UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
__________________________________________
PART I - REGISTRANT INFORMATION
MOA Hospitality, Inc.
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Full Name of Registrant
Motels of America, Inc.
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Former Name if Applicable
701 Lee Street, Suite 1000
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Address of Principal Executive Office
(Street and Number)
Des Plaines, Illinois 60016
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ X ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to file its annual report on Form 10-K for the
period ended December 31, 1997 within the prescribed time period. The
delay is due to the fact that Registrant's auditors have not been able to
complete the audit for the year ended December 31, 1997 because the
Registrant and its auditors are still in the process of evaluating the
potential impairment of certain of the Registrant's assets. In accordance
with Rule 12b-25(c), a statement to this effect signed by the Registrant's
auditors has been attached to the Form 12b-25 as Exhibit A.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Kurt M. Mueller (847) 803-1200
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Registrant anticipates that a significant change in results of
operations from the year ended December 31, 1996 will be reflected by the
earnings statements to be included in the Registrant's Form 10-K for the year
ended December 31, 1997. It is anticipated that such change will include, on
a pre-tax basis, (i) a loss from operations in an amount of approximately $2
million greater than the comparable amount for the year ended December 31,
1996, (ii) a decrease in the gain on sale of properties of approximately $1.5
million as compared to the gain on sale for the period ended December 31, 1996
and (iii) potential impairment of certain of the Registrant's assets which
cannot be quantified at this time since such impairment is in the process of
being evaluated (which is the reason that this Form 12b-25 is being filed).
SIGNATURES
MOA Hospitality, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
MOA HOSPITALITY, INC.
Date: March 30, 1998 By: /s/ Kurt M. Mueller
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Name: Kurt M. Mueller
Title: Chief Financial Officer
EXHIBIT A
We have been unable to complete the audit of MOA Hospitality, Inc.
(the "Registrant") for the year ended December 31, 1997 because we are in the
process of evaluating the potential impairment of certain of the Registrant's
assets, which evaluation will not be completed prior to the filing date as
prescribed by Form 10-K.
Chicago, Illinois Ernst & Young LLP
March 30, 1998