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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21, 1995
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Resort Income Investors, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-10084 36-3593298
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(State of or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
One Norwest Center, 1700 Lincoln, 49th Floor, Denver, Colorado 80203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 863-2400
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Capitalized terms not otherwise defined herein shall have the same
meaning as in the prospectus of Resort Income Investors, Inc. (the "Company")
dated October 24, 1988 (the "Prospectus").
On April 21, 1995, the Company made a loan to Hemmeter Enterprises,
Inc. ("HEI"), an affiliate of the Investment Manager, in the amount of
$1,000,000, bearing interest at the rate of 12% per annum, payable quarterly in
arrears, and due on demand (the "HEI Investment"). HEI, either directly or
through affiliated entities, develops, owns and operates gaming and related
entertainment facilities. The proceeds of the HEI Investment were utilized by
HEI for working capital purposes of HEI and its affiliates and was secured by
the guaranty of Christopher B. Hemmeter.
On May 2, 1995, the Board of Directors of the Company agreed to a
further modification of its loan to Mr. Hemmeter (the "Hemmeter Investment")
to provide for an additional $1,000,000 (the "Second Additional Principal")
thereby increasing the principal amount of the Hemmeter Investment to
$15,000,000. The Second Additional Principal bears interest at the rate of
23%, 10% of which is payable upon the maturity, June 30, 1995, or earlier
prepayment of the Second Additional Principal. Mr. Hemmeter is current on his
interest payments to the Company on the Hemmeter Investment.
On May 15, 1995, the Company made a senior bank facility available to
HEI in the amount of $4,000,000 (the "HEI Senior Credit Facility"). On such
date, the Company funded $2,000,000 of the HEI Senior Credit Facility, bearing
interest at the rate of 12%, payable quarterly in arrears, and due on September
30, 1995. One million dollars of the funds drawn by HEI under the HEI Senior
Credit Facility was utilized to retire the HEI Investment. The other
$1,000,000 is being utilized by HEI and certain of its affiliates for working
capital purposes. The HEI Senior Credit Facility is secured by a security
interest in and lien upon certain of HEI's real and personal property currently
collateralizing HEI's senior secured pay-in-kind notes due 2000 in the original
principal amount of $140 million issued in December 1993, and a junior lien on
Canadian Pavilion, a wharf-front property on the Mississippi River in downtown
New Orleans. Canadian Pavilion is part of the International Pavilion which was
erected as an exhibition hall for the 1984 World's Fair. In November 1991, the
Company made a loan to Canadian Pavilion Limited Partnership (the "Canadian
Pavilion Borrower") in the amount of $2,600,000. The Canadian Pavilion
Borrower received an updated appraisal of Canadian Pavilion reflecting an
estimated market value, as of June 6, 1995, of $4,000,000. Any additional
fundings of the HEI Senior Credit Facility will require the approval of the
independent members of the Company's Board of Directors. In addition to the
collateral described above, Mr. Hemmeter is also guaranteeing the HEI Senior
Credit Facility.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RESORT INCOME INVESTORS, INC.
(Registrant)
DATE: June 12, 1995 By: /s/ Mark Hemmeter
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Name: Mark Hemmeter
Title: Director, Executive Vice President,
Secretary, Treasurer, Chief Financial
Officer and Chief Accounting Officer
