UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
__________________________________________
PART I - REGISTRANT INFORMATION
MOA Hospitality, Inc.
Full Name of Registrant
Motels of America, Inc.
Former Name if Applicable
701 Lee Street, Suite 1000
Address of Principal Executive Office (Street and Number)
Des Plaines, Illinois 60016
City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ X ] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ X ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to file its annual report on Form 10-K for the
period ended December 31, 1998 within the prescribed time period. The
delay is due to the fact that Registrant's auditors have not been able
to complete the audit for the year ended December 31, 1998 because the
Registrant and its auditors are still in the process of evaluating a
potential reserve for the impairment in the carrying value of certain
of the Company's operating properties. In accordance with Rule
12b-25(c), a statement to this effect signed by the Registrant's
auditors has been attached to the Form 12b-25 as Exhibit A.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kurt M. Mueller (847) 803-1200
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed?
If answer is no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Registrant anticipates that a significant change in
results of operations from the year ended December 31, 1997 will be
reflected by the earnings statements to be included in the Registrant's
Form 10-K for the year ended December 31, 1998. It is anticipated that
such change will include, on a pre-tax basis, (i) a loss from
operations, excluding the affect of a potential reserve for the
impairment in the carrying value of certain of the Company's operating
properties discussed below, in an amount of approximately $5.1 million
greater than the comparable amount for the year ended December 31, 1997,
(ii) an increase in the gain on sale of properties of approximately
$25.0 million as compared to the gain on sale for the period ended
December 31, 1997 and (iii) a potential reserve for the impairment
in the carrying value of certain of the Company's operating properties
which cannot be quantified at this time since such potential reserve is
in the process of being evaluated (which is the reason that this
Form 12b-25 is being filed).
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SIGNATURES
MOA Hospitality, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
MOA HOSPITALITY, INC.
Date: March 31, 1999 By: /s/ Kurt M. Mueller
--------------------------------
Name: Kurt M. Mueller
Title: Chief Financial Officer
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EXHIBIT A
March 30, 1999
MOA Hospitality, Inc.
701 Lee Street, Suite 1000
Des Plaines, IL 60016
Dear Sirs:
In accordance with the notification to the Securities and Exchange Commission
on Form 12b-25 of MOA Hospitality, Inc.'s inability to timely file its annual
report on Form 10-K for the year ended December 31, 1998, the factors described
in the succeeding paragraph make impossible the submission of our report as of
a date which will permit timely filing of your 1998 annual report to the
Commission.
The management of MOA Hospitality, Inc. is still in the process of evaluating a
potential reserve for impairment in the carrying value of certain of the
Company's operating properties. Accordingly, we have not been able to complete
our audit of the consolidated financial statements of the Company for the year
ended December 31, 1998.
You are authorized to attach a copy of this letter as an exhibit to Form 12b-25
to the Securities and Exchange Commission.
Very truly yours,
Ernst & Young LLP
