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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) February 27, 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)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On February 27, 1998, RRF Limited Partnership ("RRFLP"), a Delaware limited
partnership controlled by its 13% sole general partner, Realty ReFund Trust
("RRF"), acquired all of the membership interests in Tucson St. Mary's Suite
Hospitality LLC, an Arizona limited liability company ("Tucson St. Mary's LLC"),
which owns the InnSuites Hotel Tucson St. Mary's, a 297-suite hotel located in
Tucson, Arizona. The acquisition occurred pursuant to the terms of the
Contribution Agreement, dated as of February 1, 1998, among James F. Wirth,
Chairman, President, Chief Executive Officer and Trustee of RRF, Gail J. Wirth,
his wife, and RRFLP.
Pursuant to the terms of the Contribution Agreement, Mr. and Mrs. Wirth
contributed their respective 50% membership interests in Tucson St. Mary's LLC
to the capital of RRFLP. The total consideration under the Contribution
Agreement was Ten Million Eight Hundred Twenty Thousand Dollars ($10,820,000),
paid by RRFLP as follows: RRFLP assumed a Six Million Dollar ($6,000,000)
mortgage on the Tucson St. Mary's LLC property payable to JDI Tucson, L.L.C.;
RRFLP delivered a One Million Dollar ($1,000,000) promissory note to Hospitality
Corporation International, an Arizona corporation owned by Mr. and Mrs. Wirth;
and the balance of the consideration consisted of 407,703 Class B Limited
Partnership Units in RRFLP delivered to Mr. and Mrs. Wirth, 26,589 Class A
Limited Partnership Units in RRFLP delivered to Mr. Marc Berg, a Trustee of RRF,
and 8,863 Class A Limited Partnership Units in RRFLP delivered to Mr. Kenneth
Sliwa as advisory fees, and 443,155 Class B Limited Partnership Units in RRFLP
issued to Mr. and Mrs. Wirth to be held in escrow by RRFLP and released to Mr.
and Mrs. Wirth pursuant to formulas measuring the achievement of projected
operational results by Tucson St. Mary's LLC. The total consideration received
pursuant to the Contribution Agreement was determined based upon an appraisal
conducted by an independent third party. RRF intends to utilize the assets
acquired by it pursuant to the Contribution Agreement in accordance with their
use prior to the acquisition.
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 Accountant.
Balance Sheet as of December 31, 1997.
Statements of Operations and Members' Deficit for the year
ended December 31, 1997.
Statement of Cash Flows for the year ended December 31, 1997.
Notes to the Financial Statements.
(b) Pro Forma Financial Information.
The following are filed as exhibits to this Form 8-K/A
Amended Report:
Pro Forma Consolidated Balance Sheet as of January 31, 1998
and 1997.
Notes to the Pro Forma Consolidated Balance Sheet as of
January 31, 1998.
Pro Forma Consolidated Statement of Operations for the year
ended January 31, 1998.
Notes to the Pro Forma Consolidated Statement of Operations
for the year ended January 31, 1998.
(c) Exhibits.
Contribution Agreement, dated as of February 1, 1998, by and
among RRF Limited Partnership, James F. Wirth and Gail J.
Wirth.
Financial Statements of Business Acquired and Pro Forma
Financial Statements of Realty Refund Trust.
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Exhibit
No. Document Description
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2.1 Contribution Agreement, dated as of February 1, 1998,
by and among RRF Limited Partnership, James F.
Wirth and Gail J. Wirth.
7.1 Financial Statements of Business Acquired.
7.2 Pro Forma Financial Statements of Realty Refund
Trust.
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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: May 15, 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 Contribution Agreement, dated as of February 1, 1998,
by and among RRF Limited Partnership, James F. Wirth
and Gail J. Wirth.
7.1 Financial Statements of Business Acquired.
7.2 Pro Forma Financial Statements of Realty Refund
Trust.