SUN INTERNATIONAL HOTELS LTD
6-K, 2000-10-31
MISCELLANEOUS AMUSEMENT & RECREATION
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                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

               REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 or
                 15d-16 under the securities exchange act of 1934


For the month of October 2000


                        SUN INTERNATIONAL HOTELS LIMITED
                (Translation of registrant's name into English)

                   Coral Towers, Paradise Island, The Bahamas
                   (address of principal executive offices)



Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F.

Form 20-F     X               Form 40-F
         -----------                     ------------


Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                       No       X
     -----------              ----------

If "yes" is marked,  indicate below this file number  assigned to the registrant
in connection with Rule 12g-3-2(b): N/A




                                   Page 1 of 9
                           Exhibit Index is on Page 3



<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.





Date:    October 31, 2000





                        SUN INTERNATIONAL HOTELS LIMITED





                        By:  /s/Charles D. Adamo
                        -----------------------------------------------------
                        Name: Charles D. Adamo
                        Title: Executive Vice President
                        Corporate Development & General Counsel


<PAGE>


9

                                  EXHIBIT LIST




Exhibit           Description                                Sequential Page No.
-------           -----------                                -------------------

1.                Press Release dated October 31, 2000               4


<PAGE>



Sun International





FROM:    Sun International
         The Bahamas
         Contact: John Allison
         Tel: 1.242.363.6016


FOR IMMEDIATE RELEASE


             SUN INTERNATIONAL ANNOUNCES THIRD QUARTER EARNINGS AND

DEFINITIVE AGREEMENT TO SELL RESORTS CASINO HOTEL

PARADISE  ISLAND,  The  Bahamas,  October  31, 2000 - Sun  International  Hotels
Limited  (NYSE:  SIH) reported net income for the third  quarter,  excluding the
effects of  pre-opening  costs and sales of real estate at its  Paradise  Island
operations,  of $9.2 million,  equal to the same period last year.  Earnings per
share for the period,  excluding  pre-opening  costs and real estate sales, were
$0.31 compared to $0.27 for the same period last year.

Including  pre-opening  costs and real estate sales,  the Company  generated net
income, for the third quarter of $12.4 million, compared to $4.9 million for the
same period last year. Earnings per share for the quarter were $0.42 compared to
$0.14, for the same period last year. The pre-opening costs in the third quarter
related to the  expansion of the  Company's  deluxe Ocean Club hotel on Paradise
Island,  while the pre-opening costs in the comparable quarter last year related
to the renovation of Resorts Casino Hotel in Atlantic City.

Growth in operating  earnings for the quarter was achieved  compared to the same
period last year, despite a lower comparative  contribution from the Mohegan Sun
Casino primarily due to the termination of the management  agreement between the
Mohegan Sun and Trading  Cove  Associates,  a  partnership  in which the Company
holds a 50% interest.  Interest  income  declined  during the quarter due to the
repayment in December 1999 by the Mohegan Tribe of $94.1 million of Subordinated
Notes held by the Company.  Growth in operating  earnings  was  attributable  to
increases from both the Paradise Island and Atlantic City operations.

<PAGE>



Paradise Island

The Company's  flagship  Paradise Island  operations  generated  EBITDA of $23.2
million,  a 13.7% increase over the same period last year.  Atlantis achieved an
average  occupancy of 84% for the quarter,  and recorded an average room rate of
$211, an increase of 8% over the same period last year.

The Ocean  Club,  the  Company's  59-room  boutique  hotel on  Paradise  Island,
achieved an average occupancy of 78% for the quarter at an average rate of $405,
which rate was similar to the same period in the prior year.  This was  achieved
despite the adverse effects of  construction  of additional  rooms and suites at
the property, which was completed during October 2000.

The  redevelopment  of the new Tom  Weiskopf  golf  course  and club is  nearing
completion  and it is  expected  that it will be open for play by the end of the
year in time for the PGA "Father and Son" golf tournament. During the quarter an
additional 8 luxury  homesites around the golf course were sold for net proceeds
of $7.7 million.  The Company has also recently  opened the expanded Ocean Club.
The extension to the hotel included the addition of 50 luxurious rooms including
10 deluxe suites,  as well as a new  beachfront  restaurant,  Dune,  operated by
well-known restauranteur Jean-Georges.

Atlantic City

Resorts  Atlantic  City  generated  EBITDA  of $11.5  million  for the  quarter,
compared to $9.3 million for the same period last year.  Gaming revenues for the
quarter of $69.1 million were approximately 8% ahead of the same quarter of last
year.

Table games  performed well during the quarter with table drop increasing by 26%
over 1998,  although drop was 9% below the previous  year which had  experienced
extremely  strong  volumes as a result of the  opening  events  surrounding  the
re-launch  of the  property in July 1999.  Slots  revenues  have begun to show a
reversal from the  significant  negative  trends  experienced in the prior three
quarters.  Management has made several  changes in this area including  offering
customers  a more  competitive  slot  product  as  well as  improvements  to the
property's  slots  club.  Slots win  decreased  by only  0.4%  from 1998  levels
compared  to the 18% and 5%  declines  experienced  during  the first and second
quarters, respectively.

During the  quarter,  the Atlantic  City gaming  market  showed  growth in total
gaming revenues of 4% over the previous year. Slot win for the quarter increased
by 5% over the same period last year.


<PAGE>



Connecticut

The Mohegan Sun Casino generated gross operating revenues of $219.8 million,  an
8% increase over the same period last year.  The Company's  share of Mohegan Sun
income was $5.0  million for the quarter  compared to $7.3  million in the prior
year.

Through  December 31,  1999,  the Mohegan Sun Casino was managed by Trading Cove
Associates.  In exchange for  relinquishing  its rights under its then  existing
agreements,  effective January 1, 2000, Trading Cove Associates began to receive
payments  of 5% of gross  revenues  of the  Mohegan  Sun.  These  relinquishment
payments are currently contributing less income than was previously earned under
the prior management  contracts.  However, the relinquishment  payments continue
for a period of 15 years, whereas the management contract was to expire in 2003.

The property is currently undergoing a significant  expansion which will include
115,000  additional  square feet of gaming space,  a 1,200-room  luxury hotel, a
100,000-square   foot  convention   center,  a  10,000-seat  events  center  and
additional retail and restaurant facilities.  This expansion is proceeding well.
It is  anticipated  that the new  casino  will open in the fall of 2001 with the
hotel opening in the spring of 2002. The  relinquishment  payments will be based
on gross revenues of the expanded Mohegan Sun Complex.

On December  30, 1999 the Mohegan  Tribe  repaid  $94.1  million of  outstanding
Subordinated Notes held by the Company.  These notes had been funded at the time
of the  construction  of the  facility  and were repaid in  connection  with the
termination of the management  contracts.  During the third quarter of 1999, the
Company earned interest income of $2.5 million on such notes.

Other Matters

The Company has entered into a definitive  agreement to sell its Resorts  Casino
Hotel  to an  affiliate  of  Colony  Capital  LLC for a  purchase  price of $140
million,  such purchase  price to accrue  interest at an annual rate of 6% until
closing.  In addition,  Colony has a two-year  option to acquire the undeveloped
real estate  adjacent to the Resorts  Casino  Hotel for a purchase  price of $40
million,  which option can be extended for an additional two years under certain
circumstances.  The sale is subject to certain customary  conditions,  including
approval by the New Jersey  Casino  Control  Commission,  and is also subject to
Colony receiving certain  financing in order to consummate the transaction.  The
parties expect to close the transaction early next year.







<PAGE>


Inquiries  should be directed to John Allison,  Executive Vice President - Chief
Financial Officer, of Sun International Hotels Limited at 1.242.363.6016

This press release contains forward-looking statements,  which are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These  forward-looking  statements  involve risks and  uncertainties  that
could  cause  actual  results  to  differ  materially  from the  forward-looking
statements.

(Condensed  Consolidated  Statements of Operations and Summary  Segment Data are
attached)

<PAGE>
<TABLE>

                                    Sun International Hotels Limited
                             Condensed Consolidated Statements of Operations
                             (In Thousands of Dollars Except Per Share Data)
                                               (Unaudited)


<CAPTION>
                                                        For the Three Months         For the Nine Months
                                                         Ended September 30,         Ended September 30,
                                                     -------------------------     -------------------------
                                                        2000            1999          2000            1999
                                                     ---------       ---------     ---------       ---------
<S>                                                  <C>             <C>           <C>            <C>
Revenues:
   Casino and resort revenues                        $ 186,736       $ 169,515     $ 585,999       $ 539,511
   Less: promotional allowances                        (11,721)        (12,762)      (40,466)        (37,977)
                                                     ---------       ---------     ---------       ---------
                                                       175,015         156,753       545,533         501,534
   Tour operations                                       8,058           7,611        23,984          21,584
   Management and other fees                             8,031          10,414        24,701          33,780
   Real estate related                                   9,413               -       105,504               -
   Insurance recovery                                        -           2,200             -           2,200
   Other                                                   773             729         2,231           2,141
                                                     ---------       ---------     ---------       ---------
                                                       201,290         177,707       701,953         561,239
                                                     ---------       ---------     ---------       ---------
Expenses:
   Casino and resort expenses                          114,581         107,685       342,995         321,347
   Tour operations                                       6,997           7,384        21,444          21,441
   Selling, general and administrative                  27,004          22,349        78,059          63,431
   Real estate related                                   4,845               -        30,739               -
   Corporate expenses                                    6,444           4,814        18,636          15,575
   Depreciation and amortization                        15,056          15,006        44,334          42,933
   Write-off of Desert Inn costs                             -               -        11,202               -
   Transactions costs                                        -               -         7,014               -
   Pre-opening expenses                                  1,397           4,335         2,087           5,398
                                                     ---------       ---------     ---------       ---------
                                                       176,324         161,573       556,510         470,125
                                                     ---------       ---------     ---------       ---------
Operating income                                        24,966          16,134       145,443          91,114

Other income and expenses:
   Interest income                                         826           3,068         2,798           9,494
   Interest expense, net of capitalization             (10,361)        (12,325)      (33,681)        (37,186)
   Equity in earnings (loss) of associated companies       753             365         1,767           1,700
   Other, net                                             (707)            159          (707)            865
                                                     ---------       ---------     ---------       ---------
Income before income taxes                              15,477           7,401       115,620          65,987
Provision for income taxes                              (3,103)         (2,528)       (5,436)         (7,477)
                                                     ---------       ---------     ---------       ---------
Net income                                            $ 12,374         $ 4,873     $ 110,184        $ 58,510
                                                     =========       =========     =========       =========
Diluted earnings per share                              $ 0.42          $ 0.14        $ 3.45          $ 1.71

Weighted average number of shares outstanding (1)       29,664          34,148        31,957          34,269

(1)   Includes the effect of outstanding stock options.
</TABLE>
<PAGE>
<TABLE>

                           Sun International Hotels Limited
                                Summary Segment Data
                                   (In Millions)
                                    (Unaudited)


<CAPTION>
                               For the Three Months         For the Nine Months
                                Ended September 30,          Ended September 30,
                              ---------------------        ---------------------
                                2000         1999            2000         1999
                              --------      -------        -------      --------
<S>                           <C>           <C>            <C>          <C>
Paradise Island Operations
     Gross revenues (1)       $ 104.3       $ 91.2         $ 366.9      $ 333.8
       Casino                    26.8         24.1           101.4        101.8
       Hotel (2)                 77.5         67.1           265.5        232.0

     EBITDA (3)                $ 23.2       $ 20.4         $ 107.4      $ 104.3

     Atlantis
       Occupancy rate              84%          79%             87%          84%
       Average room rate        $ 211        $ 196           $ 246        $ 213

Resorts Casino Hotel
     Gross revenues            $ 82.4       $ 78.4          $ 219.1     $ 205.8
       Casino                    69.1         63.8            182.6       168.7
       Hotel                     13.3         14.6             36.5        37.1

     EBITDA (4)                $ 11.5        $ 9.3           $ 20.7      $ 15.4
</TABLE>

(1)  The third quarter and first three quarters of 2000 exclude revenues of $9.4
     million  and $105.5  million,  respectively,  from Ocean Club  Estates  lot
     sales.
(2)  Excludes results of the Company's wholly owned tour operator.
(3)  The third  quarter and first three  quarters of 2000 exclude a gain of $4.6
     million and $74.8 million, respectively, from Ocean Club Estates lot sales;
     and  exclude   pre-opening  expense  of  $1.4  million  and  $2.1  million,
     respectively, of pre-opening expense.
(4)  The first  three  quarters  of 1999  excludes  pre-opening  expense of $5.4
     million.



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