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): December 16, 1996
RESORTS INTERNATIONAL HOTEL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 33-50733-02 21-0423320
(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
1133 Boardwalk
Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code: (609) 344-6000
Total No. of Pages 3
1<PAGE>
Item 1. Changes in Control of Registrant
Resorts International Hotel, Inc. is a wholly owned
subsidiary of Griffin Gaming & Entertainment, Inc. ("GGE"). On
December 16, 1996, GGE became a wholly owned subsidiary of Sun
International Hotels Limited ("SIHL") when Sun Merger Corp., a
wholly owned subsidiary of SIHL, through a stock-for-stock
merger, was merged with and into GGE (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"), which was described in and filed as exhibits
to previous filings by GGE with the Securities and Exchange
Commission. The Merger Agreement was adopted by GGE's
shareholders at a Special Meeting held on December 10, 1996.
SIHL has filed an application for a plenary casino license
(the "Plenary License") with the New Jersey Casino Control
Commission (the "CCC"). On October 30, 1996, SIHL received an
interim casino authorization ("ICA") from the CCC and the CCC
approved the terms of an ICA trust document and the selection of
an ICA trustee. Pending final determination by the CCC with
respect to SIHL's qualification for a Plenary License, all shares
of common stock of GGE are held in a "stand by" trust (the "ICA
Trust"). If SIHL receives a Plenary License, the ICA Trust will
be terminated and the shares of GGE's common stock will revert to
SIHL. If the CCC determines that there is reasonable cause to
believe that SIHL should not be granted a Plenary License, the
ICA Trust would be activated and the ICA trustee would take
control of GGE pending a final determination by the CCC with
respect to SIHL's application for a Plenary License. In the
event SIHL's application for a Plenary License were denied, the
ICA trustee would be obligated to dispose of GGE's common stock
and SIHL would be entitled to receive the lesser of (i) the fair
market value or (ii) the price paid by SIHL for the securities.
2<PAGE>
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.
RESORTS INTERNATIONAL HOTEL, INC.
(Registrant)
/s/ Matthew B. Kearney
Matthew B. Kearney
Executive Vice President
(Authorized Officer of
Registrant and Chief
Financial Officer)
Date: December 16, 1996
3<PAGE>
