-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TYnGM6zum8Hz1gtBcO+5K0WqTRk5QGMX/UzlaWWiJWkPC0Q95pITqsmPt5FUJlK1 kXCo0BCZIv5AxLVtcRgnog== 0000083394-97-000002.txt : 19970515 0000083394-97-000002.hdr.sgml : 19970515 ACCESSION NUMBER: 0000083394-97-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN INTERNATIONAL NORTH AMERICA INC CENTRAL INDEX KEY: 0000083394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 590763055 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04748 FILM NUMBER: 97603830 BUSINESS ADDRESS: STREET 1: 1415 EAST SUNRISE BLVD. CITY: FT. LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: (954) 713-2620 MAIL ADDRESS: STREET 1: 4651 SHERIDAN ST STREET 2: SUITE 355 CITY: HOLLYWOOD STATE: FL ZIP: 33021 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN GAMING & ENTERTAINMENT INC DATE OF NAME CHANGE: 19950810 FORMER COMPANY: FORMER CONFORMED NAME: RESORTS INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CARTER MARY PAINT CO DATE OF NAME CHANGE: 19680724 10-Q 1 Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-4748 Sun International North America, Inc. (Exact name of registrant as specified in its charter) Delaware 59-0763055 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1415 E. Sunrise Blvd., Ft. Lauderdale, FL 33304 (Address of principal executive offices) (Zip Code) (954) 713-2500 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No - continued - Exhibit Index is presented on page 17 Total number of pages 35 1 Number of shares outstanding of registrant's common stock as of March 31, 1997: 100, all of which are owned by one shareholder. Accordingly there is no current market for any of such shares. The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format permitted by that General Instruction. 2 SUN INTERNATIONAL NORTH AMERICA, INC. FORM 10-Q INDEX Page Number Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets at March 31, 1997 and December 31, 1996 4 Consolidated Statements of Operations for the Quarters Ended March 31, 1997 and 1996 5 Consolidated Statements of Cash Flows for the Quarters Ended March 31, 1997 and 1996 6 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Part II. Other Information Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 15 3 PART I. - FINANCIAL INFORMATION Item 1. Financial Statements SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars, except par value) March 31, December 31, 1997 1996 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 59,938 $ 29,267 Restricted cash equivalents 2,419 4,538 Receivables, less allowance for doubtful accounts of $3,587 and $3,758 7,909 7,468 Inventories 1,097 1,194 Prepaid expenses 2,235 2,055 Total current assets 73,598 44,522 Land held for investment, development or resale 155,093 185,769 Property and equipment, net of accumulated depreciation of $2,656 and $-0- 248,510 210,961 Deferred charges and other assets 18,407 12,673 Due from affiliates 2,185 Goodwill, net of amortization 98,305 98,923 $596,098 $552,848 LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Current maturities of long-term debt $ 651 $ 636 Accounts payable and accrued liabilities 50,393 51,669 Total current liabilities 51,044 52,305 Long-term debt, including unamortized premiums (discounts) 311,368 261,543 Deferred income taxes 43,957 46,000 Shareholder's equity: Common stock - $.01 par value Capital in excess of par 193,368 193,000 Accumulated deficit (3,639) Total shareholder's equity 189,729 193,000 $596,098 $552,848 4 SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands of Dollars) (Unaudited) Quarter Ended March 31, 1997 1996 Revenues: Casino and resort revenues $70,641 $69,648 Less promotional allowances (6,454) (5,639) 64,187 64,009 Tour operations 4,512 Real estate related 2,201 2,140 70,900 66,149 Expenses: Casino and resort expenses 50,099 50,772 Tour operations 4,182 Selling, general and administrative 8,242 9,946 Depreciation and amortization 3,302 2,965 65,825 63,683 Operating income 5,075 2,466 Other income and expenses: Interest income 630 769 Interest expense (6,537) (6,302) Amortization of debt premiums, discounts and issue costs 150 (1,046) Loss before extraordinary item (682) (4,113) Extraordinary item - loss on extinguishment of debt (net of income tax benefit of $2,043) (2,957) Net loss $(3,639) $(4,113) See Note A of Notes to Consolidated Financial Statements for a discussion of the Merger in December 1996 and the related change in basis of accounting. 5 SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of Dollars) (Unaudited) Quarter Ended March 31, 1997 1996 Cash flows from operating activities: Reconciliation of net loss to net cash used in operating activities: Net loss $ (3,639) $(4,113) Adjustments to reconcile net loss to net cash used in operating activities: Extraordinary loss on extinguishment of debt, net of income tax benefit 2,957 Depreciation and amortization 3,302 2,965 Amortization of debt premiums, discounts and issue costs (150) 1,046 Provision for doubtful receivables 178 165 Provision for discount on CRDA obligations, net of amortization 342 348 Changes in assets and liabilities, net of SIRI contribution: Net decrease in receivables 317 1,039 Net decrease in inventories, prepaid expenses and other assets 274 1,252 Net decrease in accounts payable and accrued liabilities (5,455) (6,455) Net cash used in operating activities (1,874) (3,753) - continued - 6 SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of Dollars) (Unaudited) - continued from preceding page - Quarter Ended March 31, 1997 1996 Cash flows from investing activities: Payments for land held for investment, development or resale (7,633) Payments for property and equipment (700) (892) CRDA deposits and bond purchases (730) (768) Advances to affiliates (32) Net cash used in investing activities (9,095) (1,660) Cash flows from financing activities: Proceeds of borrowings 199,084 Payments to secure borrowings (4,479) Purchase of long-term debt pursuant to Offer (153,712) Payments of Merger costs (2,378) SIRI cash and equivalents at date of contribution 1,159 Repayments of non-public debt (153) (142) Net cash provided by (used in) financing activities 39,521 (142) Net increase (decrease) in cash and cash equivalents 28,552 (5,555) Cash and cash equivalents at beginning of period 33,805 55,572 Cash and cash equivalents at end of period $ 62,357 $50,017 7 SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. General: The accompanying consolidated interim financial statements, which are unaudited, include the operations of Sun International North America, Inc. ("SINA") and its subsidiaries. SINA was known as Griffin Gaming & Entertainment, Inc. until February 6, 1997. "SINA" is used herein to refer to the corporation both before and after its name change. The term "Company" as used herein includes SINA and/or one or more of its subsidiaries, as the context may require. On December 16, 1996, 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"). As a result of the Merger, SINA's consolidated assets and liabilities were adjusted to their estimated fair values as of December 31, 1996. The Merger and related basis adjustments are discussed in detail in Note 1 of Notes to Consolidated Financial Statements in SINA's Annual Report on Form 10-K for the year ended December 31, 1996 (the "SINA 1996 Form 10-K"). Effective January 1, 1997, SIHL contributed the capital stock of Sun International Resorts, Inc. ("SIRI"), a wholly owned subsidiary of SIHL, to SINA. SIRI, along with its subsidiaries, is a tour operator and wholesaler of tour packages and provides reservation services. In addition, SIRI provides certain support services for SIHL's operations in The Bahamas. As of January 1, 1997, SIRI's consolidated assets, liabilities and shareholder's equity amounted to $6,097,000, $5,729,000 and $368,000, respectively. SIRI's consolidated revenues and net income for the year ended December 31, 1996 totaled $15,009,000 and $617,000, respectively. As a result of these transactions, SINA is a holding company through which SIHL owns and operates its properties in the United States. While the accompanying interim financial information is unaudited, management of the Company believes that all adjustments necessary for a fair presentation of these interim results have been made and all such adjustments are of a normal recurring nature. The notes presented herein are intended to provide supplemental disclosure of items of significance occurring subsequent to December 31, 1996 and should be read in conjunction with the Notes to Consolidated Financial Statements contained in pages 45 through 67 of the SINA 1996 Form 10-K. 8 B. Reverse Repurchase Agreements: Cash equivalents at March 31, 1997 included $38,682,000 of reverse repurchase agreements (federal government securities purchased under agreements to resell those securities) with Prudential Securities, Inc. under which the Company had not taken delivery of the underlying securities. These agreements matured during the first week of April 1997. C. Refinancing: In February 1997 Resorts International Hotel Financing, Inc. ("RIHF"), a wholly owned subsidiary of SINA, mailed to each holder of its $125,000,000 principal amount of 11% Mortgage Notes due 2003 (the "Mortgage Notes") and $35,000,000 principal amount of 11.375% Junior Mortgage Notes due 2004 (the "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 the Company's fee and leasehold interests in the Resorts Casino Hotel in Atlantic City, the contiguous parking garage and property and related personal property. Holders who validly tendered their securities and consents by February 26, 1997 (the "Consent Date") were entitled to receive the purchase price of 106.733% for the Mortgage Notes and 107.447% for the Junior Mortgage Notes, accrued interest through March 12, 1997, and an additional 2.5% consent payment (the "Consent Payment"). Holders who tendered their securities and consents subsequent to the Consent Date but prior to the Offer's expiration on March 10, 1997, were entitled to the purchase price and accrued interest, but not the Consent Payment. $119,645,000 principal amount of Mortgage Notes and $21,001,000 principal amount of Junior Mortgage Notes were tendered. The purchase price and Consent Payments for purchasing these tendered securities, excluding accrued interest, totaled $153,712,000. The excess of this amount over the carrying value of the debt exchanged, excluding accrued interest, plus estimated costs of the Offer and Solicitation resulted in an extraordinary loss of $5,000,000. The Company also recorded a deferred income tax benefit of $2,043,000 related to this extraordinary item. The $12,899,000 principal amount of Junior Mortgage Notes owned by Resorts International Hotel, Inc. ("RIH"), the indirect subsidiary of SINA which owns and operates the Resorts Casino Hotel, were canceled. $5,355,000 principal amount of Mortgage Notes and $1,100,000 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 and operate under the Indentures, as amended. Under the amended Indentures, the repayment terms, interest payment terms and redemption provisions for the remaining Mortgage Notes and Junior Mortgage Notes are 9 unchanged; however, many of the restrictive covenants as to payment of dividends and incurring additional indebtedness (as disclosed in Note 8 of Notes to Consolidated Financial Statements in the SINA 1996 Form 10-K) have been deleted. See discussion below for certain restrictions related to the senior notes issued by SIHL and SINA. The remaining Junior Mortgage Notes continue to trade as part of units consisting of $1,000 principal amount of Junior Mortgage Notes and .1928 of an ordinary share of SIHL. In connection with the Offer and Solicitation, SIHL and SINA (the "Issuers") issued $200,000,000 principal amount of 9% Senior Subordinated Notes due 2007 (the "Senior Notes") in a private placement which, after costs, will result in net proceeds to the Company of approximately $194,000,000. The majority of these proceeds were used to fund the Offer; the balance of the proceeds will be used for general corporate purposes. The Senior Notes, which are unsecured obligations, are unconditionally guaranteed by RIH, GGRI, Inc., the wholly owned subsidiary of SINA which owns RIH, and certain of SIHL's subsidiaries (the "Guarantors"). RIH's guarantee of the Senior Notes is senior to its guarantee of the Mortgage Notes and Junior Mortgage Notes. Interest on the Senior Notes is payable on March 15 and September 15 in each year, commencing September 15, 1997. The indenture for the Senior Notes (the "Senior Indenture") contains certain covenants, including limitations on the ability of the Issuers and the Guarantors to, among other things: (i) incur additional indebtedness, (ii) incur certain liens, (iii) engage in certain transactions with affiliates and (iv) pay dividends and make certain other restricted payments. Because the Senior Notes were issued in a private placement, they were restricted as to transfer. The Issuers filed a Form F-4 Registration Statement with the Securities and Exchange Commission in order to register $200,000,000 of 9% Exchange Senior Subordinated Notes due 2007 (the "Exchange Notes"), and on April 11, 1997, the effective date of that registration statement, commenced an exchange offer (the "Exchange Offer") in order to exchange the Senior Notes for the Exchange Notes. The Exchange Notes have terms identical in all material respects to the Senior Notes, evidence the same debt as the Senior Notes and are issued under and are entitled to the same benefits under the Senior Indenture as the Senior Notes. In addition, the Exchange Notes and the Senior Notes are treated as one series of securities under the Senior Indenture. The Exchange Offer expired on May 13, 1997. 10 D. Capitalized Interest and Real Estate Taxes: For the first quarter of 1997 the Company ceased the capitalization of interest and real estate taxes on its Atlantic City expansion project adjacent to the Resorts Casino Hotel as the project conceived by management of the Company prior to the Merger with SIHL was essentially abandoned. Management of SIHL is working on a new conceptual design for expanding this property and detailed planning is expected to begin in 1998. E. Statements of Cash Flows: Supplemental disclosures required by Statement of Financial Accounting Standards No. 95 "Statement of Cash Flows" are presented below. Quarter Ended March 31, (In Thousands of Dollars) 1997 1996 Interest paid $11,888 $11,307 Income taxes paid (refunds received) $ (142) $ 79 Non-cash financing and investing activities: Net book value of SIRI at date of contribution (see Note A) $ 368 Increase in liabilities for additions to other assets $ 17 F. Commitments and Contingencies: Casino Reinvestment Development Authority ("CRDA") As previously reported, certain issues have been raised by the CRDA and the State of New Jersey Department of the Treasury (the "Treasury") concerning the satisfaction of investment obligations for the years 1979 through 1983 by RIH. These matters were dormant for an extensive period of time until late 1995 when the Company was contacted by the CRDA. CRDA legal representatives have recently indicated that Treasury may take a position that RIH owes additional investment alternative taxes including interest and possibly penalties. If these issues are determined adversely, RIH could be required to pay the relevant amount in cash. Management of the Company intends to contest these issues and believes a negotiated settlement that would not involve a material monetary cost to the Company is possible. 11 Litigation SINA and certain of its subsidiaries are defendants in certain litigation. In the opinion of management, based upon advice of counsel, the aggregate liability, if any, arising from such litigation will not have a material adverse effect on the accompanying consolidated financial statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations FINANCIAL CONDITION Liquidity At March 31, 1997 the Company's working capital amounted to $22,554,000, including unrestricted cash and equivalents of $59,938,000. A significant portion of the unrestricted cash and equivalents is required for day-to-day operations, including approximately $10,000,000 of currency and coin on hand which amount varies by days of the week, holidays and seasons, as well as additional cash balances necessary to meet current working capital needs. Capital Expenditures and Resources In March 1997 the Company purchased $119,645,000 principal amount of Mortgage Notes and $21,001,000 principal amount of Junior Mortgage Notes upon consummation of the Offer. The purchase price and Consent Payments for purchasing these tendered securities, excluding accrued interest, totaled $153,712,000. In connection with the Offer and Solicitation, SIHL and SINA issued $200,000,000 principal amount of Senior Notes which, after costs, will result in net proceeds to the Company of approximately $194,000,000. The majority of these proceeds were used to fund the Offer; the balance of the proceeds will be used for general corporate purposes. See Note C of Notes to Consolidated Financial Statements for further discussion of these and related transactions. As previously disclosed, officials of SIHL announced plans to transform Resorts Casino Hotel into a highly themed resort. At present, the project is in the conceptual design stage and detailed planning is expected to begin in 1998. The expansion is expected to include additional hotel rooms and a highly themed casino and entertainment complex. The size and scope of the expansion depend, in part, upon the amount of additional land the Company is able to acquire. In this regard, the Company spent in excess of $7,500,000 during the first quarter of 1997 on land intended to be used in this expansion. In addition, the Company's ability to carry out the expansion depends on a number of other factors, including receipt of adequate financing and certain state and local approvals. 12 During 1997 the Company expects to begin enhancing the Resorts Casino Hotel through the construction of additional parking, the renovation of approximately 500 of the hotel rooms and various improvements to public areas. The planning for such renovation has just recently begun, and the costs and schedule therefor have not yet been determined. RESULTS OF OPERATIONS - First Quarter 1997 Compared to 1996 Revenues Casino and Resort Revenues RIH's net casino revenues increased from $58,687,000 in the first quarter of 1996 to $59,104,000 in the first quarter of 1997 as table win increased by $1,045,000, slot win decreased by $416,000 and poker, simulcast and keno revenues decreased by $212,000. Table game win was up due to both an increase in amounts wagered by patrons and the effects of an increased hold percentage (ratio of casino win to total amount of chips purchased for table games or total amount wagered for slots). The decrease in slot win was due to a decrease in amounts wagered. Competition for Atlantic City casino patrons remains intense. Adding to the competition for patrons, expansions at two competing Atlantic City properties opened in mid-1996 which, combined, added approximately 1,100 hotel rooms and approximately 85,000 square feet of gaming space. In July 1997 another competitor's expansion is expected to open adding approximately 75,000 square feet of casino space and two other competitors are scheduled to open hotel room additions of 300 and 400 rooms this summer. Several other companies have announced plans to expand existing or construct new casino/hotels in Atlantic City. Tour Operations These revenues in 1997 are from operations of SIRI and its subsidiaries, which entities were contributed to SINA by SIHL effective January 1, 1997. Real Estate Related Real estate related revenues consist of lease payments under a 99-year net lease of approximately 10 acres of Boardwalk property in Atlantic City (the "Showboat Lease"). Lease payments received under the Showboat Lease are passed-through (subject to certain adjustments) as interest to holders of SINA's First Mortgage Non-Recourse Pass- Through Notes due June 30, 2000 (the "Showboat Notes"). Thus, the casino/hotel operations do not fund the interest on the Showboat Notes. The lease payments under the Showboat Lease are adjusted annually, as of April 1, for changes in the consumer price index. For the lease 13 year commencing April 1, 1997 annual lease payments increased from $8,805,000 to $9,047,000. Expenses Casino and Resort Expenses For the first quarter of 1997 the largest decreases in casino and resort expenses were in fees charged RIH by the New Jersey Casino Control Commission ("CCC") and Division of Gaming Enforcement ("DGE") ($600,000) and cash giveaways at RIH ($600,000). The CCC and DGE fees were higher in 1996 because the Company's gaming license renewal investigation and hearing took place in early 1996. The cash giveaways were down as the cash giveaway per bus patron decreased, though the Company's number of bus passengers increased. Tour Operations These expenses in 1997 are from operations of SIRI and its subsidiaries, which entities were contributed to SINA by SIHL effective January 1, 1997. Selling, General and Administrative The net decrease in selling, general and administrative costs is due to (i) a decrease in SINA's corporate overhead costs ($800,000) related to the closing of a corporate office and termination of certain personnel in conjunction with the Merger and (ii) a decrease at RIH, primarily due to a decrease in amortization of prepaid fees ($600,000) under an agreement whereby the Company has a non-exclusive license to use the name and likeness of Merv Griffin to advertise the Company's casino/hotel properties. The balance of such prepaid fees were written off in December 1996. Depreciation and Amortization These expenses were up slightly as the net decrease in depreciation expense ($300,000) resulting primarily from the changes in remaining depreciable lives assigned in conjunction with the Merger was more than offset by the amortization of goodwill ($600,000). PART II. - OTHER INFORMATION Item 1. Legal Proceedings The following is an update of the status of certain litigation which was previously described in "Item 3. Legal Proceedings" of the SINA 1996 Form 10-K. 14 U.S. Bankruptcy Court Action - Rogers The motion for summary judgment, which was previously reported as returnable on April 17, 1997, was adjourned by the New Jersey Bankruptcy Court (the "NJ Bankruptcy Court") until May 28, 1997. U.S. District Court Action - SINA v. Lowenschuss In this previously reported action pending before the NJ Bankruptcy Court where a trial was held on November 2 and 3, 1995, on April 22, 1997, the NJ Bankruptcy Court issued a final opinion in SINA's favor, finding that the trustee for two Individual Retirement Accounts and the Fred Lowenschuss Associates Pension Plan committed fraud against SINA and that SINA was entitled to restitution. The NJ Bankruptcy Court awarded SINA $3,800,000 plus prejudgment interest and $250,000 punitive damages, for a total award of approximately $5,600,000. Item 6. Exhibits and Reports on Form 8-K a. Exhibits The following Part I exhibits are filed herewith: Exhibit Number Exhibit (27)(a) Financial data schedule as of March 31, 1997. (27)(b) Restated financial data schedule as of March 31, 1996. The following Part II exhibits are filed herewith: Exhibit Number Exhibit (3)(a) Restated Certificate of Incorporation of SINA. (3)(b) Amended and Restated By-Laws of SINA. b. Reports on Form 8-K No Current Report on Form 8-K was filed by SINA covering an event during the first quarter of 1997. No amendments to previously filed Forms 8-K were filed during the first quarter of 1997. 15 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. SUN INTERNATIONAL NORTH AMERICA, INC. (Registrant) /s/ John Allison John Allison Executive Vice President - Finance (Authorized Officer of Registrant and Chief Financial Officer) Date: May 14, 1997 16 SUN INTERNATIONAL NORTH AMERICA, INC. Form 10-Q for the quarterly period ended March 31, 1997 EXHIBIT INDEX Exhibit Number Exhibit Page Number in Form 10-Q (3)(a) Restated Certificate of Page 18 Incorporation of SINA. (3)(b) Amended and Restated Page 25 By-Laws of SINA. (27)(a) Financial data schedule Page 34 as of March 31, 1997. (27)(b) Restated financial data Page 35 schedule as of March 31, 1996. 17 EX-3 2 EXHIBIT (3)(a) RESTATED CERTIFICATE OF INCORPORATION OF SUN INTERNATIONAL NORTH AMERICA, INC. We, Matthew B. Kearney, Executive Vice President - Finance and Treasurer and David G. Bowden, Vice President - Controller and Secretary, of Sun International North America, Inc., a corporation existing under the laws of the State of Delaware (the "Corporation"), do hereby certify that: ONE: The name of the Corporation is "Sun International North America, Inc."; the Corporation was formerly known as "Griffin Gaming & Entertainment, Inc. " and "Resorts International, Inc." and was formed under the name "Mary Carter Paint Co.". TWO: T h e original Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on the 24th day of October, 1958. THREE: This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Section 245 of the General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as theretofore amended or supplemented. FOUR: This Restated Certificate of Incorporation has been duly executed and acknowledged by the officers of the Corporation in accordance with Sections 245 and 103 of the General Corporation Law of the State of Delaware. FIVE: The text of the Certificate of Incorporation of the Corporation is hereby restated, in its entirety, to read as follows: ARTICLE I NAME The name of the Corporation is "Sun International North America, Inc.". 18 ARTICLE II ADDRESS The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, and the name of its registered agent at such address is United States Corporation Company. ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law ("GCL") of Delaware. ARTICLE IV CAPITALIZATION A. Authorization. The total number of shares of capital stock of all classifications which the Corporation shall have authority to issue is 20,000 consisting of (i) 10,000 shares of Common Stock, par value $.01 per share (the "Common Stock") and (ii) 10,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"). The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors hereby is vested with authority from time to time to issue the Preferred Stock as Preferred Stock of any series. In connection with the creation of each such series of Preferred Stock, the Board of Directors hereby is vested with authority to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of such series, to the full extent now or hereafter permitted by the laws of the State of Delaware, including without limitation the dividend rate, conversion or exchange rights, redemption price and liquidating preference of any series of Preferred Stock, and to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof outstanding); provided, however, that no shares of Preferred Stock may be designated or issued with any rights to vote for any purpose. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status 19 which they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series. B. Dividends. The Board of Directors of the Corporation may cause dividends to be paid to the holders of shares of Common Stock from time to time out of funds legally available therefor. When and as dividends are declared, they may be payable in cash, in property or in shares of Common Stock. ARTICLE V BUSINESS The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and its directors and stockholders: A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. B. The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide. C. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Restated Certificate of Incorporation, and the By-Laws of the Corporation. D Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By- Laws of the Corporation. ARTICLE VI INDEMNIFICATION A. Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its 20 stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. B. Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VI, provided, however, that such insurance is available on reasonable and acceptable terms, which determination shall be made by a vote of a majority of the Board of Directors. C. Subsequent Amendment. No amendment, modification or repeal of this Article VI shall affect or impair in any way the rights of any director or officer of the Corporation to indemnification under the provisions hereof with respect to any action, suit or proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such amendment, modification or repeal. D. Subsequent Legislation. If the General Corporation Law of the State of Delaware is amended to further expand the indemnification permitted to directors, officers, employees or agents of the Corporation, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of this Section by the stockholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. 21 ARTICLE VII NEW JERSEY CASINO CONTROL ACT This Certificate of Incorporation shall be subject to the New Jersey Casino Control Act, N.J.S.A. 5:12-1et seq., and the rules and regulations of the New Jersey Casino Control Commission (the "Commission") as they currently exist or as they hereafter may be amended (the "Act"), including without limitation the following: A. The securities of the Corporation shall always be subject to redemption by the Corporation, by action of the Board of Directors, if, in the judgment of the Board of Directors, such action should be taken, pursuant to Section 151(b) of the General Corporation Law of Delaware or any other applicable provision of law, to the extent necessary to prevent the loss or secure the reinstatement of any government-issued license or franchise held by the Corporation or any Subsidiary (as defined in Paragraph E of this Article VII) to conduct any portion of the business of the Corporation or such Subsidiary, which license or franchise is conditioned upon some or all of the holders of the Corporation's securities possessing prescribed qualifications. In the event a holder of the Corporation's securities is found not to possess such prescribed qualifications by the Commission pursuant to the Act (a "Disqualified Holder"), such Disqualified Holder shall indemnify the Corporation for any and all direct or indirect costs, including attorneys' fees, incurred by the Corporation as a result of such holder's continuing ownership or failure to divest promptly. B. So long as the Corporation shall remain a privately-held holding company as defined in the Act, in accordance with N.J.S.A. 5:12-82(d)(7), (8) and (10), the Commission shall have the right of prior approval with regard to transfers of securities, shares, and other interests in the Corporation and the Corporation shall have the absolute right to redeem at the market price or purchase price, whichever is the lesser, any security, share or other interest in the Corporation in accordance with the Act. C. If the Corporation shall become, and so long as it shall remain, a publicly traded holding company as defined in the Act, in accordance with N.J.S.A. 5:12- 82(d)(7) and (9), all securities of the Corporation shall be held subject to the condition that if a holder thereof is found to be a Disqualified Holder, such holder shall dispose of his interest in the Corporation within 120 days following the Corporation's receipt of notice (the "Notice Date") of the holder's disqualification. Promptly following its receipt of notice from the Commission that a 22 holder of securities of the Corporation has been found disqualified, the Corporation shall either deliver such written notice personally to the Disqualified Holder, mail it to such Disqualified Holder at the address shown on the Corporation's books and records, or use any other reasonable means to provide notice. Failure of the Corporation to provide notice to a Disqualified Holder after making reasonable efforts to do so shall not preclude the Corporation from exercising its rights. If any Disqualified Holder fails to dispose of his securities within 120 days following the Notice Date, the Corporation may redeem such securities at the lesser of (i) the lowest closing sale price of such securities between the Notice Date and the date 120 days after the Notice Date, or (ii) such holder's original purchase price. D. So long as the Corporation shall remain a holding company as defined in the Act, in accordance with N.J.S.A. 5:12- 105(e), commencing on the date the Commission serves notice on the Corporation that a security holder has been found disqualified, it shall be unlawful for the Disqualified Holder to (i) receive any dividends or interest upon any such securities of the Corporation held by such holder; (ii) exercise, directly or through any trustee or nominee, any right conferred by such securities; or (iii) receive any remuneration in any form, for services rendered or otherwise, from any Subsidiary of the Corporation that holds a casino license. E. For purpose of this Article VII, the term "Subsidiary" shall be defined in accordance with N.J.S.A. 5:12-47. ARTICLE VIII AMENDMENT OF CERTIFICATE OF INCORPORATION AND BY-LAWS A. In addition to any affirmative vote required by applicable law, any alteration, amendment, repeal or rescission of any provision of this Restated Certificate of Incorporation must be approved by a majority of the directors of the Corporation then in office and by the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock. B. The Board of Directors shall have the power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation. IN WITNESS WHEREOF, the undersigned have signed this Restated Certificate of Incorporation, under penalties of perjury, and caused the 23 corporate seal of the Corporation to be hereunto affixed this 26th day of March, 1997. By: /s/ Matthew B. Kearney Matthew B. Kearney Executive Vice President - Finance and Treasurer [Corporate Seal] Attest: By: /s/ David G. Bowden David G. Bowden Vice President - Controller and Secretary 24 EX-3 3 EXHIBIT (3)(b) AMENDED AND RESTATED BY-LAWS OF SUN INTERNATIONAL NORTH AMERICA, INC. ARTICLE I OFFICES SECTION 1. Principal Office. The principal office of Sun International North America, Inc. (the "Corporation") in the State of Delaware shall be established and maintained at the office of the United States Corporation Company in the City of Wilmington, County of New Castle, and said corporation shall be the resident agent of this Corporation in charge thereof. SECTION 2. Other Offices. The Corporation may also have an office or offices and keep the books and records of the Corporation, except as may otherwise be required by the laws of the State of Delaware, at such other place or places either within or without the State of Delaware as the Board of Directors of the Corporation (the "Board") may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Place of Meetings. A ll meetings of the stockholders shall be held at such place, within or without the State of Delaware, as may from time to time be fixed by the Board or as shall be specified or fixed in the respective notices or waivers of notice thereof. SECTION 2. Annual Meetings. T h e annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on a date and at a time and place as designated by resolution of the Board of Directors of the Corporation. SECTION 3. Special Meetings. S pecial meetings of the stockholders, unless otherwise provided by law, may be called at any time by the Chairman of the Board or by a majority of the Board of Directors. 25 SECTION 4. Notice of Meetings. Except as otherwise expressly required by law or the Certificate of Incorporation of the Corporation, written notice stating the place and time of the meeting and, in the case of a special meeting, the purpose or purposes of such meeting, shall be given by the Secretary to each stockholder entitled to vote thereat at the last known post office address not less than ten nor more than sixty days prior to the date of meeting. No business other than that stated in the notice shall be transacted at any special meeting. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy; and if any stockholder shall, in person or by attorney thereunto duly authorized, in writing or by telegraph, cable or wireless, waive notice of any meeting, whether before or after such meeting be held, the notice thereof need not be given to him. Notice of any adjourned meeting of stockholders need not be given. SECTION 5. Quorum. At any meeting of the stockholders of the Corporation, the presence, in person or by proxy, of stockholders then entitled to cast a majority in number of votes upon a question to be considered at the meeting shall constitute a quorum for the consideration of such question. SECTION 6. Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS SECTION 1. General Powers. The Board shall manage the business and affairs of the Corporation and may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders. 26 SECTION 2. Number and Term of Holding Office. The number of directors which shall constitute the whole Board shall be one or such other number as from time to time shall be fixed by resolution of the Board. Directors need not be stockholders. Each director shall hold office until the annual meeting next after his election and until his successor shall be elected and shall qualify or until his earlier death or resignation or removal in the manner hereinafter provided. SECTION 3. Election of Directors. At each meeting of the stockholders for the election of a director or directors, the person or persons receiving the greater number of votes, up to the number of directors then to be elected, cast by the stockholders present in person or by proxy and entitled to vote for such director or directors shall be the director or directors elected by such stockholders. The election of directors is subject to any provisions contained in the Certificate of Incorporation relating thereto. SECTION 4. Quorum. At all meetings of the Board the presence of a majority of the whole Board shall be necessary to constitute a quorum for the transaction of business at such meeting. Any act of a majority present at a meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these By-Laws. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum shall be present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Notice of any adjourned meeting need not be given. SECTION 5. Place of Meeting. The Board may hold its meetings at such place or places within or without the State of Delaware as it may from time to time by resolution determine or as shall be fixed or specified in the respective notices or waivers of notice thereof. Members of the Board, or any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. SECTION 6. Regular Meetings. Regular meetings of the Board may be held without notice at such places and times as may be fixed from time to time by resolution of the Board. SECTION 7. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board. At least twenty-four hours' written or telegraphic notice of each special meeting shall be given to 27 each director. The notice of any meeting, or any waiver thereof, need not state the purpose or purposes of such meeting. SECTION 8. Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board or all members of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee. SECTION 9. Resignations; Removal. Any director may resign at any time by giving written notice to the Chairman of the Board or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt of such notice. The acceptance of a resignation shall not be necessary to make it effective. Directors may only be removed in accordance with the Certificate of Incorporation. SECTION 10. Vacancies. A vacancy in the Board caused by death, resignation or removal shall be filled by (i) action of the Board or (ii) by vote of the stockholders. Each director chosen to fill a vacancy shall, unless otherwise provided or as provided in the Certificate of Incorporation, hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed. ARTICLE IV COMMITTEES SECTION 1. Designation and Powers of Committees. The Board may, by resolution or resolutions passed by a majority of the whole Board, designate two or more of its members to constitute an Executive Committee, which, during the intervals between the meetings of the Board, shall have, and may exercise, all the powers of the Board in the management of the business, affairs, and property of the Corporation, to the extent permitted by Delaware law. The Board, by resolution passed by a majority of the whole Board, may designate members of the Board to constitute other committees, including an Audit Committee and a Compensation Committee, which shall consist of such numbers of directors and shall have, and may exercise, such powers as the Board may determine and specify in the respective resolutions appointing them, to the extent permitted by Delaware law. The Board shall have power at any time to change the members of the Executive Committee or any such other committee, to fill vacancies and to discharge the Executive Committee or 28 any such other committee. ARTICLE V OFFICERS SECTION 1. Election and Number. The principal officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be chosen by the Board, and such other officers as may be appointed in accordance with the provisions of SECTION 3 of this ARTICLE V. One person may hold the office and perform the duties of any two or more of said officers other than those of President and Secretary. SECTION 2. Term of Office and Qualifications. Each officer, except such as may be appointed in accordance with the provisions of SECTION 3 of this ARTICLE V, shall hold office until the next annual election of officers and until his successor shall have been chosen and shall qualify or until his death or until he shall have resigned or until he shall have been removed in the manner provided in SECTION 4 of this ARTICLE V. SECTION 3. Appointive Officers. The Chairman of the Board or the Board may from time to time appoint such other officers as they may deem necessary, including one or more Assistant Treasurers, one or more Assistant Secretaries and such other agents and employees of the Corporation as they may deem proper. Such officers and agents and employees shall hold office for such period, have such authority and perform such duties, subject to the control of the Board, as the Chairman of the Board or the Board may from time to time prescribe. SECTION 4. Removal. Any elected officer may be removed, either with or without cause, at any time, by the vote of a majority of the whole Board at any meeting of the Board, and any appointive officer may be removed, either with or without cause, at any time by the Chairman of the Board. SECTION 5. Resignations. Any officer may resign at any time by giving written notice to the Board or to the President or to the Secretary. Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 6. Vacancies. A vacancy in any office because of death, 29 resignation, removal or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in SECTIONS 2 and 3 of this ARTICLE V for election or appointment, respectively, to such office. SECTION 7. Chairman of the Board. The Chairman of the Board if present shall preside at all meetings of stockholders and at all meetings of the Board and shall have such other powers and duties as from time to time may be assigned to him by the Board or these By- Laws. SECTION 8. P r esident. The President shall be the chief executive officer of the Corporation, and shall have general supervision over the business of the Corporation, subject to the control of the Board. In general, he shall perform all duties incident to the office of President and have such other powers and duties as from time to time may be assigned to him by the Board. SECTION 9. Vice President. Each Vice President shall have such powers and shall perform such duties as from time to time may be assigned to him by the Board. The Board may elect, or designate, one or more of the Vice Presidents as an Executive Vice President. At the request of the President, or in the case of his absence or inability to act, the Executive Vice President or, if there shall be more than one Executive Vice President, an Executive Vice President designated by the Board, or if the Board shall have not have elected or designated an Executive Vice President then one of the Vice Presidents who shall be designated for the purpose by the Board, shall perform the duties of the President, and, when so acting, shall have all the powers of the President. SECTION 10. Secretary. The Secretary shall keep or cause to be kept in books provided for this purpose the minutes of all meetings of the stockholders and of the Board; shall see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates of stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its seal shall be duly authorized in accordance with the provisions of these By-Laws; shall have charge of the stock records of the Corporation; shall see that all reports, statements and other documents required by law are properly kept and filed; may sign, with any other proper officer of the Corporation thereunto authorized, certificates for stock of the Corporation; and, in general, shall perform all the duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him by the Board. 30 SECTION 11. Assistant Secretaries. The Assistant Secretaries shall have such powers and duties as from time to time may be assigned to them by the Board. At the request of the Secretary or in case of his absence or inability to act, any Assistant Secretary may act in his place. SECTION 12. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, evidences of indebtedness and other valuable documents of the Corporation; shall deposit all such funds in the name of the Corporation in such banks or other depositaries as shall be selected by the Board; shall receive, and give or cause to be given receipts and acquittances for, moneys paid in on account of the Corporation and shall pay out of the funds on hand all just debts of the Corporation of whatever nature upon maturity of the same; shall enter or cause to be entered in books of the Corporation to be kept for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation, and whenever required by the Board, shall render a statement of his cash accounts; shall keep or cause to be kept such other books as will show the true record of the expenses, losses, gains, asset and liabilities of the Corporation; and in general shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. SECTION 13. Assistant Treasurers. The Assistant Treasurers shall have such powers and duties as from time to time may be assigned to them by the Board. At the request of the Treasurer, or in case of his absence or inability to act, any Assistant Treasurer may act in his place. SECTION 14. Salaries. The salaries of the elective officers and any appointive officers of the Corporation shall be fixed from time to time by the Board. An officer shall not be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation or a member of any committee contemplated by the By-Laws. ARTICLE VI CAPITAL STOCK SECTION 1. Certificate for Stock. Every holder of shares of stock shall be entitled to have a certificate, in such form as the Board shall prescribe, certifying the number and class of shares of stock of the Corporation owned by him. Each such certificate shall be signed in the name of the Corporation by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant 31 Secretary; provided, however, that where such certificate is signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such officer may be a facsimile. SECTION 2. Transfer of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the registered holders thereof or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the Secretary or to such other person as the Board may designate, by whom such old certificates shall be cancelled and new certificates shall thereupon be issued. A record shall be made of each transfer. SECTION 3. Lost or Destroyed Certificates. The Board may determine the conditions upon which a new certificate of stock will be issued in place of a certificate which is alleged to have been lost or destroyed, and may, in its discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety to the Corporation to indemnify it against any and all losses or claims which may arise by reason of the issue of a new certificate in the place of the one so lost or destroyed. SECTION 4. Condition Requiring Disposition. Any and all equity securities of the Corporation are held subject to the condition that if a holder thereof is found to be "disqualified" by the New Jersey Gaming Commission pursuant to the provisions of the New Jersey Casino Control Act (P.L. 1977 c. 110) then such holder shall dispose of his interest in the Corporation's equity securities within 120 days after receipt of notice of such finding. ARTICLE VII CORPORATE SEAL The seal of the Corporation shall be in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation and the words "CORPORATE SEAL DELAWARE". ARTICLE VIII SIGNATURES All checks, bonds, notes, contracts, agreements or other obligations or instruments of the Corporation shall be signed by such 32 officer or officers as the Board may from time to time designate. ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 1. Waiver of Notice. Whenever any notice whatever is required to be given by these By-Laws or by statute, the person entitled thereto may in person, or in the case of a stockholder by his attorney thereunto duly authorized, waive such notice in writing (including telegraph, cable, radio or wireless), whether before or after the meeting or other matter with respect of which such notice is to be given, and in such event such notice need not be given to such person and such waiver shall be equivalent to such notice, and any action to be taken after such notice or after the lapse of a prescribed period of time may be taken without such notice and without the lapse of any period of time. SECTION 2. Employment Contracts. No contract of employment shall be entered into for or on behalf of the Corporation for a period of more than one year without prior approval of the Board. ARTICLE X AMENDMENTS Except as otherwise may be provided herein or in the Certificate of Incorporation, these By-Laws, or any of them, may be amended, modified or repealed, or new By-Laws may be adopted, either by vote of a majority of the directors present at any annual, regular or special meeting, or by a vote constituting a majority in number of the votes cast by stockholders present in person or represented by proxy and entitled to vote at any annual or special meeting. March 26, 1997 33 EX-27 4
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SUN INTERNATIONAL NORTH AMERICA, INC.'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED IN THE FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. PLEASE SEE FOOTNOTE 5 RELATING TO INFORMATION IN THIS FDS. 1,000 3-MOS DEC-31-1997 MAR-31-1997 $62,357 0 $8,327 $3,587 $1,097 $73,598 $157,749 2,656 $596,098 $51,044 $311,368 0 0 0 $189,729 $596,098 0 $70,900 0 $54,281 $3,302 0 $6,387 $(682) 0 $(682) 0 $(2,957) 0 $(3,639) $0 $0 INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $49,052 AND RESTRICTED CASH EQUIVALENTS OF $2,419. INCLUDING UNAMORTIZED PREMIUMS. EXCLUDES DEPRECIATION. DEPRECIATION EXPENSE OF $2,684 AND AMORTIZATION OF GOODWILL OF $618. SEE NOTE 1 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN SUN INTERNATIONAL NORTH AMERICA, INC.'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 FOR DISCUSSION OF A MERGER IN DECEMBER 1996 AND THE RELATED CHANGE IN BASIS OF ACCOUNTING.
EX-27 5
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SUN INTERNATIONAL NORTH AMERICA, INC.'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED IN THE FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996, EXCEPT AS NOTED BELOW IN FOOTNOTE 3, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 MAR-31-1996 $50,017 0 $7,564 $3,446 $2,231 $64,406 $220,865 $63,963 $328,756 $35,323 $218,249 $79 0 0 $21,755 $328,756 0 $66,149 0 $50,772 $2,965 0 $7,348 $(4,113) 0 $(4,113) 0 0 0 $(4,113) $(.52) 0 INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $34,987 AND RESTRICTED CASH EQUIVALENTS OF $2,234. NET OF UNAMORTIZED DISCOUNTS. EXCLUDES DEPRECIATION; RESTATED TO EXCLUDE $137 RECLASSIFIED TO SELLING, GENERAL & ADMINISTRATIVE EXPENSE. DEPRECIATION EXPENSE.
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