1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 10-K / A1
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
RPS REALTY TRUST
(Exact name of registrant as specified in charter)
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of the Annual Report on Form
10-K for the fiscal year ended December 31, 1994 as set forth in the pages
attached hereto:
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a)(3) Exhibits
10.28 Indenture of Lease, dated March 2,
1995 between Sage Realty Corporation
and RPS Realty Trust together with
related side letters.
10.29 Agreement, dated as of March 1, 1995,
between RPS Realty Trust and Herbert
Liechtung
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
RPS REALTY TRUST
(Registrant)
Date: April 6, 1995 By: /s/Edwin R. Frankel
---------------------------
Edwin R. Frankel
Senior Vice President, Treasurer
(Principal Financial and
Accounting Officer)
2
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
Financial Statements, Schedules and Exhibits
(a)(1) Financial Statements
See pages FS-2 through FS-21, which are included herein.
(a)(2) Financial Statement Schedules
All schedules have been omitted because they are inapplicable,
not required, or the information is included in the financial
statements or notes thereto.
(a)(3) Exhibits Sequential
Page No.
----------
3.1 Amended and Restated Declaration of Trust of the
Trust, dated October 14, 1988, incorporated by
reference to Exhibit 3, 4(a) to the Trust's
Registration Statement on Form S-4, File No.
33-25272.
3.2 By-Laws of the Trust adopted December 6, 1989,
incorporated by reference to Exhibit 4.2 to the
Trust's Current Report on Form 8-K, dated
December 6, 1989.
4. Rights Agreement dated as of December 6, 1989
between the Trust and American Stock Transfer &
Trust Company, incorporated by reference to
Exhibit 1 to the Trust's Registration Statement
on Form 8-A, File No. 1-10093, for the
registration of Share Purchase Rights.
10.1 Exchange Agreement, dated as of November 1, 1988
between the Trust and RPS 1, incorporated by
reference to Exhibit 2A to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
10.2 Exchange Agreement dated as of November 1, 1988
between the Trust and RPS 2, incorporated by
reference to Exhibit 2B to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
10.3 Exchange Agreement, dated as of November 1, 1988
between the Trust and RPS 3, incorporated by
reference to Exhibit 2C to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
10.4 Exchange Agreement, dated as of November 1, 1988
between the Trust and RPS 4, incorporated by
reference to Exhibit 2D to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
10.5 Asset and Stock Purchase Agreement dated as of
November 1, 1988 among Integrated, RPS Advisory
Corp., Resources Pension Advisory Corp. and the
Trust, including as exhibits: (i) Note Issuance
Agreement, dated as of December 28, 1988, by and
between Integrated, Resources Pension Advisory
Corp., and the Trust; and (ii) Note of the Trust
dated December 28, 1988, incorporated by
reference to Exhibit 2E to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
3
10.6 Employment Agreement, dated October 24, 1988,
between Resources Pension Advisory Corp. and Joel
Pashcow, incorporated by reference to Exhibit
10.6 to the Trust's Annual Report on Form 10-K
for the year ended December 31, 1988.
10.7 Employment Agreement, dated October 24, 1988,
between Resources Pension Advisory Corp. and
Herbert Liechtung, incorporated by reference to
Exhibit 10.7 to the Trust's Annual Report on Form
10-K for the year ended December 31, 1988.
10.8 1989 Trustees' Stock Option Plan, incorporated
by reference to Exhibit A to the Trust's Proxy
Statement dated October 18, 1989.
10.9 1989 Employees' Stock Option Plan, incorporated
by reference to Exhibit B to the Trust's Proxy
Statement dated October 18, 1989.
10.10 Retirement Savings Plan of the Trust dated
September 13, 1989 incorporated by reference to
the Trust's Annual Report on Form 10-K for the
year ended December 31, 1989.
10.11 Secured Promissory Note, dated February 23, 1990,
executed by Rector Hylan Corporation,
incorporated by reference to Exhibit 10.1 to the
Trust's Current Report on Form 8-K dated February
23, 1990.
10.12 Collateral Assignment of Mortgage and Security
Agreement, dated February 23, 1990, between
Rector Hylan Corporation and the Trust,
incorporated by reference to Exhibit 10.2 to the
Trust's Current Report on Form 8-K dated February
23, 1990.
10.13 Note Purchase Agreement, dated December 27, 1991,
between the Trust and The Capitol Life Insurance
Company, incorporated by reference to Exhibit
10.13 to the Trust's Annual Report on Form 10-K
for the year ended December 31, 1991.
10.14 Reissued Note Number 5, dated December 28, 1992,
executed by the Trust in favor of Anchor National
Life Insurance Company, incorporated by reference
to Exhibit 10.14 to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1993.
10.15 Loan Purchase Agreement dated December 3, 1993
between the Trust and Merged Centers,
incorporated by reference to Exhibit 10.15 to the
Trust's Annual Report on Form 10-K for the year
ended December 31, 1993.
10.16 Agreement dated as of January 25, 1994, among the
Trust, Rector Hylan Corporation, Rector
Acquisition Corp. and Shalva Company, Inc.,
incorporated by reference to Exhibit 10.16 to the
Trust's Annual Report on Form 10-K for the year
ended December 31, 1993.
4
10.17 Assignment of Mortgages dated January 25, 1994
between Rector Hylan Corporation and the Trust.
10.18 Certificate of Reduction of Debt dated January
25, 1995, executed by the Trust.
10.19 Agreement of Sale dated May 20, 1993 between
Morristown-Chester Plaza Associates, L.P. and
Chester Plaza Shops, Inc., as contemplated by an
amendment thereto dated July 11, 1994.
10.20 Bargain and Sale Deed dated July 11, 1994
between Morristown-Chester Plaza Associates, L.P.
and Chester Plaza Shops, Inc.
10.21 Settlement Agreement dated as of June, 1994
between the Trust and Norgate Plaza Limited
Partnership.
10.22 Addendum to Settlement Agreement dated June, 1994
between the Trust and Norgate Plaza Limited
Partnership.
10.23 Purchase Agreement dated June, 1994 between
Norgate Plaza Limited Partnership and Norgate
Shops Corp.
10.24 Addendum to Purchase Agreement dated June, 1994
between Norgate Shops Corp. and Norgate Plaza
Limited Partnership.
10.25 Quitclaim Deed dated June 13, 1994 between
Norgate Plaza Limited Partnership and Norgate
Shops Corp.
10.26 Letter of Intent dated July 14, 1994 between the
Trust and Ramco-Gershenson, Inc. (incorporated by
reference to Exhibit 99 to the Trust's Current
Report on Form 8-K dated July 28, 1994).
10.27 Letter Agreement dated as of June 8, 1994
between the Trust and Dean Witter Reynolds, Inc.
10.28 Indenture of Lease, dated March 2, 1995
between Sage Realty Corporation and RPS Realty
Trust together with related side letters.*
_________________
* Filed with this amendment.
5
10.29 Agreement, dated as of March 1, 1995, between
RPS Realty Trust and Herbert Liechtung.*
23.1 Consent of Independent Auditors with respect to
the Trust's Registration Statement on Form S-3,
filed with the Commission on April 25, 1989.
23.2 Consent of Independent Auditors with respect to
the Trust's Registration Statement on Form S-8,
filed with the Commission on November 22, 1990.
28.1 Distribution Reinvestment and Trust Agreement,
including Distribution Reinvestment Plan, made as
of January 1, 1991 between the Trust and American
Stock Transfer and Trust Company, incorporated by
reference to Exhibit 28.1 to the Trust's Annual
Report on Form 10-K for the year ended December
31, 1990.
28.2 Description of Rector Hylan loan, incorporated by
reference into Item 1. of this Report from the
Trust's Current Report on Form 8-K dated February
23, 1990.
(b) Reports on Form 8-K filed during the last quarter
of the fiscal year: None.
____________________
* Filed with this amendment.
6
EXHIBIT INDEX
Sequential
Number Exhibit Page No.
- ------ ------- ----------
3.1 Amended and Restated Declaration of Trust of
the Trust, dated October 14, 1988, incorporated
by reference to Exhibit 3, 4(a) to the Trust's
Registration Statement on Form S-4, File No.
33-25272.
3.2 By-Laws of the Trust adopted December 6, 1989,
incorporated by reference to Exhibit 4.2 to the
Trust's Current Report on Form 8-K, dated
December 6, 1989.
4. Rights Agreement dated as of December 6, 1989
between the Trust and American Stock Transfer &
Trust Company, incorporated by reference to
Exhibit 1 to the Trust's Registration Statement
on Form 8-A, File No. 1-10093, for the
registration of Share Purchase Rights.
10.1 Exchange Agreement, dated as of November 1,
1988 between the Trust and RPS 1, incorporated
by reference to Exhibit 2A to the Trust's
Current Report on Form 8-K, dated December 28,
1988.
10.2 Exchange Agreement dated as of November 1, 1988
between the Trust and RPS 2, incorporated by
reference to Exhibit 2B to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
10.3 Exchange Agreement, dated as of November 1, 1988
between the Trust and RPS 3, incorporated by
reference to Exhibit 2C to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
10.4 Exchange Agreement, dated as of November 1, 1988
between the Trust and RPS 4, incorporated by
reference to Exhibit 2D to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
10.5 Asset and Stock Purchase Agreement dated as of
November 1, 1988 among Integrated, RPS Advisory
Corp., Resources Pension Advisory Corp. and the
Trust, including as exhibits: (i) Note Issuance
Agreement, dated as of December 28, 1988, by and
between Integrated, Resources Pension Advisory
Corp., and the Trust; and (ii) Note of the Trust
dated December 28, 1988, incorporated by
reference to Exhibit 2E to the Trust's Current
Report on Form 8-K, dated December 28, 1988.
7
Sequential
Number Exhibit Page No.
- ------ ------- ----------
10.6 Employment Agreement, dated October 24, 1988,
between Resources Pension Advisory Corp. and
Joel Pashcow, incorporated by reference to
Exhibit 10.6 to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1988.
10.7 Employment Agreement, dated October 24, 1988,
between Resources Pension Advisory Corp. and
Herbert Liechtung, incorporated by reference to
Exhibit 10.7 to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1988.
10.8 1989 Trustees' Stock Option Plan, incorporated
by reference to Exhibit A to the Trust's Proxy
Statement dated October 18, 1989.
10.9 1989 Employees' Stock Option Plan, incorporated
by reference to Exhibit B to the Trust's Proxy
Statement dated October 18, 1989.
10.10 Retirement Savings Plan of the Trust dated
September 13, 1989 incorporated by reference to
the Trust's Annual Report on Form 10-K for the
year ended December 31, 1989.
10.11 Secured Promissory Note, dated February 23, 1990,
executed by Rector Hylan Corporation,
incorporated by reference to Exhibit 10.1 to the
Trust's Current Report on Form 8-K dated
February 23, 1990.
10.12 Collateral Assignment of Mortgage and Security
Agreement, dated February 23, 1990, between
Rector Hylan Corporation and the Trust,
incorporated by reference to Exhibit 10.2 to the
Trust's Current Report on Form 8-K dated
February 23, 1990.
10.13 Note Purchase Agreement, dated December 27,
1991, between the Trust and The Capitol Life
Insurance Company, incorporated by reference to
Exhibit 10.13 to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1991.
10.14 Reissued Note Number 5, dated December 28,
1992, executed by the Trust in favor of Anchor
National Life Insurance Company, incorporated by
reference to Exhibit 10.14 to the Trust's Annual
Report on Form 10-K for the year ended December
31, 1993.
8
Sequential
Number Exhibit Page No.
- ------ ------- ----------
10.15 Loan Purchase Agreement dated December 3, 1993
between the Trust and Merged Centers,
incorporated by reference to Exhibit 10.15 to
the Trust's Annual Report on Form 10-K for the
year ended December 31, 1993.
10.16 Agreement dated as of January 25, 1994, among
the Trust, Rector Hylan Corporation, Rector
Acquisition Corp. and Shalva Company, Inc.,
incorporated by reference to Exhibit 10.16 to
the Trust's Annual Report on Form 10-K for the
year ended December 31, 1993.
10.17 Assignment of Mortgages dated January 25, 1994
between Rector Hylan Corporation and the Trust.
10.18 Certificate of Reduction of Debt dated January
25, 1995, executed by the Trust.
10.19 Agreement of Sale dated May 20, 1993 between
Morristown- Chester Plaza Associates, L.P. and
Chester Plaza Shops, Inc., as amended by an
amendment thereto dated July 11, 1994.
10.20 Bargain and Sale Deed dated July 11, 1994 between
Morristown- Chester Plaza Associates, L.P. and
Chester Plaza Shops, Inc.
10.21 Settlement Agreement dated as of June, 1994
between the Trust and Norgate Plaza Limited
Partnership.
10.22 Addendum to Settlement Agreement dated June,
1994 between the Trust and Norgate Plaza Limited
Partnership.
10.23 Purchase Agreement dated June, 1994 between
Norgate Plaza Limited Partnership and Norgate
Shops Corp.
10.24 Addendum to Purchase Agreement dated June, 1994
between Norgate Shops Corp. and Norgate Plaza
Limited Partnership.
10.25 Quitclaim Deed dated June 13, 1994 between
Norgate Plaza Limited Partnership and Norgate
Shops Corp.
10.26 Letter of Intent dated July 14, 1994 between
the Trust and Ramco-Gershenson, Inc.
(incorporated by reference to Exhibit 99 to the
Trust's Current Report on Form 8-K dated July
28, 1994).
10.27 Letter Agreement dated as of June 8, 1994
between the Trust and Dean Witter Reynolds, Inc.
9
Sequential
Number Exhibit Page No.
- ------ ------- ----------
10.28 Indenture of Lease, dated March 2, 1995 between
Sage Realty Corporation and RPS Realty Trust
together with related side letters.*
10.29 Agreement, dated as of March 1, 1995, between
RPS Realty Trust and Herbert Liechtung.*
23.1 Consent of Independent Auditors with respect to
the Trust's Registration Statement on Form S-3,
filed with the Commission on April 25, 1989.
23.2 Consent of Independent Auditors with respect to
the Trust's Registration Statement on Form S-8,
filed with the Commission on November 22, 1990.
28.1 Distribution Reinvestment and Trust Agreement,
including Distribution Reinvestment Plan, made
as of January 1, 1991 between the Trust and
American Stock Transfer and Trust Company,
incorporated by reference to Exhibit 28.1 to the
Trust's Annual Report on Form 10-K for the year
ended December 31, 1990.
28.2 Description of Rector Hylan loan, incorporated
by reference into Item 1. of this Report from
the Trust's Current Report on Form 8-K dated
February 23, 1990.
___________________________
* Filed with this amendment.