SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) July 18, 1997
Paine Webber Qualified Plan Property Fund Three, LP
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-17147 04-2798638
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
--------------
(Former name or address, if changed since last report)
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER QUALIFIED PLAN PROPERTY FUND THREE, LP
ITEM 2 - Disposition of Assets
Appletree Apartments, Omaha, Nebraska
Disposition Date - July 18, 1997
On July 18, 1997, the Partnership received $4,850,000 from the Appletree
borrower, which represented the full repayment of the first leasehold mortgage
loan secured by the Appletree Apartments. Simultaneously, the Appletree owner
purchased the Partnership's interest in the underlying land at a price equal to
$1,125,000, which represented a premium of $475,000 over the Partnership's cost
basis in the land of $650,000. In addition, the Partnership received a mortgage
loan prepayment penalty of 1.25% of the mortgage note balance, or $60,625, and a
land lease termination fee of $16,000 in accordance with the terms of the
agreements. As previously reported, the owner of the Appletree Apartments had
given notice of an intent to prepay its first leasehold mortgage loan scheduled
to mature on June 1, 1999, and to repurchase the underlying land from the
Partnership. The Partnership and the owner of the Appletree Apartments had been
discussing the terms of a prepayment transaction for more than a year, and
during the quarter ended May 31, 1997 the parties reached an agreement on the
terms of the prepayment transaction which closed on July 18, 1997.
As a result of the disposition on July 18, 1997 of the Partnership's
investments secured by the Appletree Apartments, the Partnership will make a
Special Distribution of approximately $6,264,000, or $175 per original $1,000
investment, on October 15, 1997 to unit holders of record on July 18, 1997. Of
this amount, approximately $169 represents the net proceeds from the Appletree
transactions and approximately $6 represents a distribution from Partnership
reserves. With the disposition of the Appletree investments, which were the
Partnership's only remaining real estate assets, a formal liquidation of the
Partnership is underway. The payment of a final liquidating distribution of
residual cash reserves after the payment of all liquidation-related expenses and
the formal liquidation of the Partnership are expected to be completed by
November 30, 1997.
ITEM 7 - Financial Statements and Exhibits
(a) Financial Statements: None
(b) Exhibits:
(1) Special Warranty Deed by and between Paine Webber Qualified Plan
Property Fund Three, LP and Appletree Apartments, Inc. dated
July 18, 1997.
(2) Lease Termination Agreement by and between Paine Webber Qualified
Plan Property Fund Three, LP and Appletree Apartments, Inc. dated
July 18, 1997.
(3) Assignment and Assumption of Lessor's Rights and Obligations
Under Ground Lease between Paine Webber Qualified Plan Property
Fund Three, LP and Appletree Apartments, Inc. dated July 18, 1997.
(4) Assignment and Assumption of Leasee's Rights and Obligations
Under Ground Lease and Conveyance of Personal Property by Paine
Webber Qualified Plan Property Fund Three, LP and Appletree
Apartments, Inc. dated July 18, 1997.
(5) Notice Letter and Consent to Assignment by J.A. Peterson
Enterprises, Inc. to Paine Webber Qualified Plan Property Fund
Three, LP, dated July 10, 1997.
(6) Release of Collateral Assignment of Rents and Leases by Peterson
Enterprises, Inc. to PaineWebber Qualified Plan Property Fund
Three, LP, dated July 18, 1997.
(7) Deed of Reconveyance by Peterson Enterprises, Inc. and
PaineWebber Qualified Plan Property Fund Three, LP, dated July
18, 1997.
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER QUALIFIED PLAN PROPERTY FUND THREE, LP
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAINE WEBBER QUALIFIED PLAN PROPERTY FUND THREE, LP
(Registrant)
By: /s/ Walter V. Arnold
--------------------
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: August 4, 1997
<PAGE>
SPECIAL WARRANTY DEED
PAINE WEBBER QUALIFIED PLAN PROPERTY FUND THREE, LP, a Delaware limited
partnership, having a principal place of business at 265 Franklin Street,
Boston, Massachusetts 02110 ("Grantor"), in consideration of the sum of Ten
Dollars ($10.00) and other good and valuable consideration to Grantor duly paid,
the receipt of which is hereby acknowledged, hereby conveys to APPLETREE
APARTMENTS, INC., a Nebraska corporation having a place of business at 10000
West 75th Street, Shawnee Mission, Kansas 66204 ("Grantee"), the real estate at
6224 South 99th Court in Omaha, Douglas County, Nebraska, more particularly
described on Exhibit A attached hereto.
Grantor covenants (jointly and severally, if more than one) with Grantee
that Grantor:
(1) is lawfully seised of such real estate and that the real estate
is free from encumbrances except for all matters of record, including but not
limited to: all easements, covenants, conditions, restrictions, reservations,
declarations, community contracts, mortgages and other matters of record;
unrecorded easements and all other matters which would be disclosed by an
accurate survey and inspection of the real estate; zoning laws; the lien of
taxes and assessments for 1997 and all subsequent years; and all rights of
tenants, as tenants only, to use or occupy the real estate;
(2) has legal power and lawful authority to convey the same;
(3) warrants and will defend title to the real estate against the
lawful claims of all persons claiming the same or any part thereof through, by
or under Grantor.
<PAGE>
Executed as a sealed instrument as of the 18th day of July, 1997.
Paine Webber Qualified Plan Property
Fund Three, LP, a Delaware limited
partnership
By:Third Qualified Properties, Inc.,
General Partner
By: /s/ Celia R. Deluga
-------------------
Name: Celia R. Deluga
Title: Vice President
STATE OF MASSACHUSETTS )
) SS.
COUNTY OF SUFFOLK )
BE IT REMEMBERED, that on this 9th day of July, 1997, before me, a Notary
Public in and for said County and State, personally appeared Celia R. Deluga, to
me personally known to be the Vice President of Third Qualified Properties,
Inc., Managing General Partner of Paine Webber Qualified Plan Property Fund
Three, LP, a Delaware limited partnership, and who executed the foregoing
instrument as such officer on behalf of said corporation and said limited
partnership, and such person duly acknowledged the execution of the same to be
the free act and deed of said corporation and said limited partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.
/s/ Cynthia L. Proctor
------------------
Notary Public
Printed Name: Cynthia L. Proctor
My commission expires:
3/11/99
- -------
<PAGE>
EXHIBIT A
Legal Description
Lots 17, 18 and 19, in APPLEWOOD, an Addition to the City of Omaha, as surveyed,
platted and recorded, in Douglas County, Nebraska.
<PAGE>
LEASE TERMINATION AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 18th day of July, 1997, by
and between PAINE WEBBER QUALIFIED PLAN PROPERTY FUND THREE, LP, a Delaware
limited partnership, having a principal place of business at 265 Franklin
Street, Boston, Massachusetts 02110 ("Lessor"), and APPLETREE APARTMENTS, INC.,
a Nebraska corporation, having a place of business at 10000 West 75th Street,
Shawnee Mission, Kansas 66204 ("Lessee").
RECITALS:
A. Lessor and J.A. Peterson Enterprises, Inc., a Missouri corporation
("Enterprises"), entered into a certain Ground Lease dated as of the 8th day of
May, 1984, as amended by a certain Amendment to Ground Lease and Notice to
Ground Lease dated October 30, 1985 (collectively, the "Lease"), pursuant to
which Lessor demised to Enterprises and Enterprises leased from Lessor certain
real estate located at 6224 South 99th Court in Omaha, Douglas County, Nebraska,
as more particularly described in Exhibit A attached hereto (the "Leased
Premises").
B. Lessor and Enterprises entered into a certain Notice of Ground Lease
relating to the Lease, dated May 8, 1984 and recorded May 8, 1984 in Book 710,
Page 40 of the Miscellaneous Records of Douglas County, Nebraska (the
"Recorder's Office"), as amended by a certain Amendment to Notice to Ground
Lease dated June 6, 1984 and recorded July 5, 1984 in Book 713, Page 390 in the
Recorder's Office and by a certain Amendment to Ground Lease and Notice to
Ground Lease dated October 30, 1985 and recorded January 14, 1986 in Book 763,
Page 10 in the Recorder's Office (as amended, the "Lease Memorandum").
C. Pursuant to a certain Assignment and Assumption of Lessee's Rights and
Obligations Under Ground Lease and Conveyance of Personal Property dated July
18, 1997, Enterprises assigned and transferred all of its right, title and
interest to and under the Lease and the Lease Memorandum to Lessee.
D. Contemporaneously herewith, Lessee is purchasing Lessor's fee
interest in the Leased Premises
E. In connection with the sale and conveyance of Lessor's fee interest in
the Leased Premises to Lessee, Lessor and Lessee desire to terminate the Lease
and release the Lease Memorandum of record in accordance with the provisions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Termination Date. The term of the Lease shall terminate and the
Lease Memorandum shall be released of record effective as of the date of this
Agreement (the "Termination Date").
2. Release by Lessee and Lessor. Except as otherwise specifically herein
provided, each party hereto hereby releases and discharges the other from all
liability of any kind or nature whatsoever which the other may now or hereafter
have to the other under the Lease and the Lease Memorandum, whether known or
unknown, and whether direct or indirect.
3. Successors. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto, their successors and
assigns.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
LESSOR:
PAINE WEBBER QUALIFIED PLAN
PROPERTY FUND THREE, LP, a
a Delaware limited partnership
By: THIRD QUALIFIED PROPERTIES,
INC., General Partner
By:/s/ Celia R. Deluga
-------------------
Name: Celia R. Deluga
Title: Vice President
STATE OF MASSACHUSETTS )
)SS
COUNTY OF SUFFOLK )
BE IT REMEMBERED, that on this 9th day of July, 1997, before me, a Notary
Public in and for said County and State, personally appeared Celia R. Deluga, to
me personally known to be the Vice President of Third Qualified Properties,
Inc., Managing General Partner of Paine Webber Qualified Plan Property Fund
Three, LP, a Delaware limited partnership, and who executed the foregoing
instrument as such officer on behalf of said corporation and said limited
partnership, and such person duly acknowledged the execution of the same to be
the free act and deed of said corporation and said limited partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.
/s/ Cynthia L. Proctor
------------------
Notary Public
Printed Name: Cynthia L. Proctor
My commission expires:
3/11/99
- -------
<PAGE>
LESSEE:
APPLETREE APARTMENTS, INC., a
Nebraska corporation
By:/s/ Kenneth L. Riedemann
------------------------
Kenneth L. Riedemann,
President
STATE OF MISSOURI )
)SS
COUNTY OF JACKSON )
BE IT REMEMBERED, that on this 9th day of July, 1997, before me, a Notary
Public in and for said County and State, personally appeared Kenneth L.
Riedemann, to me personally known to be the person described in and who executed
the foregoing instrument, who, being by me duly sworn, did say that he is the
President of APPLETREE APARTMENTS, INC., a Nebraska corporation, that said
instrument was signed in behalf of said corporation by authority of its board of
directors, and said person acknowledged said instrument to be the free act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.
/s/ Sandra Zintz
------------
Notary Public
Printed Name:Sandra Zintz
My Commission expires:
8/19/2000
- ----------
Commissioned in Clay County
<PAGE>
EXHIBIT A
Legal Description
Lots 17, 18 and 19, in APPLEWOOD, an Addition to the City of Omaha, as surveyed,
platted and recorded, in Douglas County, Nebraska.
<PAGE>
ASSIGNMENT AND ASSUMPTION OF LESSOR'S RIGHTS AND
OBLIGATIONS UNDER GROUND LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LESSOR'S RIGHTS AND OBLIGATIONS UNDER
GROUND LEASE (this "Assignment") is made effective as of the 18th day of July,
1997, by and between PAINE WEBBER QUALIFIED PLAN PROPERTY FUND THREE, LP, a
Delaware limited partnership, having a principal place of business at 265
Franklin Street, Boston, Massachusetts 02110 ("Assignor"), and APPLETREE
APARTMENTS, INC., a Nebraska corporation, having a place of business at 10000
West 75th Street, Shawnee Mission, Kansas 66204 ("Assignee").
RECITALS
WHEREAS, Assignor and J.A. Peterson Enterprises, Inc., a Missouri
corporation ("Enterprises"), are parties to a Ground Lease dated May 8, 1984, as
amended by a certain Amendment to Ground Lease and Notice to Ground Lease dated
October 30, 1985 (as amended, the "Lease"), pursuant to which Assignor, as
Lessor, agreed to lease certain premises located at 6224 South 99th Court in
Omaha, Douglas County, Nebraska, as more particularly described on Exhibit A
attached hereto (the "Property") to Enterprises, as Lessee; and
WHEREAS, Enterprises has assigned all of its right, title and
interest in the Lease to Assignee; and
WHEREAS, Assignee is contemporaneously herewith exercising and closing on
an option to purchase Assignor's fee interest in the Property as set forth in
Article 30 of the Lease; and
WHEREAS, in consideration of Assignee's purchase of the Property, Assignor
desires to assign, transfer and set over to Assignee all of Assignor's right,
title and interest in the Lease; and
WHEREAS, Assignee desires to accept such assignment and assume all of the
obligations and liabilities of Assignor arising on and after the date hereof as
Lessor under the Lease as hereinafter provided.
AGREEMENT
NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00), in hand
paid, the recitals, premises, covenants, promises and conditions herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Recitals. All of the foregoing recitals are incorporated herein
as though set forth again at length.
2. Assignment of the Lease. Effective as of the date hereof (the
"Assignment Date"), Assignor does hereby grant, bargain, sell, assign, transfer,
set over and convey to Assignee all of Assignor's right title and interest under
the Lease.
3. Assumption. Assignee hereby assumes all of Assignor's obligations
arising on or after the Assignment Date under the Lease as Lessor thereunder, in
place and stead of Assignor; provided, that the parties hereby acknowledge and
agree that (a) as a result of the conveyance or assignment of Assignor's fee
interest in the Property and the Lease, Assignee's leasehold estate will merge
into its fee interest and terminate, and (b) they will enter into and file a
Lease Termination Agreement of record that will evidence the termination of the
Lease.
4. Representations of Assignor. Assignor hereby agrees to perform and
indemnify and hold harmless Assignee from any damages, losses, costs or expenses
related to the nonperformance of all of the covenants, obligations and
conditions contained in the Lease to be performed by the Lessor thereunder prior
to the Assignment Date.
5. Modifications. This Assignment may not be changed, modified, discharged
or terminated orally or in any other manner other than by an agreement in
writing signed by the parties hereto or their respective successors and assigns.
The parties hereto hereby agree to execute and deliver any other instruments or
documents requested by any party hereto to carry out the provisions, intent and
purpose of this Assignment.
6. Binding. This Assignment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.
7. Counterpart Signatures. This Assignment may be executed in any
number of counterparts, each of which when so executed shall be deemed an
original, but such counterparts together shall constitute but one and the
same Assignment.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
PAINE WEBBER QUALIFIED PLAN
PROPERTY FUND THREE, LP, a
a Delaware limited partnership
By: THIRD QUALIFIED PROPERTIES,
INC., General Partner
By:/s/ Celia R. Deluga
-------------------
Name: Celia R. Deluga
Title: Vice President
ASSIGNEE:
APPLETREE APARTMENTS, INC., a
Nebraska corporation
By:/s/ Kenneth L. Riedemann
------------------------
Kenneth L. Riedemann,
President
<PAGE>
EXHIBIT A
Legal Description
Lots 17, 18 and 19, in APPLEWOOD, an Addition to the City of Omaha, as surveyed,
platted and recorded, in Douglas County, Nebraska.
<PAGE>
ASSIGNMENT AND ASSUMPTION OF LESSEE'S RIGHTS
AND OBLIGATIONS UNDER GROUND LEASE
AND CONVEYANCE OF PERSONAL PROPERTY
THIS AGREEMENT (this "Assignment") is made effective as of the 18th day of
July, 1997, by and between J.A. PETERSON ENTERPRISES, INC., a Missouri
corporation having a place of business at 10000 West 75th Street, Shawnee
Mission, Kansas 66204 (hereinafter "Assignor") and APPLETREE APARTMENTS, INC., a
Nebraska corporation having a place of business at 10000 West 75th Street,
Shawnee Mission, Kansas 66204 (hereinafter "Assignee").
RECITALS
WHEREAS, Assignor and Paine Webber Qualified Plan Property Fund Three, LP,
a Delaware limited partnership ("Paine Webber"), are parties to a Ground Lease
dated May 8, 1984, as amended by a certain Amendment to Ground Lease and Notice
to Ground Lease dated October 30, 1985 (as amended, the "Lease"), pursuant to
which Paine Webber, as Lessor, agreed to lease certain premises located at 6224
South 99th Court in Omaha, Douglas County, Nebraska, as more particularly
described on Exhibit A attached hereto (the "Property") to Assignor, as Lessee;
and
WHEREAS, Assignor desires to assign, convey, transfer and set over to
Assignee all of Assignor's right, title and interest under the Lease, including
any rights or options Assignor has under the Lease to purchase Paine Webber's
fee interest in the Property; and
WHEREAS, in connection with Assignor's assignment of its rights under the
Lease pursuant to this Assignment, Assignor also desires to assign and convey to
Assignee all of Assignor's interest in all buildings, improvements, furniture,
furnishings, fixtures, apparatus, equipment, claims, guaranties, warranties,
plans, specifications, blueprints, soil tests, engineering information, utility
contracts, construction contracts, architect's contracts, governmental
approvals, occupancy permits and certificates, licenses, permits, and all other
agreements and rights, and all other items of personal property, both tangible
and intangible, affixed or attached to, or placed or situated upon, or used or
acquired in any way whatsoever in connection with the use, enjoyment, occupancy
and operation of the Property, except those owned by others, (all of such
properties and assets being herein collectively referred to as the "Assigned
Properties"); and
WHEREAS, Assignee desires to accept such assignments and to assume all of
the obligations and liabilities of Assignor arising on and after the date hereof
as Lessee under the Lease.
AGREEMENT
NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00), in hand
paid, the recitals, premises, covenants, promises and conditions herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Recitals. All of the foregoing recitals are incorporated herein
as though set forth again at length.
2. Assignment of the Lease. Effective as of the date hereof (the
"Assignment Date"), Assignor does hereby grant, bargain, sell, assign, transfer,
set over and convey to Assignee all of Assignor's right title and interest under
the Lease, including any and all options or rights to purchase the Property as
set forth in the Lease.
3. Conveyance of the Assigned Properties. Effective as of the Assignment
Date, Assignor does also hereby grant, bargain, sell, assign, transfer, confirm
and deliver unto Assignee, its successors and assigns, all of Assignor's right,
title and interest in and to the Assigned Properties. TO HAVE AND TO HOLD all
and singular the Assigned Properties unto Assignee, its successors and assigns,
forever.
4. Assumption. Assignee hereby assumes all of Assignor's obligations
arising on or after the Assignment Date pursuant to the Lease as Lessee
thereunder, in place and stead of Assignor. Assignee further agrees to perform,
discharge and observe all of the covenants, obligations and conditions contained
therein to be performed by Assignor on or after the Assignment Date. Assignee
also agrees to assume all valid and enforceable liabilities and obligations to
which the Assigned Properties are subject, including Assignor's loan with Paine
Webber Qualified Plan Property Fund Three, LP, a Delaware limited partnership,
in the original principal amount of $4,850,000.00.
5. Representations of Assignor. Assignor hereby agrees to perform and
indemnify and hold harmless Assignee from any damages, losses, costs or expenses
related to the nonperformance of all of the covenants, obligations and
conditions contained in the Lease to be performed by the Lessee thereunder prior
to the Assignment Date.
6. Representations of Assignee. Assignee hereby agrees to perform and
indemnify and hold harmless Assignor from any damages, losses, costs or expenses
related to the nonperformance of all of the covenants, obligations and
conditions contained in the Lease to be performed by the Lessee thereunder on
and after the Assignment Date.
7. Modifications. This Assignment may not be changed, modified, discharged
or terminated orally or in any other manner other than by an agreement in
writing signed by the parties hereto or their respective successors and assigns.
The parties hereto hereby agree to execute and deliver any other instruments or
documents requested by any party hereto to carry out the provisions, intent and
purpose of this Assignment.
8. Binding. This Assignment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.
9. Counterpart Signatures. This Assignment may be executed in any
number of counterparts, each of which when so executed shall be deemed an
original, but such counterparts together shall constitute but one and the
same Assignment.
IN WITNESS WHEREOF, the parties have executed this Assignment effective as
of the date first written above.
ASSIGNOR:
J.A. PETERSON ENTERPRISES,
INC., a Missouri corporation
By:/s/ Kenneth L. Riedemann
------------------------
Kenneth L. Riedemann,
President
ASSIGNEE:
APPLETREE APARTMENTS, INC., a
Nebraska corporation
By:/s/ Kenneth L. Riedemann
------------------------
Kenneth L. Riedemann,
President
<PAGE>
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON)
BE IT REMEMBERED, that on this 10th day of July, 1997, before me, a Notary
Public in and for said County and State, personally appeared Kenneth L.
Riedemann, to me personally known to be the person described in and who executed
the foregoing instrument, who, being by me duly sworn, did say that he is the
President of J.A. PETERSON ENTERPRISES, INC., a Missouri corporation, that said
instrument was signed in behalf of said corporation by authority of its board of
directors, and said person acknowledged said instrument to be the free act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.
/s/ Sandra Zintz
------------
Notary Public
Printed Name:Sandra Zintz
My Commission expires:
8/19/2000
- ---------
Commissioned in Clay County
STATE OF MISSOURI )
)SS
COUNTY OF JACKSON )
BE IT REMEMBERED, that on this 10th day of July, 1997, before me, a Notary
Public in and for said County and State, personally appeared Kenneth L.
Riedemann, to me personally known to be the person described in and who executed
the foregoing instrument, who, being by me duly sworn, did say that he is the
President of APPLETREE APARTMENTS, INC., a Nebraska corporation, that said
instrument was signed in behalf of said corporation by authority of its board of
directors, and said person acknowledged said instrument to be the free act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.
/s/ Sandra Zintz
------------
Notary Public
Printed Name:Sandra Zintz
My Commission expires:
8/19/2000
- ---------
Commissioned in Clay County
<PAGE>
EXHIBIT A
Legal Description
Lots 17, 18 and 19, in APPLEWOOD, an Addition to the City of Omaha, as surveyed,
platted and recorded, in Douglas County, Nebraska.
<PAGE>
J.A. Peterson Enterprises, Inc.
10000 West 75th Street
Shawnee Mission, Kansas 66204
July 10, 1997
Paine Webber Qualified Plan
Property Fund Three, LP
265 Franklin Street
Boston, Massachusetts 02110
Attn: Rock M. D'Errico
RE: Assignment of "Ground Lease" dated May 8, 1984 by and between Paine
Webber Qualified Plan Property Fund Three, LP, as lessor ("Paine
Webber"), and J.A. Peterson Enterprises, Inc., as lessee
("Enterprises"), as amended by a certain Amendment to Ground Lease
and Notice to Ground Lease dated October 30, 1985 (as amended, the
"Lease").
Dear Mr. D'Errico:
As you know, Enterprises is the lessee of record of certain premises
located at 6224 South 99th Court in Omaha, Douglas County, Nebraska (the
"Premises") under the Lease. This is to notify you that contemporaneously
herewith and in accordance with the provisions of Section 30.01(l) of the Lease,
the undersigned is assigning and transferring all of its right, title and
interest in the Lease (the "Lease Assignment"), including, without limitation,
the Option to Purchase the Premises set forth in Article 30 thereof (the
"Purchase Option"), to Appletree Apartments, Inc., a Nebraska corporation
("Appletree").
This will also confirm that Appletree is exercising the Purchase Option
and will be acquiring the fee interest in the Premises from Paine Webber in
accordance with the provisions of the Lease.
Please evidence your agreement with the foregoing and your consent to the
Lease Assignment by signing this letter and returning it to the attention of
Eric Theroff at the office of the undersigned's counsel, Lewis, Rice & Fingersh,
L.C., 1010 Walnut Street, Suite 500, Kansas City, Missouri 64106.
Please call if you have any questions.
Very truly yours,
J.A. PETERSON ENTERPRISES,
INC., a Missouri corporation
By:/s/ Kenneth L.Riedemann
-----------------------
Kenneth L. Riedemann,
President
<PAGE>
Acknowledgement and Consent to Assignment
The undersigned, Paine Webber Qualified Plan Property Fund Three, LP, a
Delaware limited partnership, acknowledges receipt of the foregoing letter as of
this 10th day of July, 1997 and hereby consents to the Lease Assignment.
PAINE WEBBER QUALIFIED PLAN
PROPERTY FUND THREE, LP, a
a Delaware limited partnership
By: THIRD QUALIFIED PROPERTIES,
INC., General Partner
By: /s/ Celia R. Deluga
-------------------
Name: Celia R. Deluga
Title: Vice President
<PAGE>
RELEASE OF COLLATERAL ASSIGNMENT
OF RENTS AND LEASES
KNOW ALL MEN BY THESE PRESENTS:
THAT whereas, all of the indebtedness secured by a certain Collateral
Assignment of Rents and Leases (the "Lease Assignment") executed by J.A.
PETERSON ENTERPRISES, INC., a Missouri corporation ("JA Peterson"), in favor of
PAINE WEBBER QUALIFIED PLAN PROPERTY FUND THREE, LP, a Delaware limited
partnership ("Paine Webber"), dated May 8, 1984, and recorded in the
Miscellaneous Records of Douglas County, Nebraska, in Book 710 at Page 54, has
been paid, and JA Peterson has requested in writing that this Release be
executed and delivered;
NOW THEREFORE, in consideration of such payment and in accordance with the
request of JA Peterson, the undersigned, Paine Webber, does by these presents
grant, remise, release and reconvey to the person, persons, entity or entities
entitled thereto, all the interest and estate derived to the undersigned by or
through the Lease Assignment in and to the following described property:
SEE EXHIBIT A ATTACHED HERETO.
Dated July 18, 1997.
Paine Webber Qualified Plan Property
Fund Three, LP, a Delaware limited
partnership
By: Third Qualified Properties, Inc.,
General Partner
By:/s/ Rock M. D'Errico
--------------------
Name: Rock M. D'Errico
Title: Vice President
<PAGE>
COMMONWEALTH OF MASSACHUSETTS )
) SS.
COUNTY OF SUFFOLK )
BE IT REMEMBERED, that on this 2nd day of July, 1997, before me, a Notary
Public in and for said County and State, personally appeared Rock M. D'Errico,
to me personally known to be the Vice President of Third Qualified Properties,
Inc., Managing General Partner of Paine Webber Qualified Plan Property Fund
Three, LP, a Delaware limited partnership, and who executed the foregoing
instrument as such officer on behalf of said corporation and said limited
partnership, and such person duly acknowledged the execution of the same to be
the free act and deed of said corporation and said limited partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.
/s/ Andrew C. Sucoff
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Notary Public
Printed Name:Andrew C. Sucoff
My commission expires:
2/26/2004
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<PAGE>
EXHIBIT A
Legal Description
Lots 17, 18 and 19, in APPLEWOOD, an Addition to the City of Omaha, as surveyed,
platted and recorded, in Douglas County, Nebraska.
<PAGE>
DEED OF RECONVEYANCE
KNOW ALL MEN BY THESE PRESENTS:
THAT whereas, all of the indebtedness secured by the Deed of Trust,
Security Agreement and Financing Statement executed by J.A. PETERSON
ENTERPRISES, INC., a Missouri corporation, in favor of MICHAEL CURRY, Esq., as
Trustee, and PAINE WEBBER QUALIFIED PLAN PROPERTY FUND THREE, LP, a Delaware
limited partnership, the Beneficiary named therein, dated May 8, 1984, and
recorded in the Office of the Register of Deeds of Douglas County, Nebraska, in
Book 2676 at Page 40, has been paid, and said Beneficiary has requested in
writing that this deed of reconveyance be executed and delivered;
NOW THEREFORE, in consideration of such payment and in accordance with the
request of the Beneficiary named therein, the undersigned as Trustee, does by
these presents grant, remise, release and reconvey to the person, persons,
entity or entities entitled thereto, all the interest and estate derived to said
Trustee by or through said Deed of Trust in and to the following described
property:
SEE EXHIBIT A ATTACHED HERETO.
Dated July 18, 1997
/s/ Michael Curry, Esq., as Trustee
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STATE OF NEBRASKA )
)ss.
COUNTY OF DOUGLAS )
The foregoing Deed of Reconveyance was acknowledged before me this 3rd day
of July, 1997, by Michael L. Curry, Trustee as aforesaid.
/s/ Betty M. Cronican
-----------------
Notary Public
My Commission Expires: 8/24/1999
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<PAGE>
EXHIBIT A
Legal Description
Lots 17, 18 and 19, in APPLEWOOD, an Addition to the City of Omaha, as surveyed,
platted and recorded, in Douglas County, Nebraska.
