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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 5 )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
REALTY REFUND TRUST
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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Realty ReFund Trust/1385 Eaton Center/1111 Superior Avenue
Cleveland, Ohio 44114/216-771-7663
Fax/216-861-4929
AMENDMENT
TO
PROXY STATEMENT
DATED
DECEMBER 26, 1997
The Proxy Statement of Realty ReFund Trust (the "Trust"), dated
December 26, 1997, is hereby amended by the deletion of the third paragraph of
the Notice of Annual Meeting of Shareholders and the substitution of the
following in the place thereof:
"The Trust's Second Amended and Restated Declaration of Trust and the
Trust's 1997 Stock Incentive and Option Plan will not be implemented unless the
Formation Transactions are approved, ratified and consummated. The Formation
Transactions may be approved, ratified and consummated, in the discretion of the
Trustees, irrespective of the approval of the Trust's Second Amended and
Restated Declaration of Trust and the Trust's 1997 Stock Incentive and Option
Plan."
This Amendment to Proxy Statement was first mailed to Shareholders on January
15, 1998.
REALTY REFUND TRUST
January 15, 1998
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Realty ReFund Trust/1385 Eaton Center/1111 Superior Avenue
Cleveland, Ohio 44114/216-771-7663
Fax/ 216-861-4929
January 15, 1998
Dear Realty ReFund Trust Shareholder:
Enclosed for your information is an Amendment to Proxy Statement which clarifies
the approvals necessary for implementation of the Formation Transactions between
the Trust and Hospitality Corporation International. Approval of the Proposal to
adopt the Trust's Second Amended and Restated Declaration of Trust requires that
two-thirds of the outstanding shares of the Trust vote in favor.
As set forth in the Proxy Statement, the Trust's Board of Trustees unanimously
endorse the Formation Transactions as well as the other Proposals set forth in
the Proxy Statement and believe that approval of the Proposals is in the best
interests of shareholders.
YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE!
Therefore, if you have not already done so, we urge you to vote promptly.
If you have any questions, please feel free to call our proxy
solicitor, Corporate Investor Communications, Inc. at
1-800-206-0253.
REALTY REFUND TRUST
