|  | SECURITIES AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                                                      
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | WASHINGTON, D.C. 20549                                                                                                                                                                                                                                                                                                                                  
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|  | FORM 10-K                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                         
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)                                                                                                                                                                                                                                                                                                           
|  | OF THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                                  
|  | For The Fiscal Year Ended December 31, 2000                                                                                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | or                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                         
|o | TRANSITION REPORT PURSUANT  TO SECTION 13 OR 15(d)                                                                                                                                                                                                                                                                                                      
|  | OF THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | Commission File No. 1-4748                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | SUN INTERNATIONAL NORTH AMERICA, INC.                                                                                                                                                                                                                                                                                                                   
|  | (Exact name of Registrant as specified in itscharter)                                                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | DELAWARE                                                                                                                                                                                                                                                                                                                                                
|  | (State or other jurisdiction of corporation or organization)                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | 59-0763055                                                                                                                                                                                                                                                                                                                                              
|  | (I.R.S. Employer Identification No.)                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | 1415 E. Sunrise Blvd.                                                                                                                                                                                                                                                                                                                                   
|  | Ft. Lauderdale, Florida  33304                                                                                                                                                                                                                                                                                                                          
|  | (Address of principal executive offices)                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | 954-713-2500                                                                                                                                                                                                                                                                                                                                            
|  | (Registrants telephone number, including areacode)                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | Securities registered pursuant to Section 12(b) of the
Act:        None                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | Securities registered pursuant to Section 12(g) of the
Act:        None                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | 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.
|  |                                                                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained,
to the best of registrant ́s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this  Form 10-K.
    x           
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | As of February 28, 2001, there were 100 shares of the
registrants common stock outstanding, all of which were owned by one shareholder.
Accordingly there is no current market for any such shares.                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                         
|  | The registrant meets the conditions set forth in General
Instruction I (1) (a) and (b) of Form 10-K and is therefore filing this Form 10-K with the
reduced disclosure format permitted by that General Instruction.                                                                                                                                    

Total Number of Pages 103Exhibit Index is presented on pages 50 through 52

# PART I

## ITEM 1.
BUSINESS

## (A) GENERAL
DEVELOPMENT OF BUSINESS

Sun International North America,
Inc. (SINA) was incorporated in Delaware in 1958, and on December
16, 1996, through a merger transaction, SINA became a wholly owned subsidiary of
Sun International Hotels Limited (SIHL). SINA is a holding company
through which SIHL, a corporation organized and existing under the laws of the
Commonwealth of The Bahamas, owns and operates its properties and investments in
the United States. Through its indirect wholly owned subsidiary, Resorts
International Hotel, Inc. (RIH), SINA owns the Resorts Atlantic City
hotel and casino in Atlantic City, New Jersey (Resorts Atlantic
City). SINA also provides management services to certain affiliated
companies and owns a tour operator which wholesales tour packages and provides
reservation services. In addition, through its wholly-owned subsidiary Sun Cove
Limited (Sun Cove), SINA earns income based on the gross revenues of
a casino operated by an unaffiliated entity in Connecticut. Unless stated
otherwise, the term Company as used herein includes SINA and its
consolidated subsidiaries.

During the fourth quarter
of 2000, the Company entered into a definitive agreement to sell Resorts
Atlantic City to an affiliate of Colony Capital LLC (Colony) for a
purchase price of $140 million, such purchase price to accrue interest at an
annual rate of 6% until closing (the Resorts Atlantic City Sale). In
addition, Colony has a two year option to acquire certain undeveloped real
estate owned by the Company, adjacent to Resorts Atlantic City, for a purchase
price of $40 million (the Atlantic City Option) which option can be
extended for an additional two years under certain circumstances. The sale is
subject to certain customary conditions, including approval by the New Jersey
Casino Control Commission (the Casino Control Commission) and is
also subject to Colony receiving certain financing in order to consummate the
transaction. To facilitate Colonys financing, SINA has agreed to lend
Colonys affiliate $17.5 million toward the purchase price of Resorts
Atlantic City in exchange for an unsecured note (the Note) at an
interest rate of 12.5% per annum with interest payable one-half in cash and
one-half in payment-in-kind note (PIK Notes), the principal balance
and all outstanding interest of the Note and the PIK Notes to be paid in seven
years from the date of the original Note. The parties expect to close the
transaction around the end of the first quarter of 2001. As a result of entering
into the agreement to sell Resorts Atlantic City at a purchase price less than
its carrying value, the Company recorded a loss of $229.2 million in the fourth
quarter of 2000.

The Company, SIHL and Sun
International Bahamas Limited, a wholly-owned subsidiary of SIHL, are
co-borrowers on an existing Revolving Bank Credit Agreement (the Revolving
Credit Facility), for which the maximum amount of borrowings outstanding
is $500 million, such amount to be reduced by $125 million on August 12, 2001.
To allow for the Resorts Atlantic City Sale and the Atlantic City Option, in
January 2001, the Revolving Credit Facility was amended. The amendment states,
among other things, that in lieu of the $125 million reduction discussed above,
(i) if the Resorts Atlantic City Sale is consummated on or before August 12,
2001, on the date of such consummation, the maximum amount of borrowings that
may be outstanding on the Revolving Credit Facility will be reduced by the net
cash proceeds received by the Company, subject to a minimum cash consideration
of $125 million, and (ii) if the Atlantic City Option is consummated on or
before August 12, 2001, the amount of borrowings available on the Revolving
Credit Facility will be further reduced by the net proceeds received by the
Company.

Sun Cove has a 50% interest
in, and is a managing partner of Trading Cove Associates (TCA), a
Connecticut general partnership that developed, and until December 31, 1999, had
a management agreement (the Management Agreement) with the Mohegan
Tribal Gaming Authority, an instrumentality of the Mohegan Tribe of Indians of
Connecticut (the Tribe) to operate a casino resort and entertainment
complex situated in the town of Uncasville, Connecticut (the Mohegan Sun
Casino). The Management Agreement which covered management, marketing and
administrative services, provided that TCA was entitled to receive between 30%
and 40% of the net profits, as defined, of the Mohegan Sun Casino. TCA is
obligated to pay certain amounts to its partners and certain of their
affiliates, as priority payments. These amounts are paid as TCA receives
sufficient cash to meet those priority distributions.

On February 9,1998, the
Tribe appointed TCA to develop its expansion of the Mohegan Sun Casino, which is
currently expected to cost approximately $960.0 million. In addition, TCA and
the Tribe entered into an agreement (the Relinquishment Agreement)
whereby it was agreed that effective January 1, 2000, TCA would turn over
management of the Mohegan Sun Resort Complex (which comprises the existing
operations and the proposed expansion) to the Tribe. Pursuant to the
Relinquishment Agreement, the Management Agreement was terminated and, effective
January 1, 2000, TCA receives payments of five percent of the gross revenues of
the Mohegan Sun Resort Complex for a 15-year period. The expansion of the
Mohegan Sun Casino is expected to open in late 2001, at which time payments
received by TCA under the Relinquishment Agreement will be based on gross
revenues of the expanded casino.

Trading Cove New York, LLC
(TCNY), a Delaware limited liability company, is 50% owned by Sun
Cove. In March 2001, TCNY entered into a Development Services Agreement (the
Development Agreement) with the Stockbridge-Munsee Band of Mohican
Indians (the Mohican Tribe) for the development of a casino project
in the Catskill region of New York (the NY Project). Pursuant to the
Development Agreement, TCNY will provide preliminary NY Project funding, certain
NY Project financing and development services. TCNY has secured land and/or
options on approximately 340 acres of property in the town of Thompson for the
NY Project. The Mohican Tribe does not currently have reservation land in the
State of New York, but is federally recognized and operates a casino on its
reservation in Wisconsin. The NY Project is contingent upon numerous federal,
state and local approvals to be obtained by the Mohican Tribe, which approvals
are beyond the control of TCNY. The Company can make no representation as to
whether any of the required approvals will be obtained by the Mohican Tribe.

On March 2, 2000, SIHL and
Starwood Hotels and Resorts Worldwide Inc. (Starwood) announced that
they had agreed to terminate their agreement (the Termination
Agreement) under which the Company was to acquire the Desert Inn Hotel and
Casino in Las Vegas (the Desert Inn) for $275 million. In connection
with the proposed acquisition of the Desert Inn, the Company had previously
placed a $15 million deposit with Starwood (the Deposit). As of
December 31, 1999, the Deposit was included in deferred charges and other assets
in the accompanying consolidated balance sheets. Pursuant to the Termination
Agreement, the amount, if any, that the Company would be required to pay from
the Deposit was based on the ultimate sales price of the Desert Inn to another
party.

In June 2000, Starwood
closed on the sale of the Desert Inn for approximately $270 million, subject to
certain post-closing adjustments, to an unrelated party. As a result, the
Company was required to pay to Starwood $7.2 million from the Deposit. The
remaining $7.8 million of the Deposit was refunded to the Company in August
2000. Purchase termination costs in the accompanying consolidated statement of
operations include the $7.2 million paid to Starwood and $4.0 million of further
costs related to the Desert Inn transaction.

## (B) FINANCIAL
INFORMATION ABOUT INDUSTRY SEGMENTS

## (C) NARRATIVE DESCRIPTION
OF BUSINESS

## Atlantic City,
New Jersey

## Gaming
Facilities

Resorts Atlantic City has a
75,000-square foot casino and a simulcast pari-mutuel betting facility of
approximately 3,000 square feet. At December 31, 2000, these gaming areas
contained approximately 73 table games that consisted of 35 blackjack tables,
eight roulette tables, seven craps tables, and 23 other specialty games that
included Caribbean Stud, Baccarat, Mini- Baccarat, Let It Ride, Three-card
Poker, Pai Gow Poker, Big Six and Spanish 21. There were also 2,367 slot
machines and five betting windows and six customer-operated terminals for
simulcast pari-mutuel betting. Management of Resorts Atlantic City continuously
monitors the configuration of the casino floor and the games it offers to
patrons with a view towards making changes and improvements. As new games have
been approved by the Casino Control Commission, management has integrated such
games into its casino operations to the extent it deems appropriate.

Casino gaming in Atlantic
City is highly competitive and is strictly regulated under the New Jersey Casino
Control Act and regulations promulgated thereunder (the Casino Control
Act), which affect virtually all aspects of RIHs casino operations.
See Regulation and Gaming Taxes and Fees below.

## Resort and
Hotel Facilities

Resorts Atlantic City
commenced operations in May 1978 and was the first casino/hotel opened in
Atlantic City. This was accomplished by the conversion of the former Haddon Hall
Hotel, a classic hotel structure originally built in the early 1900s, into
a casino/hotel. It is situated on approximately seven acres of land with
approximately 310 feet of Boardwalk frontage overlooking the Atlantic Ocean.
Resorts Atlantic City consists of two hotel towers, the fifteen story Ocean
Tower and the nine story Atlantic City Tower. In addition to the casino
facilities described above, the casino/hotel complex includes approximately 644
guest rooms and suites, a 1,400 seat theater, seven restaurants, a VIP slot and
table player lounge, an indoor swimming pool, a lounge, a health club and retail
stores. The complex also has approximately 28,000 square feet of convention
facilities, including six large meeting rooms and a 12,000 square foot ballroom.

RIH owns a garage that is
connected to Resorts Atlantic City by a covered walkway. This garage is used for
patrons self parking and accommodates approximately 700 vehicles. RIH also
owns additional adjacent properties consisting of approximately 3.5 acres which
provide parking for approximately 300 cars. In addition, SINA owns approximately
4.4 acres adjoining Resorts Atlantic City which acreage currently provides
additional uncovered self-parking for approximately 400 cars and valet parking
for approximately 415 cars. Pursuant to the Resorts Atlantic City Sale, the 4.4
acres owned by SINA will be leased to Colony upon closing of that transaction.
This property is also included in the Atlantic City Option.

Consistent with industry
practice, RIH reserves a portion of its hotel rooms and suites as complimentary
accommodations for high-level casino wagers. For 2000, 1999 and 1998 the average
occupancy rates, including complimentary rooms, which were primarily provided to
casino patrons, were 87%, 82% and 91% respectively. The average occupancy rate
and weighted average daily room rate, excluding complimentary rooms, were 27%
and $86, respectively, for 2000. This compares with 36% and $68, respectively,
for 1999, and 36% and $71, respectively, for 1998.

## Entertainment

Although Resorts Atlantic
City has reduced the amount of headline entertainment it offers as compared to
recent years, the property continues to offer some headliners as part of its
strategy to pursue retail revenue in its theater. In addition, the property
offers complimentary entertainment in its VIP player lounge to attract casino
patrons.

## Player
Development/Casino Hosts/Junkets

RIH employs junket, player
development and Asian marketing representatives to promote Resorts Atlantic City
to prospective gaming patrons. Resorts Atlantic City has casino hosts who assist
patrons on the casino floor, make room and dinner reservations, encourage
Resorts Card membership (the player identification card) sign-ups in order to
increase Resorts marketing base and provide general assistance.

## Promotional
Activities

The Resorts Card
constitutes a key element in Resorts Atlantic Citys direct marketing
program. Slot machine players are encouraged to register for and utilize their
personalized Resorts Card to earn various complimentary items based upon their
level of play. The Resorts Card is inserted during play into a card reader
attached to the slot machine for use in computerized rating systems. These
computer systems record data about the cardholder, including playing
preferences, frequency and denomination of play and the amount of gaming
revenues produced.

Resorts Atlantic City
designs promotional offers, conveyed via direct mail and telemarketing, and to
patrons expected to provide revenues based upon their historical gaming
patterns. Such information is gathered on slot wagering by the Resorts Card and
on table game wagering by the table games management. Promotional activities
include the mailing of vouchers for complimentary slot play.

Resorts Atlantic City
conducts slot machine and table game tournaments in which cash prizes are
offered to a select group of players invited to participate in the tournament
based upon their tendency to play. Such players tend to play at their own
expense during off-hours of the tournament. At times, tournament
players are also offered special dining and entertainment privileges that
encourage them to remain at Resorts Atlantic City.

## Capital
Improvements

In 1999, the Company
completed a major renovation of Resorts Atlantic City at a cost of approximately
$48 million. This included extensive renovations to the casino floor, hotel
lobby, guestrooms and suites, room corridors, restaurants, the hotel porte
cochere and public areas. In addition, three new restaurants were created,
replacing two older restaurants and a VIP player lounge was constructed. In
December 2000 management completed construction of a $3.5 million nine-bay bus
center with a waiting area having a capacity of 250 persons. Additionally,
during 2000 RIH expended $3.3 million on new slot machines, conversions and
upgrades of existing machines and for associated amenities. Other expenditures
consisted of various building improvement projects and information technology
upgrades.

## Convention
Center and Casino/Hotel Expansions

In May 1997, the State of
New Jersey opened a new convention center. The new convention center has 500,000
square feet of continuous exhibit space and an additional 109,000 square feet of
meeting rooms, making it the largest center from Atlanta to Boston.

The convention center was
part of a broader plan that included the expansion of the Atlantic City
International Airport, a new 500-room convention hotel, which opened in November
1997, and the transformation of the main entryway into Atlantic City into a new
corridor. In 1997, this new corridor, which links the new convention center and
hotel with the Boardwalk, was completed. In all, six blocks were transformed
into an expansive park with extensive landscaping, night-time lighting, and a
large fountain and pool with an 86-foot lighthouse. Officials have commented
upon the need for improved commercial air service into Atlantic City as a factor
in the success of the convention center. See further discussion under
Transportation Facilities below.

It is believed that
additional hotel rooms are necessary to support the convention center as well as
to allow Atlantic City to become a competitive destination resort. To spur
construction of new hotel rooms and renovation of substandard hotel rooms into
deluxe accommodations, a total of $175 million has been set aside by the Casino
Reinvestment Development Authority (the CRDA), a public authority,
to aid in financing such projects. To date, the CRDA has authorized financing in
the amount of $105 million which has resulted in the construction of
approximately 2,680 new hotel rooms and has reserved funding in the amount of
$70 million to four casinos, including Resorts Atlantic City for the
construction of up to 3,770 additional hotel rooms. RIHs share of the
funding reserved by the CRDA is $27.3 million to construct up to 1,500 rooms.
Also, Mirage Resorts, Inc. (Mirage) was selected to be the developer
of an approximate 180-acre tract in the Marina area of Atlantic City (the
H-Tract). In 2000, Mirage merged with MGM Grand, Inc. to form MGM
Mirage, Inc. (MGM Mirage). MGM Mirage has entered into an agreement
with Boyd Gaming Corp. to build a $1 billion, 2,010-room casino/hotel to be
called the Borgata. Groundbreaking for the Borgata took place in September 2000
with the opening planned for mid to late 2003. In March 2001, MGM Mirage
announced that they are in the preliminary planning stages of another
casino/hotel property in Atlantic City and they expect to announce details of
the plan later in 2001. Also included in the development of the H-Tract is the
construction of a tunnel and connector road link between the Atlantic City
Expressway and the Marina area, for which infrastructure improvements were
considered requisite to the expansion plans announced for the Marina area. The
groundbreaking for the tunnel construction occurred in November 1998 and is
expected to be completed in the summer of 2001.

Although these developments
are viewed as positive and favorable to the future prospects of the Atlantic
City gaming industry, management of RIH, at this point, can make no
representations as to whether, to what extent or to how these developments may
affect RIHs operations.

## Transportation
Facilities

The lack of an adequate
transportation infrastructure in the Atlantic City area continues to negatively
affect the industrys ability to attract patrons from outside a core
geographic area. In 1996, the Atlantic City International Airport (located
approximately 12 miles from Atlantic City) was expanded to double the size of
the terminal and add departure gates, to improve the baggage handling system and
provide sheltered walkways connecting the terminal and planes. However,
scheduled service to that airport from major cities by national air carriers
remains limited.

Since the inception of
gaming in Atlantic City there has been no significant change in the
industrys marketing base or in the principal means of transportation to
Atlantic City, which continues to be automobile and bus. The resulting
geographic limitations and traffic congestion have restricted Atlantic
Citys growth as a major resort destination.

RIH continues to utilize
day-trip bus programs. To accommodate its bus patrons in 2000, Resorts Atlantic
City constructed a nine-bay bus center with a waiting area which can accommodate
up to 250 persons.

In conjunction with a
street beautification and housing project that was given approval by the CRDA,
that agency has engaged consultants to explore the feasibility of the
beautification and widening of North Carolina Avenue which would allow for
improved traffic flow in a more appealing corridor from Absecon Boulevard (Route
30) to the main entrance of Resorts Atlantic City. Also, as noted in
Convention Center and Casino/Hotel Expansions above, construction of
a tunnel and connector road link between the Atlantic City Expressway and the
Marina area began in November 1998 and is expected to be completed in the summer
of 2001.

## Competition

Competition in the Atlantic
City casino/hotel industry is intense. Casino/hotels compete primarily on the
basis of promotional allowances, entertainment, advertising, services provided
to patrons, caliber of personnel, attractiveness of the hotel and casino areas
and related amenities and parking facilities. Resorts Atlantic City competes
directly with 11 casino/hotels in Atlantic City which, in the aggregate, contain
approximately 1,198,000 square feet of gaming area, including simulcast betting
and poker rooms, and 11,318 hotel rooms. Significant additional expansion is
expected in the near future due to the previously discussed expansion projects
to be financed by the CRDA, as well as the construction of new casino/hotels
announced for the Marina area and the South Inlet section.

Resorts Atlantic City is
located at the northern end of the Boardwalk adjacent to the Taj Mahal, which is
next to the Showboat Casino Hotel (the Showboat). These three
properties have a total of approximately 2,649 hotel rooms and approximately
328,000 square feet of gaming space in close proximity to each other. In 2000,
the three casino/hotels combined generated approximately 26% of the gross gaming
revenue of Atlantic City. A 28-foot wide enclosed pedestrian bridge between
Resorts Atlantic City and the Taj Mahal allows patrons of both hotels and guests
for events being held at Resorts Atlantic City and at the Taj Mahal to move
between the facilities without exposure to the weather. A similar enclosed
pedestrian bridge connects the Showboat to the Taj Mahal, allowing patrons to
walk under cover among all three casino/hotels. The remaining nine Atlantic City
casino/hotels are located approximately one-half mile to one and one-half miles
to the south on the Boardwalk or in the Marina area of Atlantic City.

In recent years,
competition for the gaming patron outside of Atlantic City has become extremely
intense. In 1988, only Nevada and New Jersey had legalized casino operations.
Currently, almost every state in the United States has some form of legalized
gaming. Directly competing with Atlantic City for the day-trip patron are two
gaming properties on Indian reservations in Connecticut. One is Foxwoods Resort
and Casino operated by the Pequot Tribe. The other, the Mohegan Sun Casino,
opened in October 1996 and until December 31, 1999 was managed by TCA. The
Oneida Indians operate a casino near Syracuse, New York. Other Indian tribes in
the states of New York, Rhode Island and Connecticut are seeking federal
recognition in order to establish gaming operations which would further increase
the competition for day-trip patrons. In addition, three racetracks in the State
of Delaware operate slot machines.

The expansion of casino
gaming, particularly that which has been or may be introduced into jurisdictions
in close proximity to Atlantic City, adversely affects RIHs operations as
well as the Atlantic City gaming industry.

## Gaming Credit
Policy

Credit is extended to
select gaming customers primarily in order to compete with other casino/hotels
in Atlantic City which also extend credit to customers. Credit play represented
25.3% of table game volume at Resorts Atlantic City in 2000, 25.0% in 1999 and
17.4% in 1998. The credit play percentage of table game volume for the Atlantic
City industry was 23.4% in 2000, 24% in 1999 and 23.2% in 1998. RIHs
gaming receivables, net of allowance for uncollectible amounts, were $6.9
million, $4.8 million and $3.3 million as of December 31, 2000, 1999 and 1998,
respectively. The collectibility of gaming receivables has an effect on results
of operations, however management believes that overall collections have been
satisfactory. Atlantic City gaming debts are enforceable under the laws of New
Jersey and certain other states, although it is not clear whether other states
will honor this policy or enforce judgments rendered by the courts of New Jersey
with respect to such debts.

## Security
Controls

Gaming at Resorts Atlantic
City is conducted by personnel trained and supervised by RIH. Prior to
employment, all casino personnel must be licensed under the Casino Control Act.
Security checks are made to determine, among other matters, that job applicants
for key positions have had no criminal ties or associations. RIH employs
extensive security and internal controls at its casino. Security at Resorts
Atlantic City utilizes closed circuit video cameras to monitor the casino floor
and money counting areas. The count of moneys from gaming is observed daily by
government representatives.

## Seasonal
Factors

RIHs business
activities are strongly affected by seasonal factors that influence the New
Jersey beach tourist trade. Higher revenues and earnings are typically realized
during the middle third of the year.

## Employees

RIH had a maximum of
approximately 3,220 employees during 2000 and RIH believes that its employee
relations are satisfactory. Approximately 1,350 of RIHs employees are
represented by unions. Of these employees, approximately 1,050 are represented
by the Hotel Employees and Restaurant Employees International Union Local 54,
whose contract was renewed in September 1999 for a term of five years. There are
several union contracts covering other union employees.

All of RIHs casino
employees and certain of its hotel employees must be licensed under the Casino
Control Act. Casino employees are those employees whose work requires access to
the casino, the casino simulcasting facility or restricted casino areas. Casino
and certain hotel employees must meet applicable standards pertaining to such
matters as financial responsibility, good character, ability, casino training
and experience and New Jersey residency. Certain hotel employees are no longer
required to be registered with the Casino Control Commission.

## Regulation and
Gaming Taxes and Fees

## General

RIHs operations in
Atlantic City are subject to regulation under the Casino Control Act, which
authorizes the establishment of casinos in Atlantic City, provides for
licensing, regulation and taxation of casinos and created the Casino Control
Commission and the Division of Gaming Enforcement to administer the Casino
Control Act. In general, the provisions of the Casino Control Act concern: the
ability, character and financial stability and integrity of casino operators,
their officers, directors and employees and others financially interested in a
casino; the nature and suitability of hotel and casino facilities, operating
methods and conditions; and financial and accounting practices. Gaming
operations are subject to a number of restrictions relating to the rules of
games, type of games, credit play, size of hotel and casino operations, hours of
operation, persons who may be employed, companies which may do business with
casinos, the maintenance of accounting and cash control procedures, security and
other aspects of the business.

## Casino License

A casino license is
initially issued for a term of one year and must be renewed annually by action
of the Casino Control Commission for the first two renewal periods succeeding
the initial issuance of a casino license. The Casino Control Commission may
renew a casino license for a period of four years, although licensing hearings
may be reopened at any time. A license is not transferable and may be
conditioned, revoked or suspended at any time upon proper action by the Casino
Control Commission. The Casino Control Act also requires an operations
certificate which, in effect, has a term coextensive with that of a casino
license.

On February 26, 1979, the
Casino Control Commission granted a casino license to RIH for the operation of
Resorts Atlantic City. In January 2000, RIHs license was renewed until
January 31, 2004.

## Restrictions on Ownership of Equity and Debt Securities

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). Among other restrictions, the sale, assignment, transfer, pledge
or other disposition of any security issued by a corporation which holds a
casino license is conditional and shall be ineffective if disapproved by the
Casino Control Commission. If the Casino Control Commission finds that an
individual owner or holder of any securities of a corporate licensee or its
holding company 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. In the case of corporate holding companies and affiliates whose
securities are publicly traded, the Casino Control Commission may require
divestiture of the security held by any disqualified holder who is required to
be qualified under the Casino Control Act.

In the event that entities
or persons required to be qualified refuse or fail to qualify and fail to divest
themselves of such security interest, 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. The Amended and Restated Certificate of Incorporation of SINA
provides that all securities of SINA are held subject to the condition that if
the holder thereof is found to be disqualified by the Casino Control Commission
pursuant to provisions of the Casino Control Act, then that holder must dispose
of his or her interest in the securities.

## Remedies

In the event that it is
determined that a licensee has violated the Casino Control Act, or if a security
holder of the licensee required to be qualified is found disqualified but does
not dispose of his securities in the licensee or holding company, under certain
circumstances the licensee could be subject to fines or have its license
suspended or revoked.

The Casino Control Act
provides for the mandatory appointment of a conservator to operate the casino
and hotel facility if a license is revoked or not renewed and permits the
appointment of a conservator if a license is suspended for a period in excess of
120 days. If a conservator is appointed, the suspended or former licensee is
entitled to a fair rate of return out of net earnings, if any, during the
period of the conservatorship, taking into consideration that which amounts to a
fair rate of return in the casino or hotel industry. Under certain
circumstances, upon the revocation of a license or failure to renew, the
conservator, after approval by the Casino Control Commission and consultation
with the former licensee, may sell, assign, convey or otherwise dispose of all
of the property of the casino/hotel. In such cases, the former licensee is
entitled to a summary review of such proposed sale by the Casino Control
Commission and creditors of the former licensee and other parties in interest
are entitled to prior written notice of sale.

## License Fees,
Taxes and Investment Obligations

The Casino Control Act
provides for casino license renewal fees, other fees based upon the cost of
maintaining control and regulatory activities and various license fees for the
various classes of employees. In addition, a casino licensee is subject annually
to a tax of 8% of gross revenue (defined under the Casino Control
Act as casino win, less provision for uncollectible accounts up to 4% of casino
win) and license fees of $500 on each slot machine. Also, the Casino Control Act
has been amended to create an Atlantic City fund (the AC Fund) for
economic development projects other than the construction and renovation of
casino/hotels. Beginning with fiscal year 1999/2000 and for the following three
fiscal years, an amount equal to the average paid into the AC Fund for the
previous four fiscal years shall be contributed to the AC Fund. Each
licensees share of the amount to be contributed to the AC Fund is based
upon its percentage of the total industry gross revenue for the relevant fiscal
year. After eight years, the casino licensees requirement to contribute to
this fund ceases.

The following table
summarizes, for the periods shown, the fees, taxes and contributions assessed
upon RIH by the Casino Control Commission.

`2000             1999             1998
                                              --------------   --------------   --------------

        Gaming tax                             $ 18,904,000     $ 17,701,000     $ 18,785,000
        License, investigation, inspection and
          other fees                              3,891,000        3,603,000        3,733,000
        Contribution to AC Fund                     453,000          307,000          496,000
                                              --------------   --------------   --------------
                                               $ 23,248,000     $ 21,611,000     $ 23,014,000
                                              ==============   ==============   ==============`

The Casino Control Act, as
originally adopted, required a licensee to make investments equal to 2.5% of the
licensees gross revenue (the investment obligation) for each
calendar year, commencing in 1979, in which such gross revenue exceeded its
cumulative investments (as defined in the Casino Control Act). A
licensee had five years from the end of each calendar year to satisfy this
investment obligation or become liable for an alternative tax in the
same amount. In 1984, the New Jersey legislature amended the Casino Control Act
so that these provisions now apply only to investment obligations for the years
1979 through 1983.

Effective for 1984 and
subsequent years, the amended Casino Control Act requires a licensee to satisfy
its investment obligation by purchasing bonds to be issued by the CRDA or by
making other investments authorized by the CRDA, in an amount equal to 1.25% of
a licensees gross revenue. If the investment obligation is not satisfied,
then the licensee will be subject to an investment alternative tax of 2.5% of
gross revenue. Licensees are required to make quarterly deposits with the CRDA
against their current year investment obligations. RIHs investment
obligations for the years 2000, 1999, and 1998 amounted to $2.6 million, $2.8
million and $2.9 million, respectively, and have been satisfied by deposits made
with the CRDA.At December 31, 2000, RIH held $7.5 million face amount of
bonds issued by the CRDA and had $18.1 million on deposit with the CRDA. The
CRDA bonds issued have interest rates ranging from 3.6% to 7.0% and have
repayment terms of between 20 and 50 years.

In February 1999, the
Company and various Atlantic City casinos entered into agreements with the CRDA
to invest in a project the CRDA and the New Jersey Sports and Exposition
Authority are planning to renovate the existing Atlantic City Boardwalk
Convention Center into a 10,000 to 14,000 seat special events center (the
Project).

The Project will be funded
in phases through direct investments from various Atlantic City casinos,
including the Company. Of the total budgeted cost, the Company has agreed to
invest $8.7 million in cash which will be paid from funds the Company has or
will have deposited with the CRDA to meet its investment obligations as
described above. As of December 31, 2000, $1.9 million of the total amount
deposited with the CRDA by the Company had been allocated to the Project. As the
CRDA allocates funds deposited by the Company to the Project, the Company will
receive an investment credit reducing its obligation to purchase CRDA bonds in
an equal amount.

## Other
Properties

SINA owns approximately 15
acres of land adjacent to Resorts Atlantic City and an additional 11 acres at
various sites in Atlantic City that the Company intends to develop or are
available for sale. As part of the Resorts Atlantic City Sale, See ITEM 1.
BUSINESS, (a) General Development of Business, 5.5 acres of the land
adjacent to Resorts Atlantic City, and approximately six acres elsewhere in
Atlantic City will be sold to Colony. The remainder of the land adjacent to
Resorts Atlantic City is included in the Atlantic City Option, certain of which
will be leased by Colony immediately following the closing of the Resorts
Atlantic City Sale.

## Connecticut

Sun Cove has a 50% interest
in, and is a managing partner of, TCA, a Connecticut general partnership, that
developed and until December 31, 1999, managed the Mohegan Sun Casino, a casino
and entertainment complex in Uncasville, Connecticut. TCA managed the Mohegan
Sun Casino pursuant to the Management Agreement. The Management Agreement
provided that TCA was entitled to receive between 30% and 40% of the net
profits, as defined, of the Mohegan Sun Casino.

In February 1998, the Tribe
appointed TCA to develop its $960.0 million expansion of the Mohegan Sun Casino,
for a fee of $14 million. The expansion includes an additional 120,000 square
foot casino, a 1,200-room hotel, an arena and additional retail space. It is
anticipated that the new casino will open in the fourth quarter of 2001 with the
hotel opening in the second quarter of 2002. In addition, TCA and the Tribe
entered into the Relinquishment Agreement whereby it was agreed that effective
January 1, 2000, TCA would turn over management of the Mohegan Sun Resort
Complex to the Tribe. Pursuant to the Relinquishment Agreement, the Management
Agreement was terminated and, beginning January 1, 2000, TCA receives annual
payments of five percent of the gross revenues of the Mohegan Sun Resort
Complex, including the expansion, for a 15-year period.

The Mohegan Sun Casino has
a Native American theme that is conveyed through architectural features and the
use of natural design elements such as timber, stone and water. Guests enter the
Mohegan Sun Casino through one of four major entrances, each of which is
distinguished by a separate seasonal theme; winter, spring, summer and fall,
emphasizing the importance of the seasonal changes to tribal life. The Mohegan
Sun Casino currently includes approximately 150,000 square feet of gaming space
and features more than 3,000 slot machines, 153 table games, 42 poker tables and
guest parking for 7,500 cars. The site for the Mohegan Sun Casino is located
approximately one mile from the interchange of Interstate 395 and Connecticut
Route 2A, which is a four-lane expressway. A four-lane access road from Route 2A
(with its own exit) gives patrons of the Mohegan Sun Casino direct access to
Interstate 395, which is connected to Interstate 95, the main highway linking
Boston, Providence and New York. This road system allows customers to drive
directly into the property from the interstate highway system without
encountering any traffic light.

Sun Cove is one of two
managing partners of TCA. All decisions of the managing partners require the
concurrence of Sun Cove and the other managing partner, Waterford Gaming, L.L.C.
In the event of deadlock there are mutual buy-out provisions.

## Florida

Sun International Resorts,
Inc., together with its subsidiaries based in Florida, provides general and
administrative support services, marketing services, travel reservations and
wholesale tour services for SIHLs properties in The Bahamas.

## New York

A subsidiary of SINA leases
office space in New York City for its corporate marketing and public relations
office which provides services to SINA and its affiliated companies.

## (D)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

## ITEM 2.
PROPERTIES

## Casino, Hotel
and Related Properties

The Companys core
real estate assets consist of approximately 26 acres of developed land and land
available for development in Atlantic City.

RIH owns land used in the
operation of the casino/hotel which consists of approximately 12 acres and is
owned in fee simple, except for approximately 1.2 acres of the Resorts Atlantic
City site which are leased by RIH pursuant to ground leases expiring from 2056
through 2067. The 12 acres includes approximately seven acres under the Resorts
Atlantic City building complex, approximately 3.5 acres of parking lots
available for future expansion and the approximate one acre in front of the
casino/hotel which is utilized for patron valet and related services.

SINA also owns in fee
simple approximately 15 acres of real property immediately adjacent to its
existing casino hotel in Atlantic City. These properties are zoned for casino
hotel use and available for future expansion. Some of the properties are
currently utilized as surface parking lots and others are vacant lots. Among
these properties is an approximate 5.5 acre Atlantic Ocean pier site, two acres
of which contained the former Steeplechase Pier. The pier has been removed and
the Company has current federal and state permits to construct a new pier on two
acres of the 5.5-acre site. Atlantic City amended its zoning ordinances to
permit casinos, hotel rooms and ancillary amusements on five of the citys
pier sites, including the Steeplechase Pier site. State environmental
regulations are currently under review as a result of the citys recent
zoning changes. The Steeplechase Pier site is among the property that will be
sold to Colony in the Resorts Atlantic City Sale. The remainder of the 15 acres
is included in the Atlantic City Option and certain of this property will be
leased by Colony immediately following the closing of the Resorts Atlantic City
Sale.

## Other
Properties

The Company also owns in
fee simple real estate at several different locations in Atlantic City
consisting of approximately 11 acres. Among these are an approximate six acres
of land adjacent to Delaware Avenue in Atlantic City, a portion of which is
utilized by the Company for a warehouse operation servicing Resorts Atlantic
City and an approximate four acres of real estate in the Southeast Inlet section
of Atlantic City. The Delaware Avenue site is included in the property being
sold to Colony in the Resorts Atlantic City Sale, however, the real estate in
the Southeast Inlet section will continue to be owned by SINA upon completion of
that transaction.

In addition, SINA currently
owns in fee simple approximately 45 acres of property located in Atlantic City
on Blackhorse Pike, a portion of which may be considered to be wetlands.

## ITEM 3. LEGAL
PROCEEDINGS

## US District
Court Action - SINA v. Lowenschuss

As previously reported, in
September 1989 SINA filed an action in the US District Court for the Eastern
District of Pennsylvania to recover certain sums paid to the defendant, as
trustee for two Individual Retirement Accounts and the Fred Lowenschuss
Associates Pension Plan (the Pension Plan), for SINA stock in a 1988
merger, in which SINA was acquired by Merv Griffin. This action was transferred
to the NJ Bankruptcy Court in connection with the Companys former
bankruptcy case commenced there in 1989.

In February 1992, the NJ
Bankruptcy Court issued an opinion granting partial summary judgment in favor of
SINA on one of its six causes of action. The NJ Bankruptcy Court reserved the
issue of remedies for trial.

In August 1992, Fred
Lowenschuss filed for Chapter 11 reorganization in the US Bankruptcy Court for
the District of Nevada (the Nevada Bankruptcy Court). As a result,
the NJ Bankruptcy Court stayed SINAs action against Lowenschuss.

The Nevada Bankruptcy Court
confirmed Fred Lowenschuss plan of reorganization in October 1993. SINA
appealed certain portions of the confirmation order and other orders of the
Nevada Bankruptcy Court. In June 1994, the US District Court for the District of
Nevada (the Nevada District Court) granted SINAs appeal in all
respects. In October 1995, the US Court of Appeals for the Ninth Circuit
affirmed the Nevada District Courts ruling in all respects, and in
November 1995, the Court of Appeals denied Fred Lowenschuss petition for
rehearing. On June 10, 1996, the United States Supreme Court denied Fred
Lowenschuss petition for a writ of certiorari.

All interested parties,
including SINA, filed motions with the Nevada Bankruptcy Court about their
respective claims and priority rights under the US Bankruptcy Code. The Nevada
Bankruptcy Court ruled on these motions, and SINA and other parties appealed,
first to the Nevada District Court and then to the Court of Appeals for the
Ninth Circuit. At the time that the United States Supreme Court denied
SINAs petition for a writ of certiorari, on November 29,1999 (see
discussion below), SINA had three appeals pending, one in the Court of Appeals
and two in the Nevada District Court. SINA voluntarily dismissed all three
appeals and simultaneously withdrew its proofs of claim in Lowenschuss
bankruptcy case.

On November 2 and 3, 1995,
the NJ Bankruptcy Court held a trial on the merits of SINAs claims against
the trustee of the Pension Plan. On April 22, 1997, the NJ Bankruptcy Court
issued a final opinion in SINAs favor, and on May 20, 1997 entered a
judgment in SINAs favor finding that the trustee for the two Individual
Retirement Accounts and the Pension Plan committed fraud against SINA and that
SINA was entitled to restitution. The NJ Bankruptcy Court awarded SINA $3.8
million plus prejudgment interest and $250,000 punitive damages, for a total
award of approximately $5.7 million. On July 7, 1997 the NJ Bankruptcy Court
amended the judgment to apportion the damages between the Pension Plan and the
Individual Retirement Accounts. The NJ Bankruptcy Court also denied
Defendants request for a stay of enforcement of the judgment.
Subsequently, the Defendants filed an appeal of the NJ Bankruptcy Courts
decision in the US District Court for the District of New Jersey (the New
Jersey District Court). On March 26, 1998, The New Jersey District Court
reversed the judgment of the NJ Bankruptcy Court. SINA filed an appeal of the
New Jersey District Courts decision with the US Court of Appeals for the
Third Circuit (the Circuit Court). On June 30, 1999, the Circuit
Court issued an opinion affirming the New Jersey District Courts decision.
SINAs subsequent petition for a writ of certiorari to the United States
Supreme Court was denied on November 29, 1999, thereby concluding this
litigation.

In connection with that
litigation, Laurance Lowenschuss, as trustee for the Pension Plan, and Fred
Lowenschuss, as trustee of the Trusts and as custodian, filed an action in May
1996 against SINA for preliminary and permanent injunctive relief. The
Lowenschusses sought an order from the US Bankruptcy Court for the District of
Delaware (the Delaware Bankruptcy Court) to extend the
post-confirmation bar date of the Plan and to secure the return of certain
escrowed distributions to holders of Old Series Notes (as defined in the Plan).

On May 9, 1996, the
Delaware Bankruptcy Court entered an order, to which the parties had stipulated,
extending the Lowenschuss date of surrender for Old Series Notes through
November 10, 1996. By further stipulations, the date of surrender has been
further extended through May 12, 2000, during which time any funds held in
escrow under the Plan will not be distributed.

On March 8, 1996, Fred
Lowenschuss, as trustee of various Lowenschuss childrens trusts (the
Trusts), and Laurance Lowenschuss, as trustee for the Pension Plan,
filed a counterclaim and a third party claim against SINA and First Interstate
Trust Company in the NJ Bankruptcy Court alleging that the Pension Plan and the
Trusts timely surrendered certain securities for exchange under the
Companys 1990 plan of reorganization and that those securities were
wrongfully dishonored and returned. The Company replied to the counterclaims in
April 1996 and denied the allegations. Since 1996, the parties have voluntarily
stayed this litigation, pending the resolution of Lowenschuss bankruptcy
case in Nevada.

The foregoing litigation
and bankruptcy proceedings have spawned additional and related litigation,
including the following: (a) an injunction action brought by Fred Lowenschuss,
wherein the Nevada Bankruptcy Court enjoined SINA from proceeding against Fred
Lowenschuss individually; the Nevada District Court dismissed appeals by both
SINA and Fred Lowenschuss, and the Ninth Circuit, on March 6, 1997, affirmed the
District Courts dismissal of Fred Lowenschuss appeal; (b) a
malicious prosecution action brought by Fred Lowenschuss against SINA and its
counsel that was dismissed by the Nevada Bankruptcy Court and the Nevada
District Court; on March 6, 1997, the Ninth Circuit affirmed the District
Courts dismissal of Lowenschuss appeal and awarded SINA monetary
sanctions, finding that the Lowenschuss appeal was frivolous; and (c) an
action filed by Laurance Lowenschuss, as trustee of the Pension Plan, in the
Nevada District Court against SINA, which was transferred to the NJ District
Court; in January, 1996, the NJ District Court referred the matter to the NJ
Bankruptcy Court. In February 2001, the NJ Bankruptcy Court granted SINAs
motion to dismiss Lowenschuss action for malicious prosecution in
Adversary Proceeding No. 96-2350 and denied SINAs motion to dismiss
certain counterclaims in Adversary Proceeding No. 90-1005 related to the
exchange of bonds in the Delaware Bankruptcy Court proceeding discussed above.

## Philip Goldberg Family Trust vs. Resorts International Hotel, Inc.

On June 25, 1998 Betsy
Peck, as Trustee for the Philip Goldberg Family Trust (the Trust),
filed suit against RIH in the Superior Court of New Jersey, Chancery Division,
Atlantic County. The complaint involved a quarter of an acre parcel of land that
lies under the parking garage adjacent to RIH (the Lot). The Lot is
owned by the Trust and by way of an assignment in 1978, RIH is a leasee under a
lease which was entered into in 1956 for purposes of using the site to construct
improvements that would be tied into a motel which was located on a contiguous
lot (the Lease). In 1980 RIH demolished the motel and the
improvements on the Lot and in 1981 RIH completed construction of a parking
garage on four parcels of land, which included the Lot and three parcels which
are owned by RIH.

The complaint alleged that
the Lease requires any improvements on the Lot to be freestanding and detached
or detachable from improvements or uses on the contiguous lots. Based upon this
interpretation of the Lease, the Trust argued that when the parking garage was
constructed approximately twenty years ago, the construction violated the Lease.
The Trust sought damages based upon this alleged violation of the Lease.

On June 26, 1998, RIH filed
a complaint against the Trust in the same court. The RIH complaint sought
declaratory relief that RIH was within its rights in demolishing the
improvements on the Lot and constructing the parking garage on the Lot and the
three contiguous lots. RIH took the position that the demolition of the
improvements and construction of the parking garage was done with the notice,
knowledge and/or consent of Mr. and Mrs. Goldberg and for this, and other
related reasons, the Trust is prohibited from obtaining relief against RIH under
various equitable principles.

On August 1, 2000, the
parties agreed to settle the litigation by entering into a Lease Modification
Agreement, containing terms beneficial to both parties. A stipulated Order of
Dismissal was entered into by all the parties to the litigation and filed with
the Court on September 8, 2000 concluding the litigation.

## 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.

# PART II

## ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

There is no trading market for
SINA common stock, all of which is owned by SIHL.

No dividends were paid on
SINA common stock during the last two fiscal years. The indentures for certain
of SINAs indebtedness contain certain restrictions as to the payment of
dividends by SINA.

## 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.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

## RESULTS OF
OPERATIONS

## COMPARISON OF
YEARS ENDED DECEMBER 31, 2000 AND 1999

## Revenues

## Gaming and
Resort Revenues

For the year 2000, gaming
revenues were $235.8 million, an increase of $14.8 million (6.7%) from gaming
revenues of $221.0 million in 1999. The higher gaming win was a result of
increases in both table game and slot revenues.

Table game revenues in 2000
increased by $8.2 million (12.7%) primarily due to an increase in hold
percentage (ratio of table game win to dollar amount of chips purchased) to
15.5% from 14.1% in 1999. Also contributing to the higher revenues was an
increase of $12.2 million in table game drop (the dollar amount of chips
purchased) in 2000 compared to 1999.

Slot revenues in 2000
increased by $6.1 million (3.9%) due to an increase in slot handle (dollar
amounts wagered) of $241.1 million (14.3%), partially offset by a decrease in
hold percentage to 8.3% in 2000 from 9.2% in 1999. The average number of slot
units in operation during the year 2000 was 2,298 as compared to 2,033 in 1999.
Commencing in February 1999, the Company had taken out of service and/or removed
from the floor as many as 800 slot units at a time during the renovation of
Resorts Atlantic City, which was completed at the end of the second quarter of
1999.

RIH also experienced slight
increases in rooms and food and beverage revenues for the year ended 2000,
primarily as a result of the disruption caused by the renovation in 1999.
Throughout the year, in order to complete the renovation of its existing hotel
rooms, RIH took out of service an average of 45 rooms of its then existing
inventory of 658. Upon completion of the renovation, the number of available
rooms decreased to 644.

Other resort revenues
decreased by $3.1 million (38%) mainly due to decreased entertainment revenues
as there were fewer headliner acts at Resorts Atlantic City in 2000 compared to
1999. The Company continues to provide complimentary entertainment by offering
free admission to patrons to its VIP player lounge, Club 1133", and
reducing the emphasis on headliner acts.

## Tour Operations

Revenues from tour
operations increased slightly in 2000 compared to 1999. This was due to an
increase in reservation sales at the resort operations of a subsidiary of SIHL
located in The Bahamas.

## Management
Fees and Other Income

Management fees and other
income in 2000 increased by $3.0 million (13.6%) over the previous year.
Payments received by Sun Cove from TCA in 2000 reflected an increase of $4.7
million over payments received in 1999 pursuant to the Management Agreement.
This increase was partially offset by a decrease in development fees from TCA
which were $3.8 million in 2000 compared to $6.7 million in 1999. In addition,
management fees earned from a subsidiary of SIHL which operates in The Bahamas,
increased by $1.2 million.

## Expenses

## Gaming Expense

Gaming costs and expenses
in 2000 increased by $6.0 million (3.8%) as compared to 1999. This represented
higher costs attributable to increased gaming revenues compared to the prior
year, principally promotional expenses, labor costs and casino win tax.

## Selling,
General and Administrative

Selling, general and administrative
costs in 2000 increased by $2.8 million (6.1%) compared to 1999. This was
partially due to severance costs at Resorts Atlantic City during the first two
quarters of 2000 and higher real estate related costs including the write-off of
a land purchase option and increased property taxes. In addition, the Company
incurred higher information technology costs in connection with the enhancement
of certain computer software programs and improving the overall structure of
computer systems throughout the Company.

## Other
Non-Recurring Operating Expenses

Expenses in 2000 included a
write-down of assets related to the Resorts Atlantic City Sale and Atlantic City
Option to their realizable value. As a result of entering into the agreement to
sell Resorts Atlantic City at a purchase price less than its carrying value, the
Company recorded a loss of $229.2 million in the fourth quarter of 2000.
Purchase termination costs of $11.2 million in 2000 related to the cancellation
of the Companys agreement to acquire the Desert Inn from Starwood. These
costs included $7.2 million paid to Starwood pursuant to the Termination
Agreement. Pre-opening expenses of $5.4 million in 1999 related to the opening
of the renovation completed at Resorts Atlantic City.

## Interest
Expense, Net of Capitalized Interest

Interest expense in 2000
increased by $3.5 million (17.1%) as compared to 1999. In 1999, $907,000 of
interest related to the renovation of Resorts Atlantic City was capitalized. In
addition, there was an increase in the weighted average amount of borrowings
outstanding under the Revolving Credit Facility.

## Income Taxes

See Note 12 of Notes to
Consolidated Financial Statements for a discussion of the Companys income
taxes for the years 2000 and 1998.

## COMPARISON OF
YEARS ENDED DECEMBER 31, 1999 AND 1998

## Revenues

## Gaming and
Resort Revenues

For the year 1999, gaming
revenues were lower than the previous year by $13.7 million (5.8%). This
decrease consisted of a reduction in slot revenues partially offset by an
increase in table games revenues.

Slot revenues decreased by
$15.7 million (9.2%) mainly due to a decrease in slot handle of $138.9 million
(7.6%). Commencing in February 1999, the Company had taken out of service and/or
removed from the floor as many as 800 slot units at a time during the renovation
of Resorts Atlantic City. As a result, there was an average of 2,033 slot
machines in service during the year 1999 compared to 2,253 in 1998.

Table games revenues
increased by $2.2 million (3.6%) over the previous year. This was primarily due
to an increase in table games drop of $39.2 million (9.4%) which was partially
offset by a reduction in hold percentage to 14.1% in 1999 from 14.9% in 1998.

RIH also experienced slight
decreases in rooms and food and beverage revenues for the year ended 1999 as a
result of the renovation. Throughout the year, in order to complete the
renovation of its existing hotel rooms, RIH took out of service an average of 45
rooms of its then existing inventory of 658. Upon completion of the renovation,
the number of available rooms decreased to 644 compared to 662 in 1998.

Other casino hotel revenues
decreased by $3.4 million in 1999 compared to the previous year. This decrease
was primarily due to lower complimentary entertainment revenues. With the
availability of Club 1133", an entertainment lounge which offers free
admission to patrons, there were fewer headliner shows in the main theater.

On June 30, 1999,
management completed the renovation of Resorts Atlantic City. The construction
included extensive renovations to the casino floor, hotel lobby, guestrooms and
suites, room corridors, restaurants, the hotel porte cochere and public areas.
In addition, three new restaurants were created, replacing two older restaurants
and a VIP player lounge was constructed.

## Tour Operations

Revenues from tour
operations for the year 1999 increased by $10.0 million (72.7%) compared to the
previous year. This increase was the result of the Companys tour operator
subsidiary significantly expanding its operations in response to the expansion
of the resort operations of a subsidiary of SIHL located in The Bahamas.

## Management
Fees and Other Income

Management fees and other
income in 1999 increased by $11.2 million over the previous year. The Company
earned $6.7 million of development fees from TCA in 1999, while management fees
from TCA increased slightly in 1999 over 1998. No development fees were earned
in 1998. In addition, management fees earned from a subsidiary of SIHL which
operates in The Bahamas, increased by $4.3 million as a result of changes in the
management services agreement.

## Expenses

## Gaming Expense

While gaming revenues were
down for the year 1999, gaming expense increased by $5.5 million. This was
primarily due to increased promotional costs which more than offset a decrease
in casino win tax which is based on a percentage of casino win. As explained
above, the effect of fewer slot machines on the floor and lower hold percentage
on table games had an unfavorable impact on casino revenues. Therefore, RIH was
not able to fully realize the effects of the increased promotional costs.

## Income Taxes

See Note 12 of Notes to
Consolidated Financial Statements for a discussion of the Companys income
taxes for the years 1999 and 1998.

## Other Matters

## Resorts
Atlantic City Sale and Atlantic City Option

During the fourth quarter
of 2000, the Company entered into a definitive agreement to sell Resorts
Atlantic City to Colony for a purchase price of $140 million, such purchase
price to accrue interest at an annual rate of 6% until closing. In addition,
Colony has a two year option to acquire certain undeveloped real estate owned by
SINA, adjacent to Resorts Atlantic City, for a purchase price of $40 million,
which option can be extended for an additional two years under certain
circumstances. The sale is subject to certain customary conditions, including
approval by the Casino Control Commission and is also subject to Colony
receiving certain financing in order to consummate the transaction. To
facilitate Colonys financing, SINA has agreed to lend Colonys
affiliate $17.5 million toward the purchase price of Resorts Atlantic City in
exchange for an unsecured note at an interest rate of 12.5% per annum with
interest payable one-half in cash and one-half in payment-in-kind note, the
principal balance and all outstanding interest of the Note and the PIK Notes to
be paid in seven years from the date of the original Note. The balance of the
proceeds will be paid in cash. The parties expect to close the transaction
around the end of the first quarter of 2001. Net assets held for sale represent
the adjusted book value of the assets to be disposed of pursuant to the Resorts
Atlantic City Sale. The net cash proceeds received from this transaction will be
used to pay in full the borrowings outstanding by SINA, and to reduce the amount
of borrowings outstanding by an affiliate of SINA on the Revolving Credit
Facility.

Currently, the maximum
amount of borrowings that may be outstanding on the Revolving Credit Facility by
SINA and its affiliates is $500 million, such amount to be reduced by $125
million on August 12, 2001. In January 2001, the Company amended the Revolving
Credit Facility to allow for the Resorts Atlantic City Sale and the Atlantic
City Option. The amendment states, among other things, that, in lieu of the $125
million reduction discussed above, (i) if the Resorts Atlantic City Sale is
consummated on or before August 12, 2001, on the date of such consummation, the
maximum amount of borrowings that may be outstanding on the Revolving Credit
Facility will be reduced by the net cash proceeds received by the Company,
subject to a minimum cash consideration of $125 million and (ii) if the Atlantic
City Option is consummated on or before August 12, 2001, the amount of
borrowings available on the Revolving Credit Facility will be further reduced by
the net cash proceeds received by the Company. As of December 31, 2000, the
aggregate amount of borrowings outstanding under the Revolving Credit Facility
by SINA and its affiliates amounted to $369 million, of which $79 million was
outstanding by SINA.

## Trading Cove
New York

TCNY, a Delaware limited liability
company, is 50% owned by Sun Cove. In March 2001, TCNY entered into the
Development Agreement with the Mohican Tribe for development of the NY project,
a casino project in the Catskill region of New York. Pursuant to the Development
Agreement, TCNY will provide preliminary NY Project funding, certain NY Project
financing and development services. TCNY has secured land and/or options on
approximately 340 acres of property in the town of Thompson for the NY Project.
The Mohican Tribe does not currently have reservation land in the State of New
York, but is federally recognized and operates a casino on its reservation in
Wisconsin. The NY Project is contingent upon numerous federal, state and local
approvals to be obtained by the Mohican Tribe, which approvals are beyond the
control of TCNY. The Company can make no representation as to whether any of the
required approvals will be obtained by the Mohican Tribe.

## New Accounting
Pronouncements

In June 1998, the Financial
Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities, subsequently amended by FASB Statement No. 137 and
FASB Statement No. 138. SFAS 133, as amended, is effective for fiscal years
beginning after June 15, 2000. SFAS 133 requires that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value. Changes in the derivatives fair values will be
recognized in income unless specific hedge accounting criteria are met. The
Company will adopt SFAS 133, as amended, beginning January 1, 2001, and does not
anticipated that it will have a material impact on its consolidated financial
statements.

## Forward
Looking Statements

Certain information included
in this Form 10-K filing contains forward-looking statements, within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are based on current expectations, estimates, projections, managements
beliefs and assumptions made by management. Words such as expects,
anticipates, intends, plans,
believes, estimates and variations of such words and
similar expressions are intended to identify such forward-looking statements.
Such statements include information relating to plans for future expansion and
other business development activities as well as other capital spending,
financing sources and the effects of regulation (including gaming and tax
regulation) and competition. Such forward-looking information involves important
risks and uncertainties that could significantly affect anticipated results in
the future and accordingly, such results may differ from those expressed in any
forward-looking statements made herein. These risks and uncertainties include,
but are not limited to, those relating to development and construction
activities, dependence on existing management, leverage and debt service
(including sensitivity to fluctuations in interest rates), availability of
financing, democratic or global economic conditions, pending litigation, changes
in tax laws or the administration of such laws and changes in gaming laws or
regulations (including the legalization of gaming in certain jurisdictions).

## ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Companys
consolidated financial statements are presented on the following pages:

`Financial Statements                                                Page Reference

       Report of Independent Public Accountants                                  26

       Consolidated Balance Sheets
           at December 31, 2000 and 1999                                         27

       Consolidated Statements of Operations
           for the years ended December 31, 2000, 1999 and 1998                  28

       Consolidated Statements of Changes in Shareholder's Equity
           for the years ended December 31, 2000, 1999 and 1998                  29

       Consolidated Statements of Cash Flows
           for the years ended December 2000, 1999 and 1998                      30

       Notes to Consolidated Financial Statements                                31

       Financial Statement Schedule:
       Schedule II:  Valuation and Qualifying Accounts
           for the years ended December 31, 2000, 1999 and 1998                  45`

## REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS

We have audited the
accompanying consolidated balance sheets of Sun International North America,
Inc. (a Delaware corporation) and subsidiaries as of December 31, 2000 and 1999,
and the related consolidated statements of operations, changes in
shareholders equity and cash flows for each of the three years in the
period ended December 31, 2000. These financial statements and the schedule
referred to below are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements and the
schedule based on our audits.

We conducted our audits in
accordance with auditing standards generally accepted in the United States.
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 Sun International North America, Inc. and subsidiaries
as of December 31, 2000 and 1999, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.

Our audits were made for
the purpose of forming an opinion on the basic financial statements taken as a
whole. The schedule listed in the index to the financial statements is presented
for the purpose of complying with the Securities and Exchange Commissions
rules and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.

ARTHUR ANDERSEN LLP

`SUN INTERNATIONAL NORTH AMERICA, INC.
                                  CONSOLIDATED BALANCE SHEETS
                                   (In Thousands of Dollars)


                                                              December 31,
                                                       ----------------------------
                                                          2000             1999
                                                       -----------     ------------
ASSETS
Current assets:
    Cash (including cash equivalents
       of $0 and $6,678)                               $    1,276       $   22,669
    Receivables, net                                        1,434            8,542
    Inventories                                                71            2,500
    Prepaid expenses                                          872            2,742
    Due from affiliates                                     7,506            7,829
    Net assets held for sale                              138,350                -
                                                       -----------     ------------
        Total current assets                              149,509           44,282
Property and equipment, net                                70,536          356,278
Deferred charges and other assets, net                      6,076           40,591
Goodwill, net                                                   -           93,855
                                                       -----------     ------------
        Total assets                                   $  226,121       $  535,006
                                                       ===========     ============

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
    Current maturities of long-term debt               $       58       $      944
    Accounts payable and accrued liabilities               28,214           51,633
    Due to affiliates                                       5,771            4,518
                                                       -----------     ------------
        Total current liabilities                          34,043           57,095
Long-term debt, net of unamortized discounts              278,420          272,374
Deferred income taxes                                           -           42,223
                                                       -----------     ------------
         Total liabilities                                 312,463          371,692
                                                       -----------     ------------
Commitments and contingencies
Shareholder's equity:
    Common stock - 100 shares
      outstanding - $.01 par value                              -                -
    Capital in excess of par                              192,635          192,635
    Accumulated deficit                                  (278,977)         (29,321)
                                                       -----------     ------------
        Total shareholder's equity                        (86,342)         163,314
                                                       -----------     ------------
            Total liabilities and shareholder's equity $  226,121       $  535,006
                                                       ===========     ============

See Notes to Consolidated Financial Statements.`

`SUN INTERNATIONAL NORTH AMERICA, INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (In Thousands of Dollars)


                                                          For the Year Ended December 31,
                                                   ----------------------------------------------
                                                       2000             1999             1998
                                                   ------------     ------------     ------------
Revenues:
    Gaming                                         $   235,827      $   221,015      $   234,736
    Rooms                                               16,412           15,160           16,148
    Food and beverage                                   26,039           25,512           26,692
    Other resort revenues                                4,973            8,076           11,460
                                                   ------------     ------------     ------------
                                                       283,251          269,763          289,036
Less promotional allowances                            (25,288)         (26,632)         (28,295)
                                                   ------------     ------------     ------------
    Net gaming and resort revenues                     257,963          243,131          260,741
    Tour operations                                     25,048           23,766           13,758
    Management fees and other                           25,007           22,000           11,545
                                                   ------------     ------------     ------------
                                                       308,018          288,897          286,044
                                                   ------------     ------------     ------------
Expenses:
    Gaming                                             159,126          152,661          147,141
    Rooms                                                4,186            2,929            3,454
    Food and beverage                                   14,716           15,401           16,638
    Other resort expenses                               25,667           28,762           30,509
    Tour operations                                     21,815           22,543           12,583
    Selling, general and administrative                 48,514           45,715           44,687
    Depreciation and amortization                       18,714           18,219           15,529
    Pre-opening expenses                                     -            5,398                -
    Purchase termination costs                          11,202                -                -
    Write-down of assets to be sold                    229,208                -                -
                                                   ------------     ------------     ------------
                                                       533,148          291,628          270,541
                                                   ------------     ------------     ------------

Operating income (loss)                               (225,130)          (2,731)          15,503
Other income (expenses):
    Interest income                                      1,945            1,839            3,602
    Interest expense, net of capitalized interest      (24,098)         (20,571)         (20,466)
    Amortization of debt discounts and issue costs        (606)            (429)            (511)
    Other, net                                            (687)            (729)               -
                                                   ------------     ------------     ------------
Loss before benefit (provision) for income taxes      (248,576)         (22,621)          (1,872)
Benefit (provision) for income taxes                    (1,080)          (2,845)              38
                                                   ------------     ------------     ------------
Net loss                                           $  (249,656)     $   (25,466)     $    (1,834)
                                                   ============     ============     ============

See Notes to Consolidated Financial Statements.`

`SUN INTERNATIONAL NORTH AMERICA, INC.
                  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                     For the Years Ended December 31, 2000, 1999 and 1998
                                   (In Thousands of Dollars)


                                                                Capital
                                                  Common       in excess       Accumulated
                                                  stock          of par          deficit           Total
                                                ----------     -----------     ------------     -----------

Balance at December 31, 1997                    $       -       $ 193,008      $    (2,021)     $  190,987
Net loss for year 1998                                  -               -           (1,834)         (1,834)
                                                ----------     -----------     ------------     -----------
Balance at December 31, 1998                            -         193,008           (3,855)        189,153
Shares canceled                                         -            (373)               -           (373)
                                                                         -
Net loss for year 1999                                  -               -          (25,466)        (25,466)
                                                ----------     -----------     ------------     -----------
Balance at December 31, 1999                            -         192,635          (29,321)        163,314
Net loss for year 2000                                  -               -         (249,656)       (249,656)
                                                ----------     -----------     ------------     -----------
Balance at December 31, 2000                    $       -       $ 192,635      $  (278,977)     $  (86,342)
                                                ==========     ===========     ============     ===========

See Notes to Consolidated Financial Statements.`

`SUN INTERNATIONAL NORTH AMERICA, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (In Thousands of Dollars)


                                                                 For the Year Ended December 31,
                                                             ----------------------------------------
                                                                2000           1999          1998
                                                             -----------   ------------   -----------
Cash flows from operating activities:
    Net loss                                                 $ (249,656)   $   (25,466)   $   (1,834)
        Adjustments to reconcile net loss to net cash
          provided by (used in) operating activities:
        Depreciation and amortization                            19,320         18,648        16,041
        Write-down of net assets held for sale                  229,208              -             -
        Write-off of Desert Inn purchase termination costs       11,202              -             -
        Loss on disposition of assets                               687            729             -
        Utilization of tax benefits acquired in merger                -              -         1,887
        Provision for doubtful receivables                        1,250          1,543           708
        Provision for discount on CRDA obligations, net             799            587           572
        Net change in deferred tax liability                        205            (30)       (3,747)
        Net change in working capital accounts:
            Receivables                                          (3,284)        (1,131)         (105)
            Due from affiliates                                     323         (7,443)            -
            Inventories and prepaid expenses                        359         (1,628)           77
            Accounts payable and accrued liabilities               (167)         2,945           472
        Net change in deferred charges                           (1,293)          (288)          322
                                                             -----------   ------------   -----------
            Net cash provided by (used in) operating
              activities                                          8,953        (11,534)       14,393
                                                             -----------   ------------   -----------

Cash flows from investing activities:
    Payments for major capital projects                         (10,360)       (34,943)      (13,591)
    Operating capital expenditures                               (9,047)       (11,408)       (7,195)
    Acquisition of other fixed assets                                 -         (9,433)      (11,727)
    Deposit refunded (paid) for proposed
      Desert Inn acquisition                                      7,750        (16,117)            -
    Proceeds from sale of assets                                    395          5,052       110,256
    Reclassification of cash to assets held for sale            (21,453)             -             -
    Other                                                        (2,695)        (2,746)       (3,700)
                                                             -----------   ------------   -----------
        Net cash provided by (used in) investing activities     (35,410)       (69,595)       74,043
                                                             -----------   ------------   -----------

Cash flows from financing activities:
    Borrowings                                                    6,000         73,000             -
    Repayments of borrowings                                     (1,908)        (8,710)     (108,480)
    Advances from (repayments to) affiliates                        972         14,348        (5,610)
                                                             -----------   ------------   -----------
        Net cash provided by (used in) financing activities       5,064         78,638      (114,090)
                                                             -----------   ------------   -----------

Net decrease in cash and cash equivalents                       (21,393)        (2,491)      (25,654)
Cash and cash equivalents at beginning of period                 22,669         25,160        50,814
                                                             -----------   ------------   -----------
Cash and cash equivalents at end of period                   $    1,276    $    22,669    $   25,160
                                                             ===========   ============   ===========
See Notes to Consolidated Financial Statements`

# SUN
INTERNATIONAL NORTH AMERICA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## NOTE 1 -
General

## Basis of Accounting

Sun International North
America, Inc. (SINA) is a holding company which, through an indirect
wholly owned subsidiary, owns a resort and casino property in Atlantic City, New
Jersey (Resorts Atlantic City). SINA also provides management
services to certain of its affiliated companies and owns a tour operator which
wholesales tour packages and provides reservation services. In addition, SINA
earns income based on the gross revenues of a casino operated by an unaffiliated
entity in Connecticut (see below). SINA is a wholly owned subsidiary of Sun
International Hotels Limited (SIHL). The term Company as
used herein includes SINA and its subsidiaries.

## Atlantic City

SINA, through its indirect
wholly owned subsidiary, Resorts International Hotel, Inc. (RIH),
owns and operates Resorts Atlantic City. Resorts Atlantic City includes two
hotel towers which are comprised of 644 guest rooms, a 75,000 square foot casino
and a 3,000 square foot pari-mutuel betting and slot machine area.

During the fourth quarter
of 2000, the Company entered into a definitive agreement to sell Resorts
Atlantic City to an affiliate of Colony Capital LLC (Colony) for a
purchase price of $140 million, such purchase price to accrue interest at an
annual rate of 6% until closing (the Resorts Atlantic City Sale). In
addition, Colony has a two year option to acquire certain undeveloped real
estate owned by the Company, adjacent to Resorts Atlantic City, for a purchase
price of $40 million (the Atlantic City Option) which option can be
extended for an additional two years under certain circumstances. The sale is
subject to certain customary conditions, including approval by the New Jersey
Casino Control Commission and is also subject to Colony receiving certain
financing in order to consummate the transaction. To facilitate Colonys
financing, SINA has agreed to lend Colonys affiliate $17.5 million toward
the purchase price of Resorts Atlantic City in exchange for an unsecured note
(the Note) at an interest rate of 12.5% per annum with interest
payable one-half in cash and one-half in payment-in-kind note (PIK
Notes), the principal balance and all outstanding interest of the Note and
the PIK Notes to be paid in seven years from the date of the original Note. The
parties expect to close the transaction around the end of the first quarter of
2001. As a result of entering into the agreement to sell Resorts Atlantic City
at a purchase price less than its carrying value, the Company recorded a loss of
$229.2 million in the fourth quarter of 2000. The adjusted book value of the
assets to be disposed of in the Resorts Atlantic City Sale is reflected in the
accompanying consolidated balance sheets as net assets held for sale. If this
transaction had been consummated on December 31, 1999, on a pro forma basis, the
results of operations of SINA for the year ended December 31, 2000 would be as
follows (unaudited): Revenues - $46.2 million, net loss - $22.0 million. The pro
forma information is not necessarily indicative of future results or what the
Companys results of operation would actually have been had the Resorts
Atlantic City Sale occurred at the beginning of the year.

Components of net assets
held for sale are as follows (in thousands of US dollars):

`Current assets                      $  34,534
        Non-current assets                    173,233
        Current liabilities                   (26,989)
        Non-current liabilities               (42,428)
                                           -----------
                                            $ 138,350
                                           ===========`

## Connecticut

Sun Cove Limited, a wholly
owned subsidiary of SINA, has a 50% interest in, and is a managing partner of,
Trading Cove Associates (TCA), a Connecticut general partnership
that developed and until December 31, 1999, had a management agreement (the
Management Agreement) with the Mohegan Tribal Gaming Authority, an
instrumentality of the Mohegan Tribe of Indians of Connecticut (the
Tribe) to operate a casino resort and entertainment complex situated
in the town of Uncasville, Connecticut (the Mohegan Sun Casino). The
Management Agreement which covered management, marketing and administrative
services, provided that TCA is entitled to receive between 30% and 40% of the
net profits, as defined, of the Mohegan Sun Casino. TCA is obligated to pay
certain amounts to its partners and certain of their affiliates, as priority
payments. These amounts are paid as TCA receives sufficient cash to meet those
priority distributions.

On February 9, 1998, the
Tribe appointed TCA to develop its proposed expansion of the Mohegan Sun Casino,
which is currently expected to cost approximately $960.0 million, for a fee of
$14 million. In addition, TCA and the Tribe entered into an agreement (the
Relinquishment Agreement) whereby it was agreed that effective
January 1, 2000, TCA turned over management of the Mohegan Sun Resort Complex,
(which comprises the existing operations and the proposed expansion), to the
Tribe. Pursuant to the Relinquishment Agreement, the Management Agreement was
terminated and, effective January 1, 2000, TCA receives payments of five percent
of the gross revenues of the Mohegan Sun Resort Complex for a 15-year period.

## Sun Resorts

Sun International Resorts,
Inc. (Sun Resorts), is a wholly-owned subsidiary of SINA. Sun
Resorts, along with its subsidiaries, is a tour operator and wholesaler of tour
packages and provides reservation services. In addition, Sun Resorts provides
certain support services for SIHLs resort and casino operations in The
Bahamas.

## Termination of
Desert Inn Acquisition Agreement

On March 2, 2000, SIHL and Starwood
Hotels and Resorts Worldwide Inc. (Starwood) announced that they had
agreed to terminate their agreement (the Termination Agreement)
under which the Company was to acquire the Desert Inn Hotel and Casino in Las
Vegas (the Desert Inn) for $275 million. In connection with the
proposed acquisition of the Desert Inn, the Company had previously placed a $15
million deposit with Starwood (the Deposit). As of December 31,
1999, the Deposit was included in deferred charges and other assets in the
accompanying consolidated balance sheets. Pursuant to the Termination Agreement,
the amount, if any, that the Company would be required to pay from the Deposit
was based on the ultimate sales price of the Desert Inn to another party.

In June 2000, Starwood
closed on the sale of the Desert Inn for approximately $270 million, subject to
certain post-closing adjustments, to an unrelated party. As a result, the
Company was required to pay to Starwood $7.2 million from the Deposit. The
remaining $7.8 million of the Deposit was refunded to the Company in August
2000. Purchase termination costs in the accompanying consolidated statement of
operations included the $7.2 million paid to Starwood and $4.0 million of
further costs related to the Desert Inn transaction.

## NOTE 2 
Summary of Significant Accounting Policies

## Principles of Consolidation

The consolidated financial
statements include the accounts of SINA and its subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.

## Reclassifications

Certain balances in the
accompanying consolidated financial statements for 1998 have been reclassified
to conform with the current year presentation.

## Use of
Estimates

The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

The Company provides
allowances for doubtful accounts arising from casino, hotel and other services,
which are based upon a specific review of certain outstanding receivables. In
determining the amounts of the allowances, the Company is required to make
certain estimates and assumptions and actual results may differ from those
estimates and assumptions.

## Revenue
Recognition

The Company recognizes the
net win from casino gaming activities (the difference between gaming wins and
losses) as gaming revenues. Revenues from hotel and related services are
recognized at the time the related service is performed. Management fees and
other operating revenues include fees charged to unconsolidated affiliates
primarily for executive management services. Revenues are recorded at the time
the service is performed.

## Promotional
Allowances

The retail value of
accommodations, food, beverage and other services provided to customers without
charge is included in gross revenues and deducted as promotional allowances. The
estimated departmental costs of providing such promotional allowances for the
years ended December 31 are included in gaming costs and expenses as follows:

`(In Thousands of Dollars)               2000           1999          1998
                                              ---------     ----------    ----------

        Rooms                                 $  8,407      $   5,536     $   5,655
        Food and beverage                       15,502         14,634        13,448
        Other                                    3,201          6,704         5,570
                                              ---------     ----------    ----------
                                              $ 27,110      $  26,874     $  24,673
                                              =========     ==========    ==========`

## Derivative
Financial Instruments

In June 1998, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No.
133 Accounting for Derivative Instruments and Hedging Activities
(SFAS 133). SFAS 133, as amended, is effective for fiscal years
beginning after June 15, 2000. SFAS 133 requires that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value. Changes in the derivatives fair values will be
recognized in income unless specific hedge accounting criteria are met. The
Company will adopt SFAS 133, as amended, beginning January 1, 2001, and does not
anticipate that it will have a material impact on its consolidated financial
statements.

## Cash
Equivalents

The Company considers all
of its short-term money market securities purchased with original maturities of
three months or less to be cash equivalents.

## Inventories

Inventories of provisions,
supplies and spare parts are carried at the lower of cost (first-in, first-out)
or market.

## Property and
Equipment

Property and equipment are
stated at cost and are depreciated over the estimated useful lives reported
below using the straight-line method for financial reporting purposes.

`Land improvements                         14 years
        Hotels and other buildings                40 years
        Furniture, machinery and equipment       2-5 years`

## Deferred
Charges and Other Assets

Deferred charges related to
the Mohegan Sun Casino are amortized over the term of the Management Agreement.
Debt issuance costs are amortized over the terms of the related indebtedness.

## Goodwill

Goodwill is amortized on a
straight line basis over 40 years. Amortization expense included in the
accompanying consolidated statements of operations related to goodwill was $2.6
million, $2.6 million and $2.7 million for the years ended December 31, 2000,
1999 and 1998, respectively. In the accompanying consolidated balance sheets,
goodwill as of December 31, 1999 relates to SINAs investment in Resorts
Atlantic City. As a result of the Resorts Atlantic City Sale, goodwill was
written off in its entirety in the fourth quarter of 2000.

## Capitalized
Interest

Interest is capitalized on
construction expenditures and land under development at the weighted average
interest rate of the Companys long-term debt.

## Casino
Reinvestment Development Authority (CRDA) Obligations

Under the New Jersey Casino
Control Act, the Company is obligated to purchase CRDA bonds, such obligation is
based on gross revenues earned at Resorts Atlantic City, which will bear a
below-market interest rate, or make an alternative qualifying investment. The
Company charges to expense an estimated discount related to CRDA investment
obligations as of the date the obligation arises based on fair market interest
rates of similar quality bonds in existence as of that date.

The discount on CRDA bonds
purchased is amortized to interest income over the life of the bonds using the
effective interest rate method.

## Long Lived
Assets

The Company reviews its
long lived assets and certain related intangibles for impairment whenever
changes in circumstances indicate that the carrying amount of an asset may not
be fully recoverable. If changes in circumstances indicate that the carrying
amount of an asset that the Company expects to hold and use may not be
recoverable, future cash flows expected to result from the use of the asset and
its disposition must be estimated. If the undiscounted value of the future cash
flows is less than the carrying amount of the asset, an impairment would be
recognized. The Company does not believe that any such changes have occurred
except as previously described as a result of the Resorts Atlantic City Sale and
the Atlantic City Option.

## Income Taxes

SINA and all of its
subsidiaries file consolidated United States federal income tax returns.

The Company accounts for
income taxes in accordance with Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes. Under this standard, deferred tax
assets and liabilities are determined based on the difference between the
financial reporting and tax bases of assets and liabilities at enacted tax
rates. A valuation allowance is recognized based on an estimate of the
likelihood that some portion or all of the deferred tax asset will not be
realized.

## Comprehensive
Income

Comprehensive income is
equal to net loss for all periods presented.

## NOTE 3 
Cash Equivalents

Cash equivalents at
December 31, 2000 and 1999 included reverse repurchase agreements (federal
government securities purchased under agreements to resell those securities)
under which the Company had not taken delivery of the underlying securities and
investments in a money market fund which invests exclusively in United States
Treasury obligations. At December 31, 2000, the Company held reverse repurchase
agreements of $300,000, all of which matured the first week of January 2001.

## NOTE 4 
Receivables

`December 31,
                                                -----------------------
        (In Thousands of Dollars)                  2000         1999
                                                ---------     ---------

        Gaming                                   $     -      $  7,439
        Less allowance for doubtful accounts           -        (2,606)
                                                ---------     ---------
                                                       -         4,833
                                                ---------     ---------

        Other                                      1,557         3,811
        Less allowance for doubtful accounts        (123)         (102)
                                                ---------     ---------
                                                   1,434         3,709
                                                ---------     ---------
                                                 $ 1,434      $  8,542
                                                =========     =========`

Gaming receivables at
December 31, 1999 related to Resorts Atlantic City.

## NOTE 5 
Property and Equipment

`December 31,
                                                            --------------------------
         (In Thousands of Dollars)                             2000            1999
                                                            -----------    -----------

        Land held for investment, development or resale     $   37,254      $  61,308
        Land and land rights                                    18,623        111,907
        Land improvements                                          299          1,001
        Hotels, other buildings and leasehold improvements       2,468        166,512
        Furniture, machinery and equipment                      11,670         45,588
        Construction in progress                                 5,330          4,997
                                                            -----------    -----------
                                                                75,644        391,313
        Less accumulated depreciation                           (5,108)       (35,035)
                                                            -----------    -----------
            Net property and equipment                      $   70,536      $ 356,278
                                                            ===========    ===========`

## NOTE 6 - Accounts Payable and Accrued Liabilities

`December 31,
                                                            --------------------------
        (In Thousands of Dollars)                              2000            1999
                                                            -----------     ----------

        Accrued payroll and related taxes and benefits      $    3,659      $   9,956
        Trade payables                                           5,458         12,768
        Customer deposits and unearned revenues                  6,247          5,965
        Accrued interest                                         3,673          5,799
        Other accrued liabilities                                9,177         17,145
                                                            -----------     ----------
                                                            $   28,214      $  51,633
                                                            ===========     ==========`

## NOTE 7  Deferred
Charges and Other Assets

`December 31,
                                            --------------------------
        (In Thousands of Dollars)              2000            1999
                                            ----------     -----------

        CRDA bonds and deposits             $       -       $  16,983
        Desert Inn acquisition costs                -          16,117
        Debt issue costs                        4,677           5,208
        Mohegan Sun Casino                      1,259           1,639
        Other                                     140             644
                                            ----------     -----------
                                            $   6,076       $  40,591
                                            ==========     ===========`

## NOTE 8 
Long-Term Debt

`December 31,
                                            --------------------------
        (In Thousands of Dollars)              2000            1999
                                            ----------     -----------

        9% Senior Notes                     $ 200,000       $ 200,000
          Unamortized discount                   (663)           (738)
                                            ----------     -----------
                                              199,337         199,262
        Revolving Credit Facility              79,000          73,000
        Other                                     141           1,056
                                            ----------     -----------
                                              278,478         273,318
        Less current maturities                   (58)           (944)
                                            ----------     -----------
                                            $ 278,420       $ 272,374
                                            ==========     ===========`

## 9% Senior Notes

The 9% senior subordinated
unsecured notes due 2007 (the 9% Senior Notes), are unconditionally
guaranteed by certain subsidiaries of SINA. Interest on the 9% Senior Notes is
payable semi-annually. The Indenture for the 9% Senior Notes 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 payments.

## Revolving
Credit Facility

SINA is a co-borrower along
with SIHL and Sun International Bahamas Limited, an unconsolidated affiliated
company, under a facility (the Revolving Credit Facility) with a
syndicate of banks led by The Bank of Nova Scotia acting as administrative
agent, in which the maximum amount of borrowings that may be outstanding by SINA
and its affiliates is $500 million, such amount to be reduced by $125 million on
August 12, 2001. In January 2001, the Company amended the Revolving Credit
Facility to allow for the Resorts Atlantic City Sale and the Atlantic City
Option. The amendment states, among other things, that, in lieu of the $125
million reduction discussed above, (i) if the Resorts Atlantic City Sale is
consummated on or before August 12, 2001, on the date of such consummation, the
maximum amount of borrowings that may be outstanding on the Revolving Credit
Facility will be reduced by the net cash proceeds received by the Company,
subject to a minimum cash consideration of $125 million, and (ii) if the
Atlantic City Option is consummated on or before August 12, 2001, the amount of
borrowings available on the Revolving Credit Facility will be further reduced by
the net proceeds received by the Company. At December 31, 2000, the weighted
average interest rate on amounts outstanding under the Revolving Credit Facility
was 8.20%. Upon consummation of the Resorts Atlantic City Sale, the borrowings
outstanding by SINA on the Revolving Credit Facility will be paid in full.

Loans under the Revolving
Credit Facility bear interest at (i) the higher of (a) the Bank of Nova
Scotias base rate or (b) the Federal Funds rate, in either case plus an
additional 0.750% to 1.625% based on a debt to earnings ratio of SIHL during the
period, as defined (the Debt Ratio) or (ii) the Bank of Nova
Scotias reserve-adjusted LIBOR rate plus 1.50% to 2.25% based on the Debt
Ratio. After each drawdown on the Revolving Credit Facility accrued interest is
due every three months for the first six months, and is due monthly thereafter.
Loans under the Revolving Credit Facility may be prepaid and reborrowed at any
time and are due in full on August 12, 2002. Commitment fees are calculated at
per annum rates ranging from 0.375% to 0.500%, based on the Debt Ratio, applied
to the undrawn amount of the Revolving Credit Facility and are due quarterly.

The Revolving Credit
Facility contains restrictive covenants that include: (a) restrictions on the
payment of dividends by SIHL, (b) minimum levels of earnings before interest
expense, income taxes, depreciation and amortization (EBITDA) of
SIHL and (c) a minimum relationship between SIHLs EBITDA and interest
expense and debt.

## Co-obligation

The Company is a
co-obligor, with SIHL, on $100 million senior subordinated, unsecured notes due
December 2007 (the 8.625% Notes). Interest on the 8.625% Notes is
payable semi-annually. The cash was drawn down by and the debt is reflected in
the consolidated financials of SIHL.

## NOTE 9 
Shareholders Equity

SINA is authorized to issue
100 million shares of SINA common stock, 120,000 shares of Class B Stock and 10
million shares of preferred stock. The only shares of SINA stock outstanding are
100 shares of SINA common stock, all of which are owned by SIHL. In 1999, 7,502
shares of stock were canceled pursuant to a court order by the United States
Bankruptcy Court District of Delaware related to SINAs plan of
reorganization in May 1994.

## NOTE 10 
Related Party Transactions

## Due from
Affiliates

At December 31, 2000 and
1999, amounts due from affiliates represents payments due from TCA related to
the Mohegan Sun Casino.

## Due to
Affiliates

At December 31, 2000 and
1999, amounts due to affiliates represent non-interest bearing, due on demand
advances received from affiliates.

## Management and
Other Fees

Effective January 1, 1998, the
Company entered into an agreement to provide management services to certain
unconsolidated affiliated companies. For the years ended December 31, 2000, 1999
and 1998, such fees amounted to $15.3 million, $14.1 million and $9.8 million,
respectively.

A subsidiary of SINA earned
$5.9 million, $1.2 million and $1.0 million in priority payments from TCA
related to the Mohegan Sun Casino for the years ended 2000, 1999 and 1998,
respectively. Development fees earned in 2000 and 1999 related to the Mohegan
Sun Casino totaled $3.8 million and $6.7 million, respectively.

## NOTE 11 
Employee Benefit Plans

SINA and certain of its
subsidiaries participate in a defined contribution plan covering substantially
all of their non-union employees. The Company makes contributions to this plan
based on a percentage of eligible employee contributions. Total expense for this
plan was $861,000, $844,000 and $869,000 in 2000, 1999 and 1998, respectively.

In addition to the plan
described above, union and certain other employees of RIH and certain former
subsidiaries of SINA are covered by multi-employer defined benefit pension plans
to which the subsidiaries make, or made, contributions. The Companys
pension expense for these plans totaled $1.6 million, $1.3 million and $1.1
million in 2000, 1999, and 1998, respectively.

## NOTE 12 
Income Taxes

`For the Year Ended December 31,
                                         ---------------------------------------
        (In Thousands of Dollars)           2000          1999            1998
                                         ---------      ---------      ---------

        Current:
            Federal                      $   (303)      $  2,718        $ 3,430
            State                           1,178            157            279
                                         ---------      ---------      ---------
                                              875          2,875          3,709
        Deferred:
            Federal                           205            (30)        (3,747)
                                         ---------      ---------      ---------
                                         $  1,080       $  2,845        $   (38)
                                         =========      =========      =========`

Deferred income taxes
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.

The components of the
deferred tax assets and liabilities were as follows:

`December 31,
                                                           ----------------------------
        (In Thousands of Dollars)                              2000            1999
                                                           ------------    ------------

        Deferred tax liabilities:
            Basis differences on land held for investment,
              development or resale                         $   (2,300)    $    (6,100)
            Basis differences on property and equipment              -         (44,400)
            Other                                                    -          (2,402)
                                                           ------------    ------------
                Total deferred tax liabilities                  (2,300)        (52,902)
                                                           ------------    ------------

        Deferred tax assets:
            NOL carryforwards                                  202,000         196,700
            Assets held for sale                                26,700               -
            Basis differences on property and equipment          2,100               -
            Book reserves not yet deductible
              for tax return purposes                              800          14,000
            Tax credit carryforwards                             2,700           2,700
            Other                                                4,000           5,700
                                                           ------------    ------------
               Total deferred tax assets                       238,300         219,100

        Valuation allowance for deferred tax assets           (236,000)       (208,421)
                                                           ------------    ------------
            Deferred tax asset, net of valuation allowance       2,300          10,679
                                                           ------------    ------------
        Net deferred tax liabilities                        $        -      $  (42,223)
                                                           ============    ============`

A valuation allowance has
been recorded against the portion of those deferred tax assets that the Company
believes will more likely than not remain unrealized. If such deferred tax
assets were to be realized in the future, the corresponding reduction to the
valuation allowance would reduce income tax expense.

The effective income tax
rate on loss before income taxes varies from the statutory federal income tax
rate as a result of the following factors:

`For the Year Ended December 31,
                                                          --------------------------------------
                                                            2000          1999          1998
                                                          ---------     ----------    ----------

        Statutory federal income tax rate                   (35.0%)        (35.0%)       (35.0%)
        State tax costs                                        .5%            .7%         14.9%
        NOLs and temporary differences for which a
          valuation allowance has been provided              34.1%          39.9%             -
        Reduction of valuation allowance relating to
          prior years' operating loss utilized                   -              -       (100.8%)
        Nondeductible expenses, including
          amortization of goodwill                             .3%           3.8%         87.6%
        Other                                                  .5%           2.5%         31.3%
                                                          ---------     ----------    ----------
         Effective income tax rate                             .4%          11.9%         (2.0%)
                                                          =========     ==========    ==========`

For federal income tax
purposes, the Company had NOL carryforwards of $577 million at December 31,
2000, of which $166 million are unrestricted as to use. However, due to the
change of ownership of SINA in 1996, $411 million of these NOL carryforwards
(the Pre-Change NOLs) are limited in their availability to offset
future taxable income of the Company. As a result of these limitations,
approximately $11.3 million of Pre-Change NOLs will become available for use
each year through the year 2008; an additional $8.4 million will be available in
2009. An additional $13 million of these Pre-Change NOLs would be available to
offset gains on sales of assets owned at the date of change in ownership of the
Company which are sold within five years of that date. The remaining Pre-Change
NOLs are expected to expire unutilized.

The Companys
restricted NOLs expire as follows: $49 million in 2005, $23 million in 2006, $18
million in 2007, $1 million in 2009 and $8 million in 2011. The Companys
unrestricted NOLs expire as follows: $6 million in 2005, $7 million in 2007, $57
million in 2008, $57 million in 2012, $33 million in 2019 and $6 million in
2020.

## NOTE 13 
Supplemental Cash Flow Disclosures

Interest paid, net of
amounts capitalized, was $24.6 million, $20.8 million and $24.4 million for the
years ended December 31, 2000, 1999 and 1998, respectively. Income taxes paid
amounted to $975,000, $188,000 and $2.1 million for the years ended December 31,
2000, 1999 and 1998, respectively. Non-cash investing and financing activities
were as follows:

`For the Year Ended December 31,
                                                         ----------------------------------
        (In Thousands of Dollars)                          2000         1999         1998
                                                         --------     --------     --------

        Property and equipment acquired under
          capital lease obligations                       $1,574       $  938       $5,098

        Refinancing of capital lease obligation                -       $1,444            -`

## NOTE 14 
Commitments and Contingencies

## 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.

## NOTE 15 
Fair Value of Financial Instruments

The fair value of a
financial instrument represents the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced sale or liquidation.

Fair value estimates are
made at a specific point in time, based on relevant market information about the
financial instrument. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be
determined with precision. The assumptions used have a significant effect on the
estimated amounts reported.

The following methods and
assumptions were used by the Company in estimating fair value disclosures for
financial instruments: (a) Cash and cash equivalents, receivables, other current
assets, accounts payable, accrued liabilities and variable rate debt: The
amounts reported in the accompanying consolidated balance sheets approximate
fair value; (b) Fixed-rate debt: Fixed rate debt is valued based upon published
market quotations, as applicable. The carrying amount of remaining fixed-rate
debt approximates fair value.

## NOTE 16 
Segment, Geographic and Customer Information

`SCHEDULE II
                                          -----------


                             SUN INTERNATIONAL NORTH AMERICA, INC.
                        CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                                   (In Thousands of Dollars)


                                             Balance at       Additions                          Net assets        Balance at
                                             beginning        charged to        Deductions        held for           end of
                                             of period         expenses            (a)            sale (b)           period
                                             -----------      -----------       -----------      ------------      -----------

For the year ended December 31, 2000:
    Allowance for doubtful receivables
        Gaming                             $      2,606      $     1,139       $      (853)     $     (2,892)     $         -
        Other                                       102              111               (56)              (34)             123
                                           -------------     ------------     -------------     -------------    -------------
                                            $     2,708      $     1,250       $      (909)     $     (2,926)     $       123
                                           =============     ============     =============     =============    =============

For the year ended December 31, 1999:
    Allowance for doubtful receivables
        Gaming                              $     2,401      $     1,452       $    (1,247)     $          -      $     2,606
        Other                                        35               91               (24)                -              102
                                           -------------     ------------     -------------     -------------    -------------
                                            $     2,436      $     1,543       $    (1,271)     $          -      $     2,708
                                           =============     ============     =============     =============    =============

For the year ended December 31, 1998:
    Allowance for doubtful receivables
        Gaming                              $     3,011      $       644       $    (1,254)     $          -      $     2,401
        Other                                        63               64               (92)                -               35
                                           -------------     ------------     -------------     -------------    -------------
                                            $     3,074      $       708       $    (1,346)     $          -      $     2,436
                                           =============     ============     =============     =============    =============


(a) Write-off of uncollectible accounts, net of recoveries.
(b) Reclassification of net assets held for sale related to the Resorts Atlantic City Sale.`

## ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

# PART III

# PART IV

## 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.       The  index of  financial  statement  schedules  required  herein  is  incorporated  by
         reference  to  "ITEM 8.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA."  Financial
         statement  schedules  not  included  have been  omitted  because  they are  either not
         applicable  or  the  required  information is  shown  in  the  consolidated  financial
         statements or notes thereto.

3.       The following exhibits are filed herewith or incorporated by reference:`

`Exhibit
   Numbers                                            Exhibit
---------------    -------------------------------------------------------------------------------

(3) (a) (1)        Restated  Certificate of  Incorporation  of SINA.  (Incorporated  by reference
                   to Exhibit (3) (a) to Registrant's  Form 10-Q Quarterly Report for the quarter
                   ended June 30, 1996, in File No. 1-4748).


(3) (a) (2)        Certificate  of Amendment of Restated  Certificate of  Incorporation  of SINA.
                   (Incorporated  by reference to Exhibit  (3)(a)(2)  to  Registrant's  Form 10-K
                   Annual  Report  for the fiscal  year  ended  December  31,  1996,  in File No.
                   1-4748).

(3) (b)            Amended and Restated  By-Laws of SINA.  (Incorporated  by reference to Exhibit
                   (3)(b) to Registrant's  Form 10-Q Quarterly  Report for the quarter ended June
                   30, 1996, in File No. 1-4748).

(4) (a)            See  Exhibits (3) (a) (1), (3) (a) (2) and (3) (b) as to the rights of holders
                   of Registrant's common stock.

(4) (b) (1)        Form of Purchase  Agreement for  $200,000,000  principal  amounts of 9% Senior
                   Subordinated  Notes due 2007  dated  March 5, 1997,  among  SIHL and SINA,  as
                   issuers,  Bear,  Stearns & Co. Inc., Societe Generale  Securities  Corporation
                   and  Scotia   Capital   Markets  (USA)  Inc.,  as   purchasers,   and  various
                   subsidiaries   of  SIHL,   including  RIH  and  GGRI,   Inc.,  as  guarantors.
                   (Incorporated  by reference to Exhibit  (4)(e)(1)  to  Registrant's  Form 10-K
                   Annual  Report  for the fiscal  year  ended  December  31,  1996,  in File No.
                   1-4748.)

(4) (b) (2)        Form of  Indenture  dated as of March 10,  1997,  between  SIHL and  SINA,  as
                   issuers,  various  subsidiaries  of SIHL,  including  RIH and GGRI,  Inc.,  as
                   guarantors,   and  The  Bank  of  New  York,  as  trustee,   with  respect  to
                   $200,000,000  principal  amount of 9% Senior  Subordinated  Notes due 2007 and
                   exhibits   thereto.   (Incorporated  by  reference  to  Exhibit  (4)(e)(2)  to
                   Registrant's  Form 10-K Annual  Report for the fiscal year ended  December 31,
                   1996, in File No. 1-4748.)

(4) (b) (3)        Form of Registration  Rights Agreement dated as of March 5, 1997, by and among
                   SIHL and SINA, as issuers,  various  subsidiaries  of SIHL,  including RIH and
                   GGRI,  Inc., as guarantors,  and Bear,  Stearns & Co. Inc.,  Societe  Generale
                   Securities Corporation and Scotia Capital Markets (USA) Inc., as purchasers.

(4) (b) (4)        Form of Inter-Borrower  Agreement dated as of March 10, 1997, between SIHL and
                   SINA.  (Incorporated  by reference to Exhibit  (4)(e)(4) to registrant's  Form
                   10-K Annual  Report for the fiscal year ended  December 31, 1996,  in File No.
                   1-4748.)


(10) (a)           Termination  Agreement  among  Sheraton  Desert  Inn  Corporation,   Starwood,
                   Sheraton Gaming Corporation,  SIHL and Sun International Nevada, Inc. dated as
                   of February 29, 2000,  terminating the Asset and Land Purchase Agreement among
                   the parties,  dated as of May 17, 1999.  (Incorporated by reference to Exhibit
                   2 to  SIHL's  Form 6-K  Current  Report  dated  March  17,  2000,  in File No.
                   0-22794).

(10) (b) (1)       Amended  and  Restated  Partnership  Agreement  of TCA dated as of August  29,
                   1995, among Sun Cove, RJH Development Corp., Leisure Resort Technology,  Inc.,
                   Slavik Suites, Inc., and LMW Investments,  Inc.  (Incorporated by reference to
                   Exhibit 10.7 of Registration  Statement No. 33-80477 of the registrant on Form
                   F-3.)

(10) (b) (2)       Relinquishment  Agreement  dated February 7, 1998,  between the Mohegan Tribal
                   Gaming  Authority  and TCA.  (Incorporated  by  reference  to  Exhibit  2.2 to
                   SIHL's Form 20-F Annual  Report for the fiscal year ended  December  31, 1997,
                   in File No. 0-22794.)

(10) (c) *         Resorts Retirement Savings Plan, dated January 1,2000.

(10) (d)           Purchase  Agreement among SINA as parent,  GGRI, Inc., as Seller and Colony as
                   Buyer dated as of October 30,  2000.  (Incorporated  by  reference  to Exhibit
                   (10)  to  registrant's  Form  10-Q  Quarterly  Report  for the  quarter  ended
                   September 30, 2000 in File No. 1-4748.)


Registrant  agrees to file with the Securities and Exchange  Commission,  upon request,  copies
of any instrument defining the rights of the holders of its consolidated long-term debt.

(b)     Reports on Form 8-K

        No Current  Reports on Form 8-K were filed during the fourth  quarter of 2000. No amendments to
        previously filed Forms 8-K were filed during the fourth quarter of 2000.

(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`

`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.

                                                  SUN INTERNATIONAL NORTH AMERICA, INC.
                                                                  (Registrant)


Date: April 2, 2001                               By    /s/John R. Allison
                                                        ----------------------------------------
                                                        John R. Allison
                                                        Executive Vice President - Finance




Pursuant  to the  requirements  of the  Securities  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/John R. Allison                        April 2, 2001
        -------------------------------------
        John R. Allison
        Director

    By  /s/Charles D. Adamo                       April 2, 2001
        -------------------------------------
        Charles D. Adamo
        Director`

# EXHIBIT INDEX

`Exhibit                                      Reference to previous
   Number                  Exhibit              filing or this Form 10-K
-------------- -------------------------------- -------------------------------------------------

(3) (a) (1)    Restated Certificate of          Incorporated  by reference to Exhibit (3) (a) to
               Incorporation of SINA.           Registrant's  Form 10-Q Quarterly Report for the
                                                quarter ended June 30, 1996, in File No. 1-4748.

(3) (a) (2)    Certificate of Amendment of      Incorporated  by  reference  to Exhibit  (3) (a)
               Restated Certificate of          (2) to Registrant's Form 10-K Annual Report.
               Incorporation of SINA.

(3) (b)        Amended and Restated By-Laws     Incorporated  by reference to Exhibit (3) (b) to
               of SINA.                         Registrant's  Form 10-Q Quarterly Report for the
                                                quarter ended June 30, 1996, in File No. 1-4748.

(4) (a)        See Exhibits (3) (a) (1), (3)
               (a) (2) and (3) (b) as to the
               rights of holders of
               Registrant's common stock.

(4) (b) (1)    Form of Purchase Agreement for   Incorporated by reference to Exhibit (4)(e)(1)
               $200,000,000 principal amounts   to Registrant's Form 10-K Annual Report for the
               of 9% Senior Subordinated        fiscal year ended December 31, 1996, in File
               Notes due 2007 dated March 5,    No. 1-4748.
               1997, among SIHL and SINA, as
               issuers, Bear, Stearns & Co.
               Inc., Societe Generale
               Securities Corporation and
               Scotia Capital Markets (USA)
               Inc., as purchasers, and
               various subsidiaries of SIHL,
               including RIH and GGRI, Inc.,
               as guarantors.


(4) (b) (2)    Form of Indenture dated as of    Incorporated by reference to Exhibit (4)(e)(2)
               March 10, 1997, between SIHL     to Registrant's Form 10-K Annual Report for the
               and SINA, as issuers, various    fiscal year ended December 31, 1996, in File
               subsidiaries of SIHL,            No. 1-4748.
               including RIH and GGRI, Inc.,
               as guarantors, and The Bank of
               New York, as trustee, with
               respect to $200,000,000
               principal amount of 9% Senior
               Subordinated Notes due 2007
               and exhibits thereto.

(4) (b) (3)    Form of Registration Rights
               Agreement dated as of March 5,
               1997, by and among SIHL and
               SINA, as issuers, various
               subsidiaries of SIHL,
               including RIH and GGRI, Inc.,
               as guarantors, and Bear,
               Stearns & Co. Inc., Societe
               Generale Securities
               Corporation and Scotia Capital
               Markets (USA) Inc., as
               purchasers.

(4) (b) (4)    Form of Inter-Borrower           Incorporated  by reference to Exhibit  (4)(e)(4)
               Agreement dated as of March      to registrant's  Form 10-K Annual Report for the
               10, 1997, between SIHL and       fiscal year ended  December  31,  1996,  in File
               SINA.                            No. 1-4748.

(10) (a)       Termination Agreement among      Incorporated   by  reference  to  Exhibit  2  to
               Sheraton Desert Inn              SIHL's Form 6-K Current  Report  dated March 17,
               Corporation, Starwood,           2000, in File No. 0-22794.
               Sheraton Gaming Corporation,
               SIHL and Sun International
               Nevada, Inc. dated as of
               February 29, 2000, terminating
               the Asset and Land Purchase
               Agreement among the parties,
               dated as of May 17, 1999.


(10) (b) (1)   Amended and Restated             Incorporated  by  reference  to Exhibit  10.7 of
               Partnership Agreement of TCA     Registration   Statement  No.  33-80477  of  the
               dated as of August 29, 1995,     registrant on Form F-3.
               among Sun Cove, RJH
               Development Corp., Leisure
               Resort Technology, Inc.,
               Slavik Suites, Inc. and LMW
               Investments, Inc.

(10) (b) (2)   Relinquishment Agreement dated   Incorporated  by  reference  to  Exhibit  2.2 to
               February 7, 1998, between the    SIHL's  Form 20-F  Annual  Report for the fiscal
               Mohegan Tribal Gaming            year  ended  December  31,  1997,  in  File  No.
               Authority and TCA.               0-22794.

(10) (c)       Resorts Retirement Savings       Page 54
               Plan, dated January 1, 2000.

(10) (d)       Purchase  Agreement  among SINA  Incorporated  by  reference  to Exhibit  (10) to
               as  parent,   GGRI,   Inc.,  as  registrant's  Form 10-Q Quarterly Report for the
               Seller   and  Colony  as  Buyer  quarter  ended  September  30,  2000 in File No.
               dated as of October 30, 2000.    1-4748.`