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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
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(Check One): X Form 10-K Form 11-K Form 20-F Form 10-Q
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Form N-SAR
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For Period Ended: January 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:
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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
x 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?
Yes X 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 April 30, 1998 By /s/ Gregory D. Bruhn
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Gregory D. Bruhn, Executive Vice President
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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Realty ReFund Trust (the "Trust") respectfully represents that due to the
substantial and significant nature of the Trust's acquisition made immediately
prior to the end of its fiscal year, January 31, 1998, the Trust is unable to
timely file its Annual Report on Form 10-K without unreasonable effort or
expense prior to the May 1, 1998 due date. On January 30, 1998, the Trust
executed a Formation Agreement (properly reported on Form 8-K filed February 17,
1998) pursuant to which The Trust acquired a controlling general partnership
interest in an Operating Partnership which itself controls, directly or
indirectly, numerous hotel properties. As the financial results of the Trust
require the completion of purchase accounting adjustments arising from the
acquisition by the Operating Partnership of the interests in the hotel
properties, additional time is required for the Trust to close its books and for
the Trust's accountants to complete their audit and issue their opinion on the
Trust's financial statements for the periods ending January 31, 1998.
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 accountants
confirming the reasons for the above described delay.
The Trust represents that its Annual Report on Form 10-K will be filed no later
than the 15th calendar day following the prescribed due date of May 1, 1998.
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(ARTHUR ANDERSON LETTERHEAD)
May 1, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Commission File Number 001-7062
Dear Sirs:
We have read the applicable section of the Form 12b-25 of the Realty ReFund
Trust and are in agreement with the statements made therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
