SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                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, 1999

                                   OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File No. 1-4748

                 SUN INTERNATIONAL NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)

           DELAWARE                              59-0763055
(State or other jurisdiction of               (I.R.S.Employer
corporation or organization)                 Identification No.)

1415 E. Sunrise Blvd., Ft. Lauderdale, FL               33304
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: 954-713-2500

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None




                              - continued -

                        Total Number of Pages 55

           Exhibit Index is presented on pages 52 through 53.


<PAGE>



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                       Yes      X         No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation 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 to this Form 10-K. [X]

As of February 29, 2000, 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 of 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.
<PAGE>

                                 PART I


ITEM 1. BUSINESS

 (a)  General Development of Business

     Sun International North America,  Inc. ("SINA") is a holding company which,
through its indirect wholly owned subsidiary,  Resorts International Hotel, Inc.
("RIH"),  is engaged in the ownership and operation of the Resorts Atlantic City
hotel and casino in Atlantic  City, New Jersey  ("Resorts  Atlantic  City").  In
addition,  SINA,  through its wholly owned  subsidiary  Sun Cove  Limited  ("Sun
Cove") has a 50%  interest in Trading Cove  Associates  ("TCA"),  a  Connecticut
general  partnership  (see below).  SINA also  provides  management  services to
certain  affiliated  companies and owns a tour operator  which  wholesales  tour
packages and provides reservation  services.  SINA was known as Griffin Gaming &
Entertainment,  Inc. from June 30, 1995 until  February 6, 1997.  "SINA" is used
herein to refer to the  corporation  for all periods.  SINA was  incorporated in
Delaware in 1958.  Unless stated  otherwise,  the term  "Company" as used herein
includes SINA and its consolidated subsidiaries.

     On  December  16,  1996,  SINA  became a  wholly  owned  subsidiary  of Sun
International  Hotels  Limited  ("SIHL"),  a corporation  organized and existing
under the laws of the Commonwealth of The Bahamas.

     The  Company  owns  and  operates   Resorts   Atlantic   City,   which  has
approximately  644 guest rooms, a 70,000 square foot casino, a 5,000 square foot
simulcast  pari-mutuel  betting  area and  related  facilities,  located  on the
Boardwalk.

     Casino  operations in Atlantic City are  conducted  under a casino  license
which is subject  to  periodic  review  and  renewal by action of the New Jersey
Casino  Control  Commission  (the "Casino  Control  Commission").  The Company's
current  license was renewed in January  2000  through  January  31,  2004.  See
"Regulation and Gaming Taxes and Fees" under "Narrative Description of Business"
below.

     Effective  January 1,  1997,  SIHL  contributed  the  capital  stock of Sun
International  Resorts, Inc. ("Sun Resorts"), a wholly owned subsidiary of SIHL,
to 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 operations in The Bahamas.

     Effective July 1, 1997,  SIHL  contributed the capital stock of Sun Cove, a
wholly owned  subsidiary  of SIHL,  to SINA.  Sun Cove has a 50% interest in TCA
which,  prior to January 1, 2000, held a management  agreement (the  "Management
Agreement") with the Mohegan Tribal Gaming Authority relating to the development
and  management  of a casino  resort  and  entertainment  complex in the town of
Uncasville,  Connecticut (the "Mohegan Sun Casino").  See description of current
agreement  below.  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.  TCA was  obligated  to pay  certain  amounts to its  partners  or their
affiliates,  as priority  payments from its  management  fee income for services
provided.  These amounts were paid as TCA received sufficient management fees to
meet the priority distributions.

     In February 1998, the Mohegan Tribe of Indians of Connecticut (the "Tribe")
appointed TCA to develop its proposed  approximate $800 million expansion of the
Mohegan Sun Casino. In addition, TCA and the Tribe 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. In exchange for relinquishing  its rights under its previous  agreements,
beginning  January 1, 2000, TCA receives  annual payments of five percent of the
gross revenues of the Mohegan Sun Resort complex for a 15-year period.

     As a result of these transactions,  SINA is a holding company through which
SIHL owns and operates its properties  and  investments in the United States and
provides certain support services for SIHL.

     In SINA's  Form 10-Q for the quarter  ended June 30,  1999 it was  reported
that SINA had entered into an Asset and Land  Purchase  Agreement  with Starwood
Hotels and Resorts  Worldwide  Inc.  ("Starwood")  pursuant to which the Company
along  with SIHL had  agreed to  acquire  the Desert Inn Hotel and Casino in Las
Vegas (the "Desert Inn") for $275 million.

     On March 2, 2000,  the Company and Starwood  announced  that they agreed to
terminate their agreement under which the Company was to acquire the Desert Inn.
Starwood  intends to  continue  to seek a  purchaser  for the  property.  If the
property is sold for less than the purchase  price  originally  agreed to by the
Company,  then the Company  will pay to Starwood  50% of such  deficit,  up to a
maximum of $15  million.  In the event that  Starwood  sells the property for in
excess of the  purchase  price  originally  agreed to by the  Company,  then the
Company will share 50% of such excess. Should the Company be required to pay $15
million of any potential deficit,  it would be paid from the $15 million deposit
previously  paid to  Starwood.  The deposit is included in deferred  charges and
other assets in the accompanying consolidated balance sheets.

     On January 19, 2000,  SIHL  announced  that it has received a proposal from
Sun  International   Investments   Limited  ("SIIL")  to  acquire  in  a  merger
transaction  all  ordinary  shares  of SIHL  not  already  owned  by SIIL or its
shareholders  for  $24  per  share  in  cash.  SIIL  and  its  stockholders  own
approximately 53% of the Company's outstanding ordinary shares.

     In response to the proposal, SIHL formed a committee of independent members
of the Board of Directors (the "Special  Committee")  which has retained its own
financial and legal advisors.

     Completion  of  the  proposed   transaction  will  be  subject  to  various
conditions,  including approval by the Special Committee,  successful completion
of financing  on terms  satisfactory  to SIIL,  negotiation  and  execution of a
definitive agreement containing terms and conditions customary for a transaction
of this nature and approval of the New Jersey Casino Control Commission.

     SIIL advised  management of SIHL that it and its shareholders will not sell
any SIHL ordinary shares in connection with the proposed  transaction and do not
wish  to  consider  or  participate  in any  possible  alternative  sale of SIHL
ordianry shares.

 (b)  Financial Information about Industry Segments

 Not applicable

 (c)  Narrative Description of Business

 ATLANTIC CITY, NEW JERSEY

Gaming Facilities
-----------------
     Resorts  Atlantic  City has a  70,000-square  foot  casino and a  simulcast
pari-mutuel betting facility of approximately 5,000 square feet. At December 31,
1999,  these gaming areas contained  approximately 75 table games that consisted
of 41 blackjack tables,  eight roulette tables, eight craps tables, and 18 other
specialty games that included Caribbean Stud, Baccarat,  Let It Ride, Three-card
Poker,  Pai Gow Poker,  Big Six and Pai Gow. There were also 2,183 slot machines
and five betting  windows and four  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 "Competition" and "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 15-story
Ocean  Tower and the  9-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 public lounge, a health club and
retail  stores.  The  complex  also  has  approximately  50,000  square  feet of
convention  facilities,  including eight large meeting rooms and a 16,000 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
350 cars.  In addition,  SINA owns  approximately  4.4 acres  adjoining  Resorts
Atlantic City which acreage currently provides additional uncovered self-parking
for  approximately  130 cars and valet parking for  approximately 415 cars. This
acreage was previously leased by RIH.

     Consistent  with  industry  practice,  RIH  reserves a portion of its hotel
rooms and suites as complimentary accommodations for high-level casino wagerers.
For 1999, 1998 and 1997 the average  occupancy  rates,  including  complimentary
rooms,  which were primarily  provided to casino patrons,  were 82%, 90% and 91%
respectively.  The average  occupancy rate and weighted average daily room rate,
excluding  complimentary rooms, were 27% and $82,  respectively,  for 1999. This
compares  with  36%  and  $71,   respectively,   for  1998,  and  41%  and  $62,
respectively, for 1997.

Entertainment
-------------
     Resorts  Atlantic City will be offering  headline  entertainment as part of
its strategy to pursue retail revenue in its theater.  Resorts Atlantic City has
entered into contracts with entertainers to perform at Resorts.

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 Star Card membership (the player  identification
card) sign-ups in order to increase Resorts'  marketing base and provide general
assistance.

Promotional Activities
----------------------
     The Star 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 Star Card to earn various  complimentary  items based
upon their  level of play.  The Star 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,  to patrons  expected to provide  revenues  based upon their
historical gaming patterns. Such information is gathered on slot wagering by the
Star Card and on table game wagering by the casino hosts. 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
--------------------
     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.  As of
December 31, 1999, RIH had spent $47.3 million on the  renovation.  In addition,
in 1999 Resorts  Atlantic  City  purchased 343 slot machines and leased 257 slot
machines.  Other expenditures consisted of various building improvement projects
and computer 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. In November 1997, the new 500-room convention hotel opened.
To further 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"),  a Las Vegas, Nevada casino/hotel company, has
been selected to be the developer of an approximate 180-acre tract in the Marina
area of Atlantic City (the "H- Tract").  Mirage  previously  announced  plans to
build a 2,000-room  destination  resort and entered into an agreement  with Boyd
Gaming Corp. to build a $750 million,  1,500-room  casino/hotel to be called the
Borgata. Groundbreaking for the Borgata is expected in the third quarter of 2000
with an opening in 2002.  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 2001.  Mirage had indicated that its proposed resort
would open shortly after the roadway is complete.  MGM Grand,  Inc.  ("MGM") had
also announced  plans for the  construction  of a new  casino/hotel in the South
Inlet  section  of  Atlantic  City,  the size and  scope of which  has yet to be
formally  announced.  In March  2000,  Mirage  and MGM  announced  an  agreement
pursuant  to which MGM would  acquire  all of the  outstanding  shares of Mirage
stock.  As a result of the proposed  merger,  the scope and timing of the Mirage
and MGM developments in Atlantic City is uncertain.

     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 extremely 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 destination resort.

     RIH continues to utilize  day-trip bus programs.  A non-exclusive  easement
enables  Resorts  Atlantic City to utilize a bus tunnel under the adjacent Trump
Taj Mahal Casino  Resort (the "Taj  Mahal"),  which  connects  Pennsylvania  and
Maryland  Avenues,  and a service  road exit from the bus tunnel.  This  reduces
congestion around the Pennsylvania Avenue bus entrance to Resorts Atlantic City.
To accommodate  its bus patrons,  Resorts  Atlantic City has a waiting  facility
which is located indoors adjacent to the casino and offers various amenities.

     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.

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  1,173,000 square
feet of gaming area,  including  simulcast  betting and poker rooms,  and 11,218
hotel rooms. In July 1997, a competitor added  approximately  75,000 square feet
of casino space which  included  approximately  1,766 slot machines and 58 table
games.  Also,  a  competitor  added a new hotel  tower with 620 rooms and opened
additional casino space in 1998. In October 1999, the Trump Organization  closed
and began the demolition of Trump's World Fair.  Trump's  World's Fair consisted
of  approximately  500 rooms and 1,600 slot machines.  Most of the slot machines
are  anticipated  to  be  relocated  to  other  Trump  properties.   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  2,700 hotel
rooms and  approximately  325,000 square feet of gaming space in close proximity
to each other. In 1999, 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. Also, The Bahamas and other destination resorts in the
Caribbean and Canada have increased the competition for gaming revenue. 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
("Foxwoods")  operated by the Pequot  Tribe.  Foxwoods  currently  has more than
5,800 slot  machines,  and for the year 1999 had slot  revenue of  approximately
$730  million,  which  is more  than  twice  the  slot  revenue  of the  largest
casino/hotel in Atlantic City. The other,  the Mohegan Sun Casino,  which opened
in October  1996 and until  December  31, 1999 was managed by TCA, has more than
3,000 slot machines and had slot revenue of approximately  $490 million in 1999.
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 began operating slot machines.

     This rapid 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  selected  gaming  customers  primarily  in order to
compete with other  casino/hotels  in Atlantic  City which also extend credit to
customers.  Credit play represented 27% of table game volume at Resorts Atlantic
City in 1999, 17% in 1998 and 18% in 1997.  The credit play  percentage of table
game volume for the Atlantic City industry was 24% in 1999,  23% in 1998 and 25%
in 1997. RIH's gaming receivables,  net of allowance for uncollectible  amounts,
were $4.8 million,  $3.3 million and $3.4 million as of December 31, 1999,  1998
and 1997,  respectively.  The collectibility of gaming receivables has an effect
on results of operations,  and 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 in 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  3,300  employees  during 1999, and RIH
believes that its employee  relations are satisfactory.  Approximately  1,400 of
RIH's employees are  represented by unions.  Of these  employees,  approximately
1,100  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.

     There were significant  regulatory  changes in recent years. In addition to
the approval of new games,  the Casino  Control Act was amended to allow casinos
to expand their casino  floors  before  building the  requisite  number of hotel
rooms, subject to approval of the Casino Control Commission.  This amendment was
designed to encourage  hotel room  construction  by giving  casino  licensees an
incentive  and  an  added  ability  to  generate  cash  flow  to  finance  hotel
construction.  Previous law only allowed for casino  expansion if a casino built
new hotel rooms first.  In addition,  the minimum casino square footage has been
increased  from  50,000  square  feet to  60,000  square  feet for the first 500
qualifying  rooms and  allows  for an  additional  10,000  square  feet for each
additional  100  qualifying  rooms over 500,  up to a maximum of 200,000  square
feet.  Future costs of regulation  have been reduced as new  legislation  (i) no
longer  requires  hotel  employees to be  registered,  (ii) extends the term for
casino and casino key employee license renewals from two years to four years and
(iii) allows  greater  efficiency  by either  reducing or  eliminating  the time
permitted the Casino Control  Commission to approve  internal  controls,  patron
complimentary programs and the movement of gaming equipment.

     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 the Casino  Control  Commission  may reopen  licensing  hearings 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.  Thereafter,  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.

                                     For the Year Ended December 31,
                                   1999          1998           1997

Gaming tax                    $17,701,000    $18,785,000       $19,581,000
License, investigation,
 inspection and
 other fees                     3,603,000      3,733,000         3,453,000
Contribution to AC Fund           307,000        496,000           392,000
                              $21,611,000    $23,014,000       $23,426,000

     The Casino Control Act, as originally adopted,  required a licensee to make
investments  equal  to 2% 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 1999,  1998, and 1997
amounted to $2.8 million, $2.9 million and $3.1 million, respectively, and, have
been  satisfied by deposits made with the CRDA.  At December 31, 1999,  RIH held
$8.2 million  face amount of bonds  issued by the CRDA and had $18.2  million on
deposit with the CRDA.  The CRDA bonds issued  through 1999 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, 1999, $1.8 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
----------------
     The Company owns approximately 15 acres of land adjacent to
Resorts Atlantic City and an additional nine acres at various sites in
Atlantic City that the Company intends to develop or are available for
sale.  See "ITEM 2.  PROPERTIES."

     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.

     The Tribe  appointed TCA to develop its proposed $800 million  expansion of
the Mohegan Sun Casino. 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
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.  In exchange for  relinquishing  its rights
under its previous  agreements,  beginning  January 1, 2000, TCA receives annual
payments of five percent of the gross revenues of the Mohegan Sun Resort complex
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,  152
table  games,  42 poker  tables and  parking  for 7,200  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 Resorts,  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
     --------
     In early  1998,  SINA  leased  office  space in New York City and  opened a
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

     Not applicable

<PAGE>

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.

     Land used in the operation of the casino/hotel 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  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.

     The Company 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, although no decision has
been made at this time to develop  this  location.  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.

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.

     In 1999 the Company sold approximately 400 acres of wetlands located on the
Blackhorse Pike in Atlantic City to the South Jersey  Transportation  Authority.
The  Company  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.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

U.S. Bankruptcy Court Action - Nathan Rogers v. Merv Griffin, et al.
--------------------------------------------------------------------
     On September 25, 1995,  Nathan Rogers,  then a shareholder of SINA, filed a
Complaint in Adversary  Proceeding in the  Bankruptcy  Court for the District of
New Jersey (the "NJ Bankruptcy Court"),  which Court approved the Company's 1990
plan of  reorganization.  The complaint  alleges that the Company did not comply
with its 1990  plan of  reorganization  in  relation  to the  repayment  by Merv
Griffin of his $11 million  promissory note. The complaint  further alleges that
the Company  violated the court order approving the 1990 plan of  reorganization
by  filing a  pre-packaged  plan of  reorganization  in  another  district.  The
complaint  seeks to have a trustee  appointed  for the  Company  and to have the
issuance  of SINA  common  stock to Merv  Griffin  pursuant  to the 1990 plan of
reorganization  voided. The Company's Motion For Summary Judgment dismissing the
complaint in its entirety  was granted by the NJ  Bankruptcy  Court on September
16, 1997. Rogers  subsequently  appealed the NJ Bankruptcy Court decision to the
US District  Court of New Jersey.  In  September,  1998,  the US District  Court
entered an order upholding the NJ Bankruptcy Court's decision dismissing Rogers'
claim. Rogers did not appeal the US District Court decision and, therefore,  the
litigation is concluded.

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.

     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.

     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.

     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. This
action has been dormant since 1996.

David Goldkrantz vs. Merv Griffin, Sun International Hotels Limited, et.al;
---------------------------------------------------------------------------
     A  complaint  was filed in December  1997 in the US District  Court for the
Southern  District  of New  York  (the  "District  Court " on  behalf  of  David
Goldkrantz  and a purported  class of Company  shareholders  against  SIHL,  the
Company and various  affiliates,  certain directors and officers of SIHL and the
Company (the "Goldkrantz  Case"). The complaint alleged that the Proxy Statement
and  Prospectus  issued by SIHL and the Company in November  1996, in connection
with their merger, was false and misleading with regard to statements made about
a license and service  agreement entered into between GGE and The Griffin Group.
In September 1998, the Company filed a Motion for Summary Judgment to dispose of
the claim. On April 6, 1999 The District Court granted the Company's  motion for
Summary  Judgment  dismissing  the Goldkrantz  Case in its entirety.  Goldkrantz
subsequently  filed an appeal  with The United  States  Court of Appeals for the
Second  Circuit  (the  "Circuit  Court")  which appeal was denied by the Circuit
Court  on  December   13,  1999.   Goldkrantz   has  not  filed  a  Request  for
Reconsideration  with the Circuit Court nor a Petition for  Certiorari  with the
United States Supreme Court, and, therefore, the litigation is concluded.

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 involves 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  alleges 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 argues
that when the parking garage was constructed approximately twenty years ago, the
construction  violated the Lease.  The Trust is seeking  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 has also taken 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 27, 1998 the matters were  consolidated and the parties have been
engaged in pretrial discovery.  Discovery ends in mid-April and the case will be
pretried shortly thereafter.



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.

<PAGE>

                                 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, 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 (dollar  amounts  wagered) 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 described  below. 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 (the dollar amount of
chips  purchased)  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  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.  As of
December 31, 1999, RIH had spent $47.3 million on the  renovation.  In addition,
in 1999 Resorts  Atlantic  City  purchased 343 slot machines and leased 257 slot
machines.  Other expenditures consisted of various building improvement projects
and computer upgrades.

     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 11 of Notes to Consolidated  Financial Statements for a discussion
of the Company's income taxes for the years 1999 and 1998.


    Other Matters
    -------------
    Year 2000 Compliance
    --------------------
     In order to address the impact of the date change in the year 2000  ("Y2K")
on its computer  programs,  resort  facilities and third party  suppliers,  SIHL
established a dedicated Year 2000 Program Office and contracted with independent
consultants  to coordinate  the  compliance  efforts and ensure that the project
status was monitored and reported  throughout the  organization.  As a result of
these efforts,  the Company did not experience any  significant  negative impact
from Y2K.

     New Accounting Pronouncements
     -----------------------------
     In the first  quarter of 1999,  the Company  adopted  Statement of Position
98-5 which states that all start up costs,  including  pre-opening expenses will
be charged to expense as  incurred.  Adoption of this  Statement of Position did
not have a material impact on the 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).

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  Company's  consolidated  financial  statements  are  presented  on the
following pages:
                                                                  Page
Financial Statements                                            Reference

 Report of Independent Public Accountants                          26

 Consolidated Balance Sheets at December 31,
  1999 and 1998                                                    27

 Consolidated Statements of Operations for the
  years ended December 31, 1999, 1998 and 1997                     29

 Consolidated Statements of Changes in
  Shareholder's Equity for the years ended
  December 31, 1999, 1998 and 1997                                 30

 Consolidated Statements of Cash Flows for the
  years ended December 31, 1999, 1998 and 1997                     31

 Notes to Consolidated Financial Statements                        33

 Financial Statement Schedule:

   Schedule II:        Valuation and Qualifying
                       Accounts for the years
                       ended December 31, 1999,
                       1998 and 1997                               47



<PAGE>


                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Sun International North America, Inc.:

     We  have  audited  the  accompanying  consolidated  balance  sheets  of Sun
International North America,  Inc. (a Delaware  corporation) and subsidiaries as
of  December  31,  1999 and 1998,  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, 1999. 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, 1999 and 1998, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period  ended  December 31,  1999,  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

Roseland, New Jersey
January 18, 2000


<PAGE>

<TABLE>

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

<CAPTION>

                                                 December 31,
  Assets                                     1999           1998
                                           ---------      ---------
<S>                                        <C>           <C>
Current assets:
  Cash (including cash equivalents
   of $6,678 and $12,212)                  $ 22,669       $ 25,160
  Receivables, net                            8,542          8,088
  Inventories                                 2,500          1,523
  Prepaid expenses                            2,742          2,091
  Due from affiliates                         7,829         10,096
                                           --------       --------
    Total current assets                     44,282         46,958
                                           --------       --------
Land held for investment,
 development or resale                       61,308         56,839
                                           --------       --------
Property and equipment:
  Land and land rights                      111,907        111,907
  Land improvements                           1,001          1,001
  Hotels and other buildings                166,512        123,837
  Furniture, machinery and equipment         45,588         31,344
  Construction in progress                    4,997         17,448
                                           --------       --------
                                            330,005        285,537
  Less accumulated depreciation             (35,035)       (22,843)
                                           --------       --------
    Net property and equipment              294,970        262,694
                                           --------       --------
Deferred charges and other assets, net       40,591         22,604
Goodwill, net                                93,855         96,871
                                           --------       --------
                                           $535,006       $485,966
                                           ========       ========
</TABLE>



                              - Continued -

<PAGE>
<TABLE>

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

<CAPTION>

                                                  December 31,
Liabilities and Shareholder's Equity          1999            1998
                                           ---------      ----------
<S>                                        <C>            <C>
Current liabilities:
  Current maturities of long-term debt     $    944       $  2,235
  Accounts payable and accrued
   liabilities                               51,633         46,385
  Due to affiliates                           4,518              -
                                           --------       --------
    Total current liabilities                57,095         48,620
                                           --------       --------
Long-term debt, net of unamortized
 premiums and discounts                     272,374        205,940
                                           --------       --------
Deferred income taxes                        42,223         42,253
                                           --------       --------
Commitments and contingencies

Shareholder's equity:
  Common stock - 100 shares
   outstanding - $.01 par value                   -              -
  Capital in excess of par                  192,635        193,008
  Accumulated deficit                       (29,321)        (3,855)
                                           --------       --------
    Total shareholder's equity              163,314        189,153
                                           --------       --------
                                           $535,006       $485,966
                                           ========       ========

See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>

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

                                  For the Year Ended December 31,
                                     1999      1998      1997
<S>                               <C>       <C>        <C>
Revenues:
 Gaming                            $221,015  $234,736  $244,156
 Rooms                               15,160    16,148    16,514
 Food and beverage                   25,512    26,692    27,085
 Other resort revenues                8,076    11,460    11,344
                                   --------  --------  --------
                                    269,763   289,036   299,099
Less promotional allowances         (26,632)  (28,295)  (28,465)
                                   --------  --------  --------
  Net gaming and resort revenues    243,131   260,741   270,634
  Tour operations                    23,766    13,758    15,403
  Management fees and other          22,000    10,791     8,107
  Real estate related                     -       754     8,987
                                   --------  --------  --------
                                    288,897   286,044   303,131
                                   --------  --------  --------
Expenses:
  Gaming                            152,661   147,141   154,554
  Rooms                               2,929     3,454     3,036
  Food and beverage                  15,401    16,638    15,973
  Other resort expenses              28,762    30,509    33,019
  Tour operations                    22,543    12,583    14,193
  Selling, general and
   administrative                    45,715    44,687    38,835
  Depreciation and amortization      18,219    15,529    14,372
  Pre-opening expenses                5,398         -         -
                                   --------  --------  --------
                                    291,628   270,541   273,982
                                   --------  --------  --------
Operating income (loss)              (2,731)   15,503    29,149
Other income (expenses):
  Interest income                     1,839     3,602     3,539
  Interest expense, net of
   capitalized interest             (20,571)  (20,466)  (27,515)
  Amortization of debt premiums,
   discounts and issue costs           (429)     (511)     (211)
  Other, net                           (729)        -       314
                                   --------  --------  --------
Earnings (loss) before benefit
 (provision)for income taxes and
 extraordinary item                 (22,621)   (1,872)    5,276
Benefit (provision) for income taxes (2,845)       38    (4,340)
                                   --------  --------  --------
Earnings (loss) before
 extraordinary item                 (25,466)   (1,834)      936
Extraordinary item-loss on
 extinguishment of debt (net of
 income tax benefit of $2,043)            -         -    (2,957)
                                   --------  --------  --------
Net loss                           $(25,466) $ (1,834) $ (2,021)
                                   ========  ========  ========


See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>

<TABLE>

                  SUN INTERNATIONAL NORTH AMERICA, INC.
       CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                        (In Thousands of Dollars)
<CAPTION>

                                                    Capital
                                     Common        in excess   Accumulated
                                     stock          of par       deficit        Total
                                    -------        ---------   -----------    ---------
<S>                                 <C>            <C>          <C>            <C>

Balance at December 31, 1996         $   -         $193,000     $      -       $193,000
Contribution of Sun Resorts              -              368            -            368
Contribution of Sun Cove                 -             (360)           -           (360)
Net loss for year 1997                                    -       (2,021)        (2,021)
                                     -----         --------     --------       --------
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
                                     =====         ========     ========       ========


</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

<TABLE>
                                      SUN INTERNATIONAL NORTH AMERICA, INC
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (In Thousands of Dollars)
<CAPTION>
                                                                       For the Year Ended December 31,
                                                                         1999         1998          1997
                                                                     -----------  -----------   -----------
<S>                                                                  <C>           <C>           <C>


Cash flows from operating activities:
  Net loss ........................................................   $ (25,466)   $  (1,834)     $ (2,021)
  Adjustments to reconcile net loss to
   net cash provided by (used in) operating activities:
    Extraordinary item ............................................          --           --         2,957
    Depreciation and amortization .................................      18,648       16,041        15,173
    (Gain) loss on disposition of assets ..........................         729           --          (607)
    Utilization of tax benefits acquired in merger ................          --        1,887         4,085
    Provision for doubtful receivables ............................       1,543          708           830
    Provision for discount on CRDA obligations, net ...............         587          572           987
    Net change in working capital accounts:
      Receivables .................................................      (1,131)        (105)       (1,117)
      Due from affiliates .........................................      (7,443)          --         4,559
      Inventories and prepaid expenses ............................      (1,628)          77           (48)
      Accounts payable and accrued liabilities ....................       2,945          472        (3,325)
    Net change in deferred charges ................................        (288)         322         1,980
    Net change in deferred tax liability ..........................         (30)      (3,747)           --
                                                                       --------     --------      --------
        Net cash provided by (used in)
         operating activities .....................................     (11,534)      14,393        23,453
                                                                       --------     --------      --------
Cash flows from investing activities:
  Payments for operating capital expenditures .....................     (11,408)     (20,786)      (10,595)
  Acquisition of other fixed assets ...............................     (44,376)     (11,727)      (21,721)
  Desert Inn acquisition costs ....................................     (16,117)          --            --
  Proceeds from the sale of assets ................................       5,052      110,256         7,950
  Payments for expenses of merger .................................          --         (745)       (8,057)
  CRDA deposits and bond purchases ................................      (2,746)      (2,955)       (3,122)
  Sun Resorts cash and equivalents at date
   of contribution ................................................          --           --         1,159
                                                                       --------      -------       -------
    Net cash provided by (used in)
     investing activities .........................................     (69,595)      74,043       (34,386)
                                                                       --------      -------      --------
                                                  -continued-
</TABLE>
<PAGE>
<TABLE>

                                 SUN INTERNATIONAL NORTH AMERICA, INC
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (In Thousands of Dollars)
<CAPTION>
                                                                       For the Year Ended December 31,
                                                                         1999         1998          1997
                                                                     -----------  -----------   -----------
<S>                                                                  <C>           <C>           <C>

Cash flows from financing activities:
   Borrowings .....................................................      73,000         --          199,084
   Debt repayments ................................................      (8,710)    (108,480)      (154,355)
   Debt issuance costs ............................................        --           --           (6,460)
   Advances from (repayments to) affiliates .......................      14,348       (5,610)       (10,327)
                                                                      ---------    ---------      ---------
     Net cash provided by (used in) financing
      activities ..................................................      78,638     (114,090)        27,942
                                                                      ---------    ---------      ---------
Net increase (decrease) in cash and cash
 equivalents ......................................................      (2,491)     (25,654)        17,009
Cash and cash equivalents at beginning of period ..................      25,160       50,814         33,805
                                                                      ---------    ---------      ---------
Cash and cash equivalents at end of period ........................   $  22,669    $  25,160      $  50,814
                                                                      =========    =========      =========
</TABLE>


See Notes to Consolidated Financial Statements

<PAGE>

                  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
principally  engaged in the operation of resort and casino  properties.  Through
its indirect wholly owned subsidiary, Resorts International Hotel, Inc. ("RIH"),
SINA owns and operates  Resorts  Atlantic City, a casino hotel in Atlantic City,
New Jersey . In addition,  SINA,  through its wholly owned  subsidiary  Sun Cove
Limited ("Sun Cove") has a 50% interest in Trading Cove  Associates  ("TCA"),  a
Connecticut  general  partnership  (see below).  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 December 1996,
pursuant to a merger  agreement,  SINA became a wholly owned  subsidiary  of Sun
International  Hotels  Limited  ("SIHL").  The  term  "Company"  as used  herein
includes SINA and its subsidiaries.

Contributed Companies
---------------------
     Effective  January 1,  1997,  SIHL  contributed  the  capital  stock of Sun
International  Resorts, Inc. ("Sun Resorts"), a wholly owned subsidiary of SIHL,
to 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.  As of January 1, 1997,  Sun  Resorts'  consolidated
assets,  liabilities and  shareholder's  equity  amounted to $6.1 million,  $5.7
million and $368,000, respectively.

     Effective July 1, 1997,  SIHL  contributed the capital stock of Sun Cove, a
wholly owned  subsidiary of SIHL,  to SINA.  Sun Cove has a 50% interest in TCA,
which,  until December 31, 1999,  held a management  agreement (the  "Management
Agreement") with the Mohegan Tribal Gaming Authority relating to the development
and  management of a casino resort and  entertainment  complex (the "Mohegan Sun
Casino").  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.
TCA was  obligated  to pay certain  amounts to its partners and certain of their
affiliates,  as priority  payments from its  management  fee income for services
provided  by those  entities.  In  addition,  TCA was  obligated  to pay certain
amounts to its partners,  as priority  payments from its  management fee income,
for  certain  capital  contributions  to TCA.  These  amounts  were  paid as TCA
received sufficient  management fees to meet the priority  distributions.  As of
July 1, 1997, Sun Cove's assets,  liabilities and shareholder's deficit amounted
to $7.9 million,  $8.3 million and $360,000,  respectively.  Sun Cove's revenues
and net loss  for the six  months  ended  June 30,  1997  were $0 and  $360,000,
respectively.

     The  contributions  of Sun  Resorts and Sun Cove were  recorded  based upon
their respective carrying values by SIHL.

     In February 1998, The Mohegan Tribe of Indians of Connecticut (the "Tribe")
announced  that it had  appointed  TCA to develop its proposed  expansion of the
Mohegan Sun Casino  which is  currently  expected to cost  approximately  $800.0
million.  In addition,  TCA and the Tribe 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. In
exchange for relinquishing its rights under its existing  agreements,  beginning
January 1, 2000,  TCA  receives  annual  payments  of five  percent of the gross
revenues of the Mohegan Sun Resort complex for a 15-year period.


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  and  1997  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.
<PAGE>

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)            1999       1998        1997


Rooms                              $ 5,536    $ 5,655     $ 5,092
Food and beverage                   14,634     13,448      15,042
Other                                6,704      5,570       5,192
                                    26,874    $24,673     $25,326


Pre-Opening Expenses
--------------------
     In the first  quarter of 1999,  the Company  adopted  Statement of Position
98-5  which  states  that all  pre-opening  costs  will be charged to expense as
incurred.  Pre-opening  costs in 1999  related to the  opening  of a  renovation
completed at Resorts Atlantic City.

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

<PAGE>

Deferred Charges and Other Assets
---------------------------------
     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,  $2.7  million and $2.4  million for the
years ended December 31, 1999, 1998 and 1997, respectively.

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 ("Casino Control Act"), the Company
is obligated to purchase  CRDA bonds,  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.  On the date the Company  actually
purchases the CRDA bond, the estimated discount  previously recorded is adjusted
to reflect  the actual  terms of the bonds  issued  and the then  existing  fair
market interest rate for similar quality bonds.

     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.  As a result of its review, the
Company does not believe that any asset impairment exists in the  recoverability
of its long lived assets.

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 which will be in effect for the years in which
the  differences  are expected to reverse.  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, 1999 and 1998 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, 1999, the
Company held reverse repurchase  agreements of $.5 million, all of which matured
January 3, 2000.

<PAGE>

NOTE 4 - RECEIVABLES

     Components of receivables at December 31 were as follows:

(In Thousands of Dollars)                       1999        1998


Gaming                                        $ 7,439    $ 5,700
Less allowance for doubtful accounts           (2,606)     (2,401)
                                                4,833      3,299

Other                                           3,811      4,824
Less allowance for doubtful accounts             (102)       (35)
                                                3,709      4,789

                                              $ 8,542     $ 8,088




NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

     Components of accounts payable and accrued  liabilities at December 31 were
as follows:

(In Thousands of Dollars)                       1999        1998


Accrued payroll and related taxes and
 benefits                                     $ 9,956     $10,621
Trade payables                                 12,768      11,710
Customer deposits and unearned revenues         5,965       4,127
Accrued interest                                5,799       5,483
Accrued gaming taxes, fees and related
 assessments                                    1,828       2,494
Accrued professional fees                       2,380       2,503
Other accrued liabilities                      12,937       9,447
                                              $51,633     $46,385



<PAGE>

NOTE 6 - LONG-TERM DEBT

      Components of long-term debt at December 31 were as follows:

(In Thousands of Dollars)            1999              1998


9% Senior Notes                    $200,000          $200,000
  Unamortized discount                 (738)             (807)
                                    199,262           199,193

Revolving Credit Facility            73,000                 -

11% Mortgage Notes due 2003               -             5,352
  Unamortized premium                     -               246
                                          -             5,598

11.375% Junior Mortgage Notes
 due 2004                                 -             1,095
  Unamortized premium                     -                54
                                          -             1,149

Other                                 1,056             2,235
                                    273,318           208,175
Less current maturities               ( 944)           (2,235)
                                   $272,374          $205,940


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 on March 15 and  September  15 each
year.  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 and
Societe  Generale to allow for borrowings up to $625.0 million.  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.  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,  along with
accrued interest, 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  EBITDA  and
interest expense and debt.

Co-obligation
-------------
     The  Company  is  a  co-obligator,   with  SIHL,  on  $100  million  senior
subordinated,  unsecured notes due December 2007 (the "8.625% Notes").  Interest
on the 8.625%  Notes is payable on June 15 and  December 15 each year.  The cash
was drawn down by and the debt is reflected in the  consolidated  financials  of
SIHL.


NOTE 7 - 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.  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 8 - RELATED PARTY TRANSACTIONS

Due from Affiliates
-------------------
     At December 31, 1999,  amounts due from  affiliates  represent fees due for
development  and  management  services  related to the Mohegan  Sun  Casino.  At
December 31, 1998, amounts due from affiliates  represent  non-interest  bearing
due on demand advances.

Due to Affiliates
-----------------
     At December  31, 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, 1999 and 1998,  such fees amounted to $14.1 million and
$9.8 million, respectively.

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


NOTE 9 - SHOWBOAT LEASE

     Prior to January  1998,  the Company  leased to a  subsidiary  of Showboat,
Inc., a resort and casino  operator,  10 acres of land under the Showboat Casino
Hotel in  Atlantic  City,  New  Jersey  (included  in land held for  investment,
development or resale in the  accompanying  Consolidated  Balance  Sheets).  The
lease  payments  were  $754,000  and $9.0  million  for the years 1998 and 1997,
respectively. The Company sold this land and the Showboat Lease in January 1998.


NOTE 10 - 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 pension  expense for this plan was $844,000,  $869,000 and
$810,000 in 1999, 1998 and 1997, 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  $1.3
million, $1.1 million and $1.0 million in 1999, 1998, and 1997, respectively.

     Certain of the Company's employees participate in SIHL's stock option plans
(the "Plans")  whereby  options to purchase  shares of SIHL's capital stock (the
"Ordinary  Shares") are granted.  Pursuant to the Plans,  the option  prices are
equal to the market value per share of the Ordinary Shares on the date of grant.
The Plans provide for options to become exercisable either one year or two years
after the grant  date in  respect  of 20% of such  options,  and  thereafter  in
installments of 20% per year over a four-year period. The options have a term of
ten years from the date of grant.  As of  December  31,  1999,  the  Company had
2,120,000 options outstanding,  479,000 of which were exercisable.  The required
proforma  disclosures related to Statement of Financial Accounting Standards No.
123  "Accounting  for Stock Based  Compensation"  on such options did not have a
material impact on the company's consolidated financial statement.

     Included in the options above,  certain  employees held options to purchase
SINA common  stock when the Company was  acquired by SIHL.  All such shares were
converted to options to purchase  Ordinary  Shares and became  exercisable as of
the acquisition date.




<PAGE>

NOTE 11 - INCOME TAXES

     The Company  recorded  income tax  provisions  (benefits)  as follows  from
continuing operations:

(In Thousands of Dollars)         1999      1998      1997

Current:
  Federal                        $2,718    $ 3,430    $3,726
  State                             157        279       614
                                  2,875      3,709     4,340
Deferred:
  Federal                           (30)    (3,747)        -

                                 $2,845    $   (38)   $4,340

     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  at December 31
were as follows:

(In Thousands of Dollars)                     1999         1998


Deferred tax liabilities:
  Basis differences on land held for
   investment, development or resale         $ (6,100)    $ (6,200)
  Basis differences on property and
   equipment                                  (44,400)      (44,300)
  Other                                        (2,402)       (2,100)
    Total deferred tax liabilities            (52,902)      (52,600)

Deferred tax assets:
  NOL carryforwards                           196,700       187,300
  Book reserves not yet deductible
    for tax return purposes                    14,000        15,800
  Basis difference on debt                          -           400
  Tax credit carryforwards                      2,700         2,800
  Other                                         5,700         6,000
    Total deferred tax assets                 219,100       212,300

  Valuation allowance for deferred
   tax assets                                (208,421)     (201,953)
    Deferred tax assets, net of
     valuation allowance                       10,679        10,347
Net deferred tax liabilities                 $(42,223)    $ (42,253)



<PAGE>

     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,  the corresponding
reduction  to the  valuation  allowance  would  reduce  the  carrying  value  of
goodwill.  During 1999,  the Company  experienced  an increase to its  valuation
allowance aggregating $6.5 million.

     The effective income tax rate on earnings (loss) before  extraordinary item
varies from the statutory  federal  income tax rate as a result of the following
factors:

                                      1999       1998      1997

Statutory federal income tax
 rate                               (35.0%)    (35.0%)     35.0%
State tax costs                        .7%      14.9%      11.6%
NOLs and temporary differences
 for which no taxes were provided
 or benefits recognized              39.9%    (100.8%)        -
Nondeductible expenses, including
 amortization of goodwill             3.8%      87.6%      25.3%
Other                                 2.5%      31.3%      10.3%
Effective income tax rate            11.9%      (2.0%)     82.2%


     For federal income tax purposes,  the Company had NOL carryforwards of $562
million however, due to the change of ownership of SINA in 1996, $423 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 restricted NOLs which the Company  believes may become available to the
Company for  utilization  in spite of the  limitations  expire as  follows:  $50
million in 2005,  $23 million in 2006,  $28 million in 2007,  $1 million in 2009
and $8 million in 2011. The unrestricted  NOLs which the Company believes may be
used to offset future income expire as follows:  $2 million in 2007, $57 million
in 2008,$57 million in 2012, and $23 million in 2019.



<PAGE>

NOTE 12 - SUPPLEMENTAL CASH FLOW DISCLOSURES

     Interest paid, net of amounts capitalized, was $20.8 million, $24.4 million
and  $26.1  million  for the  years  ended  December  31,  1999,  1998 and 1997,
respectively.  Income taxes refunded (paid) amounted to $188,000, $(2.1) million
and $87,000 for the years ended December 31, 1999, 1998 and 1997,  respectively.
Non-cash investing and financing activities were as follows:

(In Thousands of Dollars)                   1999        1998         1997


Increase (decrease) for valuation adjustments:
   Goodwill                                     -          -      $  6,950
   Land held for investment,
    development or resale                       -          -      $ (5,000)
   Accounts payable and accrued
    liabilities                                 -          -      $  1,950

Exchange of real estate in Atlantic
 City for reduction in CRDA
 obligation                                     -          -      $  2,200

Refinancing of capital lease
 obligations                               $1,444          -             -

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


NOTE 13 - COMMITMENTS AND CONTINGENCIES

Casino License
--------------
     The  operation  of a casino  in  Atlantic  City is  subject  to  regulatory
controls. A casino license must be obtained by the operator and the license must
be  periodically  renewed and is subject to revocation at any time. In the event
that the Company is not able to maintain its license,  management  believes that
the Company would still realize the carrying value of its related assets.

CRDA Obligations
----------------
     The Casino  Control Act, as amended,  requires RIH to purchase bonds issued
by the CRDA, or to make other  investments  authorized by the CRDA, in an amount
equal to 1.25% of its gross  gaming  revenues,  as defined.  The CRDA bonds have
interest rates ranging from 3.6% to 7.0% and have repayment  terms of between 20
and 50 years.

     At December  31,  1999,  RIH had $8.2 million face value of bonds issued by
the CRDA and had  $18.2  million  on  deposit  with the  CRDA.  These  bonds and
deposits,  net of an  estimated  discount to reflect the  below-market  interest
rates payable on the bonds, are included in deferred charges and other assets in
the accompanying consolidated balance sheets.

     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, 1999, $1.8 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.

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 14 - 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 15 - SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION

     The Company operates in one industry segment in the United States.


NOTE 16 - SUBSEQUENT EVENTS

Termination of Desert Inn Asset and Land Purchase Agreement
-----------------------------------------------------------
     In SINA's  Form 10-Q for the quarter  ended June 30,  1999 it was  reported
that SINA had entered into an Asset and Land  Purchase  Agreement  with Starwood
Hotels and Resorts  Worldwide  Inc.  ("Starwood")  pursuant to which the Company
along  with SIHL had  agreed to  acquire  the Desert Inn Hotel and Casino in Las
Vegas (the "Desert Inn") for $275 million.

     On March 2, 2000,  the Company and Starwood  announced  that they agreed to
terminate their agreement under which the Company was to acquire the Desert Inn.
Starwood  intends to  continue  to seek a  purchaser  for the  property.  If the
property is sold for less than the purchase  price  originally  agreed to by the
Company,  then the Company  will pay to Starwood  50% of such  deficit,  up to a
maximum of $15  million.  In the event that  Starwood  sells the property for in
excess of the  purchase  price  originally  agreed to by the  Company,  then the
Company will share 50% of such excess. Should the Company be required to pay $15
million of any potential deficit,  it would be paid from the $15 million deposit
previously  paid to  Starwood.  The deposit is included in deferred  charges and
other assets in the accompanying consolidated balance sheets.


Proposed Acquisition of SIHL Ordinary Shares
--------------------------------------------
     On January 19, 2000,  SIHL  announced  that it has received a proposal from
Sun  International   Investments   Limited  ("SIIL")  to  acquire  in  a  merger
transaction  all  ordinary  shares  of SIHL  not  already  owned  by SIIL or its
shareholders  for  $24  per  share  in  cash.  SIIL  and  its  stockholders  own
approximately 53% of the Company's outstanding ordinary shares.

     In response to the proposal, SIHL formed a committee of independent members
of the Board of Directors (the "Special  Committee")  which has retained its own
financial and legal  advisors.  Completion of the proposed  transaction  will be
subject to various  conditions,  including  approval by the  Special  Committee,
successful  completion of financing on terms  satisfactory to SIIL,  negotiation
and  execution  of  a  definitive  agreement  containing  terms  and  conditions
customary for a transaction of this nature and approval of the New Jersey Casino
Control Commission.

     SIIL advised  management of SIHL that it and its shareholders will not sell
any SIHL ordinary shares in connection with the proposed  transaction and do not
wish  to  consider  or  participate  in any  possible  alternative  sale of SIHL
ordianry shares.
<PAGE>
<TABLE>


                                                              SCHEDULE II

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

<CAPTION>

                                   Balance at   Additions                Balance at
                                   beginning    charged to  Deductions    end of
                                   of period     expenses       (a)       period

<S>                                <C>          <C>         <C>          <C>

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


For the year ended December 31, 1997:

Allowance for doubtful receivables:
  Gaming                            $3,626       $  836       $(1,451)    $3,011
  Other                                132           (6)          (63)        63
                                    $3,758       $  830       $(1,514)    $3,074


(a)  Write-off of uncollectible accounts, net of recoveries.
</TABLE>
<PAGE>

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

         None.


                                PART III


  The following Items have been omitted pursuant to General
Instruction I of Form 10-K: ITEM 6.  SELECTED FINANCIAL DATA; ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; ITEM 11.  EXECUTIVE
COMPENSATION; ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT and ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.


                                 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  amount 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,
          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, 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, as guarantors,  and Bear,  Stearns & Co. Inc.,
          Societe  Generale  Securities  Corporation  and Scotia Capital Markets
          (USA) Inc.,  as  purchasers.  (Incorporated  by  reference  to Exhibit
          (4)(e)(3) to Registrant's  Form 10-K Annual Report for the fiscal year
          ended December 31, 1996, in File No. 1-4748.)

(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)*  Resorts Retirement Savings Plan. (Incorporated by reference to Exhibit
          (10)(c)(2) to registrant's Form 10-K Annual Report for the fiscal year
          ended December 31, 1991, in File No.
          1-4748.)

(10)(b)   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  ro Exhibit 2 to SIHL's  Form 6-K Current  Report  dated
          March 17, 2000, in File No. 0-22794).

(10)(c)(1)Amended and Restated Partnership Agreement of Trading Cove
          Associates dated as of August 29, 1995, among Sun Cove
          Limited, 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)(c)(2)Relinquishment  Agreement dated February 7, 1998,  between the Mohegan
          Tribal Gaming Authority and Trading Cove Associates.  (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.)

(21)      Subsidiaries of the registrant.

(27)(a)   Financial data schedule for the year ended December 31, 1999.

(27)(b)   Restated financial data schedule for the year ended December 31, 1998.



*  Management contract or compensatory plan.

     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
1999. No  amendments to previously  filed Forms 8-K were filed during the fourth
quarter of 1999.

 (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

     The  financial   statement   schedules   required  by  Regulation  S-X  are
incorporated  by reference to "ITEM 8. FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY
DATA."

<PAGE>

                               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:  March 30, 2000                       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/ Howard B. Kerzner                     March 30, 2000
   Howard B. Kerzner
   Director


By /s/ Charles D. Adamo                      March 30, 2000
   Charles D. Adamo
   Director


<PAGE>


                      Form 10-K for the fiscal year
                         ended December 31, 1998

                              EXHIBIT INDEX


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


<TABLE>
<S>          <C>                          <C>
(3)(a)(1)    Restated Certificate of       Incorporated by reference to
             Incorporation of SINA.        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  Incorporated  by reference to Restated
             Certificate  of              Exhibit   (3)(a)(2)  to
             Incorporation  of  SINA.     Registrant's Form 10-K Annual Report.


(3)(b)       Amended and Restated By-Laws  Incorporated by reference to
             of SINA.                      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)(3)    Form of Registration Rights  Incorporated by reference to Agreement
             dated as of March            Exhibit (4)(e)(3) to
             5, 1997, by and among SIHL   registrant's Form 10-K Annual Report
             and SINA, as issuers,        for the fiscal year ended December 31,
             various subsidiaries of      1996, in File No. 1-4748.
             SIHL, including RIH and
             GGRI, 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
             Agreement dated as of March   Exhibit (4)(e)(4) to
             10, 1997, between SIHL and    registrant's Form 10-K Annual Report
             SINA.                         for the fiscal year ended December
                                           31, 1996, in File No. 1-4748.


(10)(a)      Resorts Retirement Savings    Incorporated by reference to
             Plan.                         Exhibit (10)(c)(2) to
                                           registrant's Form 10-K Annual Report
                                           for the fiscal year
                                           ended December 31, 1991, in
                                           File No. 1-4748.



(10)(b)      Termination Agreement among   Incorporated by reference toK
             Sheraton Desert Inn           Exhibit 2 to SIHL's Form 6-Kh
             Corporation, Starwood,        Current Report dated March 17, 2000,
             Sheraton Gaming Corporation,  in File No. 0-22794.
             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)(c)(1)   Amended and Restated          Incorporated by reference to
             Partnership Agreement of      Exhibit 10.7 of Registration
             Trading Cove Associates       Statement No. 33-80477 of the
             dated as of August 29, 1995,  registrant on Form F-3.
             among Sun Cove Limited, RJH
             Development Corp., Leisure
             Resort Technology, Inc.,
             Slavik Suites, Inc. and LMW
             Investments, Inc.

(27)(a)      Financial data schedule for
             the year ended December 31,   54
             1999.

(27)(b)      Restated  financial  data
             schedule for the year ended
             December 31, 1998.            55


</TABLE>