SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 30, 1995
ANGELES INCOME PROPERTIES, LTD. III
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-13192 95-3903984
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
Item 2. Acquisition or Disposition of Assets
Angeles Income Properties Ltd. III (the "Partnership") owns a 57%
interest in Burlington Outlet Mall Joint Venture ("Burlington"). On October 30,
1995, Burlington lost its only investment property, Burlington Outlet Mall,
located in Burlington, NC, through a foreclosure by an unaffiliated mortgage
holder. The property was not generating sufficient cash flow to meet debt
service requirements. The nonpayments of principal and interest constituted a
default under the terms of the mortgage agreement and allowed the holder of the
mortgage agreement to foreclose on the property. The Managing General Partner
deemed it to be in the Partnership's best interest not to contest the
foreclosure action.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
Burlington Outlet Mall was foreclosed upon on October 30, 1995, by an
unaffiliated mortgage holder. The following unaudited condensed balance sheet
of the Partnership assumes the property had been foreclosed on at September 30,
1995.
<TABLE>
<CAPTION>
Pro Forma Balance Sheet
(Unaudited)
September 30, September 30,
1995 Pro Forma 1995
As Reported Adjustments Pro Forma
<S> <C> <C> <C> <C>
Cash $ 2,017,381 $ 2,017,381
Other assets 1,177,298 1,177,298
Land 1,527,024 1,527,024
Buildings and related
personal property 4,649,840 4,649,840
Total assets $ 9,371,543 $ 9,371,543
Accounts payable and accrued
liabilities $ 236,716 $ 236,716
Notes payable 3,460,054 3,460,054
Equity interest in net
liabilities of joint ventures 8,201,271 $(1,443,524) (1) 6,757,747
Total liabilities 11,898,041 (1,443,524) 10,454,517
Partners' deficit (2,526,498) 1,443,524 (1) (1,082,974)
Total liabilities and
partners' deficit $ 9,371,543 $ -- $ 9,371,543
<FN>
(1) Represents pro forma adjustments to reflect the removal of equity interest
in net liabilities of Burlington related to the foreclosure of the asset.
</TABLE>
The following pro forma statements of loss assume Burlington Outlet Mall
had been foreclosed on as of September 30, 1995, and December 31, 1994,
respectively. The following pro forma statements of loss do not reflect the
gain for financial statement purposes incurred as a result of the foreclosure.
<TABLE>
<CAPTION>
Pro Forma Statements of Loss
(Unaudited)
For the nine months ended
September 30, 1995
As Reported Adjustments Pro Forma
<S> <C> <C> <C> <C>
Total Revenue $ 1,256,368 $ 1,256,368
Operating expenses 206,993 206,993
General and administrative 223,959 223,959
Property management fees 51,083 51,083
Maintenance 135,532 135,532
Depreciation and amortization 505,200 505,200
Interest 306,018 306,018
Property taxes 124,870 124,870
Tenant reimbursements (140,653) (140,653)
Total expenses 1,413,002 1,413,002
Loss before equity in loss of
joint ventures (156,634) (156,634)
Equity in loss of joint
ventures (971,055) $ 276,733 (2) (694,322)
Net loss $(1,127,689) $ 276,733 $ (850,956)
Per limited partnership unit:
Net loss $ (12.86) $ (9.70)
Weighted average number of
units 86,818 86,818
<FN>
(2) Represents pro forma adjustment to remove equity in the loss of Burlington
as a result of the foreclosure.
</TABLE>
<TABLE>
<CAPTION>
Pro Forma Statements of Loss
(Unaudited)
For the twelve months ended
December 31, 1994
As Reported Adjustments Pro Forma
<S> <C> <C> <C> <C>
Total Revenue $ 1,601,393 $ 1,601,393
Operating expenses 250,731 250,731
General and administrative 630,673 630,673
Property management fees 67,520 67,520
Maintenance 160,377 160,377
Depreciation and amortization 662,848 662,848
Interest 437,610 437,610
Property taxes 150,775 150,775
Bad debt expense 53,428 53,428
Tenant reimbursements (208,597) (208,597)
Total expenses 2,205,365 2,205,365
Loss before equity in loss of
joint ventures and gain on sale (603,972) (603,972)
Equity in loss of joint
venture (1,337,836) $ 580,451 (3) (757,385)
Gain on sale of property 503,972 503,972
Net loss $(1,437,836) $ 580,451 $ (857,385)
Per limited partnership unit:
Net loss $ (16.40) $ (9.78)
Weighted average number of
units 86,818 86,818
<FN>
(3) Represents pro forma adjustments to remove equity in the loss of Burlington
as a result of the foreclosure. Certain reclassifications have been made
to the 1994 balances to conform to the 1995 presentation.
</TABLE>
EXHIBIT INDEX
Exhibit
10.14 Trustee's Deed - Made by and between William F. Potts, Jr.,
substitute Trustee and Kennilworth, Inc. in the matter of the
foreclosure of the deed of trust executed by Burlington Outlet
Partners.
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 hereunto duly authorized.
ANGELES INCOME PROPERTIES, LTD. III
By: Angeles Realty Corporation II
Managing General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Controller, Principal Accounting Officer
Date: January 22, 1996
Parcel #12-4A-5
Drawn by and Mail to: William F. Potts, Jr., 3500 One First Union Center,
Charlotte, NC 28202-6001
STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
COUNTY OF ALAMANCE BEFORE THE CLERK
95-SP-105
IN THE MATTER OF THE FORECLOSURE OF THE )
DEED OF TRUST EXECUTED BY BURLINGTON )
OUTLET PARTNERS, A CALIFORNIA GENERAL )
PARTNERSHIP TO WILLIAM F. POTTS, JR., )
SUBSTITUTE TRUSTEE, AS RECORDED IN THE )
ALAMANCE COUNTY PUBLIC REGISTRY IN BOOK )
651 AT PAGE 823. )
)
TRUSTEE'S DEED
THIS DEED, made by and between WILLIAM F. POTTS, JR., Substitute Trustee,
of Mecklenburg County, North Carolina, hereinafter referred to as "Trustee", and
KENILWORTH, INC. d/b/a ERIC LANE, INC., its successors and assigns, hereinafter
referred to as "Grantee"; c/o Textron Financial Corporation 40 Westminster
Street, Providence, Rhode Island 02940.
W I T N E S S E T H:
This deed is given pursuant to the exercise of the power of sale contained
in the Deed of Trust hereinabove referred to and which is duly recorded in the
Office of the Register of Deeds for Alamance County, North Carolina. Default
occurred in payment of the note secured by said Deed of Trust and/or in the
performance of the stipulations and conditions therein contained. Demand was
made upon the Trustee by the owner and holder of the note secured by said Deed
of Trust that he foreclose the said Deed of Trust and sell the property under
the terms thereof. After due notice and hearing, an Order was entered by the
Clerk of Superior Court of Alamance County authorizing foreclosure under the
power of sale contained in said Deed of Trust. Under and by virtue of the terms
and stipulations of same, and after due advertisement as in said Deed of Trust
provided and as by law required, the Trustee exposed the property described in
said Deed of Trust, and hereinafter described, to sale at public auction on
October 17, 1995 at the usual place of public sale at the Alamance County
Courthouse, when and where Textron Financial Corporation became the last and
highest bidder for the said property at the price of $3,992,000.00. The Trustee
duly reported said sale to the Clerk of Superior Court of Alamance County, as by
law required, and thereafter said sale remained open for ten (10) days and no
upset bid was placed thereon within the time allowed by law. Said bid was
assigned to the Grantee, and said purchase price has been fully paid in that
Textron Financial Corporation, being the owner and holder of the note secured by
the Deed of Trust, has applied the amount of said bid, net of costs and
expenses, to the secured obligation.
NOW, THEREFORE, in consideration of said purchase price, the receipt of
which is acknowledged, and pursuant to the authority vested in him by the terms
of said Deed of Trust, the Trustee does hereby bargain, sell, grant and convey
unto Grantee, its successors and assigns, all that certain property lying and
being in Alamance County, North Carolina, and being more particularly described
as follows:
See Exhibit A
TO HAVE AND TO HOLD the said property, together with all the privileges
and appurtenances thereunto belonging unto Grantee, its successors and assigns,
forever, in as full and ample manner as the Trustee is authorized and empowered
to convey the same, subject however to all prior recorded deeds of trust, liens,
encumbrances, restrictions and assessments, unpaid taxes and special
assessments, and all prior tenancies and leases.
IN WITNESS WHEREOF, the Trustee has hereunto set his hand and affixed his
seal this 30th day of October, 1995.
/s/William F. Potts, Jr. [SEAL]
William F. Potts, Jr.
Substitute Trustee
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, Dawn Martin, a Notary Public in and for said County and State do hereby
certify that William F. Potts, Jr., Substitute Trustee, personally appeared
before me this day and acknowledged the execution of the foregoing instrument.
Witness my hand and notarial seal this 30th day of October, 1995.
/s/ Dawn Martin
Notary Public
My Commission Expires: 1/18/2000
[NOTARIAL SEAL]
