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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) August 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.
Acting on behalf of Realty ReFund Trust ("RRF"), as the controlling general
partner of RRF Limited Partnership ("RRFLP"), a Delaware limited partnership,
the independent Trustees of RRF approved the exercise by RRFLP of its option to
acquire the 185-suite InnSuites Hotel located in Buena Park, California (the
"Hotel") on June 9, 1998.
RRFLP entered into a definitive agreement and acquired the Hotel, effective as
of June 1, 1998, by acquiring all of the membership interests in Buena Park
Suite Hospitality L.L.C., an Arizona limited liability company ("Buena Park
LLC"), pursuant to the terms of a Contribution Agreement, dated as of June 1,
1998, among James F. Wirth, Chairman, President, Chief Executive Officer and
Trustee of RRF, Steven S. Robson, and RRFLP, which is attached hereto as Exhibit
2.1.
Subsequent to the June 9, 1998 RRFLP exercise of its option, Mr. Robson was
elected to be a Trustee by the Shareholders of RRF at the Annual Meeting of
Shareholders held on June 16, 1998.
Pursuant to the terms of the Contribution Agreement, Mr. Wirth and Mr. Robson
contributed their membership interests in Buena Park LLC to the capital of
RRFLP. The total consideration under the Contribution Agreement was Seven
Million One Hundred Thousand Dollars ($7,100,000), paid by RRFLP as follows:
payment of closing costs and the assumption of the Hotel's accounts payable (net
of accounts receivable) and a Three Million Three Hundred Eighty-Four Thousand
Six Hundred Twenty-Six Dollar ($3,384,626) mortgage on Buena Park LLC property
payable to Cathay Bank; 311,326 Class B Partnership Units in RRFLP (or, at the
option of RRF, of up to $825,000 worth of shares of RRF) delivered to Mr. Wirth;
311,326 Class A Partnership Units in RRFLP (or, at the option of Mr. Robson,
shares of RRF) delivered to Mr. Robson; 5,400 Class A Partnership Units in RRFLP
delivered to Mr. Marc Berg, a Trustee of RRF,$4,275 delivered to Mr. Kevin Fell,
and $4,275 delivered to Mr. J.R. Chase, each as advisory fees; and 49,474 Class
B Partnership Units in RRFLP delivered to InnSuites Hotels LLC in satisfaction
of advances made by InnSuites Hotels LLC to Buena Park LLC.
RRFLP also agreed that for a period of one year following the completion of a
public offering of Twenty Five Million Dollars ($25,000,000) or more by RRF, Mr.
Wirth, Mr. Robson and InnSuites Hotels LLC shall each have the right to cause
RRFLP to redeem, for cash, certain amounts of the RRFLP Units received by them,
pursuant to formulas described in the Contribution Agreement. 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.
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Item 7. Financial Statements and Exhibits
(a)- (b) Pursuant to the provisions of Rule 3-05(b)(2)(i)and Article 11
of Regulation S-X, financial statements and pro forma
financial information are not required to be filed in
connection with the acquisition described in Item 2 above.
(c) Exhibits.
Contribution Agreement, dated as of June 1, 1998, by and among
RRF Limited Partnership, James F. Wirth and Steven S. Robson.
Exhibit
No. Document Description
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2.1 Contribution Agreement, dated as of June 1, 1998, by and among
RRF Limited Partnership, James F. Wirth and Steven S. Robson.
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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: September 2, 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 June 1, 1998, by and among
RRF Limited Partnership, James F. Wirth and Steven S. Robson.