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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amended Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 30, 1998
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Realty ReFund Trust
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(Exact Name of Registrant as Specified in its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
001-07062 34-6647590
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(Commission File Number) (I.R.S. Employer Identification No.)
925 Euclid Avenue, Suite 1750, Cleveland, Ohio 44115
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(Address of Principal Executive Offices) (Zip Code)
(216) 622-0046
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(Registrant's Telephone Number, Including Area Code)
1385 Eaton Center, Cleveland, Ohio 44114
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
In accordance with the terms of the Formation Agreement approved at the
1997 annual shareholders' meeting held on January 28, 1998, the trustees
(Alan M. Krause, James H. Berick, Alvin M. Kendis, Frank L. Kennard and
Samuel S. Pearlman) and executive officers (Alan M. Krause, Chairman and Co-
Chief Executive Officer, and James H. Berick, President and Treasurer) of
Realty ReFund Trust ("RRF") resigned effective January 30, 1998. James F.
Wirth, Gregory D. Bruhn, Marc E. Berg, Mark J. Nasca, Lee J. Flory and Edward
G. Hill were appointed the new trustees of RRF effective January 30, 1998.
Mr. Wirth was also appointed Chairman, President and Chief Executive Officer
of RRF and Mr. Bruhn was also appointed Executive Vice President, Chief
Financial Officer, Treasurer and Secretary of RRF. The new trustees and
executive officers of RRF currently beneficially own 45.8% of the outstanding
shares of beneficial interest of RRF; all of those shares are beneficially
owned by Mr. Wirth and his wife, Gail J. Wirth. The Formation Agreement,
attached hereto as Exhibit 2.1 and incorporated herein by reference, more
fully describes the transactions which resulted in the change of control and
the consideration therefor. RRF is not presently aware of any arrangements
which may at a subsequent date result in a further change in control.
Item 2. Acquisition or Disposition of Assets.
On February 2, 1998, the "Formation Transactions" described generally
below were entered into by RRF in accordance with the terms of the Formation
Agreement. The Formation Transactions are more fully described in the Formation
Agreement, attached hereto as Exhibit 2.1 and incorporated herein by reference,
which Agreement was approved at the 1997 annual shareholders' meeting held on
January 28, 1998.
In general terms, the Formation Transactions resulted in the formation of a
limited partnership by RRF and Hospitality Corporation International ("HCI"), a
privately-held Arizona corporation. HCI and its principal, James F. Wirth,
through affiliated entities, controlled seven all-suite hotel properties,
comprising 1,036 hotel studio and two-room suites, in Tucson, Phoenix,
Scottsdale, Tempe, Flagstaff and Yuma, Arizona and in Ontario, California, five
of which were owned by partnerships and two of which were owned by corporations.
RRF is the 13% general partner, and the investors in the five partnerships and
one of the corporations are the 87% limited partners, in the newly-formed
limited partnership. This newly-formed limited partnership acquired substantial
interests in the five partnerships and the one corporation. The investors
(including Messrs. Wirth, Berg and Flory) received partnership interests in the
newly-formed limited partnership in exchange for their interests in the five
partnerships and the one corporation. The remaining corporation, which was owned
by Mr. Wirth and his wife, was acquired directly by a newly-formed subsidiary of
RRF in a stock- for-stock exchange. The partnership interests and RRF stock
issued in exchange for the seven hotel properties had an approximate aggregate
value of $35,608,000, which represents the appraised value (as determined by
independent appraisals) of the seven hotel properties less outstanding debt to
be assumed. That value was determined in arms-length negotiations between HCI
and RRF prior to the change in control described in Item 1, above. As
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described in Item 1, above, Mr. Wirth is now an officer and trustee of RRF and
Messrs. Berg and Flory are now trustees of RRF. RRF intends to utilize the
assets acquired by it in the Formation Transactions in accordance with their use
prior to the acquisition. The effect of the Formation Transactions is to
re-direct the investment focus of RRF from its prior investment strategy of
making wrap-around mortgage loans to the equity ownership of hotel properties,
initially located in the southwestern United States.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The following are filed as exhibits to this Form 8-K/A Amended Report:
Report of Independent Public Accountants.
Combined Balance Sheets as of December 31, 1996 and 1995 and
September 30, 1997.
Combined Statements of Operations for the three years ended
December 31, 1996 and for the nine months ended
September 30, 1996 and September 30, 1997.
Combined Statements of Equity for the three years ended
December 31, 1996 and for the six months ended June
30, 1997.
Combined Statements of Cash Flows for the three years ended
December 31, 1996 and for the nine months ended
September 30, 1996 and September 30, 1997.
Notes to Combined Financial Statements.
(b) Pro Forma Financial Information.
The following pro forma condensed statements of income for the period
ended October 31, 1997, are filed as exhibits to this Form 8-K/A Amended
Report, giving effect to the Formation Transactions based on the historical
consolidated financial statements of InnSuites Hotels and RRF and the
assumptions and adjustments set forth in the accompanying notes to the pro
forma condensed combined financial statements:
Pro Forma Condensed Consolidated Balance Sheet as of October
31, 1997.
Notes to Pro Forma Condensed Consolidated Balance Sheet.
Pro Forma Condensed Consolidated Statement of Income for the
year ended January 31, 1997.
Pro Forma Condensed Consolidated Statement of Income for the
nine months ended October 31, 1997.
Notes to Pro Forma Consolidated Statements of Income.
(c) Exhibits.
Formation Agreement, dated as of December 15, 1996, by and
among Realty ReFund Trust, Mid-America ReaFund Advisors, Inc.,
InnSuites Hotels, L.L.C., Hospitality Corporation
International, Alan M. Krause, James H. Berick, James F.
Wirth, and five hotel partnerships and two hotel corporations.
Financial Statements of Business Acquired and Pro Forma
Financial Statements of RRF and InnSuites Hotels.
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Exhibit
No. Document Description
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2.1 Formation Agreement, dated as of December 15, 1996,
by and among Realty ReFund Trust, Mid-America ReaFund
Advisors, Inc., InnSuites Hotels, L.L.C., Hospitality
Corporation International, Alan M. Krause, James H.
Berick, James F. Wirth, and five hotel partnerships
and two hotel corporations.
7.1 Financial Statements of Business Acquired and Pro
Forma Financial Statements of RRF and InnSuites
Hotels.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Realty ReFund Trust
(Registrant)
Dated: April 20, 1998 By: /s/ Gregory D. Bruhn
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Name: Gregory D. Bruhn
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Title: Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
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INDEX TO EXHIBITS
Exhibit
No. Document Description
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2.1 Formation Agreement, dated as of December 15, 1996,
by and among Realty ReFund Trust, Mid-America ReaFund
Advisors, Inc., InnSuites Hotels, L.L.C., Hospitality
Corporation International, Alan M. Krause, James H.
Berick, James F. Wirth, and five hotel partnerships
and two hotel corporations.
7.1 Financial Statements of Business Acquired and
Pro Forma Financial Statements of RRF and InnSuites
Hotels.