SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
June 25, 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)
Exhibit Index Appears on Page 6
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) |X|
(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
================================================================================
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) |X|
(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 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------
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.
This Amendment No. 1 ("Amendment") amends the statement on Schedule 13D
filed by the Reporting Persons with the Commission on June 2, 1997 (the
"Statement") with respect to shares of 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. This Amendment supplements and, to the extent
inconsistent therewith, amends only the information set forth in Item 4 of the
Statement.
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. At Resort's annual stockholder meeting held on June 25,
1997, the Reporting Persons presented the letter attached hereto as Exhibit A
and incorporated by reference herein. In addition, the Reporting Persons may
seek to pursue further courses of action which they believe would maximize the
value of Resort for the benefit of Resort's shareholders. However, the Reporting
Persons reserve the right to change their intentions in the future.
Item 7. Material to be Filed as Exhibits.
Exhibit A Letter dated June 25, 1997 from the Reporting
Persons to the Board of Directors and Shareholders of
Resort.
Page 4 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 Amendment is true, complete and correct and agrees
that this Amendment is filed on behalf of each of them.
Dated: July 3, 1997
CREDIT RESEARCH & TRADING LLC
By: /s/ J. Christopher Young
---------------------------------
J. Christopher Young
Managing Director and Partner
By: /s/ John Levin
---------------------------------
John Levin
Page 5 of 7 Pages
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Exhibit Index
Page No.
Exhibit A Letter dated June 25, 1997 7
from the Reporting Person to
the Board of Directors and
Shareholders of Resort.
Page 6 of 7 Pages
<PAGE>
CREDIT RESEARCH & TRADING LLC Exhibit A
One Fawcett Place o Greenwich, CT 06830
Tel: 203-629-6400 o Fax: 203-629-6499
June 25, 1997
To the Board of Directors and Shareholders
of Resort Income Investors, Inc.
Chicago, Illinois
As noticed in a Schedule 13D filed jointly by Credit Research & Trading LLC and
John Levin (together the "CRT Shareholders") on May 22, 1997, the CRT
Shareholders own 221,147 shares of the Common Stock of Resort Income Investors,
Inc. ("RII" or the "Company"). The CRT Shareholders, as a group, are the largest
shareholder of the Company. By their presence on this date at the Company's
Annual Meeting of Stockholders the CRT Shareholders request and demand the
following:
1. The immediate resignation of John R. Young and Daniel D. Lane as both
officers and directors of the Company. During 1994 and 1995 both of
these individuals served on the Company's Audit Committee and as
Independent Directors and approved or were responsible for approving
loans made by the Company under circumstances and terms which were
harmful to the Company and its shareholders and which resulted in
disgorgement of the Company's assets for unfair and inadequate
consideration. In addition, during 1994 and 1995 these individuals
approved or were responsible for approving the publicly reported
financial statements of the Company which contained material
misstatements of facts and/or material omissions. These two individuals
have violated their fiduciary duty to the Company and its shareholders,
and their continued participation in the Company's affairs as its only
executive officers and as two of its three directors is contrary to the
best interests of the Company or its shareholders, and in addition,
serves as a hindrance for the Company obtaining the maximum possible
value for its investors through exploitation and liquidation of its
assets.
2. The immediate appointment, or, at the soonest possible time, the
election by the Company's shareholders, of two qualified individuals,
at least one of which shall be nominated by the CRT Shareholders, to
serve as Independent Directors of the Company.
3. Pursuit of claims by the Company against its pre-June, 1995 directors
and its auditor, Deloitte & Touche LLP, for damages to the Company
caused by their assisting the Company's officers in the preparation and
public reporting of Company financial statements which contained
material misstatements of facts and/or material omissions.
John Levin
Senior Vice President and Principal
Page 7 of 7 Pages
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