<PAGE> 1
UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 1-10093
Washington, D.C. 20549
Cusip Number
FORM 12b-25 749709-10-1
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, 1995
[ ] 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:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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
Former Name if Applicable
RPS Realty Trust
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
747 Third Avenue
- --------------------------------------------------------------------------------
City, State and Zip Code
New York, New York 10022
- --------------------------------------------------------------------------------
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 appropriate box)
X (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, 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
__ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
The registrant is unable to file its Form 10-K on the prescribed due
date without unreasonable effort and expense for the following reasons:
(a) the registrant's former President, Herbert Liechtung, consensually
terminated his employment with the registrant on February 29, 1996;
and
(b) relating to a significant acquisition and a change in management,
substantially all of the registrant's remaining management
resources have been spent preparing a proxy statement which was
mailed to shareholders on March 29, 1996.
<PAGE> 2
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Edwin R. Frankel 212 702-8561
-------------------------- ----------- ------------------
(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 reports 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? __ Yes X 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:
- --------------------------------------------------------------------------------
RPS Realty Trust
------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1996 By /s/ Edwin R. Frankel
----------------------------------------
Edwin R. Frankel
Senior Vice President and Treasurer
