[Federal Register Volume 63, Number 60 (Monday, March 30, 1998)]
[Notices]
[Pages 15242-15243]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-8155]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION


Issuer Delisting; Notice of Application to Withdraw From Listing 
and Registration; (Resorts International Hotel Financing, Inc., 11% 
Mortgage Notes due September 15, 2003) File No. 1-9762 and (Resorts 
International Hotel Financing, Inc., and Sun International Hotels 
Limited, Units, Each Consisting of $1,000 Principal Amount of Resorts 
International Hotel Financing, Inc. 11.375% Junior Mortgage Notes Due 
December 15, 2004, and 0.1928 of one Ordinary Share of Sun 
International Hotels Limited, Par Value $0.001 per Share) File No. 1-
4226

March 23, 1998.
    Resorts International Hotel Financing, Inc. (``Resorts 
International'') and Sun International Hotels Limited (``Sun 
International'') (collectively the ``Companies'') have filed a joint 
application with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 12(d) of the Securities Exchange 
Act of 1934 (``Act'') and Rule 12d2-2(d) promulgated thereunder, to 
withdraw the above specified securities (``11% Mortgage Notes'' and 
``Units,'' collectively the ``Securities'') from listing and 
registration on the American Stock Exchange, Inc. (``Exchange'' or 
``Amex'').
    Resorts International issued $125 million principal amount of its 
11% Mortgage Notes and $35 million principal amount of its 11.375% 
Junior Mortgage Notes due December 15, 2004 (``Junior Notes''), each 
under an indenture dated May 3, 1994 (collectively, the 
``Indentures'').
    Under the Indentures, the payment of principal and interest on the 
11% Mortgage Notes and the Junior Notes is guaranteed by Resorts 
International Hotel, Inc. (``RIH'').
    The 11% Mortgage Notes trade independently on the Exchange and the 
Junior Notes trade as part of the Units, each consisting of $1,000 
principal amount of Junior Notes and 0.1928 of one Ordinary Share of 
Sun International, par value $0.001 per share.
    The reasons cited in the application for withdrawing the Securities 
from listing and registration include the following:
    (a) As a result of an Offer to Purchase and Consent Solicitation 
made by Resorts International in February, 1997, approximately $5.35 
million in 11% Mortgage Notes and approximately 1,094 Units (consisting 
of $1.09 million in Junior Notes) remained outstanding as of February 
23, 1998.
    (b) As of February 23, 1998, there were only 63 registered holders 
of the 11% Mortgage Notes and 23 registered holders of the Units.
    (c) According to the Companies, the Securities are very thinly 
traded on the Exchange, if traded on the Exchange at all. The Companies 
believe it is unlikely that the Securities will become actively traded 
in the future.
    (d) In light of the limited trading volume in the Securities on the 
Exchange, the costs and expenses attendant on maintaining the listings 
of the Securities are not justified.
    (e) Subsequent to the delisting of its Securities and the filing of 
a Form 15, Resorts International will no longer be subject to reporting 
requirements under the Act because the number of holders of its 
Securities is limited. In addition, Resorts International has no other 
publicly traded debt or equity securities.
    (f) The Companies are not obligated under the Indentures or any 
other document to maintain the listing of the Securities on the Amex or 
any other exchange.
    (g) In its letter dated December 5, 1997, Bear, Stearns & Co. 
represented that it would act as a market maker for the Securities upon 
the delisting of the Securities from the Exchange.
    The Companies have represented that they complied with Amex Rule 18 
by filing with the Exchange certified copies of the resolutions adopted 
by their respective Boards of Directors authorizing the withdrawal of 
the Securities from listing and registration

[[Page 15243]]

on the Exchange, and by setting forth in detail to the Exchange the 
reasons and facts supporting the proposed withdrawal. Furthermore, at 
the request of the Exchange and pursuant to Amex Rule 18(2)(b), the 
Companies provided notice of their intent to file this application to 
holders of the Securities by way of letter dated January 6, 1998.
    In its letter dated December 16, 1997, the Exchange informed the 
Companies that it would not object to the withdrawal of the Securities 
from listing and registration on the Exchange.
    Following the filing of the Form 15 in respect of the Securities, 
the Companies have represented that they will undertake to provide 
holders of the Securities with audited annual consolidated financial 
statements and other relevant information pertaining to RIH. The 
Companies will also undertake to provide holders of the Securities with 
notice of any event that materially affects the rights, interests and 
priority of such holders or the trustees under the Indentures.
    Any interested person may, on or before April 13, 1998, submit by 
letter to the Secretary of the Securities and Exchange Commission, 450 
Fifth Street, N.W., Washington, D.C. 20549, facts bearing upon whether 
the application has been made in accordance with the rules of the 
Exchange and what terms, if any, should be imposed by the Commission 
for the protection of investors. The Commission, based on the 
information submitted to it, will issue an order granting the 
application after the date mentioned above, unless the Commission 
determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 98-8155 Filed 3-27-98; 8:45 am]
BILLING CODE 8010-01-M