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