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