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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 (Date of earliest event reported): December 6, 1995
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
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(Exact name of Registrant as specified in its charter)
Texas 0-14397 75-1991528
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
or organization)
One Seaport Plaza, New York, New York 10292-0116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 214-1016
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
By letter dated December 6, 1995, Prudential-Bache Properties, Inc., the
Managing General Partner of Prudential Bache/Watson & Taylor, Ltd.-3 (the
"Partnership"), communicated certain information to the limited partners
of the Partnership in light of a tender offer for 4.9% of the limited
partnership units of Prudential-Bache/Watson & Taylor, Ltd.-1, an
affiliated partnership, commenced by a company named Everest Storage
Investors, LLC. A copy of the letter is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Letter dated December 6, 1995 from Prudential-Bache Properties, Inc.
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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.
Prudential-Bache/Watson & Taylor, Ltd.-3
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Thomas F. Lynch, III Date: December 6, 1995
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Thomas F. Lynch, III
President
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Exhibit 99.1
Prudential-Bache Properties, Inc.
December 6, 1995
Dear Limited Partner:
It has just come to our attention that a California company named
Everest Storage Investors, LLC has commenced a tender offer for
4.9% of the outstanding limited partnership units in Prudential-
Bache/Watson & Taylor, Ltd.-1 ("PB/W&T-1"). We are not aware of
any similar offer being made currently for the interests in
Prudential-Bache/Watson & Taylor, Ltd.-3 ("PB/W&T-3"), but we
have recently received a request from a limited partner of
PB/W&T-3 for a list of holders of interests in your Partnership
for the stated purpose of acquiring additional units in the
Partnership.
We have written to the limited partners of PB/W&T-1, stating the
following:
In considering this offer, you should be aware that the
Management Committee of [PB/W&T-1] is in the process of
considering strategic alternatives with respect to [PB/W&T-
1]. These include the possibility of seeking bids for the
properties held by [PB/W&T-1], the sale of such properties
if an acceptable bid (or bids) is received and the limited
partners approve the sale, and the subsequent liquidation of
[PB/W&T-1]; and the possiblity of restructuring [PB/W&T-1],
subject to the approval of the limited partners. No final
decision has been reached at this time, and there is no
assurance that any specific alternative will be pursued or
that any transaction will occur.
Upon completion of the current deliberations and a decision
by the general partners, which is expected to occur later
this month, we will promptly communicate the results to you.
You should be aware that the Management Committee of PB/W&T-3 is
engaged in a similar process to that described above regarding
your Partnership. When a decision is reached, we will promptly
communicate the results to you.
Very truly yours,
/s/ Thomas F. Lynch, III
Thomas F. Lynch, III
President
