FORM 10-KSB--Annual or Transitional Report
(Added by 34-30968, eff. 8/13/92, as amended.)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-14534
JACQUES-MILLER REALTY PARTNERS, L.P. III
(Name of small business issuer in its charter)
Delaware 62-1217852
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
PART I
Item 1. Description of Business
Jacques-Miller Realty Partners, L.P.III (the "Registrant") is a Delaware
limited partnership formed in November 1984.
The Registrant originally invested in three properties. All of these
properties have been either sold or foreclosed upon.
The terms of the transactions between the Registrant and affiliates of the
General Partners of the Registrant are set forth in Item 12 below to which
reference is hereby made for a description of such terms and transactions.
Employees
There were no full-time employees of the Registrant at December 31, 1995.
During 1995 and 1994, management and administrative services were provided by
Insignia Financial Group, Inc. See Item 12. "Certain Relationships and Related
Transactions" for further discussion of the affiliates and the compensation and
reimbursement from the Registrant during 1995 and 1994.
Item 2. Description of Property
During 1995 and 1994, no properties were owned by the Registrant.
Item 3. Legal Proceedings
In 1989, the Partnership sold an apartment complex located in Indiana which
resulted in a gain for federal and state tax purposes. In December of 1991, the
Indiana Department of Revenue (the "Department") issued a notice of proposed
assessment in the amount of $30,685 in tax, $6,115 in interest and $3,069 in
penalty to the Partnership. This assessment related to allegedly required
withholding of taxes for all non-resident partners of Indiana resulting from
their distributive share of partnership income in Indiana resulting from this
property sale. In November of 1995, after several years of negotiating, the
Partnership entered into a settlement agreement with the Department resulting in
the following:
(1) The Partnership would not be liable for income tax withholding on
amounts paid or credited to any of its limited partners.
(2) The Partnership would remit to the Department adjusted gross income tax
withholding of $19,190, including $6,097 in interest, for amounts paid
or credited to its non-resident general partners during 1989.
(3) The Department waived all penalties for unpaid withholding taxes.
(4) The Department, upon payment of the tax withholding noted in (2) above,
cancelled the outstanding assessments, demand notices and tax warrants
issued against the Partnership for any taxable year prior to January 1,
1990.
(5) The Department agreed that the Partnership and its partners would not be
liable for Indiana income tax withholding for any taxable year ending
prior to January 1, 1990, and would be released and discharged from any
such liability.
The settlement of $19,190 paid to the Department has been reflected as a
distribution on behalf of the general partners in the accompanying statement of
changes in net assets in liquidation. The resolution of this contingency
enabled the Partnership to distribute its remaining cash to the partners and
liquidate the Partnership in 1995.
Item 4. Submission of Matters to a Vote of Security Holders
The Registrant did not submit any matter to a vote of its security holders
during the fiscal year covered by this report.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
In 1995, the Partnership paid all administrative and liquidation costs and
made a final distribution to partners of $209,252. The Partnership was legally
terminated as of December 31, 1995, at which time the remaining Units were
cancelled.
Item 6. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources
The Partnership paid all administrative and liquidation costs in 1995 and
was terminated in December.
Results of Operations
The Registrant incurred a decrease in net assets in liquidation of $225,628
for the year ended December 31, 1995. Income consisted of only interest
income. Expenses included audit and tax fees, printing costs, and postage.
Total distributions to Partners included $19,190 allocated to the general
partners for the settlement of the Indiana tax issue in the fourth quarter of
1995 (See Note C of the Financial Statements).
Item 7. Financial Statements
JACQUES-MILLER REALTY PARTNERS L.P. III
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Statement of Net Assets in Liquidation - December 31, 1995
Statements of Changes in Net Assets in Liquidation - Years ended
December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Jacques Miller Realty Partners L. P. III
We have audited the accompanying statement of net assets in liquidation of
Jacques Miller Realty Partners L.P. III as of December 31, 1995, and the
related statements of changes in net assets in liquidation for each of the two
years in the period ended December 31, 1995. These financial statements are the
responsibility of the Partnership s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership s management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of Jacques Miller Realty
Partners L. P. III as of December 31, 1995, and the results of its changes in
net assets in liquidation for each of the two years in the period ended December
31, 1995, in conformity with generally accepted accounting principles applied on
the liquidation basis of accounting.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
March 4, 1996
JACQUES-MILLER REALTY PARTNERS L.P. III
STATEMENT OF NET ASSETS IN LIQUIDATION
December 31, 1995
Assets $ None
Liabilities None
Net Assets in liquidation (Notes A and C) $ None
See Accompanying Notes to Financial Statements
JACQUES-MILLER REALTY PARTNERS L.P. III
STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Net assets in liquidation
December 31, 1993 15,189 $ 8,162 $230,924 $239,086
For the year ended
December 31, 1994:
Interest income -- 64 6,374 6,438
Administrative expenses -- (199) (19,697) (19,896)
Net assets in liquidation at
December 31, 1994 15,189 8,027 217,601 225,628
For the year ended
December 31, 1995:
Interest income -- 79 7,842 7,921
Administrative expenses -- (243) (24,054) (24,297)
Reallocation of capital -- 13,228 (13,228) --
Distribution to Partners (Note C) (15,189) (21,091) (188,161) (209,252)
Net assets in liquidation at
December 31, 1995 None None None None
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
JACQUES MILLER REALTY PARTNERS L.P. III
Notes to Financial Statements
December 31, 1995
Note A Organization and Significant Accounting Policies
Organization
Jacques Miller Realty Partners L.P. III (the "Partnership") is a Delaware
limited partnership that was organized in November 1984 to acquire and operate
residential and commercial real estate properties. The Partnership sold its
last remaining property in 1991. The Partnership was legally terminated as of
December 31, 1995.
Basis of Presentation
The accompanying financial statements are prepared on the liquidation basis of
accounting since the Partnership has no operating assets remaining.
Allocations to Partners
Net earnings (loss) of the Partnership and taxable income (loss) are allocated
99% to the limited partners and 1% to the general partners. Distributions of
available cash (cash flow) and profits from sales dispositions are allocated
among the limited partners and the general partners in accordance with the
agreement of limited partnership.
Note B Transactions with Affiliated Parties
On December 31, 1991, an affiliate of Insignia Financial Group, Inc.
("Insignia") acquired substantially all of the assets of Jacques-Miller, Inc.
However, the General Partner Interest of the Partnership was not acquired. As a
result of a separate Advisory Agreement between the Partnership and IFGP
Corporation, an affiliate of Insignia, Insignia and its affiliates succeeded to
those asset management and property management duties previously performed by
Jacques-Miller, Inc.
No fees were charged to the Partnership by Insignia and its affiliates in 1994
or in 1995.
Note C Indiana Tax Issue
In 1989, the Partnership sold an apartment complex located in Indiana which
resulted in a gain for federal and state tax purposes. In December of 1991, the
Indiana Department of Revenue (the "Department") issued a notice of proposed
assessment in the amount of $30,685 in tax, $6,115 in interest and $3,069 in
penalty to the Partnership. This assessment related to allegedly required
withholding of taxes for all non-resident partners of Indiana resulting from
their distributive share of partnership income in Indiana resulting from this
property sale. In November of 1995, after several years of negotiating, the
Partnership entered into a settlement agreement with the Department resulting in
the following:
(1) The Partnership would not be liable for income tax withholding on
amounts paid or credited to any of its limited partners.
(2) The Partnership would remit to the Department adjusted gross income tax
withholding of $19,190, including $6,097 in interest, for amounts paid
or credited to its non-resident general partners during 1989.
(3) The Department waived all penalties for unpaid withholding taxes.
(4) The Department, upon payment of the tax withholding noted in (2) above,
cancelled the outstanding assessments, demand notices and tax warrants
issued against the Partnership for any taxable year prior to January 1,
1990.
(5) The Department agreed that the Partnership and its partners would not be
liable for Indiana income tax withholding for any taxable year ending
prior to January 1, 1990, and would be released and discharged from any
such liability.
The settlement of $19,190 paid to the Department has been reflected as a
distribution on behalf of the general partners in the accompanying statement of
changes in net assets in liquidation. The resolution of this contingency
enabled the Partnership to distribute its remaining cash to the partners and
liquidate the Partnership in 1995.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 9. Directors and Executive Officers
The General Partners of the Registrant were:
Jacques-Miller, Inc., a Tennessee Corporation
J.M. Realty III, A Tennessee general partnership
Jacques-Miller, Inc., the Managing General Partner, was formed under the
laws of the State of Tennessee in 1972.
The principal executive officer and director of the Managing General
Partner was:
Name Age Position
C. David Griffin 49 President, Chief Operating
Officer and Director
Biographies
C. David Griffin. Mr. Griffin became President and Chief Operating Officer
of Jacques-Miller, Inc. in August 1987. He is an officer and director of
Jacques-Miller Property Management, Inc. and several other wholly owned
subsidiaries of Jacques-Miller, Inc., all of which render ancillary services to
the partnerships sponsored by the General Partners. From 1972 to 1981, Mr.
Griffin, a CPA, was a partner of Blankenship, Summar & Associates, an accounting
firm.
J.M. Realty III is a Tennessee general partnership whose constituents are
Messrs. John F. Jacques, Robert Bond Miller, Mitchum E. Warren, Jr., C. David
Griffin, and F.S.C. Realty Advisory Corp., a Georgia company formed in May 1982,
and FN Equities, Inc., a California company formed in May 1983. F.S.C. Realty
Advisors Corporation is a wholly owned subsidiary of Financial Services
Corporation, the parent company of FSC Securities Corporation and Westamerica
Financial Corporation, two of the Selling Agents herein. FN Equities, Inc. is
an affiliate of one of the Selling Agents, Financial Network Investment
Corporation.
Insignia Transaction
On December 31, 1991, an affiliate of Insignia Financial Group, Inc.
("Insignia") of Greenville, South Carolina acquired substantially all of the
assets of Jacques-Miller, Inc. (the Managing General Partner of the Registrant)
including Jacques-Miller's property management organization. However, the
General Partner Interest of the Registrant was not acquired. As a result of a
separate Advisory Agreement between the Registrant and IFGP Corporation, an
affiliate of Insignia, Insignia and its affiliates succeeded to those asset
management and property management duties previously performed by Jacques-
Miller.
Item 10. Executive Compensation
The Registrant was not required to and did not pay remuneration to officers
and/or directors of the Managing General Partner during 1995 or 1994. See Item
12. "Certain Relationships and Related Transactions" below and Note B of the
Notes to the Financial Statements for a discussion of compensation and
reimbursements paid to the General Partners and certain affiliates.
Item 11. Security Ownership of Certain Beneficial Owners and Management
During December 1995, the outstanding Units were cancelled and the
Partnership terminated.
Item 12. Certain Relationships and Related Transactions
The Registrant was entitled to engage in various transactions involving
affiliates of the Managing General Partner. The relationship of the Managing
General Partner to its affiliates is set forth in Item 9. The General Partners
receive a share of the Registrant's profits and losses. Effective January 1,
1992, affiliates of Insignia assumed day-to-day management services for the
Registrant. During 1995 or 1994, Insignia received no fees for its services.
The General Partners may be reimbursed for their direct expenses relating to
offering and administration of the Registrant. Also as a matter of convenience,
the General Partners pay certain direct property operating expenses on behalf of
the Registrant for which they are reimbursed. During 1995 or 1994, there were
no reimbursements to the General Partner.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) No Reports on Form 8-K were filed during the fourth quarter of
1995.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JACQUES-MILLER REALTY PARTNERS L.P. III
BY: Jacques-Miller, Inc.
Corporate General Partner
BY: /s/C. David Griffin
C. David Griffin
President and Chief Operating Officer
Date: March 14, 1996
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
/s/C. David Griffin President and Chief Operating March 14, 1996
C. David Griffin Officer (Principal Executive
Officer)
EXHIBIT INDEX
Exhibit
3 Partnership Agreement is incorporated by reference to Exhibit A to the
Prospectus contained in the Registrant's Registration Statement
(2-94561) as filed with the Commission pursuant to Rule 424(b) under
the Act.
10(a) Advisory Agreement, dated December 30, 1991 between Jacques-Miller
Realty Partners L.P. III and Insignia GP Corporation is incorporated
by reference to the exhibit filed with the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991.
16 Letter from the Registrant's former independent accountant regarding
its concurrence with the statements made by the Registrant is
incorporated by reference to the exhibit filed with Form 8-K dated
September 30, 1992.
22 Subsidiaries: The Registrant has no subsidiaries.
27 Financial Data Schedule
99 Additional Exhibits: Not applicable
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Jacques-Miller Realty Partners, L.P. III Year-End 1995 10-KSB and is qualified
in its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000757775
<NAME> JACQUES-MILLER REALTY PARTNERS LP III
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
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