ITEM 1. BUSINESS
(a) General Development of Business
Resorts International Hotel Financing, Inc. ("RIHF") was incorporated under the laws of the State of Delaware in 1993. RIHF is a wholly owned financing subsidiary of Sun International North America, Inc., ("SINA"). SINA was known as Resorts International, Inc. until June 30, 1995, and as Griffin Gaming & Entertainment, Inc. from June 30, 1995 until February 6, 1997. "SINA" is used herein to refer to that corporation for all periods. On December 16, 1996, SINA became a wholly-owned subsidiary of Sun International Hotels Limited ("SIHL"), a corporation organized and existing under the laws of the Commonwealth of The Bahamas, through a merger transaction (the "Merger") approved by shareholders of SINA.
Merger
As a result of the Merger and pursuant to an accounting practice know as "push-down" accounting, as of December 31, 1996, RIHF's assets and liabilities were adjusted to their estimated fair values. See Note 2 of Notes to Financial Statements for further discussion of this accounting treatment.
1997 Tender Offer
Prior to the Merger, RIHF had publically outstanding $125 million principal amount of 11% Mortgage Notes due 2003 (the "Mortgage Notes") and $35 million principal amount of 11.375% Junior Mortgage Notes due 2004 (the "Junior Mortgage Notes"). In connection with the Mortgage Notes and the Junior Mortgage Notes, RIHF held two notes receivable from Resorts International Hotel, Inc. ("RIH"), the indirect subsidiary of SINA which owns and operates Resorts Casino Hotel in Atlantic City, New Jersey. The $125 million note receivable from RIH (the "RIH Promissory Note") and the $35 million note receivable from RIH (the "RIH Junior Promissory Note," and together with the RIH Promissory Note, the "RIH Notes") had terms which mirrored the terms of the Mortgage Notes and the Junior Mortgage Notes, respectively.
In February 1997, RIHF offered (the "Offer") to purchase its outstanding Mortgage Notes and Junior Mortgage Notes. In connection with the Offer, RIHF sought the consent of the holders (the "Consents") to amend the relevant indentures to, among other things, release the collateral for the Mortgage Notes and Junior Mortgage Notes. Pursuant to the Offer, RIHF acquired $119.6 million principal amount of Mortgage Notes and $21 million principal amount of Junior Mortgage Notes, for a total purchase price (including payments relating to the Consents) of $153.7 million. There remains outstanding $5.4 million principal amount of Mortgage Notes and $1.1 million principal amount of Junior Mortgage Notes, which, as a result of the amendments to the indentures, are now unsecured obligations of RIHF. The remaining Junior Mortgage Notes continue to trade as part of units (the "Units") consisting of $1,000 principal amount of Junior Mortgage Notes and .1928 of an ordinary share of SIHL.
RIH transferred to RIHF (i) funds needed to purchase the Mortgage Notes and Junior Mortgage Notes tendered to RIHF pursuant to the Offer and (ii) $12.9 million Junior Mortgage Notes owned by RIH (see Note 3 of Notes to Financial Statements). In exchange for this, the RIH Notes were canceled and RIH issued new promissory notes (the "New RIH Notes") to RIHF in the amounts of, and with terms that mirror, the remaining Mortgage Notes and Junior Mortgage Notes.
As a result of the consummation of the Offer, RIHF, upon approval of the Securities and Exchange Commission (the "SEC") and under the rule of the American Stock Exchange (the "AMEX"), will no longer be required to list the Mortgage Notes and the Junior Mortgage Notes on the AMEX. On February 26, 1998, RIHF and SIHL filed with the SEC an Application for Withdrawal From Listing of Securities Pursuant to Section 12(d) of the Securities Exchange Act of 1934. RIHF anticipates receiving SEC approval to delist the Mortgage Notes and Junior Mortgage Notes in April 1998 after which time the delisting will take place. Thereafter, RIHF will no longer have any securities registered under the US Securities laws and will no longer be required to file periodic reports with the SEC.
(b) Financial Information about Industry Segments
RIHF operates in one business segment.
(c) Narrative Description of Business
RIHF has had no activity other than the financing activity described in "(a) General Development of Business" above since its inception.
Restrictions on Ownership of Equity and Debt Securities
The casino industry in Atlantic City is strictly regulated under the New Jersey Casino Control Act and regulations promulgated thereunder (the "Casino Control Act"). The Casino Control Act authorizes the establishment of casinos in Atlantic City, provides for licensing, regulation and taxation of casinos and created the New Jersey Casino Control Commission (the "Casino Control Commission") and the Division of Gaming Enforcement to administer the Casino Control Act. Because of the relationship of RIH, a casino licensee, to the Mortgage Notes and the Junior Mortgage Notes, the holders of the Mortgage Notes and the Junior Mortgage Notes may be required to qualify under the Casino Control Act as financial sources of RIH. Also, the Casino Control Act imposes certain restrictions upon the ownership of securities issued by a corporation which holds a casino license or is a holding, intermediary or subsidiary company of a corporate licensee (collectively, "holding company"). The restrictions imposed by the Casino Control Act are more stringent for equity securities than for debt securities. Because the outstanding Junior Mortgage Notes are traded as part of Units along with fractions of Ordinary Shares issued by SIHL (see Note 3 of Notes to Financial Statements), for purposes of the Casino Control Act, these securities are analyzed as both debt and equity securities.
If the Casino Control Commission finds that an individual owner or holder of these securities must be qualified and is not qualified under the Casino Control Act, the Casino Control Commission has the right to propose any necessary remedial action and may require divestiture of the securities held by any disqualified holder. In the event that entities or persons required to be qualified refuse or fail to qualify and fail to divest themselves of such securities, the Casino Control Commission has the right to take any necessary action, including the revocation or suspension of the casino license. If any security holder of the licensee or its holding company or affiliate who is required to be qualified is found disqualified, it will be unlawful for the security holder to (i) receive any dividends or interest upon any such securities, (ii) exercise, directly or through any trustee or nominee, any right conferred by such securities or (iii) receive any remuneration in any form from the corporate licensee for services rendered or otherwise.
(d) Financial Information about Foreign and Domestic Operations and Export Sales
RIHF has no foreign operations or export sales.
ITEM 2.
ITEM 2. PROPERTIES
RIHF does not own or lease any real property or tangible personal property.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The disclosure required by Item 4 has been omitted pursuant to General Instruction I of Form 10-K.
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
RIHF has one share of common stock outstanding which is owned by SINA. Accordingly, there is no current market for RIHF's common stock.
No dividends have been declared on RIHF common stock since RIHF's incorporation.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The disclosure required by Item 6 has been omitted pursuant to General Instruction I of Form 10-K.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
RIHF was formed for the purpose of issuing the $125 million principal amount of Mortgage Notes and the $35 million principal amount of Junior Mortgage Notes.
See "1997 Tender Offer" under "ITEM 1. BUSINESS - (a) General Development of Business" for discussion of the Offer pursuant to which RIHF's debt was significantly reduced in early 1997 and the RIH Notes were replaced by the New RIH Notes.
RESULTS OF OPERATIONS
Because the terms of the New RIH Notes were written to mirror the terms of the remaining outstanding Mortgage Notes and the Junior Mortgage Notes, RIHF has affiliated interest income equal to the interest expense and amortization of premiums on its public debt. It is not anticipated that RIHF will have any operations or activities other than those related to the securities described above and certain similar financing activities.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RIHF's financial statements are presented on the following pages:
Page Reference
Report of Independent Public Accountants 8
Balance Sheets at December 31, 1997 and 1996 10
Statements of Operations for the years ended December 31, 1997, 1996 and 1995 11
Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995 12
Notes to Financial Statements 13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Resorts International Hotel Financing, Inc.:
We have audited the accompanying balance sheet of Resorts International Hotel Financing, Inc. (a Delaware corporation) as of December 31, 1997, and the related statements of operations and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Resorts International Hotel Financing, Inc. as of December 31, 1997, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Roseland, New Jersey February 9, 1998
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Shareholder Resorts International Hotel Financing, Inc.
We have audited the accompanying consolidated balance sheet of Resorts International Hotel Financing, Inc. as of December 31, 1996 (post-acquisition basis). We have also audited the accompanying statements of operations and cash flows for each of the two years in the period ended December 31, 1996 (pre-acquisition basis). Resorts International Hotel Financing, Inc. is an indirect wholly owned subsidiary of Sun International Hotels Limited. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Resorts International Hotel Financing, Inc. at December 31, 1996 (post- acquisition basis), and the results of its operations and its cash flows for each of the two years in the period ended December 31, 1996 (pre- acquisition basis), in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania February 14, 1997
RESORTS INTERNATIONAL HOTEL FINANCING, INC. BALANCE SHEETS (In Thousands of Dollars, except par value)
December 31, 1997 1996
Assets
Current assets - interest receivable from affiliate $ 183 $ 4,244
Notes receivable from affiliate, net of unamortized premiums 6,794 155,927
$ 6,977 $160,171
Liabilities and Shareholder's Equity
Current liabilities - accrued interest payable $ 183 $ 4,244
Long-term debt, net of unamortized premiums 6,794 155,927
Shareholder's equity - common stock $.01 par value - 1 share outstanding
$ 6,977 $160,171
See Notes to Financial Statements.
RESORTS INTERNATIONAL HOTEL FINANCING, INC. STATEMENTS OF OPERATIONS (In Thousands of Dollars)
For the Year Ended December 31, 1997 1996 1995
(Successor) (Predecessor) Revenues: Affiliated interest income $ 3,791 $16,535 $16,619 Amortization of (premiums) discounts on affiliated notes receivable (204) 1,527 1,452 3,587 18,062 18,071
Expenses: Interest expense 3,791 16,535 16,619 Amortization of debt (premiums) discounts (204) 1,527 1,452 3,587 18,062 18,071
Net earnings $ -0- $ -0- $ -0-
See Notes to Financial Statements.
RESORTS INTERNATIONAL HOTEL FINANCING, INC. STATEMENTS OF CASH FLOWS (In Thousands of Dollars)
For the Year Ended December 31, 1997 1996 1995
(Successor) (Predecessor) Cash flows from operating activities: Interest received $ 7,852 $ 16,535 $ 16,488 Interest paid (7,852) (16,535) (16,488)
Net cash provided by operating activities -0- -0- -0-
Net increase in cash and cash equivalents -0- -0- -0-
Cash and cash equivalents at beginning of period -0- -0- -0-
Cash and cash equivalents at end of period $ -0- $ -0- $ -0-
See Notes to Financial Statements.
RESORTS INTERNATIONAL HOTEL FINANCING, INC. NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND OPERATIONS
Resorts International Hotel Financing, Inc. ("RIHF") was incorporated under the laws of the State of Delaware in June 1993. RIHF is a wholly-owned financing subsidiary of Sun International North America, Inc. ("SINA"). SINA was known as Resorts International, Inc. until June 30, 1995, and as Griffin Gaming & Entertainment, Inc. from June 30, 1995 until February 6, 1997. "SINA" is used herein to refer to that corporation for all periods. RIHF is authorized to issue 1,000 shares of common stock with a par value of $.01 per share. One share was issued to SINA for $10 in October 1993.
NOTE 2 - MERGER AND BASIS OF ACCOUNTING
On December 16, 1996 (the "Effective Date"), SINA became a wholly owned subsidiary of Sun International Hotels Limited ("SIHL"), a corporation organized under the laws of the Commonwealth of The Bahamas, through a merger transaction (the "Merger") approved by shareholders of SINA.
The Merger was accounted for as a purchase and, according to an accounting practice known as "push-down" accounting, RIHF adjusted its assets and liabilities to their estimated fair values. In doing so, both its notes receivable from an affiliate and its long-term debt were written up by $27.6 million to market value as of the Effective Date. Because the impact of the basis adjustments on RIHF's statement of operations for the period between the Effective Date and December 31, 1996 was immaterial, RIHF recorded the basis adjustments as of December 31, 1996. The impact on RIHF's operations is reflected in its statements of operations commencing January 1, 1997.
NOTE 3 - NOTES RECEIVABLE FROM AFFILIATE AND LONG-TERM DEBT
The components of long-term debt at December 31 were as follows:
(In Thousands of Dollars) 1997 1996
Mortgage Notes $5,354 $125,000 Unamortized premium 285 7,500 5,639 132,500
Junior Mortgage Notes 1,095 35,000 Less notes held by RIH - (12,899) 1,095 22,101 Unamortized premium 60 1,326 1,155 23,427
$6,794 $158,244
Prior to the Merger, RIHF had publically outstanding $125 million principal amount of 11% Mortgage Notes due 2003 (the "Mortgage Notes") and $35 million principal amount of 11.375% Junior Mortgage Notes due 2004 (the "Junior Mortgage Notes"). In connection with the Mortgage Notes and the Junior Mortgage Notes, RIHF held two notes receivable from Resorts International Hotel, Inc. ("RIH"), the indirect subsidiary of SINA which owns and operates Resorts Casino Hotel in Atlantic City, New Jersey. Pursuant to the terms of the Merger, each $1,000 principal amount of Junior Mortgage Notes trades as part of a unit (the "Units") along with .1928 ordinary share of SIHL. The $125 million note receivable from RIH (the "RIH Promissory Note") and the $35 million note receivable from RIH (the "RIH Junior Promissory Note," and together with the RIH Promissory Note, the "RIH Notes") had terms which mirrored the terms of the Mortgage Notes and the Junior Mortgage Notes, respectively.
In February 1997, RIHF mailed to each holder of its Mortgage Notes and Junior Mortgage Notes an Offer to Purchase and Consent Solicitation Statement offering to purchase for cash (the "Offer") the outstanding Mortgage Notes and Junior Mortgage Notes and soliciting consents (the "Solicitation") for amending the indentures pursuant to which those securities were issued (the "Indentures") to, among other things, release the collateral for the Mortgage Notes and the Junior Mortgage Notes. This collateral consisted of liens on certain real and personal property in Atlantic City. The aggregate purchase price for acquiring the tendered securities, excluding accrued interest, totaled $153.7 million. $5.4 million principal amount of Mortgage Notes and $1.1 million principal amount of Junior Mortgage Notes were not validly tendered and, therefore, not purchased pursuant to the Offer. These securities remain outstanding as unsecured obligations. The remaining Junior Mortgage Notes continue to trade as part of Units.
RIH transferred to RIHF (i) funds needed to purchase the Mortgage Notes and Junior Mortgage Notes tendered to RIHF pursuant to the Offer and (ii) $12.9 million Junior Mortgage Notes owned by RIH. In exchange for this, the RIH Notes were canceled and RIH issued new promissory notes (the "New RIH Notes") to RIHF in the amounts of, and with terms that mirror, the remaining Mortgage Notes and Junior Mortgage Notes.
Due to the interest rates and terms thereof, the carrying values of the notes receivable from affiliate and long-term debt at December 31, 1997 and 1996 approximate their fair values.
No principal payments are due on the Mortgage Notes or the Junior Mortgage Notes during the next five years.
NOTE 4 - STATEMENTS OF CASH FLOWS
Supplemental disclosures required by Statement of Financial Accounting Standards No. 95, "Statement of Cash Flows," are presented below.
(In Thousands of Dollars) 1997 1996 1995
Reconciliation of net earnings to net cash provided by operating activities: Net earnings $ -0- $ -0- $ -0- Amortization of debt discounts (premiums) (204) 1,527 1,452 Amortization of (discounts) premiums on affiliated notes receivable 204 (1,527) (1,452) Net (increase) decrease in interest receivable from affiliate 4,061 (131) Net increase (decrease)in accrued interest payable (4,061) 131
Net cash provided by operating activities $ -0- $ -0- $ -0-
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The following Items have been omitted pursuant to General Instruction I of Form 10-K: ITEM 10.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report
1. The financial statement index required herein is incorporated by reference to "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA."
2. No financial statement schedules are included herein. Financial statement schedules have been omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto.
3. The following exhibits are filed herewith or incorporated by reference:
Exhibit Numbers Exhibit
(3)(a) Certificate of Incorporation of RIHF. (Incorporated by reference to Exhibit 3.07 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(3)(b) By-Laws of RIHF. (Incorporated by reference to Exhibit 3.08 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(a) See Exhibits (3)(a) and (3)(b) as to the rights of holders of registrant's common stock.
(4)(b)(1) Form of Indenture among RIHF, as issuer, RIH, as guarantor, and State Street Bank and Trust Company of Connecticut, National Association, as trustee, with respect to RIHF 11% Mortgage Notes due 2003. (Incorporated by reference to Exhibit 4.04 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(b)(2) Form of Mortgage between RIH and State Street Bank and Trust Company of Connecticut, National Association, securing Guaranty of RIHF Mortgage Notes. (Incorporated by reference to Exhibit 4.22 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(b)(3) Form of Mortgage between RIH and RIHF, securing RIH Promissory Note. (Incorporated by reference to Exhibit 4.23 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(b)(4) Form of Assignment of Agreements made by RIHF, as Assignor, to State Street Bank and Trust Company of Connecticut, National Association, as Assignee, regarding RIH Promissory Note. (Incorporated by reference to Exhibit 4.24 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(b)(5) Form of Assignment of Leases and Rents made by RIH, as Assignor, to RIHF, as Assignee, regarding RIH Promissory Note. (Incorporated by reference to Exhibit 4.25 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(b)(6) Form of Assignment of Leases and Rents made by RIH, as Assignor, to State Street Bank and Trust Company of Connecticut, National Association, as Assignee, regarding Guaranty of RIHF Mortgage Notes. (Incorporated by reference to Exhibit 4.26 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(b)(7) Form of Assignment of Operating Assets made by RIH, as Assignor, to State Street Bank and Trust Company of Connecticut, National Association, as Assignee, regarding Guaranty of RIHF Mortgage Notes. (Incorporated by reference to Exhibit 4.28 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(b)(8) Form of Assignment of Operating Assets made by RIH, as Assignor, to RIHF, as Assignee, regarding RIH Promissory Note. (Incorporated by reference to Exhibit 4.34 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(b)(9) Form of Amended and Restated $125,000,000 RIH Promissory Note. (Incorporated by reference to Exhibit A to Exhibit (4)(b)(1) hereto.)
(4)(b)(10) Form of First Supplemental Indenture dated as of March 5, 1997, among RIHF, as issuer, RIH, as guarantor, and State Street Bank and Trust Company of Connecticut, National Association, as trustee, with respect to RIHF 11% Mortgage Notes due 2003. (Incorporated by reference to Exhibit (4)(b)(10) to SINA's Form 10-K for the year ended December 31, 1996 in File No. 1-4748.)
(4)(c)(1) Form of Indenture between RIHF, as issuer, RIH, as guarantor, and U.S. Trust Company of California, N.A., as trustee, with respect to RIHF 11.375% Junior Mortgage Notes due 2004. (Incorporated by reference to Exhibit 4.05 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(2) Form of Mortgage between RIH and U.S. Trust Company of California, N.A., securing Guaranty of RIHF Junior Mortgage Notes. (Incorporated by reference to Exhibit 4.29 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(3) Form of Mortgage between RIH and RIHF, securing RIH Junior Promissory Note. (Incorporated by reference to Exhibit 4.30 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(4) Form of Assignment of Agreements made by RIHF, as Assignor, to U.S. Trust Company of California, N.A., as Assignee, regarding RIH Junior Promissory Note. (Incorporated by reference to Exhibit 4.31 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(5) Form of Assignment of Leases and Rents made by RIH, as Assignor, to RIHF, as Assignee, regarding RIH Junior Promissory Note. (Incorporated by reference to Exhibit 4.32 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(6) Form of Assignment of Leases and Rents made by RIH, as Assignor, to U.S. Trust Company of California, N.A., as Assignee, regarding Guaranty of RIHF Junior Mortgage Notes. (Incorporated by reference to Exhibit 4.33 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(7) Form of Assignment of Operating Assets made by RIH, as Assignor, to U.S. Trust Company of California, N.A., as Assignee, regarding the Guaranty of the RIHF Junior Mortgage Notes. (Incorporated by reference to Exhibit 4.35 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(8) Form of Assignment of Operating Assets made by RIH, as Assignor, to RIHF, as Assignee, regarding RIH Junior Promissory Note. (Incorporated by reference to Exhibit 4.27 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(4)(c)(9) Form of Amended and Restated $35,000,000 RIH Junior Promissory Note. (Incorporated by reference to Exhibit A to Exhibit (4)(c)(1) hereto.)
(4)(c)(10) Form of First Supplemental Indenture dated as of March 5, 1997, between RIHF, as issuer, RIH, as guarantor, and U.S. Trust Company of California, N.A., as trustee, with respect to RIHF 11.375% Junior Mortgage Notes due 2004. (Incorporated by reference to Exhibit (4)(c)(10) to SINA's Form 10-K for the year ended December 31, 1996 in File No. 1-4748.)
(10)(a) Form of Intercreditor Agreement by and among RIHF, RIH, SINA, GGRI, Inc., State Street Bank and Trust Company of Connecticut, National Association, U.S. Trust Company of California, N.A. and any lenders which provide additional facilities. (Incorporated by reference to Exhibit 10.64 to registrant's Form S-4 Registration Statement in File No. 33-50733.)
(10)(b) Form of Nominee Agreement between RIHF and RIH. (Incorporated by reference to Exhibit 10.57 to Form S-1 Registration Statement in File No. 33-53371.)
(27) Financial data schedule.
Registrant agrees to file with the Securities and Exchange Commission, upon request, copies of any instrument defining the rights of the holders of its long-term debt.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed during the fourth quarter of 1997. No amendments to previously filed Forms 8-K were filed during the fourth quarter of 1997.
(c) Exhibits Required by Item 601 of Regulation S-K
The exhibits listed in Item 14(a)3. of this report, and not incorporated by reference to a separate file, follow "SIGNATURES."
(d) Financial Statement Schedules Required by Regulation S-X
No financial statement schedules are included herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 FINANCING, INC. (Registrant)
Date: March 31, 1998 By /s/ John R. Allison President (Authorized Officer of Registrant and Chief Financial Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By /s/ Howard B. Kerzner March 31, 1998 Howard B. Kerzner Director
By /s/ Charles D. Adamo March 31, 1998 Charles D. Adamo Director
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year ended December 31, 1997
EXHIBIT INDEX
Exhibit Reference to previous Number Exhibit filing or this Form 10-K
(3)(a) Certificate of Incorporated by Incorporation of RIHF. reference to Exhibit 3.07 to registrant's Form S-4 Registration Statement in File No. 33-50733.
(3)(b) By-Laws of RIHF. Incorporated by reference to Exhibit 3.08 to registrant's Form S-4 Registration Statement in File No. 33-50733.
(4)(a) See Exhibits (3)(a) and (3)(b) as to the rights of holders of registrant's common stock.
(4)(b)(1) Form of Indenture among Incorporated by RIHF, as issuer, RIH, as reference to Exhibit guarantor, and State 4.04 to registrant's Street Bank and Trust Form S-4 Registration Company of Connecticut, Statement in File No. National Association, as 33-50733. trustee, with respect to RIHF 11% Mortgage Notes due 2003.
(4)(b)(2) Form of Mortgage between Incorporated by RIH and State Street reference to Exhibit Bank and Trust Company 4.22 to registrant's of Connecticut, National Form S-4 Registration Association, securing Statement in File No. Guaranty of RIHF 33-50733. Mortgage Notes.
(4)(b)(3) Form of Mortgage between Incorporated by RIH and RIHF, securing reference to Exhibit RIH Promissory Note. 4.23 to registrant's Form S-4 Registration Statement in File No. 33-50733.
(4)(b)(4) Form of Assignment of Incorporated by Agreements made by RIHF, reference to Exhibit as Assignor, to State 4.24 to registrant's Street Bank and Trust Form S-4 Registration Company of Connecticut, Statement in File No. National Association, as 33-50733. Assignee, regarding RIH Promissory Note.
(4)(b)(5) Form of Assignment of Incorporated by Leases and Rents made by reference to Exhibit RIH, as Assignor, to 4.25 to registrant's RIHF, as Assignee, Form S-4 Registration regarding RIH Promissory Statement in File No. Note. 33-50733.
(4)(b)(6) Form of Assignment of Incorporated by Leases and Rents made by reference to Exhibit RIH, as Assignor, to 4.26 to registrant's State Street Bank and Form S-4 Registration Trust Company of Statement in File No. Connecticut, National 33-50733. Association, as Assignee, regarding Guaranty of RIHF Mortgage Notes.
(4)(b)(7) Form of Assignment of Incorporated by Operating Assets made by reference to Exhibit RIH, as Assignor, to 4.28 to registrant's State Street Bank and Form S-4 Registration Trust Company of Statement in File No. Connecticut, National 33-50733. Association, as Assignee, regarding Guaranty of RIHF Mortgage Notes.
(4)(b)(8) Form of Assignment of Incorporated by Operating Assets made by reference to Exhibit RIH, as Assignor, to 4.34 to registrant's RIHF, as Assignee, Form S-4 Registration regarding RIH Promissory Statement in File No. Note. 33-50733.
(4)(b)(9) Form of Amended and Incorporated by Restated $125,000,000 reference to Exhibit A RIH Promissory Note. to Exhibit (4)(b)(1) hereto.
(4)(b)(10) Form of First Incorporated by Supplemental Indenture reference to Exhibit dated as of March 5, (4)(b)(10) to SINA's 1997, among RIHF, as Form 10-K for the year issuer, RIH, as ended December 31, 1996 guarantor, and State in File No. 1-4748. Street Bank and Trust Company of Connecticut, National Association, as trustee, with respect to RIHF 11% Mortgage Notes due 2003.
(4)(c)(1) Form of Indenture Incorporated by between RIHF, as issuer, reference to Exhibit RIH, as guarantor, and 4.05 to registrant's U.S. Trust Company of Form S-4 Registration California, N.A., as Statement in File No. trustee, with respect to 33-50733. RIHF 11.375% Junior Mortgage Notes due 2004.
(4)(c)(2) Form of Mortgage between Incorporated by RIH and U.S. Trust reference to Exhibit Company of California, 4.29 to registrant's N.A., securing Guaranty Form S-4 Registration of RIHF Junior Mortgage Statement in File No. Notes. 33-50733.
(4)(c)(3) Form of Mortgage between Incorporated by RIH and RIHF, securing reference to Exhibit RIH Junior Promissory 4.30 to registrant's Note. Form S-4 Registration Statement in File No. 33-50733.
(4)(c)(4) Form of Assignment of Incorporated by Agreements made by RIHF, reference to Exhibit as Assignor, to U.S. 4.31 to registrant's Trust Company of Form S-4 Registration California, N.A., as Statement in File No. Assignee, regarding RIH 33-50733. Junior Promissory Note.
(4)(c)(5) Form of Assignment of Incorporated by Leases and Rents made by reference to Exhibit RIH, as Assignor, to 4.32 to registrant's RIHF, as Assignee, Form S-4 Registration regarding RIH Junior Statement in File No. Promissory Note. 33-50733.
(4)(c)(6) Form of Assignment of Incorporated by Leases and Rents made by reference to Exhibit RIH, as Assignor, to 4.33 to registrant's U.S. Trust Company of Form S-4 Registration California, N.A., as Statement in File No. Assignee, regarding 33-50733. Guaranty of RIHF Junior Mortgage Notes.
(4)(c)(7) Form of Assignment of Incorporated by Operating Assets made by reference to Exhibit RIH, as Assignor, to 4.35 to registrant's U.S. Trust Company of Form S-4 Registration California, N.A., as Statement in File No. Assignee, regarding the 33-50733. Guaranty of the RIHF Junior Mortgage Notes.
(4)(c)(8) Form of Assignment of Incorporated by Operating Assets made by reference to Exhibit RIH, as Assignor, to 4.27 to registrant's RIHF, as Assignee, Form S-4 Registration regarding RIH Junior Statement in File No. Promissory Note. 33-50733.
(4)(c)(9) Form of Amended and Incorporated by Restated $35,000,000 RIH reference to Exhibit A Junior Promissory Note. to Exhibit (4)(c)(1) hereto.
(4)(c)(10) Form of First Incorporated by Supplemental Indenture reference to Exhibit dated as of March 5, (4)(c)(10) to SINA's 1997, between RIHF, as Form 10-K for the year issuer, RIH, as ended December 31, 1996 guarantor, and U.S. in File No. 1-4748. Trust Company of California, N.A., as trustee, with respect to RIHF 11.375% Junior Mortgage Notes due 2004.
(10)(a) Form of Intercreditor Incorporated by Agreement by and among reference to Exhibit RIHF, RIH, SINA, GGRI, 10.64 to registrant's Inc., State Street Bank Form S-4 Registration and Trust Company of Statement in File No. Connecticut, National 33-50733. Association, U.S. Trust Company of California, N.A. and any lenders which provide additional facilities.
(10)(b) Form of Nominee Incorporated by Agreement between RIHF reference to Exhibit and RIH. 10.57 to Form S-1 Registration Statement in File No. 33-53371.
(27) Financial data schedule. Filed herewith.