-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwZ6+91KKAspD0ogxzdo0Gj8AK7z/kb5eNlnmdUbHpcH71aDFBu95n/X4kVeasv5 3mfcbsSFcDJ20/jgYy2WGQ== 0000950152-98-000832.txt : 19980210 0000950152-98-000832.hdr.sgml : 19980210 ACCESSION NUMBER: 0000950152-98-000832 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980209 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REALTY REFUND TRUST CENTRAL INDEX KEY: 0000082473 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346647590 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-31005 FILM NUMBER: 98526378 BUSINESS ADDRESS: STREET 1: 1385 EATON CENTER STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2167717663 MAIL ADDRESS: STREET 1: 1385 EATON CENTER STREET 2: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRAUSE ALAN M CENTRAL INDEX KEY: 0001028995 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1100 EASTON CENTER STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2167714440 MAIL ADDRESS: STREET 1: 1350 EASTON CENTER STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 SC 13D/A 1 REALTY REFUND/ALAN M. KRAUSE/AMENDMT. #3/SC 13D/A 1 ------------------------- OMR APPROVAL ------------------------- OMB No. 3235-0145 Expires September 30, 1988 -------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* REALTY REFUND TRUST - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Beneficial Interest - -------------------------------------------------------------------------------- (Title of Class of Securities) 756125 10 0 ------------------------------------- (CUSIP Number) James H. Berick, Esq. 1350 Eaton Center 1111 Superior Avenue Cleveland, Ohio 44114 (216) 861-4900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 1998 ------------------------------------- (Date of Event which Requires Filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page l of 4 Pages 2 - ---------------------------- ---------------------- CUSIP No. 756125 10 0 13D Page 2 of 4 Pages - ---------------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan M. Krause S.S. No. ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 13 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 183,001 ------------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY N/A ------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 183,001 ------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,001 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.93 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 756125 10 0 SCHEDULE 13D Page 3 of 4 Pages (Amendment No. 3) Item 1. Security and Issuer ------------------- This Amended Schedule 13D relates to Shares of Beneficial Interest (the "Shares") of Realty ReFund Trust, an unincorporated association in the form of a business trust organized in Ohio under a Declaration of Trust dated April 28, 1971, as amended (the "Issuer"). The address of the principal executive office of the Issuer is 1750 Huntington Building, Cleveland, Ohio 44115. Item 2. Identity and Background (a) This Schedule is being filed by Alan M. Krause (the "Shareholder"). (b) The Shareholder's business address is 1100 Eaton Center, 1111 Superior Avenue, Cleveland, Ohio 44114. (c) The Shareholder's principal occupations or employment are: (i) Principal of The Mid-America Companies (real estate ownership), 1100 Eaton Center, 1111 Superior Avenue, Cleveland, Ohio 44114; and (ii) President, The Mid-America Management Corporation (real estate management), 1100 Eaton Center, 1111 Superior Avenue, Cleveland, Ohio 44114. (d) The Shareholder has not been convicted of any criminal offense during the last five years. (e) The Shareholder has not been a party during the last five years to any judicial or administrative proceeding resulting in a judgment, decree or order enjoining future violation of or prohibiting or mandating activities subject to, federal or state security laws, or finding any violation with respect to such laws. (f) The Shareholder is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Not applicable. Item 4. Purpose of Transaction ---------------------- On January 30, 1998, the Shareholder sold 162,200 shares, constituting 15.89% of the Issuer's outstanding Shares, in a private sale at a price equal to $4.75 per Share. The sale was made pursuant to a Share Purchase Agreement dated January 30, 1998, between the Shareholder and Baseline Hospitality Properties, Ltd., an Arizona limited partnership. Prior to the sale reported herein, Shareholder beneficially owned 183,001, or approximately 17.93%, of the outstanding Shares of the Issuer. After giving effect to the purchase reported herein, Shareholder beneficially owns 20,801, or approximately 2.04%, of the outstanding Shares of the Issuer. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) The Shareholder beneficially owns 20,801 Shares, constituting 2.04% of the outstanding Shares. (b) The Shareholder has the sole power to vote and dispose of all of the Shares reported in Item 5(a) as beneficially owned by him. (c) The only transactions in Shares effected by the Shareholder since the most recent filing on Schedule 13D is the purchase of the 162,200 Shares reported herein. (d) Not applicable. (e) January 30, 1998. 4 CUSIP No. 756125 10 0 SCHEDULE 13D Page 4 of 4 Pages Item 7. Materials to be Filed as Exhibits --------------------------------- 7.1 Share Purchase Agreement dated as of January 30, 1998, between the Shareholder and Baseline Hospitality Properties, LTD, an Arizona limited partnership. Item 8. Signatures ---------- After reasonable inquiry and to the best of my knowledge and belief I certify that the information set forth in this statement is true, complete and correct. Dated: February 9, 1998 /s/ Alan M. Krause - ---------------------------- Signature Alan M. Krause EX-7.1 2 EXHIBIT 7.1 1 EXHIBIT 7.1 SHARE PURCHASE AGREEMENT ------------------------ THIS SHARE PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 30th day of January, 1998, by and among ALAN M. KRAUSE ("Seller") and Baseline Hospitality Properties, LTD, an Arizona limited partnership, ("Purchaser"). R E C I T A L S: ---------------- A. Seller owns 183,001 Common Shares without par value of Realty ReFund Trust, an Ohio unincorporated real estate investment trust (the "Trust"). B. Seller desires to sell 162,200 of such Common Shares (the "Shares") to Purchaser, and Purchaser desires to purchase the Shares from Seller. A G R E E M E N T S: -------------------- In consideration of the above Recitals and of the mutual promises set forth below, the parties to this Agreement, intending to be legally bound, agree as follows: 1. PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Shares for the price and in the manner hereinafter provided. 2. PURCHASE PRICE; PAYMENT TERMS. The purchase price to be paid by Purchaser to Seller for the Shares shall be Four Dollars and Seventy-Five Cents ($4.75) per Share, for an aggregate purchase price of Seven Hundred Seventy Thousand Four Hundred Fifty Dollars ($770,450)(the "Purchase Price"). Purchaser shall pay the Purchase Price on the date hereof by certified bank check payable to Seller or by wire transfer of funds to an account designated by Seller. 3. OWNERSHIP; AUTHORITY. Seller represents and warrants that he is the lawful owner of the Shares free and clear of all liens and encumbrances of any kind whatsoever and that he has full power and authority to sell the Shares pursuant to this agreement. Such representations will survive the sale of the Shares hereunder. 4. DELIVERIES BY SELLER. Contemporaneously with the execution of this Agreement, Seller shall deliver to Purchaser Seller's original share certificates (the "Certificates") representing at least the aggregate number of the Shares, which certificates shall be duly endorsed for transfer or accompanied by appropriate stock powers duly endorsed and sufficient to cause the transfer of the Shares to Purchaser. Upon receipt of the Certificates, Purchaser shall deliver the same to the Trust's transfer agent. Purchaser shall cause the Trust to instruct its 2 transfer agent to cancel such certificates and issue new certificates for the Shares in such names and denominations as Purchaser shall direct. To the extent, if any, that the Certificates represent a number of Common Shares greater than the Shares, Purchaser shall cause the Trust to instruct its transfer agent to issue new certificates for such number of Common Shares in excess of the Shares in such names and denominations as Seller shall direct. 5. ACKNOWLEDGEMENTS. The parties hereto acknowledge that the sale of the Shares has not been registered with the Division of Securities of the State of Ohio, with any other state securities regulatory body, or with the Securities and Exchange Commission of the United States. Purchaser represents: that its acquisition of the Shares is for its own account for purposes of investment only and is not being made with a view to the distribution thereof; that the Shares will not be sold without registration or other compliance with the Securities Act of 1933, as amended (the "Act"), and the rules and regulations thereunder; that the Shares are "restricted securities" as such term is defined in the rules promulgated under the Act; and that it is fully informed of the applicable limitations upon the resale of such "restricted securities" under Rule 144 of the Act and otherwise. Purchaser hereby acknowledges that the certificates representing the Shares may bear a restrictive legend and that a stop transfer order may be placed in respect thereof. 6. BINDING EFFECT. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns. 7. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. 8. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement at Cleveland, Ohio as of the date first above written. /s/ Alan M. Krause ----------------------------------- ALAN M. KRAUSE "Seller" /s/ James F. Wirth, Agent ----------------------------------- "Purchaser" -----END PRIVACY-ENHANCED MESSAGE-----