<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 18,1999
NEW ENGLAND LIFE PENSION PROPERTIES III;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
0-14052 04-2847256
(Commission File Number) (IRS Employer Identification No.)
225 Franklin Street, 25th Floor
Boston, MA 02110
(Address of principal executive offices) (Zip Code)
(617) 261-9000
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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This Current Report on Form 8-K/A amends the Current Report on
Form 8-K filed by the Registrant with the Securities and Exchange Commission on
April 2, 1999.
Item 2. Acquisition or Disposition of Assets.
- ----------------------------------------------
On March 18, 1999, New England Life Pension Properties III; A Real Estate
Limited Partnership (the "Partnership") sold its property known as North Cabot
Industrial Park located in Hayward, CA. The property was sold to an
unaffiliated third party (the "Buyer") for gross proceeds of $2,800,000. The
terms of the sale were determined by arm's length negotiation between the Buyer
and the Partnership. The Partnership received net proceeds of approximately
$2,639,000 and recognized a gain of approximately $1,510,000.
Item 7. Financial Statements and Exhibits.
- -------------------------------------------
In connection with the disposition of the asset discussed in Item 2 above,
pro forma financial statements are presented below. The pro forma balance sheet
is presented for the period ended December 31, 1998 (Exhibit A). The pro forma
income statement is presented for the fiscal year ended December 31,
1998 (Exhibit B).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 7, 1999 NEW ENGLAND LIFE PENSION PROPERTIES III;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
By: Copley Properties Company III, Inc.
Managing General Partner
By: /s/ Alison Husid Cutler
---------------------------------
Name: Alison Husid Cutler
Title: President, Chief Executive
Officer and Director
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New England Life Pension Properties III
A Real Estate Limited Partnership
Pro Forma Balance Sheet
December 31, 1998
Audited
EXHIBIT A
<TABLE>
<CAPTION>
Pro Forma December 31, 1988
December 31, 1998 Adjustment Pro Forma
----------------- ---------- ---------
<S> <C> <C> <C>
ASSETS
Real estate investments:
Property, net 6,156,334 - 6,156,334
---------- ---------- -----------
6,156,334 - 6,156,334
Property held for disposition, net 1,197,305 (1,129,514) 67,791
Cash and cash equivalents 1,952,504 2,639,445 (a) 4,591,949
---------- ---------- -----------
$9,306,143 $1,509,931 $10,816,074
========== ========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $87,947 - $87,947
Accrued management fee 21,939 - 21,939
---------- ---------- -----------
Total liabilities 109,886 - 109,886
---------- ---------- -----------
Partners' capital (deficit):
Limited partners ($231.54 and $485.54 per unit;
respectively;75,000 units authorized, 68,414
units issued and outstanding) 9,196,048 1,494,832 (a) 10,690,880
General partners 209 15,099 (a) 15,308
---------- ---------- -----------
Total partners' capital 9,196,257 1,509,931 10,706,188
---------- ---------- -----------
$9,306,143 $1,509,931 $10,816,074
========== ========== ===========
</TABLE>
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New England Life Pension Properties III
A Real Estate Limited Partnership
Pro Forma Income Statement
December 31, 1998
Audited
EXHIBIT B
<TABLE>
<CAPTION>
Pro Forma December 31, 1988
December 31, 1998 Adjustment Pro Forma
----------------- ---------- ---------
<S> <C> <C> <C>
Investment Activity
Property rentals $1,294,563 (276,271)(b) $ 1,018,292
Property operating expenses (295,874) 63,302 (b) (232,572)
Depreciation and amortization (293,460) 75,115 (b) (218,345)
---------- ---------- -----------
705,229 (137,854) 567,375
Joint venture earnings 619,051 - 619,051
Amortization (3,138) - (3,138)
---------- ---------- -----------
Total real estate operations 1,321,142 (137,854) 1,183,288
Gain on sales of property 6,391,800 - 6,391,800
---------- ---------- -----------
Total real estate activity 7,712,942 (137,854) 7,575,088
Interest on cash equivalents and short term investments 167,422 - 167,422
---------- ---------- -----------
Total investment activity 7,880,364 (137,854) 7,742,510
Portfolio Expenses
Management fee 149,814 (13,032)(d) 136,782
General and administrative 204,187 (3,500)(e) 200,687
---------- ---------- -----------
354,001 (16,532) 337,469
---------- ---------- -----------
Net income (loss) $7,526,363 ($121,322) $ 7,405,041
========== ========== ===========
Net income (loss) per limited partnership unit $108.91 ($1.76)(c) $ 107.15
========== ========== ===========
Number of limited partnership units
outstanding during the period 68,414 68,414 68,414
========== ========= ===========
</TABLE>
Pro Forma Financial Statement Footnotes:
(a) Disposition of asset as discussed in Item 2 herein and allocation of the
gain on such disposition to the Partners.
(b) Removal of 1998 operating activity related to the disposed asset discussed
in Item 2 herein.
(c) Calculation of net income per limited partnership unit after the removal of
operating activity and addition of the gain related to the disposed asset
discussed in Item 2 herein.
(d) Removal of management fees based on distributions received during the pro
forma period from the disposed asset discussed in Item 2 herein.
(e) Removal of appraisal fees incurred during the pro forma period for the
disposed asset discussed in Item 2 herein.
