SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RESORT INCOME INVESTORS, INC.
-----------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
761165109
(CUSIP Number of Class of Securities)
John Levin
c/o Credit Research & Trading LLC
One Fawcett Place
Greenwich, Connecticut 06830
(203) 629-6456
---------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
May 22, 1997
----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3)
or (4), check the following box: |_|
(Continued on following pages)
Page 1 of 7 Pages
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SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 761165109
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Research & Trading LLC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
192,000
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
192,000
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
BD
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Page 2 of 7 Pages
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SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 761165109
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Levin
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
29,147
NUMBER OF
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH -----------------------------------------------------
9. SOLE DISPOSITIVE POWER
29,147
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,147
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
Page 3 of 7 Pages
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Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule 13D
("Statement") relates is the common stock, par value $0.01 per share (the
"Common Stock"), of Resort Income Investors, Inc., a Delaware corporation
("Resort"), which has its principal executive offices at 150 South Wacker Drive,
Suite 2900, Chicago, IL 60606.
Item 2. Identity and Background.
This Statement is being filed jointly by Credit Research & Trading LLC
("CRT") and John Levin (together the "Reporting Persons").
Name: CRT
State of Organization: Connecticut
Principal Business: Broker/Dealer in Securities
Principal Address: One Fawcett Place
Greenwich, CT 06830
CRT has the following Managing Members:
Name: Jeremy J. E. Bloomer
Address: 309 Hollow Tree Ridge Road
Darien, CT 06820
Occupation: Managing Member and Partner of CRT
Citizenship: United States of America
Name: Stephen P. Colman
Address: 6 Ridgeway Road
Larchmont, NY 10538
Occupation: Managing Member and Partner of CRT
Citizenship: United States of America
Name: James E. Kjorlien
Address: 540 West Road
New Canaan, CT 06840
Occupation: Managing Member and Partner of CRT
Citizenship: United States of America
Name: C. Michael Vaughn
Address: 13 Rocky Point Road
Rowayton, CT 06853
Occupation: Managing Member and Partner of CRT
Citizenship: United States of America
Name: J. Christopher Young
Address: 13 Tokeneke Trail
Darien, CT 06820
Occupation: Managing Member and Partner of CRT
Citizenship: United States of America
Page 4 of 7 Pages
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Name: John Levin
Address: 249 Chestnut Hill Road
Norwalk, CT 06851
Occupation: Senior Research Analyst and Principal of CRT
Citizenship: United States of America
During the last five years none of the persons described on
this Item 2 has been convicted in a criminal proceeding. None of such persons
is, and during the past five years none has been, subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
CRT used working capital in the amount of $57,498.22 to
acquire 221,147 shares of Common Stock at $.26 per share on trade date May 22,
1997 for settlement on May 28, 1997. John Levin used personal funds in the
amount of $7,578.22 to acquire 29,147 shares of Common Stock from CRT at $.26
per share on trade date June 2, 1997 for settlement on June 5, 1997. No part of
the purchase price in either transaction was represented by funds or other
consideration specially borrowed or otherwise specifically obtained for the
purpose of acquiring, holding, trading or voting the securities.
Item 4. Purpose of Transaction.
CRT acquired the Common Stock of Resort in the
over-the-counter market in the ordinary course of business for investment
purposes. John Levin acquired the Common Stock of Resort from CRT in a privately
negotiated transaction. The Reporting Persons may seek to pursue courses of
action which they believe would maximize the value of Resort for the Benefit of
Resort's shareholders. Such courses of action may include seeking the
resignation or removal of certain directors from Resort's Board of Directors and
seeking the election or appointment of qualified independent directors to
Resort's Board of Directors. In this regard, due in part to the below named
persons having served as directors of Resort and as Chairman and a member,
respectively, of Resort's Audit Committee during and prior to June 1995, the
Reporting Persons believe a conflict of interest may exist which may inhibit
such persons' ability to serve as fiduciaries on behalf of Resort shareholders.
Therefore, the Reporting Persons presently do not intend to vote their proxies
in favor of John R. Young, Chairman of the Board of Directors, Chief Executive
Officer, President and Chief Financial Officer of Resort, and Daniel D. Lane,
Director, Secretary, Treasurer and Chief Accounting Officer of Resort. However,
the Reporting Persons reserve the right to change their intentions in the
future.
Page 5 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
(a) The number of shares of Common Stock issued and
outstanding and the percentage calculations resulting therefrom in this Item 5
are based on information contained in Resort's most recently available filing
with the Securities and Exchange Commission. According to Resort, as of May 14,
1997, there were 4,156,000 shares of Common Stock issued and outstanding.
(b) As of the date hereof, CRT beneficially owns 192,000
shares (4.6%) of Common Stock and is deemed to have sole power to vote or direct
the vote of and to dispose or direct the disposition of all such 192,000 shares
of Common Stock.
As of the date hereof, John Levin beneficially owns 29,147
shares (0.7%) of Common Stock and is deemed to have sole power to vote or direct
the vote of and to dispose or direct the disposition of all such 29,147 shares
of Common Stock.
As a group, the Reporting Persons beneficially own 221,147
shares (5.3%) of Common Stock. However, each Reporting Person hereby disclaims
that it has any beneficial interest in the securities owned by any other entity.
(c) Except as set forth above, there have been no other
transactions involving the Common Stock by the Reporting Persons.
(d) Except as set forth above, no other person is known to
have the right to receive or the power to direct the receipt of dividends for,
or the proceeds from the sale of Common Stock.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
CRT purchased 221,147 shares of Common Stock with any and all
voting rights for Resort's Annual Meeting of shareholders currently scheduled
for June 25, 1997. CRT sold 29,147 shares of Common Stock to John Levin with any
and all voting rights for Resort's Annual Meeting of shareholders. Except to the
extent described herein, none of the persons identified in Item 2 is a party to
any contract, arrangement, understanding or relationship with respect to any
securities of Resort.
Item 7. Material to be Filed as Exhibits.
None.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of each Reporting Person, each such person or entity certifies that the
information set forth in this Statement is true, complete and correct and agrees
that this Statement is filed on behalf of each of them.
Dated: June 2, 1997
CREDIT RESEARCH & TRADING LLC
By: /s/ J. Christopher Young
----------------------------
J. Christopher Young
Managing Director and Partner
By: /s/ John Levin
-----------------------------
J. Levin
Page 7 of 7 Pages
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