SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
November 17, 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 5 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
237,304
======================================================
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH
======================================================
9. SOLE DISPOSITIVE POWER
237,304
======================================================
10. SHARED DISPOSITIVE POWER
0
===============================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,304
===============================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
===============================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
===============================================================================
14. TYPE OF REPORTING PERSON
BD
===============================================================================
Page 2 of 5 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 8. SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH 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 5 Pages
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Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment") amends the statement on Schedule 13D
filed by the Reporting Persons with the Commission on June 2, 1997 as amended by
Amendment No. 1 filed by the Reporting Persons with the Commission on July 5,
1997 (together, 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 3, Item 4 and Item 5 of the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
CRT used working capital to acquire shares of Common Stock as follows:
Trade Date Settlement Date Number of Shares Cost Per Share Total Cost
- ---------- --------------- ---------------- -------------- ----------
7/14/97 7/17/97 5,000 $.25 $1,250.00
7/16/97 7/21/97 6,850 .25 1,712.50
10/21/97 10/24/97 10,000 .28 2,800.00
10/31/97 11/5/97 15,000 .25 3,750.00
11/17/97 11/20/97 8,454 .25 2,113.50
No part of the purchase price in any 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 set forth in Item 3 in the
over-the-counter market in the ordinary course of business for investment
purposes. 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. However, the Reporting Persons reserve the right to change their
intentions in the future.
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
Commission. According to Resort, as of November 14, 1997, there were 4,156,000
shares of Common Stock issued and outstanding.
(b) As of the date hereof, CRT beneficially owns 237,304 shares (5.7%)
of Common Stock and is deemed to have sole power to vote or direct the vote of
and to dispose of or direct the disposition of all such 237,304 shares of Common
Stock.
Page 4 of 5 Pages
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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 of or direct the disposition of all such 29,147 shares of
Common Stock.
As a group, the Reporting Persons beneficially own 266,451 shares
(6.4%) 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, since November 17, 1997 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.
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: January 26, 1998
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 5 Pages
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