedule throughout 1998.
Player Development/Casino Hosts/Junkets
Resorts Casino Hotel employs junket representatives, player
development representatives, and Asian marketing representatives to
promote Resorts Casino Hotel to prospective gaming patrons. RIH
currently employs junket representatives in New Jersey, New York,
Maryland, and other states around the country. RIH also employs player
development representatives and Asian Marketing representatives who work
out of Resorts Casino Hotel. Resorts Casino Hotel has casino hosts who
assist patrons on the casino floor, make room and dinner reservations
and provide general assistance. They also encourage Star Card
membership (the player identification card) sign-ups in order to
increase Resorts Casino Hotel's marketing base.
Promotional Activities
The Star Card, a player identification card, constitutes a key
element in Resorts Casino Hotel's direct marketing program. Slot
machine players are encouraged to register for and utilize their
personalized Star Card to earn various complimentaries based upon their
level of play. The Star Card is inserted during play into a card reader
attached to the slot machine for use in computerized rating systems.
These computer systems record data about the cardholder, including
playing preferences, frequency and denomination of play and the amount
of gaming revenues produced.
Resorts Casino Hotel designs promotional offers, conveyed via
direct mail and telemarketing, to patrons expected to provide revenues
based upon their historical gaming patterns. Such information is
gathered on slot wagering by the Star Card and on table game wagering by
the casino hosts. Promotional activities include the mailing of
vouchers for complimentary slot play.
Resorts Casino Hotel conducts slot machine and table game
tournaments in which cash prizes are offered to a select group of
players invited to participate in the tournament based upon their
tendency to play. Such players tend to play at their own expense during
"off-hours" of the tournament. At times, tournament players are also
offered special dining and entertainment privileges that encourage them
to remain at Resorts Casino Hotel.
Capital Improvements
During 1997, RIH began enhancing the Resorts Casino Hotel through
the construction of additional parking and various improvements to the
public areas. Other capital expenditures included the purchase of 494
slot machines and computer equipment. In 1996 RIH's capital expenditures
at Resorts Casino Hotel included computer system upgrades, the purchase
of 147 slot machines (replacements for older models) and other capital
maintenance projects. In 1995 RIH expanded its casino by approximately
10,000 square feet and added approximately 315 slot machines. Also in
1995, a new restaurant, California Pizza Kitchen, was constructed and
opened, five suites were renovated and the exterior of the building was
painted. RIH has a continual capital maintenance program whereby it
renovates its guest rooms, replaces its slot machines with newer models,
renovates its public areas, including restaurants, as well as improves
its infrastructure such as elevators and air conditioning. RIH intends
to develop a significant addition to the existing property, which is
discussed below under "Expansion Plans."
Expansion Plans
Management intends to redevelop the Resorts Casino Hotel. It is
currently contemplated that this project will include the development of
new public spaces, the renovation of the existing guestrooms and the
construction of a new hotel tower. The development is in the planning
process and the costs, scope and schedule have not yet been finally
determined. Any such plans will be subject to regulatory and other
approvals. As of December 31, 1997, RIH had spent $1.4 million on the
expansion consisting primarily of consulting and architectural fees.
New Convention Center and Casino/Hotel Expansions
In May 1997, the State of New Jersey completed construction and
opened a new convention center. The new convention center has 500,000
square feet of continuous exhibit space, and an additional 109,000
square feet of meeting rooms, making it the largest center from Atlanta
to Boston.
The convention center is part of a broader plan that includes
expansion of the Atlantic City International Airport, a new 500-room
convention hotel, which opened in November 1997, and the transformation
of the main entryway into Atlantic City into a new corridor. Officials
have commented upon the need for improved commercial air service into
Atlantic City as a factor in the success of the convention center. See
further discussion under "Transportation Facilities" below. In 1997, a
new corridor which links the new convention center and hotel with the
Boardwalk was completed. In all, six blocks were transformed into an
expansive park with extensive landscaping, night-time lighting, and a
large fountain and pool with an 86-foot lighthouse.
It is believed that additional hotel rooms are necessary to support
the convention center as well as to allow Atlantic City to become a
competitive destination resort. In November 1997, the new 500 room
convention hotel opened. To further spur construction of new hotel rooms
and renovation of substandard hotel rooms into deluxe accommodations, a
total of $175 million has been set aside by the Casino Reinvestment
Development Authority (the "CRDA"), a public authority, to aid in
financing such projects. To date, the CRDA has authorized financing in
the amount of $105 million which has resulted in the construction of
approximately 2,680 new hotel rooms and has reserved funding in the
amount of $70 million to four casinos, including Resorts Casino Hotel,
for the construction up to 3,770 additional hotel rooms. RIH's share of
the funding has been reserved by the CRDA at $27.3 million to construct
up to 1,500 rooms. Applications are currently being evaluated by the
CRDA for use of the remaining moneys. Also, Mirage Resorts, Inc.
("Mirage"), a Las Vegas, Nevada casino/hotel company, has been selected
to be the developer of an approximately 180 acre tract in the Marina
area of Atlantic City (the "H-Tract"). Mirage originally proposed to
build a $750 million, 2,000-room casino/hotel, Boyd Gaming Corp.
("Boyd") proposed to build a $500 million, 1,000-room casino/hotel, and
Circus Circus Enterprises, Inc. ("Circus") proposed to build a $600
million, 2,000-room casino/hotel on that tract. Contractual and legal
issues have arisen that have delayed the development of these
properties. Mirage has announced that it is terminating its
relationship with Boyd and Circus and that it intends to develop a 4,000
room casino/hotel on the H-Tract by itself. Management of RIH
understands that the State of New Jersey and Mirage have reached an
agreement as to financing the costs of constructing a tunnel and
connector road link between the Atlantic City Expressway and the Marina
area, which infrastructure improvements were considered requisite to the
expansion plans announced for the Marina area. The tunnel construction
is scheduled to start in mid-1998 and be completed by 2000. Mirage has
indicated that its proposed resort will open shortly after the roadway
is complete. MGM Grand Inc. has also announced plans for the
construction of a new casino/hotel in the South Inlet section of
Atlantic City.
Although these developments are viewed as positive and favorable to
the future prospects of the Atlantic City gaming industry, management of
RIH, at this point, can make no representations as to whether, to what
extent or to how these developments may affect RIH's operations.
Transportation Facilities
The lack of an adequate transportation infrastructure in the
Atlantic City area continues to negatively affect the industry's ability
to attract patrons from outside a core geographic area. In 1989, Amtrak
express rail service to Atlantic City commenced from Philadelphia, New
York, Washington and other major cities in the northeast. This service
was expected to improve access to Atlantic City and expand the
geographic size of the Atlantic City casino industry's marketing base.
However, Amtrak discontinued its express rail service to Atlantic City
in 1995.
Also, in 1989 the terminal at the Atlantic City International
Airport (located approximately 12 miles from Atlantic City) was expanded
to handle additional air carriers and large passenger jets. A further
expansion, which doubled the size of the terminal and added departure
gates, an improved baggage handling system and sheltered walkways
connecting the terminal and planes was completed in 1996. However,
scheduled service to that airport from major cities by national air
carriers remains extremely limited.
Since the inception of gaming in Atlantic City there has been no
significant change in the industry's marketing base or in the principal
means of transportation to Atlantic City, which continues to be
automobile and bus. The resulting geographic limitations and traffic
congestion have restricted Atlantic City's growth as a major destination
resort.
RIH continues to utilize day-trip bus programs. A non-exclusive
easement enables the Resorts Casino Hotel to utilize a bus tunnel under
the adjacent Trump Taj Mahal Casino Resort (the "Taj Mahal"), which
connects Pennsylvania and Maryland Avenues, and a service road exit from
the bus tunnel. This reduces congestion around the Pennsylvania Avenue
bus entrance to the Resorts Casino Hotel. To accommodate its bus
patrons, Resorts Casino Hotel has a waiting facility which is located
indoors adjacent to the casino and offers various amenities.
In conjunction with a street beautification and housing project
that was given approval by the CRDA, that agency has engaged consultants
to explore the feasibility of the beautification and widening of North
Carolina Avenue which would allow for improved traffic flow in a more
appealing corridor from Absecon Boulevard (Route 30) to the main
entrance of Resorts Casino Hotel. Also, as noted in "New Convention
Center and Casino/Hotel Expansions" above, construction of a tunnel and
connector road link between the Atlantic City Expressway and the Marina
area is proposed to start in mid-1998.
Competition
Competition in the Atlantic City casino/hotel industry is intense.
Casino/hotels compete primarily on the basis of promotional allowances,
entertainment, advertising, services provided to patrons, caliber of
personnel, attractiveness of the hotel and casino areas and related
amenities and parking facilities. The Resorts Casino Hotel competes
directly with 11 casino/hotels in Atlantic City which, in the aggregate,
contain approximately 1,173,000 square feet of gaming area, including
simulcast betting and poker rooms, and 11,218 hotel rooms. 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, a competitor added approximately 75,000 square feet of casino
space which includes approximately 1,766 slot machines and 58 table
games. Also, a competitor added a new hotel tower with 620 rooms and
plans to open more casino space in 1998. Significant additional
expansion is expected in the near future due to the previously discussed
expansion projects to be financed by the CRDA, as well as the
construction of new casino/hotels announced for the Marina area and the
South Inlet section.
The Resorts Casino Hotel is located at the northern end of the
Boardwalk adjacent to the Taj Mahal, which is next to the Showboat
Casino Hotel (the "Showboat"). These three properties have a total of
approximately 2,700 hotel rooms and approximately 325,000 square feet of
gaming space in close proximity to each other. In 1997, the three
casino/hotels, combined, generated approximately 29% of the gross gaming
revenue of Atlantic City. A 28-foot wide enclosed pedestrian bridge
between the Resorts Casino Hotel and the Taj Mahal allows patrons of
both hotels and guests for events being held at the Resorts Casino Hotel
and at the Taj Mahal to move between the facilities without exposure to
the weather. A similar enclosed pedestrian bridge connects the Showboat
to the Taj Mahal, allowing patrons to walk under cover among all three
casino/hotels. The remaining nine Atlantic City casino/hotels are
located approximately one-half mile to one and one-half miles to the
south on the Boardwalk or in the Marina area of Atlantic City.
In recent years, competition for the gaming patron outside of
Atlantic City has become extremely intense. In 1988, only Nevada and
New Jersey had legalized casino operations. Currently, almost every
state in the United States has some form of legalized gaming. Also, The
Bahamas and other destination resorts in the Caribbean and Canada have
increased the competition for gaming revenue. Directly competing with
Atlantic City for the day-trip patron are two gaming properties on
Indian reservations in Connecticut. One is Foxwoods Resort and Casino
("Foxwoods") operated by the Pequot Tribe. Foxwoods currently has more
than 5,000 slot machines and for the year 1997 had slot revenue of
approximately $603 million, which is more than twice the slot revenue of
the largest casino/hotel in Atlantic City. The other, the Mohegan Sun
Casino which opened in October 1996 and is managed by TCA, has more than
3,000 slot machines and had slot revenue of approximately $333 million
in 1997. In 1993, the Oneida Indians opened a casino near Syracuse, New
York. Other Indian tribes in the states of New York, Rhode Island and
Connecticut are seeking federal recognition in order to establish gaming
operations which would further increase the competition for day-trip
patrons. In addition, in late 1995 and during 1996, three racetracks in
the State of Delaware began operating slot machines. A recent amendment
to Delaware state law will allow the three racetracks to expand to 2,000
slot machines each.
This rapid expansion of casino gaming, particularly that which has
been or may be introduced into jurisdictions in close proximity to
Atlantic City, adversely affects RIH's operations as well as the
Atlantic City gaming industry.
Gaming Credit Policy
Credit is extended to selected gaming customers primarily in order
to compete with other casino/hotels in Atlantic City which also extend
credit to customers. Credit play represented 18% of table game volume
at the Resorts Casino Hotel in 1997, 19% in 1996 and 19% in 1995. The
credit play percentage of table game volume for the Atlantic City
industry was 25% in 1997, 24% in 1996, and 22% in 1995. RIH's gaming
receivables, net of allowance for uncollectible amounts, were $3.4
million, $3.8 million and $3.8 million as of December 31, 1997, 1996 and
1995, respectively. The collectibility of gaming receivables has an
effect on results of operations, and management believes that overall
collections have been satisfactory. Atlantic City gaming debts are
enforceable under the laws of New Jersey and certain other states,
although it is not clear whether other states will honor this policy or
enforce judgments rendered by the courts of New Jersey with respect to
such debts.
Security Controls
Gaming at the Resorts Casino Hotel is conducted by personnel
trained and supervised by RIH. Prior to employment, all casino
personnel must be licensed under the Casino Control Act. Security
checks are made to determine, among other matters, that job applicants
for key positions have had no criminal ties or associations. RIH
employs extensive security and internal controls at its casino. Security
in the Resorts Casino Hotel utilizes closed circuit video cameras to
monitor the casino floor and money counting areas. The count of moneys
from gaming is observed daily by government representatives.
Seasonal Factors
RIH's business activities are strongly affected by seasonal factors
that influence the New Jersey beach tourist trade. Higher revenues and
earnings are typically realized during the middle third of the year.
Employees
RIH had a maximum of approximately 3,700 employees during 1997, and
RIH believes that its employee relations are satisfactory. Approximately
1,450 of RIH's employees are represented by unions. Of these employees,
approximately 1,110 are represented by the Hotel Employees and
Restaurant Employees International Union Local 54, whose contract
expires in September 1999. There are several union contracts covering
other union employees.
All of RIH's casino employees and certain of its hotel employees
must be licensed under the Casino Control Act. Casino employees are
those employees whose work requires access to the casino, the casino
simulcasting facility or restricted casino areas. Each casino and
certain hotel employee must meet applicable standards pertaining to such
matters as financial responsibility, good character, ability, casino
training and experience and New Jersey residency. Certain hotel
employees are no longer required to be registered with the Casino
Control Commission.
Regulation and Gaming Taxes and Fees
General
RIH's operations in Atlantic City are subject to regulation under
the Casino Control Act, which authorizes the establishment of casinos in
Atlantic City, provides for licensing, regulation and taxation of
casinos and created the Casino Control Commission and the Division of
Gaming Enforcement to administer the Casino Control Act. In general,
the provisions of the Casino Control Act concern: the ability, character
and financial stability and integrity of casino operators, their
officers, directors and employees and others financially interested in
a casino; the nature and suitability of hotel and casino facilities,
operating methods and conditions; and financial and accounting
practices. Gaming operations are subject to a number of restrictions
relating to the rules of games, type of games, credit play, size of
hotel and casino operations, hours of operation, persons who may be
employed, companies which may do business with casinos, the maintenance
of accounting and cash control procedures, security and other aspects of
the business.
There were significant regulatory changes in recent years. In
addition to the approval of new games, the Casino Control Act was
amended to allow casinos to expand their casino floors before building
the requisite number of hotel rooms, subject to approval of the Casino
Control Commission. This amendment was designed to encourage hotel room
construction by giving casino licensees an incentive and an added
ability to generate cash flow to finance hotel construction. Previous
law only allowed for casino expansion if a casino built new hotel rooms
first. In addition, the minimum casino square footage has been
increased from 50,000 square feet to 60,000 square feet for the first
500 qualifying rooms and allows for an additional 10,000 square feet for
each additional 100 qualifying rooms over 500, up to a maximum of
200,000 square feet. Future costs of regulation have been reduced as
new legislation (i) no longer requires hotel employees to be registered,
(ii) extends the term for casino and casino key employee license
renewals from two years to four years and (iii) allows greater
efficiency by either reducing or eliminating the time permitted the
Casino Control Commission to approve internal controls, patron
complimentary programs and the movement of gaming equipment.
Casino License
A casino license is initially issued for a term of one year and
must be renewed annually by action of the Casino Control Commission for
the first two renewal periods succeeding the initial issuance of a
casino license. The Casino Control Commission may renew a casino
license for a period of four years, although the Casino Control
Commission may reopen licensing hearings at any time. A license is not
transferable and may be conditioned, revoked or suspended at any time
upon proper action by the Casino Control Commission. The Casino Control
Act also requires an operations certificate which, in effect, has a term
coextensive with that of a casino license.
On February 26, 1979, the Casino Control Commission granted a
casino license to RIH for the operation of Resorts Casino Hotel. In
January 1996, RIH's license was renewed until January 31, 2000.
Restrictions on Ownership of Equity and Debt Securities
The Casino Control Act imposes certain restrictions upon the
ownership of securities issued by a corporation which holds a casino
license or is a holding, intermediary or subsidiary company of a
corporate licensee (collectively, "holding company"). Among other
restrictions, the sale, assignment, transfer, pledge or other
disposition of any security issued by a corporation which holds a casino
license is conditional and shall be ineffective if disapproved by the
Casino Control Commission. If the Casino Control Commission finds that
an individual owner or holder of any securities of a corporate licensee
or its holding company must be qualified and is not qualified under the
Casino Control Act, the Casino Control Commission has the right to
propose any necessary remedial action. In the case of corporate holding
companies and affiliates whose securities are publicly traded, the
Casino Control Commission may require divestiture of the security held
by any disqualified holder who is required to be qualified under the
Casino Control Act.
In the event that entities or persons required to be qualified
refuse or fail to qualify and fail to divest themselves of such security
interest, the Casino Control Commission has the right to take any
necessary action, including the revocation or suspension of the casino
license. If any security holder of the licensee or its holding company
or affiliate who is required to be qualified is found disqualified, it
will be unlawful for the security holder to (i) receive any dividends or
interest upon any such securities, (ii) exercise, directly or through
any trustee or nominee, any right conferred by such securities or (iii)
receive any remuneration in any form from the corporate licensee for
services rendered or otherwise. The Amended and Restated Certificate of
Incorporation of SINA provides that all securities of SINA are held
subject to the condition that if the holder thereof is found to be
disqualified by the Casino Control Commission pursuant to provisions of
the Casino Control Act, then that holder must dispose of his or her
interest in the securities. The Mortgage Notes, Junior Mortgage Notes
and Senior Notes are all subject to the qualification, divestiture and
redemption provisions under the Casino Control Act described herein.
Remedies
In the event that it is determined that a licensee has violated the
Casino Control Act, or if a security holder of the licensee required to
be qualified is found disqualified but does not dispose of his
securities in the licensee or holding company, under certain
circumstances the licensee could be subject to fines or have its license
suspended or revoked.
The Casino Control Act provides for the mandatory appointment of a
conservator to operate the casino and hotel facility if a license is
revoked or not renewed and permits the appointment of a conservator if
a license is suspended for a period in excess of 120 days. If a
conservator is appointed, the suspended or former licensee is entitled
to a "fair rate of return out of net earnings, if any, during the period
of the conservatorship, taking into consideration that which amounts to
a fair rate of return in the casino or hotel industry."
Under certain circumstances, upon the revocation of a license or
failure to renew, the conservator, after approval by the Casino Control
Commission and consultation with the former licensee, may sell, assign,
convey or otherwise dispose of all of the property of the casino/hotel.
In such cases, the former licensee is entitled to a summary review of
such proposed sale by the Casino Control Commission and creditors of the
former licensee and other parties in interest are entitled to prior
written notice of sale.
License Fees, Taxes and Investment Obligations
The Casino Control Act provides for casino license renewal fees,
other fees based upon the cost of maintaining control and regulatory
activities and various license fees for the various classes of
employees. In addition, a casino licensee is subject annually to a tax
of 8% of "gross revenue" (defined under the Casino Control Act as casino
win, less provision for uncollectible accounts up to 4% of casino win)
and license fees of $500 on each slot machine. Also, the Casino Control
Act has been amended to create an Atlantic City fund (the "AC Fund") for
economic development projects other than the construction and renovation
of casino/hotels. Beginning in fiscal year 1995/1996 and for the
following three fiscal years, if the amount of money expended by the
Casino Control Commission and the Division of Gaming Enforcement is less
than $57.3 million, the prior year's budget for these agencies, the
amount of the difference is to be contributed to the AC Fund.
Thereafter, beginning with fiscal year 1999/2000 and for the following
three fiscal years, an amount equal to the average paid into the AC Fund
for the previous four fiscal years shall be contributed to the AC Fund.
Each licensee's share of the amount to be contributed to the AC Fund is
based upon its percentage of the total industry gross revenue for the
relevant fiscal year. After eight years, the casino licensee's
requirement to contribute to this fund ceases.
The following table summarizes, for the periods shown, the fees,
taxes and contributions assessed upon RIH by the Casino Control
Commission.
For the Year Ended December 31,
1997 1996 1995
Gaming tax $19,581,000 $20,661,000 $21,402,000
License, investigation,
inspection and other fees 3,453,000 3,672,000 3,917,000
Contribution to AC Fund 392,000 570,000 224,000
$23,426,000 $24,903,000 $25,543,000
The Casino Control Act, as originally adopted, required a licensee
to make investments equal to 2% of the licensee's gross revenue (the
"investment obligation") for each calendar year, commencing in 1979, in
which such gross revenue exceeded its "cumulative investments" (as
defined in the Casino Control Act). A licensee had five years from the
end of each calendar year to satisfy this investment obligation or
become liable for an "alternative tax" in the same amount. In 1984 the
New Jersey legislature amended the Casino Control Act so that these
provisions now apply only to investment obligations for the years 1979
through 1983. Certain issues were raised concerning the satisfaction of
RIH's investment obligations for the years 1979 through 1983. On
September 30, 1997 RIH, the CRDA and the State of New Jersey Department
of the Treasury reached a settlement on this issue. The settlement
called for RIH to donate land with an appraised value of $4.8 million to
the CRDA, contribute $5.6 million of funds on deposit with the CRDA,
which were allocated to purchase Atlantic City Housing Bonds, and
establish a $3.0 million mortgage guarantee program for purchases of
residential, owner-occupied property in the City of Atlantic City. RIH
has satisfied the requirements of the settlement agreement.
Effective for 1984 and subsequent years, the amended Casino Control
Act requires a licensee to satisfy its investment obligation by
purchasing bonds to be issued by the CRDA or by making other investments
authorized by the CRDA, in an amount equal to 1.25% of a licensee's
gross revenue. If the investment obligation is not satisfied, then the
licensee will be subject to an investment alternative tax of 2.5% of
gross revenue. Licensees are required to make quarterly deposits with
the CRDA against their current year investment obligations. RIH's
investment obligations for the years 1997, 1996, and 1995 amounted to
$3.1 million, $3.2 million, and $3.3 million, respectively, and, with
the exception of minor credits received in 1995 and 1996 for making
donations, have been satisfied by deposits made with the CRDA. At
December 31, 1997, RIH held $10.5 million face amount of bonds issued by
the CRDA and had $13.6 million on deposit with the CRDA. The CRDA bonds
issued through 1997 have interest rates ranging from 3.9% to 7% and have
repayment terms of between 20 and 50 years.
Showboat Lease
The Showboat is situated on approximately 10 acres of land which,
prior to January 1998, were owned by the Company and leased to ACS
pursuant to the Showboat Lease. The Showboat Lease provided for an
initial annual rental, which commenced in March 1987, of $6.3 million,
subject to annual adjustment based upon changes in the consumer price
index. The rental income was $9.1 million for the year 1997.
Prior to January 1998, the Company's First Mortgage Non-Recourse
Pass-Through Notes due June 30, 2000 (the "Showboat Notes") were secured
and serviced by the Showboat Lease, and all lease payments were made to
the indenture trustee for the Showboat Notes to meet the Company's
interest obligations under those notes. See Note 6 of Notes to
Consolidated Financial Statements.
In January 1998, the Company sold the land under the Showboat to
ACS. The proceeds from that sale were used to repay the Showboat Notes
with the remaining funds used for general corporate purposes.
Other Properties
The Company owns approximately 14 acres at various sites in
Atlantic City that the Company intends to develop or are available for
sale. See "ITEM 2. PROPERTIES."
CONNECTICUT
Sun Cove has a 50% interest in, and is a managing partner of, TCA,
a Connecticut general partnership, that developed and manages the
Mohegan Sun Casino, a casino and entertainment complex in Uncasville,
Connecticut. TCA manages the Mohegan Sun Casino pursuant to the
Management Agreement. The Management Agreement provides that TCA is
entitled to receive between 30% and 40% of the net profits, as defined,
of the Mohegan Sun Casino. TCA is obligated to pay certain amounts to
its partners, SIHL and certain of its affiliates, as priority payments
from its management fee income for services provided by those entities.
In addition, TCA is obligated to pay certain amounts to its partners, as
priority payments from its management fee income, for certain previous
capital contributions. These amounts are paid as TCA receives
sufficient management fees to meet the priority distributions.
In February 1998, the Tribe announced that it had appointed TCA to
develop its proposed $450 million expansion of the Mohegan Sun Casino.
In addition, TCA and the Tribe agreed that effective January 1, 2000,
TCA will turn over management of the Mohegan Sun Resort complex, (which
comprises the existing operations and the proposed expansion), to the
Tribe. In exchange for relinquishing its rights under its existing
agreements, beginning January 1, 2000, TCA will receive annual buyout
payments of five percent of the gross revenues of the Mohegan Sun Resort
complex for a 15-year period. Until January 1, 2000, there will be no
change in TCA's existing agreements with the Tribe. The new agreements
with the Tribe are subject to review and approval from various
regulatory agencies.
The Mohegan Sun Casino has a Native American theme that is conveyed
through architectural features and the use of natural design elements
such as timber, stone and water. Guests enter the Mohegan Sun Casino
through one of four major entrances, each of which is distinguished by
a separate seasonal theme; winter, spring, summer and fall, emphasizing
the importance of the seasonal changes to tribal life. The Mohegan Sun
Casino includes approximately 150,000 square feet of gaming space and
features approximately 3,000 slot machines, 190 table games and parking
for 7,200 cars. The site for the Mohegan Sun Casino is located
approximately one mile from the interchange of Interstate 395 and
Connecticut Route 2A, which is a four-lane expressway. A four-lane
access road from Route 2A (with its own exit) gives patrons of the
Mohegan Sun Casino direct access to Interstate 395, which is connected
to Interstate 95, the main highway linking Boston, Providence and New
York. This road system allows customers to drive directly into the
property from the interstate highway system without encountering any
traffic light.
Sun Cove is one of two managing partners of TCA. All decisions of
the managing partners require the concurrence of Sun Cove and the other
managing partner, Waterford Gaming, L.L.C. In the event of deadlock
there are mutual buy-out provisions.
FLORIDA
Sun Resorts, together with its subsidiaries based in Florida,
provides general and administrative support services, marketing
services, travel reservations and wholesale tour services for SIHL's
properties in The Bahamas.
(d) Financial Information about Foreign and Domestic Operations
and Export Sales
Not applicable
ITEM 2. PROPERTIES
Casino, Hotel and Related Properties
The Company's core real estate assets consist of approximately 26
acres of developed land and land available for development in Atlantic
City.
Land used in the operation of the casino/hotel consists of
approximately 12 acres and is owned in fee simple, except for
approximately 1.2 acres of the Resorts Casino Hotel site which are
leased pursuant to ground leases expiring from 2056 through 2067. The
12 acres includes approximately seven acres under the Resorts Casino
Hotel building complex, approximately 3.5 acres of parking lots
available for future expansion and the approximate one acre in front of
the casino/hotel which is utilized for patron valet and related
services.
The Company also owns in fee simple approximately 13 acres of real
property immediately adjacent to its existing casino hotel in Atlantic
City, and has exercised an option to purchase an additional 1.1-acre
site in April 1998. These properties are zoned for casino hotel use and
available for future expansion. Some of the properties are currently
utilized as surface parking lots and others are vacant lots. Among
these properties is an approximate 5.5 acre Atlantic Ocean pier site,
two acres of which contained the former Steeplechase Pier. The pier has
been removed and the Company has current Federal and State permits to
construct a new pier on two acres of the 5.5-acre site, although no
decision has been made at this time to develop this location. Atlantic
City has recently amended its zoning ordinances to permit casinos, hotel
rooms and ancillary amusements on five of the City's pier sites,
including the Steeplechase Pier site. State environmental regulations
are currently under review as a result of the City's recent zoning
changes.
Other Properties
The Company also owns in fee simple real estate at several
different locations in Atlantic City consisting of approximately 16
acres. Among these are (a) an approximate six acres of land adjacent to
Delaware Avenue in Atlantic City, a portion of which is utilized by the
Company for a warehouse operation servicing Resorts Casino Hotel, (b)
the Transexpo Site near the new convention center and other nearby
vacant land totaling approximately four acres which are slated for
acquisition by the State of New Jersey for a road improvement project,
and (c) approximately four acres of real estate in the Southeast Inlet
section of Atlantic City.
The Company also owns in fee simple an approximate 552 acre parcel
located in Atlantic City on Blackhorse Pike, of which approximately 545
acres are considered to be woodlands and wetland.
In 1997, the Company completed the sale of certain parcels of land
located in the Southeast Inlet section of Atlantic City to an affiliate
of MGM Grand.
In December 1997, the Company also donated approximately five acres
of non-operating real estate in Atlantic City to the State of New Jersey
in satisfaction of a settlement agreement entered into with the CRDA.
As described above, in January 1998, the Company sold approximately
10 acres of property underlying the Showboat to ACS.
ITEM 3. LEGAL PROCEEDINGS
U.S. Bankruptcy Court Action - Nathan Rogers v. Merv Griffin, et al.
On September 25, 1995, Nathan Rogers, then a shareholder of SINA,
filed a Complaint in Adversary Proceeding in the Bankruptcy Court for
the District of New Jersey (the "NJ Bankruptcy Court"), which Court
approved the Company's 1990 plan of reorganization. The complaint
alleges that the Company did not comply with its 1990 plan of
reorganization in relation to the repayment by Merv Griffin of his $11
million promissory note. The complaint further alleges that the Company
violated the court order approving the 1990 plan of reorganization by
filing a pre-packaged plan of reorganization in another district. The
complaint seeks to have a trustee appointed for the Company and to have
the issuance of SINA Common Stock to Merv Griffin pursuant to the 1990
plan of reorganization voided. The Company's Motion For Summary
Judgement dismissing the complaint in its entirety was granted by the NJ
Bankruptcy Court on September 16, 1997. Rogers Request for
Reconsideration to the NJ Bankruptcy Court has been denied. Rogers has
filed a Notice of Appeal with the US District Court of New Jersey
appealing the NJ Bankruptcy Court decision, which matter is pending.
U.S. District Court Action - SINA v. Lowenschuss
As previously reported, in September 1989 SINA filed an action in
the US District Court for the Eastern District of Pennsylvania to
recover certain sums paid to the defendant, as trustee for two
Individual Retirement Accounts and the Fred Lowenschuss Associates
Pension Plan (the "Pension Plan"), for SINA stock in a 1988 merger, in
which SINA was acquired by Merv Griffin. This action was transferred to
the NJ Bankruptcy Court in connection with the Company's former
bankruptcy case commenced there in 1989.
In February 1992, the NJ Bankruptcy Court issued an opinion
granting partial summary judgment in favor of SINA on one of its six
causes of action. The NJ Bankruptcy Court reserved the issue of
remedies for trial.
In August 1992, Fred Lowenschuss filed for chapter 11
reorganization in the U.S. Bankruptcy Court for the District of Nevada
(the "Nevada Bankruptcy Court"). As a result, the NJ Bankruptcy Court
stayed SINA's action against Lowenschuss.
The Nevada Bankruptcy Court confirmed Fred Lowenschuss' plan of
reorganization in October 1993. SINA appealed certain portions of the
confirmation order and other orders of the Nevada Bankruptcy Court. In
June 1994, the US District Court for the District of Nevada (the "Nevada
District Court") granted SINA's appeal in all respects. In October
1995, the US Court of Appeals for the Ninth Circuit affirmed the Nevada
District Court's ruling in all respects, and in November 1995, the Court
of Appeals denied Fred Lowenschuss' petition for rehearing. On June 10,
1996, the United States Supreme Court denied Fred Lowenschuss' petition
for a writ of certiorari.
All interested parties, including SINA, have filed motions with the
Nevada Bankruptcy Court regarding their respective claims and priority
rights under the US Bankruptcy Code. The motions were orally argued on
March 16, 1998 and the parties are awaiting the Nevada Bankruptcy Courts
decision.
On November 2 and 3, 1995, the N.J. Bankruptcy Court held a trial
on the merits of SINA's claims against the trustee of the Pension Plan.
On April 22, 1997, the NJ Bankruptcy Court issued a final opinion in
SINA's favor, and on May 20, 1997 entered a judgment in SINA's favor
finding that the trustee for the two Individual Retirement Accounts and
the Pension Plan committed fraud against SINA and that SINA was entitled
to restitution. The NJ Bankruptcy Court awarded SINA $3.8 million plus
prejudgment interest and $250,000 punitive damages, for a total award of
approximately $5.7 million. On July 7, 1997 the NJ Bankruptcy Court
amended the judgment to apportion the damages between the Pension Plan
and the Individual Retirement Accounts. The NJ Bankruptcy Court also
denied Defendant's request for a stay of enforcement of the judgement.
The Defendants have filed an appeal of the NJ Bankruptcy Court's
decision in the US District Court for the District of New Jersey, which
appeal has been fully briefed, orally argued and is pending decision.
On March 8, 1996, Fred Lowenschuss, as trustee of various
Lowenschuss children's trusts (the "Trusts"), and Laurance Lowenschuss,
as trustee for the Pension Plan, filed a counterclaim and a third party
claim against SINA and First Interstate Trust Company, in the NJ
Bankruptcy Court alleging that the Pension Plan and the Trusts timely
surrendered certain securities for exchange under the Company's 1990
plan of reorganization and that those securities were wrongfully
dishonored and returned. The Company replied to the counterclaims in
April 1996 and denied the allegations.
In connection with that litigation, Laurance Lowenschuss, as
trustee for the Pension Plan, and Fred Lowenschuss, as trustee of the
Trusts and as custodian, filed an action in May 1996 against SINA for
preliminary and permanent injunctive relief. The Lowenschusses sought
an order from the US Bankruptcy Court for the District of Delaware (the
"Delaware Bankruptcy Court") to extend the post-confirmation bar date of
the Plan and to secure the return of certain escrowed distributions to
holders of Old Series Notes (as defined in the Plan).
On May 9, 1996, the Delaware Bankruptcy Court entered an order, to
which the parties had stipulated, extending the Lowenschuss' date of
surrender for Old Series Notes through November 10, 1996. By further
stipulations, the date of surrender has been further extended through
May 12, 1998 during which time any funds held in escrow under the Plan
will not be distributed.
The foregoing litigation and bankruptcy proceedings have spawned
additional and related litigation, including the following: (a) an
injunction action brought by Fred Lowenschuss, wherein the Nevada
Bankruptcy Court enjoined SINA from proceeding against Fred Lowenschuss
individually; the Nevada District Court dismissed appeals by both SINA
and Fred Lowenschuss, and the Ninth Circuit, on March 6, 1997, affirmed
the District Court's dismissal of Fred Lowenschuss' appeal; (b) a
malicious prosecution action brought by Fred Lowenschuss against SINA
and its counsel that was dismissed by the Nevada Bankruptcy Court and
the Nevada District Court; on March 6, 1997, the Ninth Circuit affirmed
the District Court's dismissal of Lowenschuss' appeal and awarded SINA
monetary sanctions, finding that the Lowenschuss' appeal was frivolous;
and (c) an action filed by Laurance Lowenschuss, as trustee of the
Pension Plan, in the Nevada District Court against SINA, which was
transferred to the U.S. District Court of the District of New Jersey
(the "NJ District Court"); in January, 1996, the NJ District Court
referred the matter to the NJ Bankruptcy Court which has stayed the
action pending that Court's issuance of its decision on the merits of
the November 2 and 3, 1995 trial.
David Goldkrantz vs. Merv Griffin, Sun International Hotels Limited,
et.al;
A complaint was filed in December 1997, on behalf of David
Goldkrantz and a purported class of Company shareholders against SIHL,
the Company and various affiliates, certain directors and officers of
SIHL and the Company. The complaint alleges that the Proxy Statement
and Prospectus issued by SIHL and the Company in November 1996, in
connection with the Merger, contained material misrepresentations or
omissions concerning a license and services agreement entered into
between the Company and The Griffin Group. The Company believes that
the case is without merit and intends to vigorously defend its actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The disclosure required by Item 4 has been omitted pursuant to
General Instruction I of Form 10-K.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Since the Effective Date of the Merger, there has been no trading
market for SINA Common Stock, all of which is owned by SIHL, or SINA's
Class B Stock, all of which was canceled pursuant to the Merger.
No dividends were paid on SINA Common Stock during the last two
fiscal years. The indentures pursuant to which the Senior Notes were
issued contain certain restrictions as to the payment of dividends by
SINA.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
The information presented below should be read in conjunction with the
consolidated financial statements,
including notes thereto, presented under "ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA."
(In Thousands of Dollars)
<CAPTION>
For the Year Ended December 31,
Operating Information (Note A) 1997 1996 1995 1994 1993
(Successor)
Predecessor
<S> <C> <C> <C> <C> <C>
Operating revenues (Note B) $297,633 $295,940 $304,047 $353,016 $ 439,564
Earnings (loss) from operations
(Note B) $ 29,149 $ 25,903 $ 41,678 $(48,570) $ 12,898
Recapitalization costs (Note C) (5,232) (8,789)
Proceeds from Litigation Trust (Note D) 2,542
Other deductions, net (Note E) (23,873) (25,640) (25,779) (47,631) (105,273)
Earnings (loss) before provision for
income
taxes and extraordinary items 5,276 263 15,899 (98,891) (101,164)
Provision for income taxes (Note F) (4,340) (1,000)
Earnings (loss) before extraordinary
items 936 263 15,899 (98,891) (102,164)
Extraordinary items (Note G) (2,957) 190,008
Net earnings (loss) $ (2,021) $ 263 $ 15,899 $ 91,117 $(102,164)
At December 31,
Balance Sheet Information (Note A) 1997 1996 1995 1994 1993
Total assets $595,204 $552,848 $338,451 $317,248 $ 575,785
Current maturities of long-term debt
(Note H) $ 282 $ 636 $ 589 $ 5 $ 466,336
Long-term debt, excluding current
maturities (Note H) $311,258 $261,543 $217,356 $212,466 $ 85,029
Shareholders' equity (deficit) $190,987 $193,000 $ 25,947 $ 10,031 $(113,744)
</TABLE>
Notes to Selected Financial Data
Note A: See Note 1 of Notes to Consolidated Financial Statements for a
discussion of the Merger in 1996 and the related change in basis of
accounting.
See Note 1 of Notes to Consolidated Financial Statements for discussion
of SIHL's contribution of the stock of Sun Resorts and Sun Cove to SINA
in 1997.
On May 3, 1994, the Company's bankruptcy plan of reorganization
(the "Restructuring") became effective. The Restructuring included,
among other things, (a) the sale of the Company's operations on Paradise
Island to SIHL, which was an unaffiliated company prior to the sale,
(the "SIHL Sale") and (b) the exchange of $481.9 million principal
amount of Senior Secured Redeemable Notes (the "Series Notes")for $160.0
million principal amount of new debt, 40% of SINA common stock, the
proceeds from the SIHL Sale and approximately $36.7 million cash.
Note B: In 1997, operating revenues included net proceeds of $7.4
million from the sale of property in Atlantic City. Earnings from
operations for 1997 included a gain of $310,000 on this transaction.
In 1996, operating revenues included net proceeds of $1.3
million from the sale of approximately two acres of undeveloped property
in Atlantic City and $65,000 of additional proceeds from a prior year's
sale of various parcels in Atlantic City. Earnings from operations for
1996 included a net gain of $935,000 on these transactions.
The loss from operations in 1994 included a $72.5 million loss
on the SIHL Sale and a charge of $20.5 million for the write-down of
certain non-operating properties to net realizable value. Operating
revenues for 1994 included the sales of various parcels of land in
Atlantic City for net proceeds of $534,000. Earnings from operations
included a net loss of $99,000 on those sales.
Operating revenues for 1993 included the sale of a residential
lot in The Bahamas for net proceeds of $445,000. Earnings from
operations for 1993 include a net gain of $224,000 on that sale.
Note C: Recapitalization costs incurred in 1994 and 1993 relate to the
Restructuring described above. Also, recapitalization costs in 1994
included credits of $3.3 million that resulted from the reversal of
reserves provided in connection with a previous plan of reorganization.
Note D: Proceeds from Litigation Trust represents cash distributed to
the Company from a litigation trust (the "Litigation Trust") established
under a previous plan of reorganization to pursue certain claims against
a former affiliate.
Note E: This item includes interest income, interest expense and
amortization of debt discounts, premiums and issuance costs.
Note F: See Note 13 of Notes to Consolidated Financial Statements for
further discussion of income taxes for 1997, 1996 and 1995. In 1994,
taxable income was largely generated by the SIHL Sale. In August 1993
tax law changes were enacted which resulted in an increase in the
Company's federal income tax rate. This increase resulted in a
$1,000,000 increase in the Company's deferred income tax liability and
a deferred income tax provision of the same amount.
Note G: As part of the Restructuring, the Company exchanged the Series
Notes for certain consideration. The difference between the carrying
value of the Series Notes and the sum of the fair values of the items
exchanged therefor resulted in a gain of $186 million which is reported
as an extraordinary item.
In November 1994 RIH purchased 12,899 Units, then comprising
$12.9 million principal amount of Junior Mortgage Notes and 12,899
shares of Class B Stock of SINA, at a price of $6.7 million. The
resulting gain of $4.0 million was recorded as an extraordinary item.
Note H: These items are presented net of unamortized premiums
(discounts).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Liquidity
At December 31, 1997 the Company's working capital amounted to
$16.2 million including unrestricted cash and equivalents of $46.9
million. A portion of the unrestricted cash and equivalents is required
for day-to-day operations of the Resorts Casino Hotel, including
approximately $10 million 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
During 1997, 1996 and 1995 operations were the most significant
source of funds to the Company.
In March 1997, pursuant to the Offer, the Company purchased certain
of its Mortgage Notes and Junior Mortgage Notes for a total of $153.7
million, excluding accrued interest. In connection with the Offer, SIHL
and SINA issued $200 million principal amount of Senior Notes which,
after costs, resulted in net proceeds to the Company of approximately
$194 million. The majority of these proceeds were used to fund the
Offer. See Note 6 of Notes to Consolidated Financial Statements for
further discussion of these transactions.
Capital expenditures in 1995 for Resorts Casino Hotel totaled $13.0
million. These included approximately $4.0 million for the conversion
of certain existing facilities into an additional 10,000 square feet of
casino gaming area as the Company modified a portion of its bus waiting
area to house approximately 155 slot machines and converted a lounge to
accommodate approximately 160 more slot machines. The Company also
converted the space formerly occupied by the Celebrity Deli into a
California Pizza Kitchen and the Oceanside cocktail lounge at a cost of
approximately $2.9 million. Expenditures for improvements at Resorts
Casino Hotel during 1996 totaled $8.3 million. These included computer
system upgrades, the purchase of 147 slot machines (replacements for
older models), carpeting and other maintenance projects. In 1997, the
Company began enhancing the Resorts Casino Hotel through the
construction of additional parking and various improvements to the
public areas at a cost of $3.3 million. Other capital expenditures
included $4.2 million for the purchase of 494 slot machines and computer
equipment. In addition, approximately $21 million was expended for the
purchase of land in Atlantic City. In addition, in 1997 the Company sold
certain parcels of land in Atlantic City for proceeds of $7.4 million.
The Company intends to redevelop the Resorts Casino Hotel. It is
currently contemplated that this project will include the development of
new public spaces, the renovation of the existing guestrooms and the
construction of a new hotel tower. The development is in the planning
process and the costs, scope and schedule have not yet been finally
determined. Any such plans will be subject to regulatory and other
approvals. As of December 31, 1997, RIH had spent $1.4 million on the
expansion consisting primarily of consulting and architectural fees.
Another significant use of funds were costs of $8.1 million and
$6.4 million in 1997 and 1996, respectively, related to the Merger.
RESULTS OF OPERATIONS
Comparison of Years Ended December 31, 1997 and 1996
Resorts Casino Hotel
Gaming revenues were $244.2 million for the year ended December 31,
1997, a decrease of $14.5 million or 5.6% from gaming revenues of $258.7
million for the comparable period in 1996. This decrease in gaming
revenues consisted of a reduction in both table games and slot revenues.
Slot revenues were $170.0 million for the year ended December 31,
1997, a decrease of $10.4 million or 5.8% from $180.4 million for the
comparable period in 1996. This decrease was due to a decrease in slot
handle (dollar amounts wagered) of $102.6 million or 5.0% to $1.9
billion for the year ended December 31, 1997. This was in part assisted
by a decrease in cash promotional expenses (amount of coin coupons and
cash back to patrons) of approximately $4.5 million or 12.1% associated
with the shifting of marketing programs that contribute marginal returns
and are reflected as revenue. Management is continuing the process of
upgrading its slot product and in September 1997 completed an upgrade
consisting of 35% of its $0.25 denomination slot product to include more
popular machines and in December 1997 finalized an agreement to include
new high tech slot products as part of the slot mix that could be
replaced at no cost with new product if customer demand should change at
any time.
Table games revenues were $69.0 million for the year ended December
31, 1997, a decrease of $2.6 million or 3.6% from $71.6 million for the
comparable period in 1996. This decrease was due to a combination of a
reduction in table games drop (the dollar amount of chips purchased) of
$12.3 million or 2.6% to $458.6 million for the year ended December 31,
1997 from $470.9 million for the comparable period in 1996, and a
reduction in hold percentage (ratio of casino win to total amount of
chips purchased) of 0.2 percentage points to 15.0% for the year ended
December 31, 1997 from 15.2% for the comparable period in 1996.
Additionally, management has eliminated table game market segments that
it determined had not provided incremental profit.
Poker, Simulcast and Keno revenues were $5.2 million for the year
ended December 31, 1997, a decrease of $1.5 million or 23.9% from $6.7
million for the comparable period in 1996. Management significantly
reduced the hours of operations for these gaming activities because of
unfavorable returns, and in March 1998 elected to eliminate both poker
and keno as a result of less than desired operating results.
Other non-gaming resort revenues were $54.9 million for the year
ended December 31, 1997, an increase of $1.5 million or 2.8% from other
revenues of $53.4 million for the comparable period of 1996. Other non-
gaming resort revenues include revenues from rooms, food and beverage,
and miscellaneous items. The increase is primarily attributable to
management's decision to introduce more entertainers on a more frequent
basis while eliminating its revue act, which contributed to a $1.7
million or 32.7% increase in total entertainment headliner revenues to
$6.9 million for the year ended December 31, 1997 from $5.2 million for
the comparable period in 1996. This is partially offset by a $782,000
decrease in food and beverage revenues due to a $0.54 or 4.5% decrease
in the average check from 1996.
Gaming costs and expenses were $154.6 million for the year ended
December 31, 1997, a decrease of $10.4 million or 6.3% from expenses of
$165.0 million for the comparable period in 1996. This represents costs
and expenses associated with table games, slot operations, win
contribution expense, and promotional items and services provided to
patrons. The decrease is primarily due to management's implementation
of various cost containment efforts and the discontinuance of marketing
efforts toward certain unprofitable segments.
Selling, general and administrative costs were $33.3 million for
the year ended December 31, 1997, a decrease of $3.9 million or 10.5%
from expenses of $37.2 million for the comparable period in 1996. The
decrease is primarily due to management's implementation of various
efficiency programs and the consolidation of its management
organizational structure.
Tour Operations
These revenues and expenses in 1997 are from operations of Sun
Resorts and its subsidiaries, which entities were contributed to SINA by
SIHL effective January 1, 1997. Sun Resorts, through a subsidiary, is
a tour operator and wholesaler of tour packages and provides
reservations services, primarily to SIHL's properties in The Bahamas.
See Note 1 of Notes to Consolidated Financial Statements.
Real Estate Related
Real estate related revenues in 1997 and 1996 largely represent
rent from ACS pursuant to the Showboat Lease. Prior to January 1998
such rent receipts were restricted for the payment of interest on the
Showboat Notes. See Note 6 of Notes to Consolidated Financial
Statements. Real estate related revenues also included $1.4 million
from the sale of certain properties in Atlantic City in 1996. Real
estate related revenues with respect to the Showboat Lease will not
continue as the land previously leased was sold to ACS in January 1998.
Other Income
These revenues in 1997 are from operations of Sun Cove which was
contributed to SINA by SIHL effective July 1, 1997 and represent
priority payments from TCA to repay certain previous capital
contributions. See Note 1 of Notes to Consolidated Financial
Statements.
Other Income (Deductions)
Interest expense increased in 1997 as compared to the prior year as
the reduction which resulted from the Offer was more than offset by
interest expense on the Senior Notes.
Income Taxes
See Note 13 of Notes to Consolidated Financial Statements for a
discussion of the Company's income taxes for the years 1997 and 1996.
Comparison of Years Ended December 31, 1996 and 1995
Resorts Casino Hotel
Gaming revenues were $258.7 million for the year ended December 31,
1996, a decrease of $9.5 million or 3.5% from gaming revenues of $268.2
million for the comparable period in 1995. This decrease in gaming
revenues consisted of a reduction in both table games and slot revenues.
Slot revenues were $180.4 million for the year ended December 31,
1996, a decrease of $7.0 million or 3.7% from $187.4 million for the
comparable period in 1995. This decrease was due to a decrease in slot
handle (dollar amounts wagered) of $12.9 million or 0.6% to $2.0 billion
for the year ended December 31, 1996 from $2.0 billion for the
comparable period in 1995.
Table games revenues were $71.6 million for the year ended December
31, 1996, a decrease of $2.1 million or 2.8% from $73.7 million for the
comparable period in 1995. This decrease was primarily due to a
decrease in table games drop (the dollar amount of chips purchased) of
$28.4 million or 5.7% to $470.9 million for the year ended December 31,
1996 from $499.3 million for the comparable period in 1995, partially
offset by a hold percentage (ratio of casino win to total amount of
chips purchased) increase of 0.4 percentage points to 15.2% for the year
ended December 31, 1996 from 14.8% for the comparable period in 1995.
Poker, Simulcast and Keno revenues were $6.7 million for the year
ended December 31, 1996, a decrease of $400,000 or 5.6% from $7.1
million for the comparable period in 1995.
Other non-gaming resort revenues were $53.4 million for the year
ended December 31, 1996, a decrease of $86,000 or 0.2% from other
revenues of $53.5 million for the comparable period of 1995. Other non-
gaming resort revenues include revenues from rooms, food and beverage,
and miscellaneous items.
Gaming costs and expenses were $165.0 million for the year ended
December 31, 1996, a decrease of $8.7 million or 5.6% from expenses of
$156.3 million for the comparable period in 1995. This represents costs
and expenses associated with table games, slot operations, win
contribution expense, and promotional items and services provided to
patrons.
Selling, general and administrative costs were $37.2 million for
the year ended December 31, 1996, a decrease of $900,000 or 2.4% from
expenses of $38.1 million for the comparable period in 1995.
Real Estate Related
Real estate related revenues in 1996 and 1995 largely represent
rent from ACS pursuant to the Showboat Lease. Real estate related
revenues for 1996 included $1.4 million from the sale of certain
properties in Atlantic City.
Income Taxes
See Note 13 of Notes to Consolidated Financial Statements for a
discussion of the Company's income taxes for the years 1996 and 1995.
Other Matters
Forward Looking Statements
The statements contained herein include forward looking statements
based on management's current expectations of SINA's future performance.
Predictions relating to future performance are inherently uncertain and
subject to a number of risks. Consequently, SINA's actual results could
differ materially from the expectations expressed in this report.
Factors that could cause SINA's actual results to differ materially from
the expected results include, among other things: the intensely
competitive nature of the casino gaming industry; increases in the
number of competitors in the market in which SINA operates; the
seasonality of the industry in the market in which SINA operates; the
susceptibility of SINA's operating results to adverse weather conditions
and natural disasters; the risk that certain governmental approvals may
not be obtained; changes in governmental regulations governing SINA's
activities and other risks detailed in SINA's filings with the
Securities and Exchange Commission.
Year 2000
The Company is currently working to resolve the potential impact of
the year 2000 on its information processing systems. The year 2000
issue relates to the ability of the systems to properly distinguish
between the years 1900 and 2000. Based on preliminary information, the
cost of addressing potential problems is not anticipated to have a
material adverse impact on the Company's financial position, results of
operations or cash flows in future periods. The Company plans to devote
the necessary resources to resolve all significant year 2000 issues in
a timely manner.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements are presented on
the following pages:
Page
Financial Statements Reference
Report of Independent Public Accountants 32
Consolidated Balance Sheets at December 31,
1997 and 1996 34
Consolidated Statements of Operations for the
years ended December 31, 1997, 1996 and 1995 36
Consolidated Statements of Changes in
Shareholders' Equity for the years ended
December 31, 1997, 1996 and 1995 37
Consolidated Statements of Cash Flows for the
years ended December 31, 1997, 1996 and 1995 38
Notes to Consolidated Financial Statements 40
Financial Statement Schedule:
Schedule II: Valuation Accounts for the
years ended December 31,
1997, 1996 and 1995 55
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Sun International North America, Inc.:
We have audited the accompanying consolidated balance sheet of Sun
International North America, Inc. (a Delaware corporation) and
subsidiaries as of December 31, 1997, and the related consolidated
statements of operations, changes in shareholder's equity and cash
flows for the year then ended. These financial statements and the
schedule referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements and the schedule based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Sun
International North America, Inc. and subsidiaries as of December 31,
1997, and the results of their operations and their cash flows for the
year then ended, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule listed in the
index to the financial statements is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not
part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements, and in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation
to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 9, 1998
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Shareholder
Sun International North America, Inc.
We have audited the accompanying consolidated balance sheet of
Sun International North America, Inc. (formerly Griffin Gaming &
Entertainment, Inc.) as of December 31, 1996 (post-acquisition basis).
We have also audited the accompanying consolidated statements of
operations, changes in shareholder's equity, and cash flows for each of
the two years in the period ended December 31, 1996 (pre-acquisition
basis). Sun International North America, Inc. is a wholly owned
subsidiary of Sun International Hotels Limited. Our audits also
included the information for each of the two years in the period ended
December 31, 1996, included the financial statement schedule listed in
the Index at Item 14(a). These financial statements and schedule are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedule based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated
financial position of Sun International North America, Inc. at December
31, 1996 (post-acquisition basis), and the consolidated results of its
operations and its cash flows for each of the two years in the period
ended December 31, 1996 (pre-acquisition basis), in conformity with
generally accepted accounting principles. Also, in our opinion, the
information for each of the two years in the period ended December 31,
1996, included in the related financial statement schedule, when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 14, 1997
SUN INTERNATIONAL NORTH AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
December 31,
Assets 1997 1996
Current assets:
Cash (including cash equivalents
of $32,508 and $11,926) $ 46,912 $ 29,267
Restricted cash equivalents 3,902 4,538
Receivables, net 8,691 7,468
Inventories 1,730 1,194
Prepaid expenses 1,961 2,055
Total current assets 63,196 44,522
Land held for investment,
development or resale 193,682 185,769
Property and equipment:
Land and land rights 73,593 73,576
Land improvements 1,001 932
Hotels and other buildings 123,213 122,642
Furniture, machinery and equipment 22,310 13,746
Construction in progress 2,365 65
222,482 210,961
Less accumulated depreciation (11,630) -
Net property and equipment 210,852 210,961
Due from affiliates 4,528 -
Deferred charges and other assets, net 21,536 12,673
Goodwill, net 101,410 98,923
$595,204 $552,848
See Notes to Consolidated Financial Statements.
SUN INTERNATIONAL NORTH AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, share data)
December 31,
Liabilities and Shareholder's Equity 1997 1996
Current liabilities:
Current maturities of long-term debt $ 282 $ 636
Accounts payable and accrued
liabilities 46,677 51,669
Total current liabilities 46,959 52,305
Long-term debt, net of unamortized
premiums 311,258 261,543
Deferred income taxes 46,000 46,000
Commitments and contingencies
Shareholder's equity:
SINA Common Stock - 100 shares
outstanding - $.01 par value - -
Capital in excess of par 193,008 193,000
Accumulated deficit (2,021) -
Total shareholder's equity 190,987 193,000
$595,204 $552,848
See Notes to Consolidated Financial Statements.
SUN INTERNATIONAL NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
For the Year Ended December 31,
1997 1996 1995
(Successor) (Predecessor)
Revenues:
Gaming $244,156 $258,672 $268,224
Rooms 16,514 16,010 16,066
Food and beverage 27,085 27,867 27,769
Other resort revenues 11,344 9,535 9,674
299,099 312,084 321,733
Less promotional allowances (28,465) (26,272) (26,187)
Net gaming and resort revenues 270,634 285,812 295,546
Tour operations 15,403 - -
Real estate related 8,987 10,128 8,501
Other 2,609 - -
297,633 295,940 304,047
Expenses:
Gaming 154,554 165,017 156,321
Rooms 3,036 3,604 3,703
Food and beverage 15,973 16,746 15,603
Other resort expenses 33,019 35,047 35,149
Tour operations 14,193 - -
Selling, general and
administrative 33,337 37,237 38,141
Depreciation and amortization 14,372 12,386 13,452
268,484 270,037 262,369
Operating income 29,149 25,903 41,678
Other income (expenses):
Interest income 3,539 3,233 3,518
Interest expense, net of
capitalized interest (27,515) (24,529) (25,318)
Amortization of debt premiums,
discounts and issue costs (211) (4,344) (3,979)
Other, net 314 - -
Earnings before provision for
income taxes and extraordinary
item 5,276 263 15,899
Provision for income taxes (4,340) - -
Earnings before extraordinary
item 936 263 15,899
Extraordinary item-loss on
extinguishment of debt (net of
income tax benefit of $2,043) (2,957) - -
Net earnings (loss) $ (2,021) $ 263 $ 15,899
See Notes to Consolidated Financial Statements.
<TABLE>
SUN INTERNATIONAL NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(In Thousands of Dollars)
<CAPTION>
Capital
Common in excess Accumulated
Stock of par deficit
<S> <C> <C> <C>
Balance at December 31, 1994 $ 397 $129,237 $(119,603)
Reverse Stock Split (318) 318 -
Issuance of shares for stock options
exercised - 17 -
Net earnings for year 1995 15,899
Balance at December 31, 1995 79 129,572 (103,704)
Issuance of shares for stock options
exercised - 9 -
Net earnings for year 1996 - - 263
Transactions relating to Merger:
Cancel public shares (79) 79 -
Issue shares to SIHL - - -
Eliminate pre-Merger accumulated
deficit - (103,441) 103,441
Fair value adjustments - 166,781 -
Balance at December 31, 1996
(Note 1) - 193,000 -
Contribution of Sun Resorts - 368 -
Contribution of Sun Cove - (360) -
Net loss for year 1997 (2,021)
Balance at December 31, 1997 $ -0- $ 193,008 $ (2,021)
See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
SUN INTERNATIONAL NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
<CAPTION>
For the Year Ended December 31,
1997 1996 1995
(Successor)
(Predecessor)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ (2,021) $ 263 $ 15,899
Adjustments to reconcile net earnings (loss)
net cash provided by operating activities:
Extraordinary item 2,957 - -
Depreciation and amortization 15,153 16,730 17,431
(Gain) loss on sale of assets (607) (873) 36
Utilization of tax benefits acquired in Merger 4,085 - -
Provision for doubtful receivables 830 1,417 925
Provision for discount on CRDA obligations, net 987 1,497 1,561
Deferred tax provision (benefit) - 77 (350)
Net change in working capital accounts:
Receivables (1,117) (1,211) (2,579)
Due from affiliates 4,559 - -
Inventories and prepaid expenses (48) (7,426) 2,056
Other assets 2,000 (1,474) 215
Accounts payable and accrued liabilities (3,325) (2,410) 374
Net cash provided by operating activities 23,453 6,590 35,568
Cash flows from investing activities:
Payments for operating capital expenditures (10,595) (18,498) (13,093)
Acquisition of other fixed assets (21,721) (1,177) (6,154)
Proceeds from the sale of assets 7,950 1,385 -
Payments for expenses of Merger (8,057) (6,417) -
CRDA deposits and bond purchases (3,122) (3,070) (3,152)
Sun Resorts cash and equivalents at date
of contribution 1,159 - -
Repayments to affiliates (10,327) - -
Net cash used in investing activities (44,713) (27,777) (22,399)
</TABLE>
<TABLE>
-continued-
SUN INTERNATIONAL NORTH AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
<CAPTION>
For the Year Ended
December 31,
1997 1996 1995
(Successor)
(Predecessor)
<S> <C> <C> <C>
Cash flows from financing activities:
Borrowings 199,084 - 1,815
Early redemption of debt (153,712) - -
Debt issuance costs (6,460) - -
Other debt repayments (643) (589) (320)
Proceeds from exercise of stock options - 9 17
Net cash provided by (used in) financing
activities 38,269 (580) 1,512
Net increase (decrease) in cash and cash
equivalents 17,009 (21,767) 14,681
Cash and cash equivalents at beginning of period 33,805 55,572 40,891
Cash and cash equivalents at end of period $ 50,814 $33,805 $55,572
See Notes to Consolidated Financial Statements.
</TABLE>
SUN INTERNATIONAL NORTH AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
Merger and Basis of Accounting
Sun International North America, Inc. ("SINA") is a holding company
which, through its indirect wholly owned subsidiary, Resorts
International Hotel, Inc. ("RIH"), is principally engaged in the
ownership and operation of Resorts Casino Hotel in Atlantic City, New
Jersey. SINA was known as Resorts International, Inc. until June 30,
1995, and as Griffin Gaming & Entertainment, Inc. from June 30, 1995
until February 6, 1997. "SINA" is used herein to refer to the
corporation for all periods. The term "Company" as used herein includes
SINA and its subsidiaries.
On December 16, 1996 (the "Effective Date"), SINA became a wholly
owned subsidiary of Sun International Hotels Limited ("SIHL"), a
corporation organized under the laws of the Commonwealth of The Bahamas,
when Sun Merger Corp., a wholly owned subsidiary of SIHL, was merged
with and into SINA (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").
Pursuant to the Merger Agreement, each share of SINA common stock,
$.01 par value per share (the "SINA Common Stock"), outstanding
immediately prior to the Effective Date of the Merger was converted into
the right to receive .4324 ordinary share, $.001 par value per share, of
SIHL (the "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 SINA (the "Class B Stock") was converted
into the right to receive .1928 Ordinary Share. Since the Effective
Date, each .1928 Ordinary Share received in exchange for a share of
Class B Stock trades as part of a unit (the "Units") along with $1,000
principal amount of 11.375% Junior Mortgage Notes due December 15, 2004
(the "Junior Mortgage Notes") issued by Resorts International Hotel
Financing, Inc. ("RIHF"), a financing subsidiary of SINA.
The Merger was accounted for as a purchase and, according to an
accounting practice known as "push-down" accounting, the Company
adjusted its consolidated net assets to reflect the amount of SIHL's
investment in SINA. In doing so, the Company's consolidated assets and
liabilities were adjusted to their estimated fair values based on
independent appraisals, evaluations, estimations and other studies.
Valuation adjustments were made in 1997 as additional information became
available, which allowed more accurate valuations. These adjustments
resulted in an increase to goodwill of $6.9 million, a reduction in land
held for investment, development or resale of $5 million and an increase
in accounts payable and accrued liabilities of $1.9 million.
The allocation, as adjusted, of the excess of SIHL's investment in
SINA over SINA's net book value was as follows:
(In Thousands of Dollars)
Decrease in current assets $(13,475)
Increase in land held for investment,
development or resale 91,247
Increase in property and equipment 40,618
Decrease in deferred charges and other
assets (11,602)
Increase in goodwill 105,823
Increase in current liabilities (12,778)
Increase in long-term debt (40,479)
Decrease in deferred tax liability 7,427
$166,781
Goodwill, the excess of SIHL's investment over the fair value of
SINA's net assets, is amortized on the straight-line basis over 40
years.
The appraisals and other valuation methods used to establish fair
values of certain of the Company's property and equipment also provided
revised estimates of remaining depreciable lives of such assets which,
particularly for hotels and other buildings, were greater than those
previously used by the Company.
Because the impact of the basis adjustments on the Company's
consolidated statement of operations for the period between the
Effective Date and December 31, 1996, was immaterial, the Company
recorded the basis adjustments as of December 31, 1996. The impact on
the Company's operations is reflected in the Company's consolidated
statements of operations commencing January 1, 1997.
Pro Forma Information (Unaudited)
The following unaudited pro forma information for the year ended
December 31, 1996, reflects the results of the Company's operations as
though the Merger had occurred on January 1, 1996 and includes (i)
adjustments for amortization of goodwill, (ii) changes in amortization
of debt discounts (premiums) and depreciation due to basis adjustments,
(iii) elimination of a gain on a property sale and (iv) tax effects: pro
forma operating revenues would have been $291.9 million; pro forma net
income would have been $2.3 million. The pro forma information is not
necessarily indicative of future results or what the Company's results
of operations would actually have been had the Merger occurred on
January 1, 1996.
Contributed Companies
Effective January 1, 1997, SIHL contributed the capital stock of
Sun International Resorts, Inc. ("Sun Resorts"), a wholly owned
subsidiary of SIHL, to SINA. Sun Resorts, along with its subsidiaries,
is a tour operator and wholesaler of tour packages and provides
reservation services. In addition, Sun Resorts provides certain support
services for SIHL's operations in The Bahamas. As of January 1, 1997,
Sun Resorts' consolidated assets, liabilities and shareholder's equity
amounted to $6.1 million, $5.7 million and $368,000, respectively. Sun
Resorts consolidated revenues and net income for the year ended December
31, 1996 totaled $15.0 million and $617,000, respectively.
Effective July 1, 1997, SIHL contributed the capital stock of Sun
Cove Limited, ("Sun Cove"), a wholly owned subsidiary of SIHL, to SINA.
Sun Cove has a 50% interest in Trading Cove Associates ("TCA"), a
Connecticut general partnership which holds a management agreement (the
"Management Agreement") with the Mohegan Tribal Gaming Authority
relating to the development and management of a casino resort and
entertainment complex (the "Mohegan Sun Casino") in the town of
Uncasville, Connecticut. The Management Agreement provides that TCA is
entitled to receive between 30% and 40% of the net profits, as defined,
of the Mohegan Sun Casino. TCA is obligated to pay certain amounts to
its partners, SIHL and certain of its affiliates, as priority payments
from its management fee income for services provided by those entities.
In addition, TCA is obligated to pay certain amounts to its partners, as
priority payments from its management fee income for certain previous
capital contributions to TCA. These amounts are paid as TCA receives
sufficient management fees to meet the priority distributions. As of
July 1, 1997, Sun Cove's assets, liabilities and shareholder's deficit
amounted to $7.9 million, $8.3 million and $360,000, respectively. Sun
Cove's revenues and net loss for the six months ended June 30, 1997 were
$0 and $360,000, respectively. Sun Cove had no revenues or expenses
prior to 1997.
The contributions of Sun Resorts and Sun Cove were recorded based
upon their respective carrying values by SIHL.
In February 1998, The Mohegan Tribe of Indians of Connecticut (the
"Tribe") announced that it had appointed TCA to develop its proposed
$450 million expansion of the Mohegan Sun Casino. In addition, TCA and
the Tribe agreed that effective January 1, 2000, TCA will turn over
management of the Mohegan Sun Resort complex, (which comprises the
existing operations and the proposed expansion), to the Tribe. In
exchange for relinquishing its rights under its existing agreements,
beginning January 1, 2000, TCA will receive annual buyout payments of
five percent of the gross revenues of the Mohegan Sun Resort complex for
a 15-year period. Until January 1, 2000, there will be no change in
TCA's existing agreements with the Tribe. The new agreements with the
Tribe are subject to review and approval from various regulatory
agencies.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of SINA
and its subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.
Reclassifications
Certain balances in the accompanying consolidated financial
statements for 1996 and 1995 have been reclassified to conform with the
current year presentation.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
The Company provides allowances for doubtful accounts arising from
casino, hotel and other services, which are based upon a specific review
of certain outstanding receivables. In determining the amounts of the
allowances, the Company is required to make certain estimates and
assumptions and actual results may differ from those estimates and
assumptions.
Revenue Recognition
The Company records as revenue the win from casino gaming
activities which represents the difference between amounts wagered and
amounts won by patrons. Revenues from hotel and related services and
from theater ticket sales are recognized at the time the related service
is performed.
Promotional Allowances
The retail value of accommodations, food, beverage and other
services provided to customers without charge is included in gross
revenues and deducted as promotional allowances. The estimated
departmental costs of providing such promotional allowances are included
in gaming costs and expenses as follows:
(In Thousands of Dollars) 1997 1996 1995
Rooms $ 5,092 $ 5,207 $ 4,820
Food and beverage 15,042 15,274 15,479
Other 5,192 5,258 5,417
$25,326 $25,739 $25,716
Cash Equivalents
The Company considers all of its short-term money market securities
purchased with original maturities of three months or less to be cash
equivalents. The carrying value of cash equivalents approximates fair
value due to the short maturity of these instruments.
Inventories
Inventories of provisions, supplies and spare parts are carried at
the lower of cost (first-in, first-out) or market.
Property and Equipment
Property and equipment are stated at cost and are depreciated over
the estimated useful lives reported below using the straight-line method
for financial reporting purposes.
Land improvements 14 years
Hotels and other buildings 40 years
Furniture, machinery and equipment 2 - 5 years
In conjunction with the Merger, certain estimated useful lives were
revised and were used to depreciate property and equipment for financial
reporting purposes commencing in 1997.
Capitalized Interest and Property Taxes
Interest is capitalized on construction expenditures and land under
development at the weighted average rate of the Company's public long-
term debt excluding one issue which is non-recourse to the Company.
Property taxes assessed on land under development are also capitalized.
Casino Reinvestment Development Authority ("CRDA") Obligations
Under the New Jersey Casino Control Act ("Casino Control Act"), the
Company is obligated to purchase CRDA bonds, which will bear a
below-market interest rate, or make an alternative qualifying
investment. The Company charges to expense an estimated discount
related to CRDA investment obligations as of the date the obligation
arises based on fair market interest rates of similar quality bonds in
existence as of that date. On the date the Company actually purchases
the CRDA bond, the estimated discount previously recorded is adjusted to
reflect the actual terms of the bonds issued and the then existing fair
market interest rate for similar quality bonds.
The discount on CRDA bonds purchased is amortized to interest
income over the life of the bonds using the effective interest rate
method.
Long Lived Assets
The Company reviews its long lived assets and certain related
intangibles for impairment whenever changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable. As
a result of its review, the Company does not believe that any asset
impairment exists in the recoverability of its long lived assets.
Income Taxes
SINA and all of its subsidiaries file consolidated US federal
income tax returns.
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." Under this standard, deferred tax assets and liabilities are
determined based on the difference between the financial reporting and
tax bases of assets and liabilities at enacted tax rates which will be
in effect for the years in which the differences are expected to
reverse. A valuation allowance is recognized based on estimates of the
likelihood that some portion or all of the deferred tax asset will not
be realized.
NOTE 3 - CASH EQUIVALENTS
Cash equivalents at December 31, 1996 included reverse repurchase
agreements (federal government securities purchased under agreements to
resell those securities) under which the Company had not taken delivery
of the underlying securities and investments in a money market fund
which invests exclusively in US Treasury obligations.
Restricted cash equivalents included $3.8 million and $3.7 million
at December 31, 1997 and 1996, respectively, of escrowed Showboat Lease
(defined in Note 6) payments and accrued interest thereon.
NOTE 4 - RECEIVABLES
Components of receivables at December 31 were as follows:
(In Thousands of Dollars) 1997 1996
Gaming $ 6,440 $ 7,449
Less allowance for doubtful accounts (3,011) (3,626)
3,429 3,823
Non-gaming:
Hotel and related 529 802
Other 4,796 2,975
5,325 3,777
Less allowance for doubtful accounts (63) (132)
5,262 3,645
$ 8,691 $ 7,468
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Components of accounts payable and accrued liabilities at December
31 were as follows:
(In Thousands of Dollars) 1997 1996
Accrued payroll and related taxes and
benefits $ 9,928 $11,115
Accrued Merger and related costs 1,308 9,754
Accrued interest 9,304 7,938
Accrued gaming taxes, fees and related
assessments 2,658 6,705
Trade payables 8,790 2,800
Customer deposits and unearned revenues 4,184 1,685
Accrued costs of recapitalization - 875
Other accrued liabilities 10,505 10,797
$46,677 $51,669
NOTE 6 - LONG-TERM DEBT
Components of long-term debt at December 31 were as follows:
(In Thousands of Dollars) 1997 1996
Senior Notes $200,000 -
Unamortized discount (869) -
199,131 -
Mortgage Notes 5,354 $125,000
Unamortized premium 285 7,500
5,639 132,500
Junior Mortgage Notes 1,095 35,000
Less notes held by RIH - (12,899)
1,095 22,101
Unamortized premium 60 1,326
1,155 23,427
Showboat Notes 105,333 105,333
Other 282 919
311,540 262,179
Less current maturities (282) (636)
$311,258 $261,543
Senior Notes, Mortgage Notes and Junior Mortgage Notes
Prior to SIHL's acquisition of SINA, RIHF issued $125 million of
11% Mortgage Notes due September 15, 2003 (the "Mortgage Notes") and $35
million of Junior Mortgage Notes. The Mortgage Notes and the Junior
Mortgage Notes are guaranteed by RIH.
In February 1997, RIHF mailed to each holder of its Mortgage Notes
and Junior Mortgage Notes an offer to purchase (the "Offer") the
outstanding Mortgage Notes and Junior Mortgage Notes and solicited
consents to amend the related indentures. The aggregate purchase price
for acquiring the tendered securities, excluding accrued interest,
totaled $153.7 million. The excess of this amount over the carrying
value of the debt exchanged, excluding accrued interest, plus estimated
costs of the Offer resulted in an extraordinary loss of $5 million. The
Company also recorded a deferred income tax benefit of $2 million
related to this extraordinary loss. In connection with the Offer, $5.4
million principal amount of Mortgage Notes and $1.1 million principal
amount of Junior Mortgage Notes were not tendered and, therefore, not
purchased pursuant to the Offer. These securities remain outstanding as
unsecured obligations. 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 February 1997, SIHL and SINA (the "Issuers") issued $200 million
principal amount of 9% Senior Subordinated Notes due 2007 (the "Senior
Notes") which, after costs, resulted in net proceeds to the Company of
approximately $194 million. The majority of these proceeds were used to
fund the Offer. The Senior Notes, which are unsecured obligations, are
unconditionally guaranteed by RIH, GGRI, Inc., the wholly owned
subsidiary of SINA that owns RIH, and certain of SIHL's subsidiaries
(the "Guarantors"). Interest on the Senior Notes is payable on March 15
and September 15 each year. The indenture for the Senior Notes
contains certain covenants, including limitations on the ability of the
Issuers and the Guarantors to, among other things: (a) incur additional
indebtedness, (b) incur certain liens, (c) engage in certain
transactions with affiliates and (d) pay dividends and make certain
other restricted payments.
Showboat Notes
The First Mortgage Non-Recourse Pass-Through Notes due June 30,
2000 (the "Showboat Notes") are non-recourse notes, secured by a
mortgage encumbered by a collateral assignment of the Showboat Lease,
and by a pledge of any proceeds of the sale of such mortgage and
collateral assignment. Interest on the Showboat Notes consists of a
pass-through (subject to certain adjustments) of the lease payments
received pursuant to the lease (the "Showboat Lease") of 10 acres of
land (the "Showboat Land") under the Showboat Casino Hotel.
On January 29, 1998, the Company sold the Showboat Land and the
Showboat Lease for $110 million. The majority of the proceeds were used
to redeem the Showboat Notes, effective February 28, 1998.
Co-obligation
The Company is a co-obligator, with SIHL, on $100 million senior
subordinated, unsecured notes due December 2007 (the "8.625% Notes").
Interest on the 8.625% Notes is payable on June 15 and December 15 each
year. The cash was drawn down by and the debt is on the books of SIHL.
Fair Value
Due to the interest rates and terms thereof, the carrying value of
the long-term debt at December 31, 1997 and 1996 approximates its fair
value.
NOTE 7 - SHAREHOLDER'S EQUITY
SINA is authorized to issue 100 million shares of SINA Common
Stock, 120,000 shares of Class B Stock and 10 million shares of
preferred stock. As a result of the Merger, the only shares of SINA
stock outstanding are 100 shares of SINA Common Stock, all of which are
owned by SIHL.
NOTE 8 - RELATED PARTY TRANSACTIONS
License and Services Agreement
In connection with the Merger, SINA and RIH entered into a license
and services agreement (the "License and Services Agreement") with The
Griffin Group, Inc. (the "Griffin Group"), a corporation controlled by
Merv Griffin, Chairman of the Board of SINA until the Effective Date.
The License and Services Agreement grants to the Company a non-exclusive
license to use the name and likeness of Merv Griffin to advertise and
promote the Company's resort properties as well as SIHL's other
properties in Connecticut and The Bahamas (the "Casino Properties").
The Company also has the non-exclusive right to use certain shows and
gaming concepts set forth therein and the non-exclusive right to
services provided by Mr. Griffin as marketing consultant and as host,
producer, presenter and featured performer in various shows to be
presented at the Casino Properties.
As compensation under the License and Services Agreement, at the
Effective Date, the Company paid Griffin Group fees totaling $11 million
for the license and services through September 16, 2001.
The License and Service Agreement is to continue until September
16, 2001 and provides for earlier termination by either the Company or
Griffin Group under certain circumstances. Upon any termination of the
agreement, Griffin Group is entitled to retain all monies paid to it and
is entitled to be paid all amounts owing to it as of the date of
termination.
Because of changes in the Company's marketing strategy, the
significant reduction in Mr. Griffin's participation in activities
related to the Company's business and uncertainties as to Mr. Griffin's
providing future services to the Company, all prepaid fees under the
License and Services Agreement were written off as having indeterminable
future value in connection with restating the Company's assets and
liabilities as of December 31, 1996.
Sale of Resorts Entertainment, Inc. ("REI")
REI, a subsidiary of SINA that was known as Griffin Entertainment,
Inc. until February 6, 1997, was formed in 1995 to pursue development
and production activities in the television, live entertainment and
motion picture industries. In March 1996, in order to enable the
Company to concentrate its efforts on expansion of its core gaming
business, the independent members of the Board of Directors of SINA
accepted an offer from the Griffin Group to purchase the assets and
ongoing operations of REI at a purchase price equal to the amount of the
Company's expenditures on these assets and operations from their
inception in September 1995 through the consummation of the transaction.
There were no revenues offsetting these expenditures, which totaled
approximately $340,000 through April 30, 1996, the effective date of the
sale.
Other
Effective May 1, 1995 Thomas E. Gallagher became President and
Chief Executive Officer of SINA. Mr. Gallagher had been 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 SINA, following review and approval by independent
members of SINA's Board of Directors, SINA agreed to pay $300,000 per
year for his services in this capacity. In 1995 such payments were made
to Griffin Group where Mr. Gallagher remained President and Chief
Executive Officer. Effective January 1, 1996, Mr. Gallagher was paid
directly by SINA and the Company's payments to Griffin Group for his
services ceased. In connection with the Merger, Mr. Gallagher resigned
from all positions with the Company.
The Company reimbursed Griffin Group $157,000 and $183,000 for
charter air services related to Company business rendered in 1996 and
1995, respectively.
In 1995 the Company entered into an agreement with Players Island
Resort Casino Spa ("Players Island"), a subsidiary of Players
International, Inc. ("Players"), to produce and present a stage show in
the theater of Players Island in Mesquite, Nevada. The Company received
$130,000 and $266,000 from Players Island under this agreement for
services rendered during 1996 and 1995, respectively, which services
resulted in a modest profit after expenses. Griffin Group owns in
excess of 10% of the outstanding common stock of Players. Mr. Gallagher
served as a member of the Board of Directors of Players during 1996 and
1995.
NOTE 11 - SHOWBOAT LEASE
Prior to January 1998, the Company leased to a subsidiary ("ACS")
of Showboat, Inc., a resort and casino operator, Showboat Land (included
in land held for investment, development or resale in the accompanying
Consolidated Balance Sheets). The lease payments were $9.0 million and
$8.7 million for 1997 and 1996, respectively.
As described in Note 6, the Company sold the Showboat Land and the
Showboat Lease in January 1998.
NOTE 12 - RETIREMENT PLANS
SINA and certain of its subsidiaries participate, and certain of
SINA's former subsidiaries participated, in a defined contribution plan
covering substantially all of their non-union employees. The Company
makes contributions to this plan based on a percentage of eligible
employee contributions. Total pension expense for this plan was
$810,000, $725,000 and $652,000 in 1997, 1996 and 1995, respectively.
In addition to the plan described above, union and certain other
employees of RIH and certain former subsidiaries of SINA are covered by
multi-employer defined benefit pension plans to which the subsidiaries
make, or made, contributions. The Company's pension expense for these
plans totaled $1,051,000, $1,051,000 and $881,000 in 1997, 1996 and
1995, respectively.
NOTE 13 - INCOME TAXES
The Company recorded income tax provisions (benefits) as follows
from continuing operations:
(In Thousands of Dollars) 1997 1996 1995
Current:
Federal $3,726 $(77) $ 350
State 614 - -
4,340 (77) 350
Deferred:
Federal - 77 (350)
State - - -
- 77 (350)
$4,340 $ - $ -
In 1997, the Company also recorded $1,593,000 and $450,000 in
current federal and state benefits, respectively resulting from an
extraordinary loss.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes.
The components of the deferred tax assets and liabilities at
December 31 were as follows:
(In Thousands of Dollars) 1997 1996
Deferred tax liabilities:
Basis differences on land held for
investment, development or resale $ (50,600) $ (54,300)
Basis differences on property and
equipment (44,300) (42,200)
Other (3,100) (3,100)
Total deferred tax liabilities (98,000) (99,600)
Deferred tax assets:
NOL carryforwards 215,400 197,500
Book reserves not yet deductible
for tax 18,400 26,300
Basis differences on debt 9,500 23,300
Tax credit carryforwards 1,000 1,000
Other 5,300 7,800
Total deferred tax assets 249,600 255,900
Valuation allowance for deferred
tax assets (197,600) (202,300)
Deferred tax assets, net of
valuation allowance 52,000 53,600
Net deferred tax liabilities $ (46,000) $ (46,000)
A valuation allowance has been recorded against the portion of
those assets that the Company believes will more likely than not remain
unrealized. If such deferred tax assets were to be realized, the
corresponding reduction to the valuation allowance would reduce the
carrying value of goodwill. During 1997, The Company realized such tax
benefits aggregating $4.1 million.
The effective income tax rate on earnings before extraordinary
items varies from the statutory federal income tax rate as a result of
the following factors:
1997 1996 1995
Statutory federal income tax
rate 35.0% 35.0% 35.0%
State tax costs 11.6%
NOLs and temporary differences
for which no taxes were provided
or benefits recognized - (44.7%) (37.6%)
Nondeductible expenses, primarily
amortization 25.3% - -
Other 10.3% 9.7% 2.6%
Effective tax rate 82.2% 0.0% 0.0%
For federal income tax purposes the Company had NOL carryforwards
of approximately $615 million at December 31, 1997; however, due to the
change of ownership of SINA in 1996, $566 million of these NOL
carryforwards (the "Pre-Change NOLs") are limited in their availability
to offset future taxable income of the Company. As a result of these
limitations, approximately $11.3 million of Pre-Change NOLs will become
available for use each year through the year 2008; an additional $8.4
million will be available in 2009. An additional $122 million of these
Pre-Change NOLs would be available to offset gains on sales of assets
owned at the date of change in ownership of the Company which are sold
within five years of that date. The remaining Pre-Change NOLs are
expected to expire unutilized.
The restricted NOLs which the Company believes may become
available to the Company for utilization in spite of the limitations
expire as follows: $11 million in 2004, $125 million in 2005, $23
million in 2006, $31 million in 2007, $56 million in 2008, $1 million in
2009 and $8 million in 2011. The unrestricted NOLs which the Company
believes may be used to offset future income expire as follows: $8
million in 2004, $3 million in 2005 and $50 million in 2012.
NOTE 14 - SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid, net of amounts capitalized, was $26.1 million, $24.4
million and $25.1 million for the years ended December 31, 1997, 1996
and 1995, respectively. Income taxes refunded (paid) amounted to
$87,000, $(244,000) and $(353,000) for the years ended December 31,
1997, 1996 and 1995, respectively. Non-cash investing and financing
activities were as follows:
(In Thousands of Dollars) 1997 1996 1995
Increase (decrease) for valuation
adjustments:
Goodwill $ 6,950 - -
Land held for investment,
development or resale $(5,000) - -
Accounts payable and accrued
liabilities $ 1,950 - -
Exchange of real estate in Atlantic
City for reduction in CRDA
obligation $ 2,200 - -
Adjustments to consolidated
net assets to reflect
SIHL's investment in SINA
(see Note 1) - $166,781 -
Exchange of real estate in
Atlantic City (at carrying
value of property exchanged) - - $1,501
NOTE 15 - COMMITMENTS AND CONTINGENCIES
CRDA Obligations
The Casino Control Act, as amended, requires RIH to purchase bonds
issued by the CRDA, or to make other investments authorized by the CRDA,
in an amount equal to 1.25% of its gross gaming revenues, as defined.
The CRDA bonds have interest rates ranging from 3.9% to 7.0% and have
repayment terms of between 20 and 50 years.
At December 31, 1997, RIH had $10.5 million face value of bonds
issued by the CRDA and had $13.6 million on deposit with the CRDA.
These bonds and deposits, net of an estimated discount to reflect
the below-market interest rates payable on the bonds, are included in
deferred charges and other assets in the accompanying Consolidated
Balance Sheets.
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.
A complaint was filed in December 1997, on behalf of a plaintiff
and a purported class of Company shareholders against SIHL, the Company
and various affiliates, certain directors and officers of SIHL and the
Company. The complaint alleges that the Proxy Statement and Prospectus
issued by SIHL and the Company in November 1996, in connection with the
Merger, contained material misrepresentations or omissions concerning a
license and services agreement entered into between the Company and The
Griffin Group. The Company believes that the case is without merit and
intends to vigorously defend its actions.
SCHEDULE II
<TABLE>
SUN INTERNATIONAL NORTH AMERICA, INC.
VALUATION ACCOUNTS
(In Thousands of Dollars)
<CAPTION>
Balance at Additions Balance at
beginning charged to Deductions end of
of period expenses (a) period
<S> <C> <C> <C> <C>
For the year ended December 31, 1997:
Allowance for doubtful receivables:
Gaming $3,626 $ 836 $(1,451) $3,011
Other 132 (6) (63) 63
$3,758 $ 830 $(1,514) $3,074
For the year ended December 31, 1996:
Allowance for doubtful receivables:
Gaming $3,519 $1,317 $(1,210) $3,626
Other 51 100 (19) 132
$3,570 $1,417 $(1,229) $3,758
For the year ended December 31, 1995:
Allowance for doubtful receivables:
Gaming $3,819 $ 902 $(1,202) $3,519
Other 82 23 (54) 51
$3,901 $ 925 $(1,256) $3,570
(a) Write-off of uncollectible accounts, net of recoveries.
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
The following Items have been omitted pursuant to General
Instruction I of Form 10-K: ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT; ITEM 11. EXECUTIVE COMPENSATION; ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT and ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) Documents Filed as Part of This Report
1. The financial statement index required herein is incorporated by
reference to "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA."
2. The index of financial statement schedules required herein is
incorporated by reference to "ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA." Financial statement schedules not included
have been omitted because they are either not applicable or the
required information is shown in the consolidated financial
statements or notes thereto.
3. The following exhibits are filed herewith or incorporated by
reference:
Exhibit
Numbers Exhibit
(2)(a) Agreement and Plan of Merger, dated August 19, 1996, among
SIHL, Sun Merger Corp. and SINA. (Incorporated by
reference to Exhibit (2)(a) to Registrant's Form 8-K
Current Report dated August 19, 1996, in File No. 1-4748.)
(2)(b) Amendment dated October 10, 1996 to the Agreement and Plan
of Merger among SIHL, Sun Merger Corp. and SINA.
(Incorporated by reference to Annex I to Registrant's
Definitive Proxy Statement dated November 1, 1996 on
Schedule 14A in File No. 1-4748.)
(2)(c) Stockholder Agreement, dated August 19, 1996, among SIHL
and the various Stockholders of SINA set forth therein.
(Incorporated by reference to Exhibit (2)(b) to
Registrant's Form 8-K Current Report dated August 19, 1996,
in File No. 1-4748.)
(2)(d) Amendment dated October 10, 1996 to the Stockholder
Agreement among SIHL and the various Stockholders of SINA
set forth therein. (Incorporated by reference to Annex II
to Registrant's Definitive Proxy Statement dated November
1, 1996 on Schedule 14A in File No. 1-4748.)
(2)(e) Stockholder Agreement, dated August 19, 1996, between SINA
and SIIL. (Incorporated by reference to Exhibit (2)(c) to
Registrant's Form 8-K Current Report dated August 19, 1996,
in File No. 1-4748.)
(2)(f) Amendment dated October 10, 1996 to the Stockholder
Agreement between SINA and SIIL. (Incorporated by
reference to Annex III to Registrant's Definitive Proxy
Statement dated November 1, 1996 on Schedule 14A in File
No. 1-4748.)
(3)(a)(1) Restated Certificate of Incorporation of SINA.
(Incorporated by reference to Exhibit (3)(a) to
Registrant's Form 10-Q Quarterly Report for the quarter
ended June 30, 1996, in File No. 1-4748.)
(3)(a)(2) Certificate of Amendment of Restated Certificate of
Incorporation of SINA. (Incorporated by reference to
Exhibit (3)(a)(2) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1996, in File No. 1-
4748).
(3)(b) Amended and Restated By-Laws of SINA. (Incorporated by
reference to Exhibit (3)(b) to Registrant's Form 10-Q
Quarterly Report for the quarter ended June 30, 1996, in
File No. 1-4748.)
(4)(a) See Exhibits (3)(a)(1), (3)(a)(2) and (3)(b) as to the
rights of holders of Registrant's common stock.
(4)(b)(1) Form of Indenture among RIHF, as issuer, RIH, as guarantor,
and State Street Bank and Trust Company of Connecticut,
National Association, as trustee, with respect to RIHF 11%
Mortgage Notes due 2003. (Incorporated by reference to
Exhibit 4.04 to registrant's Form S-4 Registration
Statement in File No. 33-50733.)
(4)(b)(2) Form of Mortgage between RIH and State Street Bank and
Trust Company of Connecticut, National Association,
securing Guaranty of RIHF Mortgage Notes. (Incorporated by
reference to Exhibit 4.22 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(4)(b)(3) Form of Mortgage between RIH and RIHF, securing RIH
Promissory Note. (Incorporated by reference to Exhibit
4.23 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(b)(4) Form of Assignment of Agreements made by RIHF, as Assignor,
to State Street Bank and Trust Company of Connecticut,
National Association, as Assignee, regarding RIH Promissory
Note. (Incorporated by reference to Exhibit 4.24 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(b)(5) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Promissory
Note. (Incorporated by reference to Exhibit 4.25 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(b)(6) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to State Street Bank and Trust Company of
Connecticut, National Association, as Assignee, regarding
Guaranty of RIHF Mortgage Notes. (Incorporated by
reference to Exhibit 4.26 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(4)(b)(7) Form of Assignment of Operating Assets made by RIH, as
Assignor, to State Street Bank and Trust Company of
Connecticut, National Association, as Assignee, regarding
Guaranty of RIHF Mortgage Notes. (Incorporated by
reference to Exhibit 4.28 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(4)(b)(8) Form of Assignment of Operating Assets made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Promissory
Note. (Incorporated by reference to Exhibit 4.34 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(b)(9) Form of Amended and Restated $125,000,000 RIH Promissory
Note. (Incorporated by reference to Exhibit A to Exhibit
(4)(b)(1) hereto.)
(4)(b)(10) Form of First Supplemental Indenture dated as of March 5,
1997, among RIHF, as issuer, RIH, as guarantor, and State
Street Bank and Trust Company of Connecticut, National
Association, as trustee, with respect to RIHF 11% Mortgage
Notes due 2003. (Incorporated by reference to Exhibit
(4)(b)(10) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1996, in File No. 1-4748.)
(4)(c)(1) Form of Indenture between RIHF, as issuer, RIH, as
guarantor, and U.S. Trust Company of California, N.A., as
trustee, with respect to RIHF 11.375% Junior Mortgage Notes
due 2004. (Incorporated by reference to Exhibit 4.05 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(c)(2) Form of Mortgage between RIH and U.S. Trust Company of
California, N.A., securing Guaranty of RIHF Junior Mortgage
Notes. (Incorporated by reference to Exhibit 4.29 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(c)(3) Form of Mortgage between RIH and RIHF, securing RIH Junior
Promissory Note. (Incorporated by reference to Exhibit
4.30 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(c)(4) Form of Assignment of Agreements made by RIHF, as Assignor,
to U.S. Trust Company of California, N.A., as Assignee,
regarding RIH Junior Promissory Note. (Incorporated by
reference to Exhibit 4.31 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(4)(c)(5) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Junior
Promissory Note. (Incorporated by reference to Exhibit
4.32 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(c)(6) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to U.S. Trust Company of California, N.A., as
Assignee, regarding Guaranty of RIHF Junior Mortgage Notes.
(Incorporated by reference to Exhibit 4.33 to registrant's
Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(7) Form of Assignment of Operating Assets made by RIH, as
Assignor, to U.S. Trust Company of California, N.A., as
Assignee, regarding the Guaranty of the RIHF Junior
Mortgage Notes. (Incorporated by reference to Exhibit 4.35
to registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(c)(8) Form of Assignment of Operating Assets made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Junior
Promissory Note. (Incorporated by reference to Exhibit
4.27 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(c)(9) Form of Amended and Restated $35,000,000 RIH Junior
Promissory Note. (Incorporated by reference to Exhibit A
to Exhibit (4)(c)(1) hereto.)
(4)(c)(10) Form of First Supplemental Indenture dated as of March 5,
1997, between RIHF, as issuer, RIH, as guarantor, and U.S.
Trust Company of California, N.A., as trustee, with respect
to RIHF 11.375% Junior Mortgage Notes due 2004.
(Incorporated by reference to Exhibit (4)(c)(10) to
Registrant's Form 10-K Annual Report for the fiscal year
ended December 31, 1996, in File No. 1-4748.)
(4)(d) Indenture dated as of September 14, 1990, between the
registrant and The Bank of New York, as trustee, with
respect to registrant's First Mortgage Non-Recourse
Pass-Through Notes due June 30, 2000, with Exhibits as
executed. (Incorporated by reference to Exhibit (4)(b) to
registrant's Form 10-Q Quarterly Report for the quarter
ended September 30, 1990, in File No. 1-4748.)
(4)(e)(1) Form of Purchase Agreement for $200,000,000 principal
amount of 9% Senior Subordinated Notes due 2007 dated March
5, 1997, among SIHL and SINA, as issuers, Bear, Stearns &
Co. Inc., Societe Generale Securities Corporation and
Scotia Capital Markets (USA) Inc., as purchasers, and
various subsidiaries of SIHL, including RIH and GGRI, as
guarantors. (Incorporated by reference to Exhibit (4)(e)(1)
to Registrant's Form 10-K Annual Report for the fiscal year
ended December 31, 1996, in File No. 1-4748.)
(4)(e)(2) Form of Indenture dated as of March 10, 1997, between SIHL
and SINA, as issuers, various subsidiaries of SIHL,
including RIH and GGRI, as guarantors, and The Bank of New
York, as trustee, with respect to $200,000,000 principal
amount of 9% Senior Subordinated Notes due 2007, and
exhibits thereto. (Incorporated by reference to Exhibit
(4)(e)(2) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1996, in File No. 1-4748.)
(4)(e)(3) Form of Registration Rights Agreement dated as of March 5,
1997, by and among SIHL and SINA, as issuers, various
subsidiaries of SIHL, including RIH and GGRI, as
guarantors, and Bear, Stearns & Co. Inc., Societe Generale
Securities Corporation and Scotia Capital Markets (USA)
Inc., as purchasers. (Incorporated by reference to Exhibit
(4)(e)(3) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1996, in File No. 1-4748.)
(4)(e)(4) Form of Inter-Borrower Agreement dated as of March 10,
1997, between SIHL and SINA. (Incorporated by reference to
Exhibit (4)(e)(4) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1996, in File No. 1-
4748.)
(10)(a)(1) Lease Agreement, dated October 26, 1983, between the
registrant and Ocean Showboat, Inc. (Incorporated by
reference to Exhibit (10)(c)(i) to registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1986,
in File No. 1-4748.)
(10)(a)(2) First Amendment, dated January 15, 1985, to Lease
Agreement, dated October 26, 1983, between the registrant
and Atlantic City Showboat, Inc. (assignee from affiliate
- Ocean Showboat, Inc.). (Incorporated by reference to
Exhibit (10)(a)(2) to registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1995, in File No. 1-
4748.)
(10)(a)(3) Second and Third Amendments, dated July 5 and October 28,
1985, respectively, to Lease Agreement, dated October 26,
1983, between the registrant and Atlantic City Showboat,
Inc. (Incorporated by reference to Exhibit (10)(c)(iii) to
registrant's Form 10-K Annual Report for the fiscal year
ended December 31, 1985, in File No. 1-4748.)
(10)(a)(4) Restated Third Amendment, dated August 28, 1986, to Lease
Agreement, dated October 26, 1983, between the registrant
and Atlantic City Showboat, Inc. (Incorporated by
reference to Exhibit (10)(c)(iv) to registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1986,
in File No. 1-4748.)
(10)(a)(5) Fourth Amendment, dated December 16, 1986, to Lease
Agreement, dated October 26, 1983, between the registrant
and Atlantic City Showboat, Inc. (Incorporated by
reference to Exhibit (10)(c)(v) to registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1986,
in File No. 1-4748.)
(10)(a)(6) Fifth Amendment, dated February 1987, to Lease Agreement,
dated October 26, 1983, between the registrant and Atlantic
City Showboat, Inc. (Incorporated by reference to Exhibit
(10)(c)(vi) to registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1986, in File No. 1-4748.)
(10)(a)(7) Sixth Amendment, dated March 13, 1987, to Lease Agreement,
dated October 26, 1983, between the registrant and Atlantic
City Showboat, Inc. (Incorporated by reference to Exhibit
(10)(c)(vii) to registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1986, in File No.
1-4748.)
(10)(a)(8) Seventh Amendment, dated October 18, 1988, to Lease
Agreement, dated October 26, 1983, between the registrant
and Atlantic City Showboat, Inc. (Incorporated by
reference to Exhibit (10)(c)(viii) to registrant's Form
10-K Annual Report for the fiscal year ended December 31,
1988, in File No. 1-4748.)
(10)(b)(1)* SINA Executive Health Plan. (Incorporated by reference to
Exhibit (10)(c)(1) to registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992, in File No.
1-4748.)
(10)(b)(2)* Resorts Retirement Savings Plan. (Incorporated by
reference to Exhibit (10)(c)(2) to registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1991,
in File No. 1-4748.)
(10)(c)(1)* Employment Agreement, dated May 3, 1991, between SINA and
Matthew B. Kearney. (Incorporated by reference to Exhibit
(10)(d)(3) to registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1991, in File No. 1-4748.)
(10)(c)(2)* Amendment to Employment Agreement, dated December 3, 1992,
between SINA and Matthew B. Kearney. (Incorporated by
reference to Exhibit 10.24 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(10)(c)(3)* Second Amendment to Employment Agreement, dated September
24, 1993, between SINA and Matthew B. Kearney.
(Incorporated by reference to Exhibit 10.25 to registrant's
Form S-4 Registration Statement in File No. 33-50733.)
(10)(d)* Non-Competition and Confidentiality Agreement dated
December 16, 1996, among SINA, SIHL and Thomas E.
Gallagher. (Incorporated by reference to Exhibit (10)(d)
to Registrant's Form 10-K Annual Report for the fiscal year
ended December 31, 1996, in File No. 1-4748.)
(10)(e)(1)* License and Services Agreement, dated as of September 17,
1992, among Griffin Group, SINA and RIH. (Incorporated by
reference to Exhibit 10.34(a) to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(10)(e)(2)* Form of Amendment to License and Services Agreement, dated
as of September 17, 1992, among Griffin Group, SINA and
RIH. (Incorporated by reference to Exhibit 10.34(b) to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(10)(e)(3) Form of License and Services Agreement among Griffin Group,
SINA and RIH. (Incorporated by reference to Annex VI to
registrant's Definitive Proxy Statement dated November 1,
1996 on Schedule 14A in File No. 1-4748.)
(10)(f) Litigation Trust Agreement, dated as of September 17, 1990,
among SINA, Resorts International Financing, Inc., Griffin
Resorts Holding Inc. and Griffin Resorts Inc. (now GGRI,
Inc.). (Incorporated by reference to Exhibit 1.46 to
Exhibit 35 to the Form 8 Amendment dated November 16, 1990,
to registrant's Form 8-K Current Report dated August 30,
1990, in File No. 1-4748.)
(10)(g) Form of Intercreditor Agreement by and among RIHF, RIH,
SINA, GGRI, Inc., State Street Bank and Trust Company of
Connecticut, National Association, U.S. Trust Company of
California, N.A. and any lenders which provide additional
facilities. (Incorporated by reference to Exhibit 10.64 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(10)(h) Form of Nominee Agreement between RIHF and RIH.
(Incorporated by reference to Exhibit 10.57 to Form S-1
Registration Statement in File No. 33-53371.)
(10)(i) Amended and Restated Partnership Agreement of Trading Cove
Associates dated as of August 29, 1995, among Sun Cove
Limited, RJH Development Corp., Leisure Resort Technology,
Inc., Slavik Suites, Inc. and LMW Investments, Inc.
(Incorporated by reference to Exhibit 10.7 of Registration
Statement No. 33-80477 of the registrant on Form F-3.)
(27)(a) Financial data schedule for the year ended December 31,
1997.
(27)(b) Restated financial data schedule for the year ended
December 31, 1996.
_________________
* Management contract or compensatory plan.
Registrant agrees to file with the Securities and Exchange
Commission, upon request, copies of any instrument defining the rights
of the holders of its consolidated long-term debt.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed during the fourth quarter
of 1997. No amendments to previously filed Forms 8-K were filed during
the fourth quarter of 1997.
(c) Exhibits Required by Item 601 of Regulation S-K
The exhibits listed in Item 14(a)3. of this report, and not
incorporated by reference to a separate file, follow "SIGNATURES."
(d) Financial Statement Schedules Required by Regulation S-X
The financial statement schedules required by Regulation S-X are
incorporated by reference to "ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA."
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
Date: March 31, 1998 By /s/
John R. Allison
Executive Vice President - Finance
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
By /s/ Howard B. Kerzner March 31, 1998
Howard B. Kerzner
Director
By /s/ Charles D. Adamo March 31, 1998
Charles D. Adamo
Director
SUN INTERNATIONAL NORTH AMERICA, INC.
Form 10-K for the fiscal year
ended December 31, 1997
EXHIBIT INDEX
Reference to previous
Exhibit filing or this
Number Exhibit Form 10-K
(2)(a) Agreement and Plan of Incorporated by
Merger, dated August 19, reference to Exhibit
1996, among SIHL, Sun Merger (2)(a) to Registrant's
Corp. and SINA. Form 8-K Current Report
dated August 19, 1996,
in File No. 1-4748.
(2)(b) Amendment dated October 10, Incorporated by
1996 to the Agreement and reference to Annex I to
Plan of Merger among SIHL, Registrant's Definitive
Sun Merger Corp. and SINA. Proxy Statement dated
November 1, 1996 on
Schedule 14A in File No.1-4748.
(2)(c) Stockholder Agreement, dated Incorporated by
August 19, 1996, among SIHL reference to Exhibit
and the various Stockholders (2)(b) to Registrant's
of SINA set forth therein. Form 8-K Current Report
dated August 19, 1996,
in File No. 1-4748.
(2)(d) Amendment dated October 10, Incorporated by
1996 to the Stockholder reference to Annex II to
Agreement among SIHL and the Registrants Definitive
various Stockholders of SINA Proxy Statement dated
set forth therein. November 1, 1996 on
Schedule 14A in File No.1-4748.
(2)(e) Stockholder Agreement, dated Incorporated by
August 19, 1996, between reference to Exhibit
SINA and SIIL. (2)(c) to Registrant's
Form 8-K Current Report
dated August 19, 1996,
in File No. 4748.
(2)(f) Amendment dated October 10, Incorporated by
1996 to the Stockholder reference to Annex III
Agreement between SINA and to Registrant's
SIIL. Definitive Proxy
Statement dated November 1, 1996
on Schedule 14A
in File No. 1-4748.
(3)(a)(1) Restated Certificate of Incorporated by
Incorporation of SINA. reference to Exhibit
(3)(a) to Registrant's
Form 10-Q Quarterly
Report for the quarter
ended June 30, 1996, in
File No. 1-4748.
(3)(a)(2) Certificate of Amendment of Incorporated by
Restated Certificate of reference to Exhibit
Incorporation of SINA. (3)(a)(2) to
Registrant's Form 10-K
Annual Report.
(3)(b) Amended and Restated By-Laws Incorporated by
of SINA. reference to Exhibit
(3)(b) to Registrant's
Form 10-Q Quarterly
Report for the quarter
ended June 30, 1996, in
File No. 1-4748.
(4)(a) See Exhibits (3)(a)(1),
(3)(a)(2) and (3)(b) as to
the rights of holders of
Registrant's common stock.
(4)(b)(1) Form of Indenture among Incorporated by
RIHF, as issuer, RIH, as reference to Exhibit
guarantor, and State Street 4.04 to registrant=s
Bank and Trust Company of Form S-4 Registration
Connecticut, National Statement in File No.
Association, as trustee, 33-50733.
with respect to RIHF 11%
Mortgage Notes due 2003.
(4)(b)(2) Form of Mortgage between RIH Incorporated by
and Street Bank and Trust reference to Exhibit
Company of Connecticut, 4.22 to registrant=s
National Association, Form S-4 Registration
securing Guaranty of RIHF Statement in File No.
Mortgage Notes. 33-50733.
(4)(b)(3) Form of Mortgage between RIH Incorporated by
and RIHF, securing RIH reference to Exhibit
Promissory Note. 4.23 to registrant=s
Form S-4 Registration
Statement in File No.
33-50733.
(4)(b)(4) Form of Assignment of Incorporated by
Agreements made by RIHF, as reference to Exhibit
Assignor, to State Street 4.24 to registrant's
Bank and Trust Company of Form S-4 Registration
Connecticut, National Statement in File No.
Association, as Assignee, 33-50733.
regarding RIH Promissory
Note.
(4)(b)(5) Form of Assignment of Leases Incorporated by
and Rents made by RIH, as reference to Exhibit
Assignor, to RIHF, as 4.25 to registrant=s
Assignee, regarding RIH Form S-4 Registration
Promissory Note. Statement in File No.
33-50733.
(4)(b)(6) Form of Assignment of Leases Incorporated by
and Rents made by RIH, as reference to Exhibit
Assignor, to State Street 4.26 to registrant=s
Bank and Trust Company of Form S-4 Registration
Connecticut, National Statement in File No.
Association, as Assignee, 33-50733.
regarding Guaranty of RIHF
Mortgage Notes.
(4)(b)(7) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to State 4.28 to registrant=s
Street Bank and Trust Form S-4 Registration
Company of Connecticut, Statement in File No.
National Association, as 33-50733.
Assignee, regarding Guaranty
of RIHF Mortgage Notes.
(4)(b)(8) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to RIHF, 4.34 to registrant's
as Assignee, regarding RIH Form S-4 Registration
Promissory Note. Statement in File No.
33-50733.
(4)(b)(9) Form of Amended and Restated Incorporated by
$125,000,000 RIH Promissory reference to Exhibit A
Note. to Exhibit (4)(b)(1)
hereto.
(4)(b)(10) Form of First Supplemental Incorporated by
Indenture dated as of March reference to Exhibit
5, 1997, among RIHF, as 4.34 to registrant's
issuer, RIH, as guarantor, Form S-4 Statement in
and State Street Bank and File No. 33-50733.
Trust Company of
Connecticut, National
Association, as trustee,
with respect to RIHF 11%
Mortgage Notes due 2003.
(4)(c)(1) Form of Indenture between Incorporated by
RIHF, as issuer, RIH, as reference to Exhibit
guarantor, and U.S. Trust 4.05 to registrant's
Company of California, N.A., Form S-4 Registration
as trustee, with respect to Statement in File No.
RIHF 11.375% Junior Mortgage 33-50733.
Notes due 2004.
(4)(c)(2) Form of Mortgage between RIH Incorporated by
and U.S. Trust Company of reference to Exhibit
California, N.A., securing 4.29 to registrant's
Guaranty of RIHF Junior Form S-4 Registration
Mortgage Notes. Statement in File No.
33-50733.
(4)(c)(3) Form of Mortgage between RIH Incorporated by
and RIHF, securing RIH reference to Exhibit
Junior Promissory Note. 4.30 to registrant's
Form S-4 Registration
Statement in File No.
33-50733.
(4)(c)(4) Form of Assignment of Incorporated by
Agreements made by RIHF, as reference to Exhibit
Assignor, to U.S. Trust 4.31 to registrant's
Company of California, N.A., Form S-4 Registration
as Assignee, regarding RIH Statement in File No.
Junior Promissory Note. 33-50733.
(4)(c)(5) Form of Assignment of Leases Incorporated by
and Rents made by RIH, as reference to Exhibit
Assignor, to RIHF, as 4.32 to registrant's
Assignee, regarding RIH Form S-4 Registration
Junior Promissory Note. Statement in File No.
33-50733.
(4)(c)(6) Form of Assignment of Leases Incorporated by
and Rents made by RIH, as reference to Exhibit
Assignor, to U.S. Trust 4.33 to registrant's
Company of California, N.A., Form S-4 Registration
as Assignee, regarding Statement in File No.
Guaranty of RIHF Junior 33-50733.
Mortgage Notes.
(4)(c)(7) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to U.S. 4.35 to registrant's
Trust Company of California, Form S-4 Registration
N.A., as Assignee, regarding Statement in File No.
the Guaranty of the RIHF 33-50733.
Junior Mortgage Notes.
(4)(c)(8) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to RIHF, 4.27 to registrant's
as Assignee, regarding RIH Form S-4 Registration
Junior Promissory Note. Statement in File No.
33-50733.
(4)(c)(9) Form of Amended and Restated Incorporated by
$35,000,000 RIH Junior reference to Exhibit A
Promissory Note. to Exhibit (4)(c)(1)
hereto.
(4)(c)(10) Form of First Supplemental Incorporated by
Indenture dated as of March reference to Exhibit
5, 1997, between RIHF, as (4)(c)(10) to
issuer, RIH, as guarantor, Registrant's Form 10-K
and U.S. Trust Company of Annual Report for the
California, N.A., as fiscal year ended
trustee, with respect to December 31, 1996, in
RIHF 11.375% Junior Mortgage File No. 1-4748.
Notes due 2004.
(4)(d) Indenture dated as of Incorporated by
September 14, 1990, between reference to Exhibit
the registrant and The Bank (4)(b) to registrant's
of New York, as trustee, Form 10-Q Quarterly
with respect to registrant's Report for the quarter
First Mortgage Non-Recourse ended September 30,
Pass-Through Notes due June 1990, in File No.
30, 2000, with Exhibits as 1-4748.
executed.
(4)(e)(1) Form of Purchase Agreement Incorporated by
for $200,000,000 principal reference to Exhibit
amount of 9% Senior (4)(e)(1) to
Subordinated Notes due 2007 Registrant's Form 10-K
dated March 5, 1997, among Annual Report for the
SIHL and SINA, as issuers, fiscal year ended
Bear, Stearns & Co. Inc., December 31, 1996, in
Societe Generale Securities File No. 1-4748.
Corporation and Scotia
Capital Markets (USA) Inc.,
as purchasers, and various
subsidiaries of SIHL,
including RIH and GGRI, as
guarantors.
(4)(e)(2) Form of Indenture dated as Incorporated.by
of March 10, 1997, between reference to Exhibit
SIHL and SINA, as issuers, (4)(e)(2) to
various subsidiaries of Registrant's Form 10-K
SIHL, including RIH and Annual Report for the
GGRI, as guarantors, and The fiscal year ended
Bank of New York, as December 31, 1996, in
trustee, with respect to File No. 1-4748.
$200,000,000 principal
amount of 9% Senior
Subordinated Notes due 2007,
and exhibits thereto.
(4)(e)(3) Form of Registration Rights Incorporated by
Agreement dated as of March reference to Exhibit
5, 1997, by and among SIHL (4)(e)(3) to
and SINA, as issuers, Registrant's Form 10-K
various subsidiaries of Annual Report for the
SIHL, including RIH and fiscal year ended
GGRI, as guarantors, and December 31, 1996, in
Bear, Stearns & Co. Inc., File No. 1-4748.
Societe Generale Securities
Corporation and Scotia
Capital Markets (USA) Inc.,
as purchasers.
(4)(e)(4) Form of Inter-Borrower Incorporated by
Agreement dated as of March reference to Exhibit
10, 1997, between SIHL and (4)(e)(4) to
SINA. Registrant's Form 10-K
Annual Report for the
fiscal year ended
December 31, 1996, in
File No. 1-4748.
(10)(a)(1) Lease Agreement, dated Incorporated by
October 26, 1983, between reference to Exhibit
the registrant and Ocean (10)(c)(i) to
Showboat, Inc. registrant's Form 10-K
Annual Report for the
fiscal year ended
December 31, 1986, in
File No. 1-4748.
(10)(a)(2) First Amendment, dated Incorporated by
January 15, 1985, to Lease reference to Exhibit
Agreement, dated October 26, (10)(a)(2) to
1983, between the registrant registrant's Form 10-K
and Atlantic City Showboat, Annual Report for the
Inc. (assignee from fiscal year ended
affiliate - Ocean Showboat, December 31, 1995, in
Inc.). File No. 1-4748.
(10)(a)(3) Second and Third Amendments, Incorporated by
dated July 5 and October 28, reference to Exhibit
1985, respectively, to Lease (10)(c)(iii) to
Agreement, dated October 26, registrant's Form 10-K
1983, between the registrant Annual Report for the
and Atlantic City Showboat, fiscal year ended
Inc. December 31, 1985, in
File No. 1-4748.
(10)(a)(4) Restated Third Amendment, Incorporated by
dated August 28, 1986, to reference to Exhibit
Lease Agreement, dated (10)(c)(iv) to
October 26, 1983, between registrant's Form 10-K
the registrant and Atlantic Annual Report for the
City Showboat, Inc. fiscal year ended
December 31, 1986, in
File No. 1-4748.
(10)(a)(5) Fourth Amendment, dated Incorporated by
December 16, 1986, to Lease reference to Exhibit
Agreement, dated October 26, (10)(c)(v) to
1983, between the registrant registrant's Form 10-K
and Atlantic City Showboat, Annual Report for the
Inc. fiscal year ended
December 31, 1986, in
File No. 1-4748.
(10)(a)(6) Fifth Amendment, dated Incorporated by
February 1987, to Lease reference to Exhibit
Agreement, dated October 26, (10)(c)(vi) to
1983, between the registrant registrant's Form 10-K
and Atlantic City Showboat, Annual Report for the
Inc. fiscal year ended
December 31, 1986, in
File No. 1-4748.
(10)(a)(7) Sixth Amendment, dated March Incorporated by
13, 1987, to Lease reference to Exhibit
Agreement, dated October 26, (10)(c)(vii) to
1983, between the registrant registrant's Form 10-K
and Atlantic City Showboat, Annual Report for the
Inc. fiscal year ended
December 31, 1986, in
File No. 1-4748.
(10)(a)(8) Seventh Amendment, dated Incorporated by
October 18, 1988, to Lease reference to Exhibit
Agreement, dated October 26, (10)(c)(viii) to
1983, between the registrant registrant's Form 10-K
and Atlantic City Showboat, Annual Report for the
Inc. fiscal year ended
December 31, 1988, in
File No. 1-4748.
(10)(b)(1) SINA Executive Health Plan. Incorporated by
reference to Exhibit
(10)(c)(1) to
registrant's Form 10-K
Annual Report for the
fiscal year ended
December 31, 1992, in
File No. 1-4748.
(10)(b)(2) Resorts Retirement Savings Incorporated by
Plan. reference to Exhibit
(10)(c)(2) to
registrant's Form 10-K
Annual Report for the
fiscal year ended
December 31, 1991, in
File No. 1-4748.
(10)(c)(1) Employment Agreement, dated Incorporated by
May 3, 1991, between SINA reference to Exhibit
and Matthew B. Kearney. (10)(d)(3) to
registrant's Form 10-K
Annual Report for the
fiscal year ended
December 31, 1991, in
File No. 1-4748.
(10)(c)(2) Amendment to Employment Incorporated by
Agreement, dated December 3, reference to Exhibit
1992, between SINA and 10.24 to registrant's
Matthew B. Kearney. Form S-4 Registration
Statement in File No.
33-50733.
(10)(c)(3) Second Amendment to Incorporated by
Employment Agreement, dated reference to Exhibit
September 24, 1993, between 10.25 to registrant's
SINA and Matthew B. Form S-4 Registration
Kearney. Statement in File No.
33-50733.
(10)(d) Non-Competition and Incorporated by
Confidentiality Agreement reference to Exhibit
dated December 16, 1996, (10)(c)(2) to
among SINA, SIHL and Thomas Registrant's Form 10-K
E. Gallagher. Annual Report for the
fiscal year ended
December 31, 1996, in
File No. 1-4748.
(10)(e)(1) License and Services Incorporated by
Agreement, dated as of reference to Exhibit
September 17, 1992, among 10.34(a) to registrant's
Griffin Group, SINA and RIH. Form S-4 Registration
Statement in File No.
33-50733.
(10)(e)(2) Form of Amendment to License Incorporated by
and Services Agreement, reference to Exhibit
dated as of September 17, 10.34(b) to registrant's
1992, among Griffin Group, Form S-4 Registration
SINA and RIH. Statement in File No.
33-50733.
(10)(e)(3) Form of License and Services Incorporated by
Agreement among Griffin reference to Annex VI to
Group, SINA and RIH. registrant's Definitive
Proxy Statement dated
November 1, 1996 on
Schedule 14A in File No.1-4748.
(10)(f) Litigation Trust Agreement, Incorporated by
dated as of September 17, reference to Exhibit
1990, among SINA, Resorts 1.46 to Exhibit 35 to
International Financing, the Form 8 Amendment
Inc., Griffin Resorts dated November 16, 1990,
Holding Inc. and Griffin to registrant's Form 8-K
Resorts Inc. (now GGRI, Current Report dated
Inc.). August 30, 1990, in File
No. 1-4748
(10)(g) Form of Intercreditor Incorporated by
Agreement by and among RIHF, reference to Exhibit
RIH, SINA, GGRI, Inc., State 10.64 to registrant's
Street Bank and Trust Form S-4 Registration
Company of Connecticut, Statement in File No.
National Association, U.S. 33-50733.
Trust Company of California,
N.A. and any lenders which
provide additional
facilities.
(10)(h) Form of Nominee Agreement Incorporated by
between RIHF and RIH. reference to Exhibit
10.57 to Form S-1
Registration Statement
in File No. 33-53371.
(10)(i) Amended and Restated Incorporated by
Partnership Agreement of reference to Exhibit
Trading Cove Associates 10.7 of Registration
dated as of August 29, 1995, Statement No. 33-80477
among Sun Cove Limited, RJH of the Registrant on
Development Corp., Leisure Form F-3.
Resort Technology, Inc.,
Slavik Suites, Inc. and LMW
Investments, Inc.
(27)(a) Financial data schedule. Filed herewith.
(27)(b) Restated financial data Filed herewith.
schedule for the year ended
12/31/96.
<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-K FOR THE YEAR ENDED DECEMBER 31, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> $50,814<F1>
<SECURITIES> 0
<RECEIVABLES> $7,317
<ALLOWANCES> $3,074
<INVENTORY> $1,730
<CURRENT-ASSETS> $63,196
<PP&E> $222,482
<DEPRECIATION> $11,630
<TOTAL-ASSETS> $595,204
<CURRENT-LIABILITIES> $46,959
<BONDS> $311,258<F2>
<COMMON> $0
0
0
<OTHER-SE> $190,987
<TOTAL-LIABILITY-AND-EQUITY> $595,204
<SALES> 0
<TOTAL-REVENUES> $297,633
<CGS> 0
<TOTAL-COSTS> $220,775
<OTHER-EXPENSES> $14,372<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $27,726
<INCOME-PRETAX> $5,276
<INCOME-TAX> $(4,340)
<INCOME-CONTINUING> $936
<DISCONTINUED> 0
<EXTRAORDINARY> $(2,957)
<CHANGES> 0
<NET-INCOME> $(2,021)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $32,508 AND RESTRICTED CASH
EQUIVALENTS OF $3,902.
<F2>NET OF UNAMORTIZED (DISCOUNTS) PREMIUMS.
<F3>INCLUDES DEPRECIATION EXPENSE OF $11,705 AND AMORTIZATION OF $2,667.
</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-K FOR THE YEAR ENDED DECEMBER 31, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> $33,805<F1>
<SECURITIES> 0
<RECEIVABLES> $8,251
<ALLOWANCES> $3,758
<INVENTORY> $1,194
<CURRENT-ASSETS> $44,522
<PP&E> $210,961
<DEPRECIATION> 0
<TOTAL-ASSETS> $552,848
<CURRENT-LIABILITIES> $52,305
<BONDS> $261,543<F2>
<COMMON> $0
0
0
<OTHER-SE> $193,000
<TOTAL-LIABILITY-AND-EQUITY> $552,848
<SALES> 0
<TOTAL-REVENUES> $291,945<F3>
<CGS> 0
<TOTAL-COSTS> $220,414<F3>
<OTHER-EXPENSES> $12,386<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $28,873
<INCOME-PRETAX> $263
<INCOME-TAX> 0
<INCOME-CONTINUING> $263
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $263
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $11,926 AND RESTRICTED CASH
EQUIVALENTS OF $4,538.
<F2>INCLUDING UNAMORTIZED PREMIUMS.
<F3>CERTAIN RECLASSIFICATIONS HAVE BEEN MADE TO THE 1996 BALANCES TO CONFORM
WITH CURRENT YEAR PRESENTATION.
<F4>DEPRECIATION EXPENSE.
</FN>
</TABLE>
