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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 001-7062
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NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 11-K Form 20-F X Form 10-Q
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Form N-SAR
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For Period Ended: July 31, 1998
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Transition Report on Form 10-K Transition Report on Form 10-Q
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Transition Report on Form 20-F Transition Report on Form N-SAR
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Transition Report on Form 11-K
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For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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
Full name of registrant REALTY REFUND TRUST
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Former name if applicable
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Address of principal executive office (Street and number)
925 EUCLID AVENUE, SUITE 1750
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City, state and zip code CLEVELAND, OHIO 44115
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PART II
RULE 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;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed
due date,
X or the subject quarterly report or 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
(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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
SEE ATTACHED SHEET.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James B. Aronoff, Esq. (216) 566-5504
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(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 the answer is no,
identify report(s).
X Yes No
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(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
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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.
REALTY REFUND TRUST
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date September 15, 1998 By /s/ Gregory D. Bruhn
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Gregory D. Bruhn, Executive Vice President
and Chief Financial Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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PART III
In May 1998, the Financial Accounting Standards Board's Emerging Issues Task
Force (the "EITF") issued EITF Number 98-9 "Accounting for Contingent Rent in
Interim Financial Periods" ("EITF 98-9") requiring lessors to defer the
recognition of contingent rental income in interim periods until specified
annual targets that trigger the contingent income are met. Realty ReFund Trust
(the "Trust") reviewed the terms of certain percentage leases from which it
derives significant consolidated revenues and has determined that the provisions
of EITF 98-9 would impact the Trust's current revenue recognition on an interim
basis. As a result, the Trust is required to restate its first quarter results
for fiscal 1999 and record the results of the second quarter of fiscal 1999 in
accordance with the new pronouncement. Due to the adjustments to revenues from
each of the Trust's percentage leases required by EITF 98-9, the Trust has
experienced numerous difficulties and delays in the preparation of its
consolidated financial disclosures.
Additionally, the Trust has executed numerous agreements (properly reported on
Forms 8-K filed throughout fiscal 1999) pursuant to which the Trust acquired
controlling interests in numerous individual privately-held hotel properties
whose accounting systems and procedures were incompatible with the financial
reporting required of publicly-held companies. Despite the Trust's efforts to
implement appropriate financial reporting systems and procedures, the formerly
individual privately-held businesses have experienced difficulties closing their
books and records in a timely manner. The Trust depends heavily on timely and
accurate reporting from the acquired businesses as the presentation of the
financial results of the Trust require the completion of purchase accounting
adjustments arising from the acquisitions of the interests in the hotel
properties and the preparation of historical and pro forma financial
information. As a result, the Trust has experienced difficulties and delays in
collecting and reporting consolidated financial disclosures.
The Trust respectfully represents that due to its adoption of EITF 98-9 as a
significant change in accounting principle and the delays experienced in
applying publicly-held financial reporting requirements to formerly individual
privately-held businesses, the Trust is unable to timely file its Quarterly
Report on Form 10-Q for the period ending July 31, 1998 without unreasonable
effort or expense prior to the September 14, 1998 due date.
As required by Exchange Act Rule 12b-25(c), also attached as an exhibit to this
notification is a statement signed on behalf of the Trust's public accountants
confirming the reasons for the above described delay.
The Trust represents that its Quarterly Report on Form 10-Q will be filed no
later than the fifth calendar day following the prescribed due date of September
14, 1998.
PART IV (3)
While the Trust's financial results for the second quarter of fiscal 1999 are
anticipated to be substantially equivalent to those reported on its Quarterly
Report of Form 10-Q for the second quarter of fiscal 1998, it is currently
estimated that Net Income Applicable To Common Shares will improve from
$(139,862) to $86,207 for the respective six-month periods ended July 31, 1997
and 1998, and Earnings Per Share will improve from $(.14) to $.05 for the same
respective six-month periods. Whereas 1997 quarterly figures reflect the Trust's
winding-down of prior business operations in advance of its change in business
focus to hotel lodging, the July 31, 1998 figures reflect the Trust's operations
in hotel lodging for two fiscal quarters.
