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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended January 31, 1996
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from _______ to ________.
Commission File No. 1-7062
REALTY REFUND TRUST
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(Exact Name of Registrant as specified in its Charter)
OHIO 34-6647590
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1385 Eaton Center, Cleveland, Ohio 44114
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(Address of Principal Executive Office) (ZIP Code)
(216) 771-7663
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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Shares of Beneficial
Interest New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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[Cover Continued on Following Page]
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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]
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 10, 1997: $ 4,202,782 .
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Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest
practicable date: 1,020,586
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 1996 Annual Report to Shareholders -- Part II.
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PART II
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Item 6. SELECTED FINANCIAL DATA.
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Information in response to this item is set forth below:
Selected Financial Data
The following selected financial data of Realty Refund Trust for the five
years ended January 31, 1996, have been derived from the audited fianancial
statements of the Trust, which have been audited by Arthur Andersen LLP,
independent public accountants. All of the data should be read in conjunction
with the respective financial statements and related notes included herein.
SELECTED FINANCIAL DATA
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For the fiscal years
ended January 31, 1996 1995 1994 1993 1992
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Total revenues $ 5,430,006 $ 6,592,051 $ 7,645,790 $ 6,979,119 $ 4,525,660
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Net Income (loss) $ (7,554,351) $ 670,945 $ 955,121 $ (4,542,975) $ 1,755,862
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Earnings per share $ (7.40) $ .66 $ .94 $ (4.45) $ 1.72
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Cash dividends paid
and declared per share $ .50 $ .80 $ .86 $ 1.09 $ 1.72
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Total assets $ 24,555,330 $ 45,165,356 $ 65,264,638 $ 70,428,842 $ 78,638,206
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Bank and other borrowings $ 10,795,000 $ 16,810,000 $ 24,575,000 $ 23,525,000 $ 21,050,000
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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The Statements of Cash Flows of the Registrant for each of the three
fiscal years in the period ended January 31, 1996, are set forth below. All
other financial statements of the Registrant for such fiscal year and the notes
thereto (including the notes applicable to the Statements of Cash Flows) appear
on pages 9 through 11 and 13 through 18 of the Registrant's 1996 Annual Report,
which is filed as Exhibit 13 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 31,
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1996.
Statements of Cash Flows
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For the years ended January 31, 1996 1995 1994
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Cash flows from operating activities:
Interest received $ 3,190,122 $ 3,946,514 $ 4,999,019
Interest paid (2,018,092) (2,709,753) (3,552,499)
Cash payments to investment advisor and other suppliers (626,188) (784,514) (184,830)
Rental revenue received from real estate held for sale 2,240,784 2,319,157 2,306,103
Cash payments for operating costs of real estate held for sale (1,726,371) (2,268,734) (2,413,637)
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Net cash provided by operating activities 1,060,255 502,670 1,154,156
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Cash flows from investing activites:
Principal collected on mortgage loans receivable 13,087,769 23,158,635 6,391,543
Principal payments on mortgage loans payable (6,364,536) (12,439,672) (6,547,638)
Payments for tenant and building improvements (1,178,904) (621,977) (985,856)
Investments in mortgage loans receivable -- (2,050,000) --
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Net cash provided by (used for) investing activities 5,544,329 8,046,986 (1,141,951)
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Cash flows from financing activities:
Bank borrowings 2,550,000 5,800,000 4,250,000
Repayments of bank borrowings (8,065,000) (13,565,000) (8,200,000)
Payment of cash dividends (612,372) (796,057) (949,145)
Borrowings from (repayments to) related party (500,000) -- 5,000,000
Payment of financing fees -- -- (109,526)
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Net cash used for financing activities: (6,627,372) (8,561,057) (8,671)
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Net increase (decrease) in cash (22,788) (11,401) 3,534
Cash at beginning of year 39,073 50,474 46,940
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Cash at end of year $ 16,285 $ 39,073 $ 50,474
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Reconciliation of net income (loss) to net cash
provided by operating activities:
Net income (loss) $ (7,554,351) $ 670,945 $ 955,121
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
Provision for writedown of loan receivable
from related party 5,000,000 -- --
Provision for writedown of real estate held for sale 3,000,00 -- --
Depreciation of building held for sale 264,873 243,783 --
Amortization of deferred financing costs, leasing
commissions and tenant improvement costs 192,719 131,257 97,087
Amortization of deferred loan fees (18,000) (27,234) (71,640)
Deferral of interest income -- (137,596) (273,735)
Decrease (increase) in interest receivable and other assets 220,781 (636,221) 78,250
Increase (decrease) in deposits and accrued expenses (45,767) 257,736 369,073
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$ 1,060,255 $ 502,670 $ 1,154,156
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The other financial statements and schedules required herein are filed as
"Financial Statement Schedules" pursuant to Item 14 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31, 1996.
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PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
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ON FORM 8-K.
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(a) 1. See the Index to Financial Statements set forth on
page 21 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 31, 1996, for a list
of financial statements and financial schedules included
or incorporated herein by reference.
2.1 The Financial Statements of Riverview Tower Limited
Partnership, a borrower of the Registrant (which
financial statements were audited by such borrower's
auditors), are set forth as Exhibit 99(b) hereto.
2.2 The Financial Statements of Pacific Place Partners,
LTD., a borrower of the Registrant (which financial
statements were audited by such borrower's auditors),
are set forth as Exhibit 99(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
January 31, 1996.
3. The exhibits filed as part of this report are set forth
on the Exhibit Index on pages 5 through 9 hereof and
each management contract or compensatory plan or
arrangement required to be filed as an exhibit hereto
has been marked with an asterisk on the Exhibit Index.
(b) No current reports on Form 8-K were filed during the last quarter
of fiscal year 1996.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 14, 1997 REALTY REFUND TRUST
By: /s/ James H. Berick
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Name: James H. Berick
Title: President
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Index of Exhibits
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Exhibit
Number
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3(a) First Amended and Restated Declaration of Trust (incorporated by
reference to Exhibit 3.1 of Registration Statement No. 2-40238
effective June 17, 1971).
3(b) By-Laws (incorporated by reference to Exhibit 3.2 of the
Registrant's Current Report on Form 8-K dated February 12, 1985
and filed with the Securities and Exchange Commission on February
13, 1985).
10(a)* Form of Advisory Agreement between the Registrant and the Advisor
(incorporated by reference to Exhibit 12.1 of Registration
Statement No. 2-40238 effective June 17, 1971).
10(b)* Amendment dated June 1, 1987 to Advisory Agreement between
Registrant and the Advisor (incorporated by reference to Exhibit
10(b) of the Registrant's Form 10-K for the fiscal year ended
January 31, 1994).
10(c)* Amendment dated June 1, 1988 to Advisory Agreement between the
Registrant and the Advisor (incorporated in Exhibit 10(c) of the
Registrant's Form 10-K for fiscal year ended January 31, 1995).
10(d)* Amendment dated June 1, 1989 to Advisory Agreement between the
Registrant and the Advisor (incorporated by reference to Exhibit
10(d) of the Registrant's Form 10-K for the fiscal year ended
January 31, 1990).
10(e)* Amendment dated June 1, 1990 to Advisory Agreement between the
Registrant and the Advisor (incorporated by reference to Exhibit
10(e) of the Registrant's Form 10-K for the fiscal year ended
January 31, 1991).
10(f)* Amendment dated June 1, 1991 to Advisory Agreement between the
Registrant and the Advisor (incorporated by reference to Exhibit
10(f) of the Registrant's Form 10-K for the fiscal year ended
January 31, 1992).
10(g)* Amendment dated June 1, 1992 to Advisory Agreement between the
Registrant and the Advisor (incorporated by reference to Exhibit
10(g) of the Registrant's Form 10-K for the fiscal year ended
January 31, 1993).
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10(h)* Amendment dated June 1, 1993 to Advisory Agreement between the
Registrant and the Advisor (incorporated by reference to Exhibit
10(h) of the Registrant's Form 10-K for the fiscal year ended
January 31, 1994).
10(i)* Amendment dated June 1, 1994 to Advisory Agreement between the
Registrant and the Advisor (incorporated by reference to Exhibit
10(i) of Registrant's Form 10-K for fiscal year ended January 31,
1995).
10(j)* Amendment dated June 1, 1995 to Advisory Agreement between the
Registrant and the Advisor.(1)
10(k) Credit Agreement dated July 18, 1990 between the Registrant and
the Bank (incorporated by reference to Exhibit 10(f) of the
Registrant's Form 10-K for the fiscal year ended January 31,
1991).
10(l) Extension Agreement dated June 27, 1991 to Credit Agreement
between the Registrant and the Bank (incorporated by reference to
Exhibit 10(g) of the Registrant's Form 10-K for the fiscal year
ended January 31, 1992).
10(m) Amendment and Waiver Agreement dated as of July 7, 1992 to Credit
Agreement between the Registrant and the Bank (incorporated by
reference to Exhibit 10.5 of the Registrant's Current Report on
Form 8-K dated March 16, 1993 and filed with the Securities and
Exchange Commission on March 24, 1993).
10(n) Security Agreement (Promissory Notes) dated as of July 7, 1992
between Registrant and the Bank (incorporated by reference to
Exhibit 10.6 of the Registrant's Current Report on Form 8-K dated
March 16, 1993 and filed with the Securities and Exchange
Commission on March 24, 1993).
10(o) Second Amendment dated March 16, 1993 to Credit Agreement between
the Registrant and the Bank (incorporated by reference to Exhibit
10.2 of the Registrant's Current Report on Form 8-K dated March
16, 1993 and filed with the Securities and Exchange Commission on
March 24, 1993).
10(p) Third Amendment dated as of July 28, 1994 between the Registrant
and the Bank (incorporated by reference to Exhibit 10(o) of the
Registrant's Form 10-K for the fiscal year ended January 31,
1995).
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10(q) Security Agreement (Promissory Notes) dated as of March 16, 1993
between Registrant and the Bank (incorporated by reference to
Exhibit 10.4 of the Registrant's Current Report on Form 8-K dated
March 16, 1993 and filed with the Securities and Exchange
Commission on March 24, 1993).
10(r) Fourth Amendment dated as of July 27, 1995 between the Registrant
and the Bank.(1)
10(s) Fifth Amendment dated as of January 29, 1996 between Registrant
and the Bank.(1)
10(t) Sixth Amendment dated April 16, 1996 between Registrant and the
Bank.(1)
10(u) Security Agreement (Inventory, Receivables and Equipment) dated
as of March 16, 1993 between Registrant and Bank (incorporated by
reference to Exhibit 10.3 of the Registrant's Current Report on
Form 8-K dated March 16, 1993 and filed with the Securities and
Exchange Commission on March 24, 1993).
10(v) Secured Note Purchase Agreement dated March 16, 1993 between the
Registrant and Alan M. Krause (incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on Form 8-K dated
March 16, 1993 and filed with the Securities and Exchange
Commission on March 24, 1993).
10(w)* Employment Agreement dated January 22, 1990 between the
Registrant and Alan M. Krause (incorporated by reference to
Exhibit 10(i) of the Registrant's Form 10-K for the fiscal year
ended January 31, 1992).
10(x)* Amendment No. 1 dated June 1, 1990 to Employment Agreement
between the Registrant and Alan M. Krause (incorporated by
reference to Exhibit 10(j) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1992).
10(y)* Amendment No. 2 dated June 1, 1991 to Employment Agreement
between the Registrant and Alan M. Krause (incorporated by
reference to Exhibit 10(k) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1992).
10(z)* Amendment No. 3 dated June 1, 1992 to Employment Agreement
between the Registrant and Alan M. Krause (incorporated by
reference to Exhibit 10(s) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1993).
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10(aa)* Amendment No. 4 dated June 1, 1993 to Employment Agreement
between the Registrant and Alan M. Krause (incorporated by
reference to Exhibit 10(u) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1994).
10(bb)* Amendment No. 5 dated June 1, 1994 to Employment Agreement
between the Registrant and Alan M. Krause (incorporated by
reference to Exhibit 10(x) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1995).
10(cc)* Amendment No. 6 dated June 1, 1995 to Employment Agreement
between Registrant and Alan M. Krause.(1)
10(dd)* Employment Agreement dated January 22, 1990 between the
Registrant and James H. Berick (incorporated by reference to
Exhibit 10(l) of the Registrant's Form 10-K for the fiscal year
ended January 31, 1992).
10(ee)* Amendment No. 1 dated June 1, 1990 to Employment Agreement
between the Registrant and James H. Berick (incorporated by
reference to Exhibit 10(m) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1992).
10(ff)* Amendment No. 2 dated June 1, 1991 to Employment Agreement
between the Registrant and James H. Berick (incorporated by
reference to Exhibit 10(n) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1992).
10(gg)* Amendment No. 3 dated June 1, 1992 to Employment Agreement
between the Registrant and James H. Berick (incorporated by
reference to Exhibit 10(w) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1993).
10(hh)* Amendment No. 4 dated June 1, 1993 to Employment Agreement
between the Registrant and James H. Berick (incorporated by
reference to Exhibit 10 (z) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1994).
10(ii)* Amendment No. 5 dated June 1, 1994 to Employment Agreement
between the Registrant and James H. Berick (incorporated by
reference to Exhibit 10(dd) of the Registrant's Form 10-K for the
fiscal year ended January 31, 1995).
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10(jj)* Amendment No. 6 dated June 1, 1995 to Employment Agreement
between the Registrant and James H. Berick.(1)
13 The Registrant's 1996 Annual Report.(1)
23 Consent of Independent Public Accountants.
24 Powers of Attorney.(1)
27** Financial Data Schedule.(1)
99(a) Notice of Annual Meeting and Proxy Statement dated April 5, 1996
and Supplement to Proxy Statement dated April 11, 1996.(1)
99(b) Financial Statements of Riverview Tower Limited Partnership as at
December 31, 1993, 1994 and 1995.
99(c) Financial Statements of Pacific Place Partners, Ltd. as at
December 31, 1994 and 1995.(1)
*Management contract or compensatory plan or arrangement required
to be filed as an exhibit hereto.
**Filed only in electronic format pursuant to Item 601(b)(27) of
Regulation S-K.
(1) Previously filed.
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