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FORM 8-K
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Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Date of Report (Date of earliest event reported): July 16, 1999
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First Capital Institutional Real Estate, Ltd. - 3
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(Exact name of registrant as specified in its charter)
Florida 0-14122 36-3330657
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(State or other jurisdiction (Commission (IRS Employer Identification
of incorporation) File Number) Number)
2 North Riverside Plaza, Suite 700, Chicago, IL 60606
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(Address of principal executive offices)
Registrant's telephone, including area code: (312) 207-0020
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(Former name or former address, if changed since last report)
This document consists of 3 pages.
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ITEM 5. OTHER EVENT
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As a result of the sale of all Partnership properties and investments,
the Partnership has been terminated pursuant to section 13.1 of the Partnership
Agreement. The General Partner has commenced the winding up of the Partnership
and has caused the certificate of limited partnership of the Partnership to be
cancelled. In connection therewith, immediately following the filing of this
Current Report on Form 8-K, the General Partner intends to apply to the
Securities and Exchange Commission to terminate the registration of the Limited
Partnership Units of the Partnership under the Securities Exchange Act of 1934,
as amended. Unless otherwise defined the terms used herein have the same
meanings ascribed to them in the Partnership Agreement.
Immediately prior to the filing of this Current Report on Form 8-K,
the Partnership's assets consisted of cash and receivables of $5,541,800 and
certain contingent claims (which are immaterial in amount). On the dissolution
date, the Partnership, will distribute $5,395,700 to Partners. In addition, the
assets will be utilized to satisfy expected future wind up expenses of $65,400
and other liabilities of $22,700 (collectively, "Liabilities") and for payment
of all contingent and unforeseen obligations (collectively "Liquidation Costs").
Accordingly, as of the date of the filing of this Current Report on Form 8-K,
the Partnership has remitted $146,100 to the General Partner, who in turn, has
assumed the Partnership's Liabilities as well as Liquidation Costs. In the event
that the sum of the Partnership's Liabilities and Liquidation Costs exceed the
sum of the amount paid to the General Partner in cash plus the amounts, if any,
ultimately recovered on the assigned claims, the excess amount will be paid by
the General Partner out of its own funds. Conversely, if the sum of the
Partnership's Liabilities and Liquidation Costs are less than the cash payment
to the General Partner plus any amounts recovered from the contingent claims,
the General Partner will retain the excess amount.
The General Partner will provide final income tax information to all
Holders during 2000.
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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 hereunto duly authorized.
FIRST CAPITAL INSTITUTIONAL REAL ESTATE,
LTD. - 3
By: First Capital Financial Corporation
General Partner
DATE July 16, 1999 By /s/ Norman M. Field
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Norman M. Field
Vice President/Treasurer
