RESORTS INT'L &lt;RT.A> RECEIVES TAKEOVER OFFER

  Resorts International Inc
  said it received a proposal from &lt;KSZ Co Inc> under which
  holders of Resorts class B stock would receive 140 dlrs a share
  in cash and one share of common stock in a new company to be
  formed through the takeover.
      Under the offer, Resorts said holders of its class A shares
  would receive 15 dlrs a share in cash and three shares of
  common stock in the new company.
      Resorts said the offer from KSZ calls for a merger of
  Resorts with RI Acquisition Co Inc, a newly formed Delaware
  corporation.
      Resorts said that prior to the merger, RI Acquisition would
  be capitalized with about 100 mln dlrs of debt and about 220
  mln dlrs of equity.
      It said 200 mln dlrs of the equity would be in the form of
  special preferred stock.
      The KSZ offer, Resorts said, indicates that KSZ has a
  commitment from &lt;M. Davies Cos> to buy all of the special
  preferred stock.
      Resorts said the offer will expire at 1700 EST on March 27.
  It said it asked its investment advisor, Bear, Stearns and Co,
  to advise its board on the offer.
      Earlier this month, the estate of James M. Crosby and
  certian members of his family agreed to sell their class B
  shares to New York real estate tycoon Donald Trump for 135 dlrs
  a share. The estate and family members hold 78 pct of the
  752,297 class B shares outstanding.
      Trump also agreed to pay 135 dlrs a share for the remaining
  class B shares outstanding.
      Resorts also has about 5,680,000 shares of outstanding
  class A stock. These shares carry one one-hundredth the voting
  power of the class B shares.
      Trump's offer beat out a rival bid of 135 dlrs a share made
  by Pratt Hotel Corp &lt;PRAT>.
      Resorts said that under the proposal made by KSZ, existing
  class A and class B shareholders would control about 96 pct of
  the outstanding common of the new company formed to acquire
  Resorts.
      Resorts said the new company, upon completion of the
  merger, would hold the 220 mln dlrs of debt and that the
  special preferred stock would immediately be converted into
  exchangeable participating preferred of the new company.
      This preferred, Resorts said, would pay a dividend based on
  the net cash flows from the new company's Paradise Island
  operations.
      A Resorts spokesman said the KSZ offer was made in a
  two-page letter and that Resorts could not comment on it
  because it did not contain enough information. Resorts has
  asked Bear, Sterns to obtain complete data, he said.
      The spokesman said Resorts is not familiar with KSZ but
  that it believes the company is controlled by Marvin Davis, the
  Denver oilman.
      Calls to Davis were referred to Lee Solters, who handles
  public relations for Davis. Solters, said to be travelling, was
  not immediately available for comment.
      Donald Trump was also unavailable for comment, as was a
  spokesman for the Crosby estate.
  

