SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date of Report : August 16, 1996
LDP-III
(Exact name of registrant as specified in its charter)
0-13559
(Commission File Number
California 94-2911983
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
P.O. Box 130, Carbondale, Colorado 81623
(Address of principal executive offices)
(970) 963-8007
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 16, 1996, the registrant sold one of its real
property investments known as 391 Forbes Commercial
Building, located in South San Francisco, California.
The property consisted of a 30,400 square feet
commercial building.
The buyer, Rod Blake, is not affiliated with the
registrant. The sale price received by the registrant
was $1,730,000 which resulted in a gain of $223,000 and
cash proceeds of $660,000.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not Applicable
ITEM 5. OTHER EVENTS
Not Applicable
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial statements of business acquired
Not Applicable
(b) Pro Forma Balance Sheet
June 30, 1996
Pro Forma Statements of Operations:
Six months ended June 30, 1996
Year ended December 31, 1995
Notes to Pro Forma Financial Statements
(c) Exhibits
Not Applicable
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
PRO FORMA FINANCIAL STATEMENTS:
The following Pro Forma Balance Sheet of the registrant as of
June 30, 1996 and the Pro Forma Statements of Operations for the
six months ended June 30, 1996, and for the year ended December
31, 1995, reflect pro forma adjustments to the registrant's
historical Financial Statements assuming the property was not
owned by LDP-III during those timeframes as explained in Notes to
Pro Forma Financial Statements.
The Pro Forma Statements of Operations for the three months ended
June 30, 1996, and for the year ended December 31, 1995, are not
necessarily indicative of the actual results that would have
occurred had the property sale been consummated at the beginning
of the respective periods or of future operations of the
registrant. The ProFormas do not take into consideration the
increase in LDP-III's liquidity or possible uses of those funds.
These statements should be read in conjunction with the Notes to
Pro Forma Financial Statements.
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<TABLE>
LDP-III
PRO FORMA BALANCE SHEET, JUNE 30, 1996 (Unaudited)
(Dollars in thousands)
<CAPTION>
Pro Forma
Adjustments
Add(Deduct) Pro
June 30, 1996 (Note A) Forma
<S> <C> <C> <C>
ASSETS
INVESTMENTS IN REAL ESTATE:
Rental properties $12,336 $(1,848) $10,488
Accumulated depreciation (4,436) 461 (3,975)
Rental properties - net 7,900 (1,387) 6,513
CASH 129 0 129
OTHER ASSETS
Short-Term Investment $ 198 $ 0 $ 198
Accounts receivable 30 (7) 23
Prepaid expenses and deposits 10 0 10
Deferred costs 145 (23) 122
Total other assets 383 (30) 353
TOTAL $8,412 $(1,417) $6,995
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Notes payable $7,864 $ (950) $6,914
Accounts payable 5 (1) 4
Other liabilities 83 (20) 63
Total liabilities 7,952 (971) 6,981
PARTNERS' EQUITY 460 (446) 14
TOTAL $8,412 $(1,417) $6,995
The accompanying notes are an integral part of the pro forma financial
statements.
</TABLE>
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<TABLE>
LDP-III
PRO FORMA STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1996 (Unaudited)
(In thousands except per unit amounts)
<CAPTION>
Pro Forma
Adjustments
Add (Deduct) Pro
June 30, 1996 (Note B) Forma
<S> <C> <C> <C>
REVENUE
Rental $ 653 $ (95) $ 558
Interest 9 0 9
Total Revenue 662 (95) 567
EXPENSE
Interest 351 (47) 304
Operating 236 (28) 208
Depreciation and amortization 201 (24) 177
General and administration 93 0 93
Total expense $ 881 $ (99) $ 782
NET LOSS $ (219) $ 4 $ (215)
NET LOSS PER
PARTNERSHIP UNIT $ (6) $ 0 $ (6)
The accompanying notes are an integral part of the pro forma financial
statements.
</TABLE>
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<TABLE>
LDP-III
PRO FORMA STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 (Unaudited)
(In thousands except per unit amounts)
<CAPTION>
Pro Froma
Adjustments
December 31, Add (Deduct)
1995 Pro Forma Pro Forma
<S> <C> <C> <C>
REVENUE
Rental $1,339 $ (197) $ 1,142
Interest 28 0 28
Total revenue 1,367 (197) 1,170
EXPENSE
Interest 717 (106) 611
Operating 394 (52) 342
Depreciation and amortization 396 (52) 344
General and administration 194 0 194
Total expense 1,701 (210) 1,491
NET LOSS $ (334) $ 13 $ (321)
NET LOSS PER
PARTNERSHIP UNIT $ (9) $ 1 $ (8)
The accompanying notes are an integral part of the pro forma financial
statements.
</TABLE>
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<TABLE>
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Dollars in thousands)
A. The Balance Sheet Pro Forma adjustments reflect the sale of
the 391 Forbes Commercial Building as if the sale occurred
on June 30, 1996. A gain of $223 was recognized by the
registrant which has been adjusted for activity subsequent
to June 30, 1996, and through the date of sale (see Note B).
The cost of investments in real estate, accumulated
depreciation, prepaid expenses and deposits, deferred costs,
notes payable and other liabilities have been adjusted by
their respective balances at June 30, 1996. The registrant
received cash proceeds of $660,000 from this sale.
B. The Pro Forma Statements of Operations for the six months
ended June 30, 1996, and for the year ended December 31,
1995, reflects the loss from continuing operations before
reflecting any amounts attributable to the sale of the 391
Forbes Commercial Building in August, 1996. It has been
assumed that administrative expenses would not change as a
result of the sale.
The gain of $223 from the property sale which has not been
reflected in the Pro Forma Statement of Operations, was
determined as follows:
<S> <C>
Sale price $1,730
Less: selling costs (97)
Net selling price 1,633
Property basis (including
unamortized deferred costs) 1,977
Accumulated depreciation
and amortization (567)
Net book value 1,410
Gain on sale of rental property $ 223
C. The Pro Forma Statements of Operations for the three months
ended June 30, 1996, and for the year ended December 31,
1995, reflects the pro forma adjustment to remove the
segments of operations that have been discontinued to
present the registrant on an ongoing continuing operations.
</TABLE>
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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.
Date: August 28, 1996 LDP-III
By: /s/ Gregory L. Mohl
Gregory L. Mohl
Controller
Landsing Equities Corporation
Managing General Partner
