SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1999
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-11128
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BALCOR PENSION INVESTORS-III
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(Exact name of registrant as specified in its charter)
Illinois 36-3164211
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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BALCOR PENSION INVESTORS III
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1999 and December 31, 1998
(Unaudited)
ASSETS
1999 1998
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Cash and cash equivalents $ 1,344,936 $ 1,415,627
Cash and cash equivalents - Early
Investment Incentive Fund - restricted 5,163,008 4,985,126
Accrued interest receivable 26,565 26,625
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$ 6,534,509 $ 6,427,378
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 32,464 $ 27,199
Due to affiliates 48,264 44,432
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Total liabilities 80,728 71,631
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Commitments and contingencies
Limited Partners' capital (237,476
Interests issued) 13,229,388 13,131,354
Less Interests held by the Early
Investment Incentive Fund (21,249 in
1999 and 1998) (7,024,362) (7,024,362)
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6,205,026 6,106,992
General Partner's capital 248,755 248,755
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Total partners' capital 6,453,781 6,355,747
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$ 6,534,509 $ 6,427,378
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS III
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1999 and 1998
(Unaudited)
1999 1998
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Income:
Interest on short-term investments $ 227,659 $ 253,783
Other income 7,196
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Total income 227,659 260,979
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Expenses:
Loss from operations of
real estate held for sale 10,765
Other expense 17,250
Administrative 112,375 169,713
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Total expenses 129,625 180,478
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Net income $ 98,034 $ 80,501
============== ==============
Net income allocated to General Partner None None
============== ==============
Net income allocated to Limited Partners $ 98,034 $ 80,501
============== ==============
Net income per average number of Limited
Partnership Interests outstanding
(216,227 in 1999 and 1998) - Basic
and Diluted $ 0.45 $ 0.37
============== ==============
Distribution to General Partner None $ 147,037
============== ==============
Distribution to Limited Partners None $ 1,669,271
============== ==============
Distribution per Limited Partnership
Interest outstanding None $ 7.72
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS III
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1999 and 1998
(Unaudited)
1999 1998
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Income:
Interest on short-term investments $ 78,366 $ 83,864
Other income 7,196
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Total income 78,366 91,060
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Expenses:
Loss from operations of real
estate held for sale 4,031
Other expense 17,250
Administrative 36,503 44,071
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Total expenses 53,753 48,102
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Net income $ 24,613 $ 42,958
============== ==============
Net income allocated to General Partner None None
============== ==============
Net income allocated to Limited Partners $ 24,613 $ 42,958
============== ==============
Net income per average number of Limited
Partnership Interests outstanding
(216,227 in 1999 and 1998) - Basic
and Diluted $ 0.11 $ 0.20
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS III
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1999 and 1998
(Unaudited)
1999 1998
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Operating activities:
Net income $ 98,034 $ 80,501
Adjustments to reconcile net income
to net cash provided by operating
activities:
Net change in:
Accounts and accrued
interest receivable 60 19,656
Accounts payable 5,265 (24,063)
Due to affiliates 3,832 19,801
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Net cash provided by operating activities 107,191 95,895
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Financing activities:
Distribution to Limited Partners (1,669,271)
Distribution to General Partner (147,037)
Increase in cash and cash equivalents -
Early Investment Incentive
Fund - restricted (177,882) (402,568)
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Cash used in financing activities (177,882) (2,218,876)
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Net change in cash and cash equivalents (70,691) (2,122,981)
Cash and cash equivalents at beginning
of period 1,415,627 3,558,254
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Cash and cash equivalents at
end of period $ 1,344,936 $ 1,435,273
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-III
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the nine months and quarter
ended September 30, 1999, and all such adjustments are of a normal and
recurring nature.
2. Partnership Termination:
The partnership agreement provides for the dissolution of the Partnership upon
the occurrence of certain events. The Partnership sold its final real estate
investment in June 1997. The Partnership has retained a portion of the cash
from property sales to satisfy obligations of the Partnership as well as to
establish a reserve for contingencies. As previously reported, the Sandra Dee
case was dismissed by the Illinois Supreme Court in April 1999. The Madison
Partnership litigation was filed in May 1999. The second Sandra Dee case was
filed June 1, 1999 and served on August 16, 1999. See Note 5 of Notes to
Financial Statements for additional information regarding the Madison
Partnership/Dee litigation. Despite the existence of the Madison
Partnership/Dee litigation, the Partnership currently plans to dissolve in
December 1999 and distribute remaining cash reserves (including amounts in the
Early Investment Incentive Fund) to the partners in accordance with the
partnership agreement. In the event that a new contingency (such as a lawsuit)
arises during 1999, the Partnership may not be dissolved and may continue in
existence until such new contingency is resolved. The Partnership does not
consider the Madison Partnership/Dee case to be a matter that would preclude
the dissolution of the Partnership in 1999.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1999 are:
Paid
------------------------
Nine Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $ 22,184 $ 3,648 $ 48,264
4. Other Expense:
The Orchards Shopping Center was sold in 1997. During October 1999, the
Partnership paid $17,250 to settle claims related to a dispute with a former
tenant at the property. This amount has been recognized as other expense for
financial statement purposes.
5. Contingency:
In May 1999, a lawsuit was filed against the Partnership, Madison Partnership
Liquidity Investors XX, et al. vs. The Balcor Company, et al. whereby the
Partnership and certain affiliates have been named as defendants. The
plaintiffs are entities that initiated tender offers to purchase and, in fact,
purchased units in eleven affiliated partnerships. The complaint alleges breach
of fiduciary duties and breach of contract under the partnership agreement and
seeks the winding up of the affairs of the Partnership, the establishment of a
liquidating trust, the appointment of an independent trustee for the trust and
the distribution of a portion of the cash reserves to limited partners. On June
1, 1999, a second lawsuit was filed and was served on August 16, 1999, Sandra
Dee vs. The Balcor Company, et al. The Dee complaint is virtually identical to
the Madison Partnership complaint and on September 20, 1999 was consolidated
into the Madison Partnership case. The defendants intend to vigorously contest
these actions. The Partnership believes that it has meritorious defenses to
contest the claims. It is not determinable at this time how the outcome of
these actions will impact the remaining cash reserves of the Partnership.
BALCOR PENSION INVESTORS-III
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-III (the "Partnership") is a limited partnership
formed in 1982 to invest in wrap-around mortgage loans and, to a lesser extent,
other junior mortgage loans and first mortgage loans. The Partnership raised
$118,738,000 through the sale of Limited Partnership Interests and utilized
these proceeds to fund thirty-two loans. In addition, proceeds from prior loan
repayments were used to fund five additional loans. Eleven properties were
acquired through foreclosure and two loans were reclassified as investment in
joint ventures with affiliates. As of September 30, 1999, the Partnership has
no loans or real estate in its portfolio.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1998 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The operations of the Partnership in 1999 and 1998 consisted primarily of
interest income earned on short-term investments which was partially offset by
administrative expenses. Primarily as a result of lower administrative expenses
in 1999, the Partnership's net income increased during the nine months ended
September 30, 1999 as compared to the same period in 1998. A decrease in
interest income earned on short-term investments during 1999, the recognition
of other expense related to the Orchards Shopping Center during the third
quarter of 1999, and the receipt of other income during the third quarter of
1998 offset lower administrative expenses in 1999 resulting in a decrease in
net income for the quarter ended September 30, 1999 as compared to the same
period in 1998. Further discussion of the Partnership's operations is
summarized below.
1999 Compared to 1998
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Unless otherwise noted, discussions of fluctuations between 1999 and 1998 refer
to both the nine months and quarters ended September 30, 1999 and 1998.
As a result of lower interest rates and lower average cash balances due to a
distribution to Limited Partners in January 1998, interest income on short-term
investments decreased during 1999 as compared to 1998.
The Partnership recognized other income during the third quarter of 1998 in
connection with its share of a refund of real estate taxes which had previously
been under appeal. The refund related to the Perimeter 400 Office Building,
which was sold in 1996. The Partnership held a joint venture interest in this
property.
During the second and third quarters of 1998, the Partnership paid additional
expenditures related to the Woods Apartments and the Orchards Shopping Center,
both of which were sold in 1997. As a result, the Partnership recognized a loss
from operations of real estate held for sale during 1998.
The Orchards Shopping Center was sold in 1997. During October 1999, the
Partnership paid $17,250 to settle claims related to a dispute with a former
tenant at the property. This amount has been recognized as other expense for
financial statement purposes.
Primarily due to a decrease in portfolio management and accounting fees,
administrative expenses decreased during 1999 as compared to 1998.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $71,000 as of
September 30, 1999 when compared to December 31, 1998 as a result of
administrative expenses exceeding interest income earned on non-restricted cash
investments. Interest income of approximately $178,000 was earned on the Early
Investment Incentive Fund.
The partnership agreement provides for the dissolution of the Partnership upon
the occurrence of certain events. The Partnership sold its final real estate
investment in June 1997. The Partnership has retained a portion of the cash
from property sales to satisfy obligations of the Partnership as well as to
establish a reserve for contingencies. As previously reported, the Sandra Dee
case was dismissed by the Illinois Supreme Court in April 1999. The Madison
Partnership and the new Sandra Dee litigation, described in Part II, Item 1, of
this report, were filed in May 1999 and June 1999, respectively. Despite the
existence of the Madison Partnership/Dee litigation, the Partnership currently
plans to dissolve in December 1999 and distribute remaining cash reserves
(including amounts in the Early Investment Incentive Fund) to the partners in
accordance with the partnership agreement. In the event that a new contingency
(such as a lawsuit) arises during 1999, the Partnership may not be dissolved
and may continue in existence until such new contingency is resolved. The
Partnership does not consider the Madison Partnership/Dee case to be a matter
that would preclude the dissolution of the Partnership in 1999. As a result of
the pending dissolution of the Partnership, the general partner has suspended
transfer of limited partnership interests in the Partnership. Certain transfers
which are not for value (such as death, divorce, change of custodian or other
estate planning) will continue to be permitted. In the event that dissolution
of the Partnership does not occur during 1999, the Partnership will allow
transfers of limited partnership interests to occur commencing in January 2000.
Limited Partners have received cash distributions totaling $878.18 per $500
Interest. Of this amount, $510.73 represents Cash Flow from operations and
$367.45 represents a return of Original Capital. No additional distributions
are anticipated to be made prior to the termination of the Partnership.
However, after paying final partnership expenses, any remaining cash reserves
will be distributed. Amounts allocated to the Early Investment Incentive Fund
will also be distributed at that time.
In 1997, the Partnership discontinued the repurchase of Interests from Limited
Partners. As of September 30, 1999, there was cash of $5,163,008 in the Early
Investment Incentive Fund.
The Partnership sold all of its remaining real property investments and loans
receivable and distributed a majority of the proceeds from these sales to
Limited Partners in 1996 and 1997. Since the Partnership no longer has any
operating assets, the number of computer systems and programs necessary to
operate the Partnership has been significantly reduced. The Partnership relies
on third party vendors to perform most of its functions and has implemented a
plan to determine the Year 2000 compliance status of these key vendors. The
Partnership is within its timeline for having these plans completed prior to
the year 2000.
The Partnership's plan to determine the Year 2000 compliance status of its key
vendors has involved soliciting information from these vendors through the use
of surveys, follow-up discussions and review of data where needed. The
Partnership has received the surveys from each of these vendors. While the
Partnership cannot guarantee Year 2000 compliance by its key vendors, and is
relying on statements from these vendors without independent verification,
these surveys, testing of systems, where applicable and discussions with the
key vendors performing services for the Partnership indicate that the key
vendors are substantially Year 2000 compliant as of September 30, 1999. The
Partnership will continue to monitor the Year 2000 compliance of its key
vendors during the fourth quarter of 1999. In addition, the Partnership has
developed a contingency plan in the event of non-compliance by these key
vendors in the Year 2000. The Partnership does not believe that failure by any
of its key vendors to be Year 2000 compliant by the year 2000 would have a
material effect on the business, financial position or results of operations of
the Partnership.
BALCOR PENSION INVESTORS - III
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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Madison Partnership Liquidity Investors XX, et al. vs. The Balcor Company, et
- -----------------------------------------------------------------------------
al.
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On May 7, 1999, a proposed class action complaint was filed, and on May 13,
1999 was served on the defendants, Madison Partnership Liquidity Investors XX,
et al. vs. The Balcor Company, et al. (Circuit Court, Chancery Division, Cook
County, Illinois, Docket No. 99CH 06972). The general partner of the
Partnership, the general partners of twenty-one additional limited partnerships
which were sponsored by The Balcor Company, The Balcor Company and one
individual are named as defendants in this action. The Partnership and the
twenty-one other limited partnerships are referred to herein as the "Affiliated
Partnerships". Plaintiffs are entities that initiated tender offers to purchase
units and, in fact, purchased units in eleven of the Affiliated Partnerships.
The complaint alleges breach of fiduciary duties and breach of contract under
the partnership agreements for each of the Affiliated Partnerships. The
complaint seeks the winding up of the affairs of the Affiliated Partnerships,
the establishment of a liquidating trust for each of the Affiliated
Partnerships until a resolution of all contingencies occurs, the appointment of
an independent trustee for each such liquidating trust and the distribution of
a portion of the cash reserves to limited partners. The complaint also seeks
compensatory damages, punitive and exemplary damages, and costs and expenses in
pursuing the litigation. On July 14, 1999, the defendants filed a Motion to
Dismiss the complaint. A hearing date on the motion has not yet been set. On
September 20, 1999 the Sandra Dee case described below was consolidated with
this case. Future reports to investors will report only the consolidated case.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. The Partnership believes that it has meritorious
defenses to contest the claims. It is not determinable at this time how the
outcome of this action will impact the remaining cash reserves of the
Partnership.
Sandra Dee vs. The Balcor Company, et al.
- -----------------------------------------
On June 1, 1999, a proposed class action complaint was filed, and on August 16,
1999 was served on the defendants, Sandra Dee vs. The Balcor Company, et al.
(Circuit Court, Chancery Division, Cook County, Illinois, Docket No. 99CH
08123). The general partner of the Partnership, the general partners of
twenty-one additional limited partnerships which were sponsored by The Balcor
Company, The Balcor Company and one individual are named as defendants in this
action. The Partnership and the twenty-one other limited partnerships are
referred to herein as the "Affiliated Partnerships". This complaint is
identical in all material respects to the Madison Partnership Liquidity
Investors XX, et al. vs. The Balcor Company et al. complaint filed in May 1999.
The complaint alleges breach of fiduciary duties and breach of contract under
the partnership agreements for each of the Affiliated Partnerships. The
complaint seeks the winding up of the affairs of the Affiliated Partnerships,
the establishment of a liquidating trust for each of the Affiliated
Partnerships until a resolution of all contingencies occurs, the appointment of
an independent trustee for each such liquidating trust and the distribution of
a portion of the cash reserves to limited partners. The complaint also seeks
compensatory damages, punitive and exemplary damages, and costs and expenses in
pursuing the litigation. The defendants filed on September 15, 1999 a motion to
consolidate this case with the Madison Partnership case. On September 20, 1999,
the motion was granted and this case was consolidated with the Madison
Partnership case. Future reports to investors will report only the consolidated
case. On September 15, 1999, the defendants also filed a Motion to Dismiss the
complaint.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. The defendants believe that they have meritorious
defenses to contest the claims. It is not determinable at this time how the
outcome of this action will impact the remaining cash reserves of the
Partnership.
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
(4) Form of Subscription Agreement, previously filed as Exhibit 4(a) to
Amendment No. 2 to the Registrant's Registration Statement on Form S-11 dated
May 20, 1982 (Registration Statement No. 2-75938) and as previously filed as
Exhibit 4(a) to Registrant's Registration Statement on Form S-11 dated
November 2, 1982 (Registration No. 2-80123), and Form of Confirmation regarding
Interests in the Registrant set forth as Exhibit 4.2 to the Registrant's Report
on Form 10-Q for the quarter ended June 30, 1992 are incorporated herein by
reference.
(27) Financial Data Schedule of the Registrant for the nine months ended
September 30, 1999 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR PENSION INVESTORS-III
By: /s/Thomas E. Meador
-------------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-II, the General Partner
By: /s/Jayne A. Kosik
------------------------------
Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Mortgage Advisors-II, the
General Partner
Date: November 4, 1999
----------------
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