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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(Name of Registrant as Specified in its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: Units
representing ownership interests in limited partnership interests
(2) Aggregate number of securities to which transaction applies: 53,315.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): The amount
on which the filing fee is calculated was determined pursuant to Rule
0-11(c)(2) of the Exchange Act by multiplying 1/50th of 1% by
$11,050,000, the aggregate amount of cash to be received by the
registrant.
(4) Proposed maximum aggregate value of transaction: $11,050,000.
(5) Total fee paid: $2,210.
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
ONE SEAPORT PLAZA
NEW YORK, NY 10292-0116
September 17, 1996
Dear Unitholders:
We are pleased to inform you that on June 13, 1996, PrudentialBache/Watson
& Taylor, Ltd.-3 (the "Partnership") entered into a contract of sale to sell
(the "Sale") the properties owned by the Partnership (the "Properties"), other
than certain undeveloped land, to Public Storage, Inc. (the "Buyer"). The
purchase price for these seven improved Properties is $11,050,000. The
Partnership is seeking to sell such undeveloped land.
The Partnership intends to make a cash distribution to Unitholders
representing the bulk of the purchase price promptly after the closing of the
Sale. The Partnership would then anticipate being able to make one or more
subsequent distributions within approximately one year after the closing of the
Sale, and thereafter to liquidate (the "Liquidation"). The Partnership estimates
that these liquidating distributions will aggregate approximately $180 per unit.
THE SALE AND LIQUIDATION REQUIRES THE CONSENT OF A MAJORITY OF THE UNITS.
YOUR APPROVAL IS VERY IMPORTANT.
PRUDENTIAL-BACHE PROPERTIES, INC., THE MANAGING GENERAL PARTNER OF THE
PARTNERSHIP, AND GEORGE S. WATSON AND A. STARKE TAYLOR, III, THE INDIVIDUAL
GENERAL PARTNERS OF THE PARTNERSHIP, BELIEVE THAT THE SALE AND LIQUIDATION ARE
IN THE BEST INTERESTS OF THE PARTNERSHIP AND RECOMMEND THAT YOU CONSENT TO THE
SALE AND LIQUIDATION. THE GENERAL PARTNERS BASE THEIR RECOMMENDATION ON, AMONG
OTHER THINGS, THE FOLLOWING FACTORS:
(1) Their belief that current market conditions are favorable for the sale
of the Partnership's Properties,
(2) The timing of the sale is consistent with the anticipated holding
period for Units set forth in the initial offering,
(3) The Sale and Liquidation provides liquidity to Unitholders,
(4) The price and terms negotiated with the Buyer were the result of a
competitive bidding process and were the most favorable of the offers
received to acquire the Properties in the bidding process described
under "THE TRANS-
<PAGE>
ACTION--Background of the Sale of the Properties" in the attached
Consent Statement,
(5) The purchase price exceeds the aggregate appraisal value of the
Properties, as determined by Cushman & Wakefield, an independent,
third-party appraisal firm. (see "THE TRANSACTION--Fairness Opinion
and Appraisals" in the attached Consent Statement), and
(6) An opinion from Robert A. Stanger & Co. to the effect that the
consideration to be received in the Sale is fair from a financial
point of view to the Partnership (see "THE TRANSACTION--Fairness
Opinion and Appraisals" in the attached Consent Statement).
(7) The terms and conditions of the Contract of Sale, as described under
"THE CONTRACT OF SALE."
Unitholders should be aware that, if the Sale is consummated, the
Partnership would not receive the benefits of any potential increases in cash
flow or values of the Properties following the Sale.
The attached Consent Statement contains detailed information concerning the
proposed Sale and Liquidation. We urge you to read the Consent Statement and
enclosed materials carefully before voting. If you have any questions please
feel free to call our consent solicitors, Morrow & Co., Inc. at (800) 566-9061.
Very truly yours,
Thomas F. Lynch, III
President
Prudential-Bache Properties, Inc.
Managing General Partner
2
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
ONE SEAPORT PLAZA
NEW YORK, NY 10292-0116
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NOTICE OF PROPOSED ACTION BY WRITTEN CONSENT
SEPTEMBER 17, 1996
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To the Unitholders of Prudential-Bache/Watson & Taylor, Ltd.-3:
NOTICE IS HEREBY GIVEN to the holders (the "Unitholders") of the limited
partnership interests in the Partnership (the "Units") of
Prudential-Bache/Watson & Taylor, Ltd.-3, a Texas limited partnership (the
"Partnership"), that Prudential-Bache Properties, Inc., the Managing General
Partner of the Partnership ("PB Properties"), is soliciting written consents, in
lieu of a meeting of Unitholders, to approve a single proposal, involving (a)
the sale of substantially all of the assets of the Partnership, other than
certain undeveloped land, as contemplated by the Contract of Sale, dated as of
June 13, 1996 (the "Contract of Sale"), by and between the Partnership and
Public Storage, Inc. and the sale of such undeveloped land on such terms and
conditions as the Managing General Partner may determine and (b) the complete
liquidation and dissolution of the Partnership (collectively, the
"Transaction"), all as more fully described in the accompanying Consent
Statement. The Transaction must be approved by the holders of a majority of the
Units, which approval shall constitute the approval of the Partnership.
Only Unitholders of record at the close of business on September 1, 1996
are entitled to give their consent to these actions.
The accompanying Consent Statement describes the Transaction in detail.
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YOUR CONSENT TO THIS PROPOSAL IS IMPORTANT
DEADLINE: 10:00 A.M., NEW YORK TIME, ON FRIDAY, OCTOBER 18, 1996
TO ENSURE THAT YOUR INTEREST WILL BE REPRESENTED, PLEASE SIGN, DATE AND COMPLETE
THE ENCLOSED CONSENT CARD AND PROMPTLY MAIL IT IN THE ENCLOSED SELF-ADDRESSED
POSTAGE-PREPAID ENVELOPE.
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Your approval is important. Please read the Consent Statement carefully and
then complete, sign and date the enclosed Consent Card and return it in the
self-addressed postage-prepaid envelope. Any Consent Card which is signed and
returned but does not specifically disapprove the Transaction will be treated as
approving the Transaction.
To be counted, the Consent Card must be received on or before 10:00 a.m.
New York time on Friday, October 18, 1996 (unless such time is
extended). A consent may be revoked by written notice received on or before
the expiration of the time for responding.
Your prompt response is appreciated.
PRUDENTIAL-BACHE PROPERTIES, INC.,
Managing General Partner
New York, New York
September 17, 1996
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
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CONSENT STATEMENT
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ACTION BY WRITTEN CONSENT
SEPTEMBER 17, 1996
This Consent Statement is being furnished to the holders ("Unitholders") of
the limited partnership interests (the "Units") in Prudential-Bache/Watson &
Taylor, Ltd.-3., a Texas limited partnership (the "Partnership"), in connection
with the solicitation of consents by Prudential-Bache Properties, Inc., the
Managing General Partner of the Partnership, on behalf of the Partnership.
Unitholders are being asked to consent to a proposal which, if approved and
consummated, would result in the sale (the "Sale") for cash of substantially all
of the Partnership's assets other than certain undeveloped land, the sale of
such undeveloped land on such terms and conditions as the Managing General
Partner may determine and the complete liquidation and dissolution of the
Partnership (collectively, the "Transaction"). The Partnership's assets consist
substantially of seven improved properties, three of which are
office/showroom/warehouse complexes, three of which are mini-storage complexes,
and one of which is an office complex (the "Properties"). The Partnership also
owns one undeveloped parcel of land which is not being sold in the Sale.
The Partnership has entered into a Contract of Sale (the "Contract of
Sale") with Public Storage, Inc. (the "Buyer"), dated as of June 13, 1996, for
the sale of the Properties to the Buyer for $11,050,000 in cash. Pursuant to the
Amended and Restated Certificate and Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement"), the sale of all or substantially all
of the Partnership's assets, which will result in the dissolution and ultimate
liquidation of the Partnership, must be approved by Unitholders who are the
record holders of a majority of the Units.
No person has been authorized to give any information or to make any
representation other than those contained in this Consent Statement in
connection with the solicitation of consents made hereunder and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Partnership or any other person. The delivery of this Consent
Statement shall not under any circumstances create an implication that there has
been no change in the affairs of the Partnership since the date hereof or that
the information herein is correct as of any time subsequent to its date.
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THE CONSENT STATEMENT AND FORM OF CONSENT ARE FIRST
BEING MAILED TO UNITHOLDERS ON OR ABOUT SEPTEMBER 18, 1996.
THE DATE OF THIS CONSENT STATEMENT
IS SEPTEMBER 17, 1996
<PAGE>
TABLE OF CONTENTS
Page
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SUMMARY.............................................................. 3
Selected Historical Financial Data.......................... 7
8
ACTION BY CONSENT.................................................... 8
General..................................................... 8
Matters to be Considered.................................... 8
Recommendations of the General Partners .................... 8
Action by Consent; Record Date.............................. 8
Consents.................................................... 9
9
THE TRANSACTION...................................................... 9
Description of the Partnership.............................. 9
General Partners of the Partnership......................... 10
Background of the Sale of the Properties.................... 10
Recommendations of the General Partners..................... 12
Fairness Opinion and Appraisals............................. 13
Certain Income Tax Consequences and Considerations.......... 18
Accounting Treatment........................................ 22
Reason for Obtaining Unitholder Approval.................... 22
THE CONTRACT OF SALE ................................................ 22
The Sale ................................................... 22
Title and Environmental Defects............................. 23
Closing Conditions.......................................... 24
Remedies.................................................... 24
Covenants................................................... 25
Certain Expenses............................................ 25
Casualty and Condemnation................................... 25
Termination................................................. 26
FINAL DISTRIBUTIONS AND LIQUIDATION ................................ 27
NO APPRAISAL RIGHTS.................................................. 28
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF...................... 28
MARKET PRICES FOR THE PARTNERSHIP'S UNITS AND
DISTRIBUTIONS TO UNITHOLDERS AND THE GENERAL PARTNERS.............. 28
Market Price................................................ 28
Distributions............................................... 28
AVAILABLE INFORMATION................................................ 29
Contract of Sale......................................................Annex A
Stanger Fairness Opinion .............................................Annex B
Partnership Annual Report on Form 10-K for the year ended
December 31, 1995...................................................Annex C
Partnership Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.................................................Annex D
Ernst & Young Tax Letter..............................................Annex E
2
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SUMMARY
The following is a summary of certain information contained elsewhere in
this Consent Statement, including the Annexes hereto, which are a part of this
Consent Statement. Reference is made to, and this summary is qualified in its
entirety by, the more detailed information contained in this Consent Statement.
Unless otherwise defined herein, capitalized terms used in this summary have the
respective meanings ascribed to them elsewhere in this Consent Statement.
Unitholders are urged to read this Consent Statement in its entirety.
<TABLE>
<CAPTION>
THE PARTNERSHIP
<S> <C>
Prudential-Bache/
Watson & Taylor, Ltd.-3...................The Partnership owns and operates seven improved properties,
three of which are office/showroom/warehouse facilities, three
of which are mini-storage complexes, and one of which is an
office complex (the "Properties"). The Partnership also owns
a tract of undeveloped land in Texas. The offices of the
Partnership are located at One Seaport Plaza, New York, New
York 10292-0116.
CONSENT DEADLINE
Deadline for Consents.......................Consents must be received by Friday, October 18, 1996, at
10:00 a.m., New York time (unless such time is extended).
THE TRANSACTION
General.....................................The Transaction to be approved by Unitholders is a single
proposal for the Sale and the sale of the undeveloped land and
Liquidation. The purchase price for the Properties is
$11,050,000.
Final Distributions and
Liquidation..............................As promptly as practicable following the consummation of the
Sale, the Managing General Partner will determine the amount
of assets that it believes will be sufficient to provide for the
Partnership's liabilities, including contingent liabilities, if any.
The remainder of the Partnership's cash will be distributed in
accordance with the Partnership Agreement, in an initial
liquidating distribution. Once all of its obligations have been
satisfied and any undeveloped land is sold, the Partnership will
distribute its remaining cash and dissolve. It is expected that
the bulk of the distribution will be made promptly after the
Sale and the remainder within approximately one year. The
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</TABLE>
3
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<TABLE>
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<S> <C>
Partnership estimates that these liquidating distributions
will aggregate approximately $180 per Unit. See "FINAL
DISTRIBUTIONS AND LIQUIDATION."
Background..................................See "THE TRANSACTION -- Background of the Sale of the
Properties."
Recommendations of the
General Partners..........................PB Properties, George S. Watson and A. Starke Taylor, III,
the general partners of the Partnership (the "General
Partners"), have carefully considered the Transaction and
concluded that the Transaction is in the best interests of the
Partnership and the Unitholders. Accordingly, the General Partners
have approved the Transaction and recommend that
Unitholders vote in favor of the Transaction. See "THE
TRANSACTION -- Recommendation of the General Part-
ners."
Opinion of Financial Advisor................Robert A. Stanger & Co. ("Stanger") acted as financial advisor
to the Partnership in connection with the Transaction. The
Partnership has received a fairness opinion from Stanger to the
effect that the consideration to be received in the Sale is fair
from a financial point of view to the Partnership. See "THE
TRANSACTION -- Fairness Opinion and Appraisals." For
rendering financial advisory services with respect to the
Partnership's portfolio and preparing a fairness opinion in
connection with the Sale, Stanger is being paid a fee of $202,600 by
the Partnership, a substantial portion of which is contingent
upon the closing of the Sale. Stanger is also receiving fees
from the other Partnerships in connection with the sale of their
properties.
Independent Appraisals .....................The Partnership received MAI-certified appraisals of the
Properties from an independent, third-party appraisal firm,
Cushman & Wakefield of Texas, Inc. ("Cushman &
Wakefield"), dated September 1995. The purchase price
exceeds the aggregate appraised value of the Properties. See
"THE TRANSACTION -- Fairness Opinion and Appraisals."
The Buyer...................................Public Storage, Inc., the Buyer, is an equity real estate
investment trust ("REIT") organized as a corporation under the laws
of the State of California. The Buyer is a fully integrated,
self-administered and self-managed REIT that acquires, develops,
owns and operates self-service mini-warehouse facilities
and also manages similar properties for third parties. The
Buyer is the largest owner and operator of mini-warehouses in
the United States. The Buyer (or a predecessor) has been the
manager of the day-to-day operations of the Properties since
1988. The offices of the Buyer are located at 701 Western
Avenue, Glendale, California. The Buyer has entered into
contracts with certain other partnerships formed by the
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4
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<TABLE>
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<S> <C>
............................................General Partners under which such other partnerships would
sell substantially all of their properties to the Buyer. See
"THE TRANSACTION--Background of the Sale of the Properties."
Security Ownership and Voting of
the General Partners .....................As of September 1, 1996, none of the General Partners or any director
or officer of any of the General Partners owned directly or
beneficially any of the Units. Ralph DeFeo, president of
Watson & Taylor Management, Inc., directly owns 20 Units.
Prudential Securities Incorporated, an affiliate of PB Properties,
beneficially owned 253 Units (approximately 0.5% of the
outstanding Units) as of September 1, 1996. Prudential Securities
Incorporated intends to vote its Units to approve the Transaction.
George S. Watson and A. Starke Taylor, III (collectively,
the "Individual General Partners") own 270 nonvoting
"equivalent units." See "VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF."
Effective Time of the
Transaction...............................It is anticipated that the Transaction will be consummated as
promptly as practicable after the requisite Unitholder approval
has been obtained and all other conditions to the Transaction
have been satisfied or waived.
Conditions to the Transaction;
Termination of the Transaction............The Transaction is conditioned upon, among other things, the
approval thereof by Unitholders of record owning a majority
of the Units. The Transaction may be terminated if it is not
consummated by March 13, 1997. The Partnership may
terminate the Transaction if the Partnership receives a more
favorable offer for the purchase of the Properties. In the
latter case, a termination fee of $209,950 (plus expenses up to
$15,000) shall be payable to the Buyer. A termination fee
would also be payable if Unitholder approval is not obtained
and a contract or letter of intent to sell the properties at a
price exceeding the Purchase Price is entered into within 180
days of the termination of the Contract of Sale. See "THE
CONTRACT OF SALE -- Conditions; Termination."
No Appraisal Rights ........................Unitholders do not have appraisal rights in connection with the
Transaction. See "NO APPRAISAL RIGHTS."
Certain Income Tax
Consequences and
Considerations............................For U.S. Federal income tax purposes, the Partnership will be
required to report a loss allocable to the Unitholders of
approximately $4.8 million in connection with the sale of the
Properties and the sale of certain undeveloped land. As a
result, each taxable Unitholder will recognize a loss of approx-
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5
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<TABLE>
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<S> <C>
imately $85 per Unit, and each tax-exempt Unitholder will
recognize a loss of approximately $95 per Unit. See "THE
TRANSACTION -- Certain Income Tax Consequences and
Considerations."
Accounting Treatment........................For financial reporting purposes, the Sale will be treated as a
sale of properties. See "THE TRANSACTION -- Accounting
Treatment."
Regulatory Matters..........................No Federal or State regulatory requirements must be complied
with or approvals obtained in connection with the Transactions.
ACTION BY CONSENT
Record Date; Units
Entitled to Consent.......................Unitholders of record at the close of business on September 1, 1996,
are entitled to execute an action by written consent. At such
date, there were 53,315 Units outstanding, each of which will
entitle the record owner thereof to one vote.
Purpose of the Action.......................Written consents are being solicited to approve (a) the sale of
the Properties, which comprise substantially all of the assets of
the Partnership (the "Sale"), other than certain undeveloped
land, and the sale of such undeveloped land on such terms and
conditions as the Managing General Partner may determine
and (b) the complete liquidation and dissolution of the Partnership
and the distribution of the assets of the Partnership in
accordance with the Partnership Agreement, other than such
assets as are set aside to provide for the payment of all liabilities
of the Partnership (the "Liquidation," and together with
the Sale and the sale of the undeveloped land, the "Transaction").
Votes Required..............................The approval of the Transaction will require the written
consent of Unitholders of record holding a majority of all
outstanding Units of the Partnership entitled to consent thereto.
Such approval will constitute the approval of the Partnership.
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6
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PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
SELECTED HISTORICAL FINANCIAL DATA
The following selected historical financial data for each of the years in
the five-year period ended September 30, 1995 and the nine months ended June 30,
1995 and 1996, has been derived from the Partnership's financial statements. The
selected financial data set forth below should be read in conjunction with the
financial statements and related notes thereto included in the Partnership's
Annual Report on Form 10-K for the fiscal year ended September 30, 1995 and the
unaudited financial statements and related notes thereto included in the
Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996,
copies of which are attached hereto.
<TABLE>
<CAPTION>
Nine Months ended
Year ended September 30, June 30,
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1995 1994 1993 1992 1991 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Rental income $ 1,953,727 $ 1,890,856 $ 1,834,820 $ 1,771,478 $ 1,634,725 $ 1,510,354 $ 1,461,017
Provision for loss on
impairment of assets $ 2,000,000 -- -- $ 2,745,000 -- -- --
Net income (loss) $(1,733,919) $ 237,617 $ 246,181 $(2,539,656) $ 127,320 $ 180,190 $ 203,508
Net income (loss) per
Unit $ (33.07) $ 3.40 $ 3.55 $ (47.88) $ 1.47 $ 2.92 $ 2.98
Total assets $12,742,033 $14,903,764 $15,281,959 $15,769,943 $19,244,097 $11,917,295 $14,661,337
Total limited partner
distributions $ 334,910 $ 601,756 $ 658,024 $ 867,615 $ 637,549 $ 1,200,839 $ 267,929
Limited partner
distributions paid
per Unit $ 6.25 $ 11.23 $ 12.28 $ 16.19 $ 11.84 $ 22.41 $ 5.00
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</TABLE>
7
<PAGE>
ACTION BY CONSENT
GENERAL
This Consent Statement is being furnished on behalf of the Partnership to
the holders of the limited partnership interests of the Partnership in
connection with the solicitation of consents by PB Properties, as Managing
General Partner of the Partnership.
This Consent Statement and accompanying form of Consent Card is first being
mailed to Unitholders on or about September 18, 1996.
MATTERS TO BE CONSIDERED
Consents are being solicited to approve a proposal involving the sale of
the Properties which comprise substantially all of the assets of the
Partnership, the sale of certain undeveloped land on such terms as the Managing
General Partner may determine, and the distribution of the assets (which
following the Sale and the sale of the undeveloped land will consist principally
of cash and cash equivalents) of the Partnership, other than such assets as are
set aside to provide for the payment of liabilities of the Partnership, and the
complete liquidation and dissolution of the Partnership.
RECOMMENDATIONS OF THE GENERAL PARTNERS
The General Partners have approved the sale of the Properties, the sale of
certain undeveloped land held by the Partnership on such terms and conditions as
the Managing General Partner may determine, and the complete liquidation and
dissolution of the Partnership and recommend that Unitholders consent to the
Transaction. See "THE TRANSACTION -- Background of the Sale of the Properties;
Recommendation of the General Partners."
ACTION BY CONSENT; RECORD DATE
The record date has been fixed as September 1, 1996 (the "Record Date") for
the determination of Unitholders entitled to consent with respect to the
Transaction. As of the close of business on the Record Date, there were 53,315
Units outstanding and entitled to consent, which Units were held by 3,269
Unitholders of record. Each Unitholder of record at the close of business on the
Record Date is entitled to consent on the Transaction and cast one vote for each
Unit held by returning a properly executed Consent Card.
The consent of Unitholders who are the record holders of a majority of all
outstanding Units entitled to vote thereon is required to approve the
Transaction. Under applicable law, in tabulating the vote for any matter,
abstentions and broker non-votes will have the same effect as votes against the
Transaction.
8
<PAGE>
CONSENTS
This Consent Statement is being furnished to Unitholders in connection with
the solicitation of consents by and on behalf of the Partnership.
Any consent given pursuant to this solicitation may be revoked by the
person giving it at any time before 10:00 a.m. New York time on Friday,
October 18, 1996 (unless the time for responses is extended), by sending a
written notice of such revocation to the Partnership's consent solicitor,
Morrow & Co., Inc., so that such notice arrives before such time. Any written
notice of revocation or subsequent consent should be sent to Morrow & Co.,
Inc., 909 Third Avenue, 20th Floor, New York, New York 10022.
Under applicable law and the Amended and Restated Certificate and Agreement
of Limited Partnership of the Partnership (the "Partnership Agreement") any
matter upon which the Unitholders are entitled to act may be submitted to the
Unitholders for a vote by written consent without a meeting.
The Partnership has retained Morrow & Co., Inc. to aid in the solicitation
of consents for a fee of approximately $3,500, plus expenses. In addition to
solicitation by use of the mails, officers, directors and employees of PB
Properties or its affiliates may solicit consents in person or by telephone,
telegram or other means of communication. Such officers, directors and employees
will not be additionally compensated, but may be reimbursed for reasonable
out-of-pocket expenses in connection with such solicitation. All costs and
expenses of this solicitation, including the cost of preparing and mailing this
Consent Statement, will be borne by the Partnership.
UNITHOLDERS SHOULD NOT SEND ANY UNIT CERTIFICATES WITH THEIR
CONSENT CARDS.
THE TRANSACTION
DESCRIPTION OF THE PARTNERSHIP
The Partnership was formed to acquire, develop, own and operate
self-storage and business center facilities. In December 1985, the Partnership
completed an offering through which it sold 53,315 Units, representing gross
proceeds to the Partnership of approximately $26.6 million. The Partnership will
terminate on December 31, 2050 unless terminated sooner under the provisions of
the Partnership Agreement.
The Partnership invested in and owns and operates the Properties, which
consist of seven improved properties, three of which are
office/showroom/warehouse complexes, three of which are mini-storage facilities,
and one of which is an office complex.
9
<PAGE>
Excepted from the Properties is a parcel of undeveloped land consisting of
approximately 18.7 acres of vacant land located at the southwest corner of
IH-35E and Wheatland Road in Dallas, Texas. The site has approximately 1,700
feet of frontage along the west side of the II-35E service road and
approximately 780 feet of frontage along the south side of Wheatland Road. The
property is zoned RR, Regional Retail. The property was appraised as of
September 30, 1995 at $375,000. In seeking to sell such undeveloped land, the
Managing General Partner makes no assurances as to its success in selling the
land or as to the purchase price therefor.
GENERAL PARTNERS OF THE PARTNERSHIP
The general partners of the Partnership are PB Properties, the Managing
General Partner, and George S. Watson and A. Starke Taylor, III, the Individual
General Partners (collectively, the "General Partners").
BACKGROUND OF THE SALE OF THE PROPERTIES
In late 1995, the General Partners of the Partnership considered seeking
bids for the Properties and the undeveloped land, and, assuming acceptable bids
were received, entering into agreements to sell the Properties subject to
limited partner approval, obtaining limited partner approval, and, after the
sale, liquidating the Partnership. At such time Messrs. Watson and Taylor
reiterated their view as had previously been expressed to the Managing General
Partner that Watson & Taylor Management, Inc. could achieve better results
managing the Properties than those achieved by the Buyer, leading to higher cash
flow for the Partnership. Therefore, Messrs. Watson and Taylor believed that it
would be in the best interests of the Partnership that management of the
Properties be transferred to their management company and, after results
improved, to then sell the Properties. The Managing General Partner did not
agree with these views and believed that, for the reasons stated in the next
paragraph, this was an excellent time to sell the Properties. The Managing
General Partner informed Watson and Taylor that it would not agree to transfer
management of the Properties to Watson & Taylor Management, Inc. Based on the
Managing General Partner's position, Watson and Taylor concluded that the best
interests of the Partnership would be served by proceeding with a sale of the
Properties if fair prices could be obtained.
The Partnership then retained Stanger to provide advice with respect to a
possible sale of the Properties and liquidation of the Partnership. Stanger
advised the General Partners that the market for the sale of self-storage
properties was favorable, based on, among other things, (i) strong performance
trends in the self-storage industry, (ii) bullish expectations among
self-storage buyers and investors, (iii) increasing economic viability of
self-storage development activity in many areas, and the consequent potential
future negative impact on occupancies and rental rates for existing facilities,
(iv) a very high level of availability of equity capital and currently deep pool
of buyers with budgeted acquisition capital targeting self-storage properties,
(v) re-emergence of lending activity and debt capital to the self-storage
market, (vi) favorable trends in acquisition parameters of major buyers and a
resulting increase in property values and (vii) increased ability to market
properties on favorable terms.
Accordingly, based in part on such information, as well as, (i) current
market conditions appearing favorable for a sale, (ii) the original business
plan for the Partnership
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being consistent with a sale at approximately such time and (iii) the General
Partners ability to evaluate bids before committing to a sale, the General
Partners determined to seek bids for the Properties.
On December 18, 1995, the Partnership, as well as Prudential-Bache/Watson &
Taylor, Ltd.-I, Prudential-Bache/Watson & Taylor, Ltd.-2 and
Prudential-Bache/Watson & Taylor, Ltd.-4 (three other partnerships formed by the
General Partners to invest primarily in similar properties) (the "Other
Partnerships") announced that they were soliciting bids for their properties,
invited interested parties to bid on any or all of the properties held by such
partnerships and announced that, if acceptable bids were received by a
partnership, the partnership would enter into agreements to sell the properties,
subject to the approval of its limited partners. If so approved, the partnership
would liquidate and distribute its net assets to its partners.
The Partnership then retained Stanger as its financial advisor. The
Partnership and its advisor contacted approximately 100 potential bidders
concerning the possible sale of the Properties, of whom approximately 35
returned executed confidentiality agreements, and were each sent an offering
package which contained business and financial information pertinent to the
Properties and the properties of the Other Partnerships.
The Partnership received thirteen bids to purchase some or all of the
Properties. The terms and conditions of each bid were reviewed based upon
certain factors which the Partnership had instructed bidders were especially
important. Such factors included, but were not limited to, price, certainty of
closing (including the definiteness of financing and financial capability of the
bidder), the existence of potential downward adjustments to the purchase price
in the bid as a result of due diligence or claims by the Buyer, including but
not limited to reductions in purchase price for any structural repairs, capital
costs and deferred maintenance items, and the absence of closing contingencies
of the sale relating to the purchase of assets of any of the Other Partnerships.
As a result of this review and discussions with bidders, the terms of
certain bids were modified. Among the bids reviewed was a bid from a private
company for the assets of the Partnership and all the assets of the Other
Partnerships in which the nominal amount of the offer allocated to the
Partnership's Properties exceeded the Buyer's offer. However, the bidder had not
visited the properties, indicated the bid was subject to potential reductions
following a due diligence physical review of the properties and a review by its
accountants of financial information related to the Properties, and subsequently
indicated that its bid was contingent on the acquisition of all the assets of
the Other Partnerships as well as the Partnership. In addition, the bidder
failed to provide sufficient evidence of its ability to finance the acquisition.
When informed that its offer for the properties of two of the Other Partnerships
would not be accepted, the bidder withdrew its bid for the Partnership's
Properties.
During the course of these reviews and discussions, the Buyer, which had
not previously submitted a bid for the Properties, submitted a bid for the
Properties, as well as bids for substantially all of the properties held by the
Other Partnerships.
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Each of these bids was conditioned on the acceptance of the Buyer's other
bids. The Partnership negotiated with the Buyer regarding price separately from
the Other Partnerships. Each partnership insisted that the price offered for its
properties by the Buyer be higher than any other bona fide bid received by such
partnership. In addition, each partnership insisted that the price to be paid
for its properties not be affected by the price to be paid for the properties of
any other partnership. Each partnership also insisted that, once signed, the
contract with it not be conditioned on the contract entered into by any other
partnership, and that the termination of one contract would not have any affect
on any other contract. The Contract of Sale is not conditioned on any contract
with any Other Partnership, consistent with the original guidelines provided to
bidders. The Buyer's proposal was the most favorable received for the
Properties.
The Buyer is an equity real estate investment trust ("REIT") organized as a
corporation under the laws of the State of California. The Buyer is a fully
integrated, self-administered and self-managed REIT that acquires, develops,
owns and operates self-service mini-warehouse facilities. The Buyer is the
largest owner and operator of mini-warehouses in the United States. The offices
of the Buyer are located at 701 Western Avenue, Glendale, CA 91203 and its
telephone number is (818) 244-8080.
The Buyer (or a predecessor) has been the manager of the day-to-day
operations of the Properties, as well as certain properties held by the Other
Partnerships, since 1988.
The Buyer has entered into contracts with the Other Partnerships under
which each of the Other Partnerships would sell its properties to the Buyer
(other than, in certain cases, undeveloped land owned by such partnerships).
RECOMMENDATIONS OF THE GENERAL PARTNERS
The General Partners of the Partnership, believe that the Sale is fair and
reasonable to the Unitholders, and recommend that the Unitholders approve the
Transaction. In arriving at their determination, the General Partners considered
each of the factors discussed below:
(i) Their belief that current market conditions are favorable for the sale
of the Properties.
(ii) The timing of the Sale is consistent with the anticipated holding
period for Units set forth in the initial offering.
(iii) The Sale and liquidation provides liquidity to Unitholders.
(iv) The price and terms agreed to by the Buyer are the result of a
competitive bidding process and are the most favorable available to
the Partnership, based upon the bidding process described above under
"--Background of the Sale of the Properties."
(v) The purchase price exceeds the aggregate appraised value of the
Properties, as determined by Cushman & Wakefield, an independent,
third-party appraisal firm. (see "--Fairness Opinion and Appraisals").
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(vi) The fairness opinion of Stanger that the consideration to be received
in the Sale is fair from a financial point of view to the Partnership,
described below under "--Fairness Opinion and Appraisals."
(vii) The terms and conditions of the Contract of Sale, as described under
"THE CONTRACT OF SALE." In particular, the fact that the Buyer's
obligations are not subject to obtaining financing. If the Buyer were
to terminate its obligations, it would forfeit the $828,750
Downpayment. Further, the Contract of Sale limits claims that the
Buyer can make against the Partnership. Finally, the Contract of Sale
can be terminated by the Partnership if the Partnership receives and
accepts an unsolicited better offer for the Properties, although the
Partnership would then be obligated to return the Downpayment and pay
an additional $209,950 (plus expenses up to $15,000) to the Buyer. A
termination fee would also be payable if Unitholder approval is not
obtained and a contract or letter of intent to sell the properties at
a price exceeding the Purchase Price is entered into within 180 days
of the termination of the Contract of Sale.
Unitholders should be aware that, if the Sale is consummated, the
Partnership would not receive the benefits of any potential increases in cash
flow or values of the Properties following the Sale.
The General Partners found it impracticable to, and therefore did not,
quantify or otherwise assign specific or relative weights to the above factors
in its consideration of the Contract of Sale, and instead, considered the
various above factors in their totality.
FAIRNESS OPINION AND APPRAISALS
Fairness Opinion from Stanger
Stanger was engaged by PB Properties on behalf of the Partnership, in its
capacity as Managing General Partner of the Partnership, to provide financial
advisory services and to render an opinion as to the fairness to the Partnership
from a financial point of view of the consideration to be received in the Sale.
The full text of the Opinion, which contains descriptions of the assumptions and
qualifications made, matters considered and limitations on the review and
opinion, is set forth in Annex B to this Proxy Statement and should be read in
its entirety. Certain of the material assumptions, qualifications and
limitations to the fairness opinion are set forth below. The summary set forth
below does not purport to be a complete description of the analysis used by
Stanger in rendering the fairness opinion. Arriving at a fairness opinion is a
complex analytical process not necessarily susceptible to partial analysis or
amenable to summary description.
In connection with its analysis, Stanger made certain assumptions,
described more fully below, which the Partnership advised Stanger it would be
reasonable to make. The Partnership imposed no conditions or limitations on the
scope of Stanger's investigation or with respect to the methods and procedures
to be followed in rendering the fairness opinion. The Partnership has agreed to
indemnify Stanger against certain liabilities arising out of its
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engagement to render financial advisory services and to prepare and deliver the
fairness opinion.
EXPERIENCE OF STANGER - Stanger, founded in 1978, has provided information,
research, investment banking and consulting services to clients throughout the
United States, including major New York Stock Exchange firms and insurance
companies and over 70 companies engaged in the management and operation of
partnerships and real estate investment trusts. The investment banking
activities of Stanger include financial advisory services, asset and securities
valuations, asset sale transaction structuring and negotiation, industry and
company research and analysis, litigation support and expert witness services,
and due diligence investigations in connection with both publicly registered and
privately placed securities transactions.
Stanger, as part of its investment banking business, is regularly engaged
in the valuation of businesses and their securities in connection with mergers,
acquisitions, reorganizations and for estate, tax, corporate and other purposes.
In particular, Stanger's valuation practice principally involves partnerships,
partnership securities and the assets typically owned through partnerships
including, but not limited to, real estate, oil and gas reserves, cable
television systems and equipment leasing assets.
SUMMARY OF MATERIALS CONSIDERED - In the course of Stanger's analysis to
render its opinion regarding the Sale, Stanger: (i) reviewed the Contract of
Sale and this Consent Statement, (ii) reviewed the Partnership's Annual Reports
on Form 10-K for the years ending September 30, 1993, 1994 and 1995 and the
Partnership's Quarterly Reports on Form 10-Q for the quarters ended December 31,
1995, March 31, 1996 and June 30, 1996, (iii) reviewed the Appraisals of the
Properties prepared by Cushman & Wakefield ("Cushman & Wakefield"), an
independent appraisal firm, as of September 30, 1995, (iv) reviewed summary
historical operating statements for each of the Properties for 1995 and the
first six months of 1996 and budgets for 1996, (v) performed site inspections of
each of the Properties owned by the Partnership, (vi) reviewed information
regarding purchases and sales of self-storage/office-warehouse properties and
other information relating to acquisition criteria for
self-storage/office-warehouse properties, (vii) discussed with management of the
Partnership conditions in self-storage/office-warehouse property markets,
conditions in the market for sales/acquisitions of properties similar to those
owned by the Partnership, current and projected operations and performance, and
the financial condition of the Partnership and (viii) conducted such other
studies, analyses, inquiries and investigations as Stanger deemed appropriate.
SUMMARY OF ANALYSIS - The following is a summary of certain reviews
conducted by Stanger in connection with and in support of its fairness opinion.
The summary of the Opinion and analysis of Stanger set forth in this Proxy is
qualified in its entirety by reference to the full text of such Opinion.
Review of Method of Sale. Stanger observed that the portfolio of Properties
owned by the Partnership was offered for sale pursuant to a competitive bidding
process. Potential purchasers were identified based on a review of certain real
estate industry publications, a review of publicly traded real estate investment
trusts, and industry contacts. Prospective buyers were identified based on such
factors as type of properties owned or managed,
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geographical location of current portfolio, and disclosed acquisition
objectives. Based on this process, approximately 100 prospective purchasers were
identified and contacted regarding their interest in the Properties.
A confidential memorandum describing each Property was prepared, which
included a physical description, photographs, available site plans, location
maps, market area demographics, unit configuration, gross potential income,
historical physical occupancy, and a summary of financial information. As a
result of the process described above, 35 confidential memorandums were
distributed to prospective buyers after receipt of confidentiality agreements.
Thirteen bidders submitted proposals to purchase some or all of the Properties
of the Partnership. Bids were evaluated both on an individual property basis and
on a portfolio basis.
Review of Appraisals and Purchase Price - In preparing its opinion, Stanger
relied in part upon the Appraisals of the Partnership's portfolio of properties
which were prepared as of September 30, 1995 by Cushman & Wakefield. Stanger
observed the Appraisals were certified by a Member of the Appraisal Institute
and were conducted utilizing the income approach and the sales comparison
approach to establish value. In addition, Stanger observed that in the course of
conducting the Appraisals, Cushman & Wakefield collected and analyzed local
market data, including but not limited to, rental rates at competing properties
and capitalization rates and/or prices per unit or square foot paid in actual
sales transactions involving similar type properties in the general market area
of each Property. Stanger observed the aggregate appraised value of the
Properties owned by the Partnership and to be sold to the Buyer was $10,425,000.
Stanger observed that the Purchase Price is $11,050,000 and that such
amount is $625,000 greater than the appraised value of $10,425,000 based on
independent appraisals prepared by Cushman & Wakefield as of September 30, 1995.
The Purchase Price, at $11,050,000, thus represents a 6% premium to the sum of
the appraised values.
CONCLUSIONS - Based on the foregoing, Stanger concluded that, based upon
its analysis and assumptions, and as of the date of the fairness opinion, the
consideration to be received in the Sale is fair to the Partnership from a
financial point of view.
ASSUMPTIONS - In evaluating the Sale, Stanger relied upon and assumed,
without independent verification, the accuracy and completeness of all financial
and other information contained in the Consent Statement or that was furnished
or otherwise communicated to Stanger. Stanger did not perform an independent
appraisal of the assets and liabilities of the Partnership and relied upon and
assumed the accuracy of the Appraisals. Stanger also relied on the assurances of
the Managing General Partner that any financial statements, projections,
budgets, or value estimates contained in the Consent Statement or otherwise
provided to Stanger were reasonably prepared on a basis consistent with actual
historical experience and reflecting the best currently available estimates and
good faith judgments; that no material changes have occurred in the appraised
value of the portfolio or the information reviewed between the date of the
Appraisals or the date of other information provided and the date of the
opinion; and that the Managing General Partner is not aware of any information
or facts that would cause the information supplied to Stanger to be incomplete
or misleading in any material respect.
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In connection with preparing the fairness opinion, Stanger was not engaged
to, and consequently did not, prepare any written report or compendium of its
analysis for internal or external use beyond the analysis set forth in Annex B.
Stanger does not intend to deliver any additional written summary of the
analysis.
COMPENSATION; PRIOR RELATIONSHIPS - For rendering financial advisory
services with respect to the sale of the Partnership's portfolio and preparing
the fairness opinion in connection with the Sale, Stanger is being paid a fee of
$202,600 by the Partnership, a substantial portion of which is contingent upon
the closing of the Sale. Stanger will also receive fees from the Other
Partnerships totalling $928,800 for financial advisory services and preparing
fairness opinions in connection with the sale of their assets. In addition,
Stanger will be reimbursed for certain out-of-pocket expenses, including legal
fees, and will be indemnified against certain liabilities including certain
liabilities under the Federal securities laws. During the past two years,
Stanger has rendered certain consulting services to the Partnership and its
affiliates and the Other Partnerships, for which it has received customary
compensation aggregating $262,918. Stanger has also rendered financial advisory
services to REIT affiliates of the Buyer during the past two years, for which it
has received customary compensation aggregating $334,086.
LIMITATIONS AND QUALIFICATIONS - Stanger was not requested to, and
therefore did not: (i) select the method of determining the consideration
offered in the Sale, (ii) make any recommendation to Limited Partners whether to
approve or reject the Sale or (iii) express any opinion as to the business
decision to effect the Sale, alternatives to the Sale or tax factors resulting
from the Sale. Stanger's opinion is based on business, economic, real estate and
securities markets, and other conditions as of the date of its analysis. Events
occurring after that date may materially affect the assumptions used in
preparing the Opinion. See "-Background of the Sale of the Properties."
Among the factors considered in its selection were Stanger's experience in
connection with self-storage assets and mergers, acquisitions and
reorganizations of real estate partnerships and its expertise in real estate
valuations and transactions.
CUSHMAN & WAKEFIELD APPRAISAL REPORTS
Various subsidiaries of Cushman & Wakefield, Inc. completed individual
appraisal reports on each Property as of September 30, 1995. Property
inspections were conducted and included discussions with on-site managers.
Appraisers also conducted market research regarding local and regional economic
conditions, competitive self-storage/office warehouse/office showroom properties
(existing and potential) and recent comparable sales transactions. The sum of
the individual appraised values of the Properties in the reports was
$10,425,000.
In each appraisal, Cushman & Wakefield used the Sales Comparison Approach
and the Income Approach to develop a market value estimate for each Property.
The Cost Approach was not used due to the difficulty in quantifying the various
forms of obsolescence, and, in addition, because it is generally recognized that
market participants do not rely on the Cost Approach in making their investment
decisions.
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SALES COMPARISON APPROACH. Cushman & Wakefield utilized the Sales
Comparison Approach as one of two methods to estimate the market value of each
Property. The basic steps involved in the Sale Comparison Approach are: (i)
research recent, relevant property sales and current offerings throughout the
competitive area; (ii) select and analyze those properties considered most
similar to the property appraised considering changes in economic conditions
that may have occurred between the sale date and the date of value, and other
physical, functional or locational factors; (iii) identify sales which include
favorable financing and calculate the cash equivalent price; (iv) reduce the
sale prices to common units of comparison such as the price per square foot of
building area, and the effective gross income multiplier; (v) make appropriate
comparative adjustments to the prices of the comparable properties to relate
them to the property being appraised; and (vi) interpret the adjusted sales data
and draw a logical value conclusion.
For each of the seven appraisals which utilized the Sales Comparison
Approach, the sales prices inherent in the comparable sales transactions were
reduced to those common units of comparison used by buyers and sellers to
analyze improved properties. The two primary units of comparison developed by
Cushman & Wakefield were the sales price per square foot and the effective gross
income multiplier (EGIM) methods of analysis.
INCOME APPROACH. Cushman & Wakefield also employed the Income Approach in
developing a market value estimate for each property. In utilizing the Income
Approach, Cushman & Wakefield developed an unleveraged discounted cash flow
analysis for each property based upon an eleven year cash flow forecast
inclusive of the estimated proceeds from a hypothetical sale at the end of the
tenth year. The estimated proceeds from the hypothetical sale at the end of the
ten year holding period were based upon the eleventh year's net operating income
from the property.
The basis for the growth rates which were applied to the revenues and
expenses of the properties in the portfolio included the following
considerations: Cushman & Wakefield's analysis of the historical operating
performance of the properties; Cushman & Wakefield's internal database of
revenues and operating expenses for other comparable properties; and Cushman &
Wakefield's analysis of the probable market conditions which would affect the
revenues and operating expenses for each of the properties.
The basis for the discount rate utilized by Cushman & Wakefield includes
the following: Cushman & Wakefield's internal database for comparable
properties; Cushman & Wakefield's regular, periodic survey of more than 20
institutional owners of properties; and publicly available, published real
estate industry statistics.
Cushman & Wakefield is a commercial real estate company which provides a
broad array of services to its domestic and international clients. Cushman &
Wakefield and affiliates have offices nationwide covering most of the major real
estate markets, and its business activities include commercial leasing, tenant
representations, appraisals and valuations, feasibility studies, sales and
financings of income-producing properties, real estate advisory and consulting
services, property management and market research. Cushman & Wakefield has, from
time to time, provided services to PB Properties and its affiliates, and may do
so in the future. As compensation for its services in connection with the
appraisals,
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the Partnership paid the various Cushman & Wakefield companies which prepared
the reports fees totalling $32,000 and reimbursed them for their out-of-pocket
expenses.
An appraisal is only an estimate of value, as to the specific date stated
in the appraisal, and is subject to the assumptions and limiting conditions
stated in the report. As an opinion, it is not a measure of realizable value and
may not reflect the amount which would be received if the property was sold.
Reference should be made to the entire appraisal report. Copies may be obtained
at the reasonable cost of document reproduction upon written request to
Prudential-Bache/Watson & Taylor, Ltd.-3, Property Appraisals, One Seaport
Plaza, New York, New York 10292-0116.
CERTAIN INCOME TAX CONSEQUENCES AND CONSIDERATIONS
General
The following discussion summarizes the general estimated Federal income
tax consequences arising from the consummation of the Sale and provides a
general overview of certain State income tax considerations. This summary is not
intended to and should not be considered an opinion respecting the Federal or
State income tax consequences to a particular Unitholder. Due to the complexity
of the tax issues involved, Unitholders are urged to consult with their personal
tax advisors regarding their individual circumstances and the tax reporting
consequences of the transaction.
Based upon the description of the Sale and the sale of certain undeveloped
land contained in this Consent Statement, and assuming the Sale and the sale of
the undeveloped land are consummated on September 30, 1996, the Partnership's
independent accountants have advised the Partnership that THE SALE AND THE SALE
OF THE UNDEVELOPED LAND WILL RESULT IN A TOTAL LOSS ALLOCABLE TO THE UNITHOLDERS
FOR FEDERAL INCOME TAX PURPOSES IN 1996 OF APPROXIMATELY $4.8 MILLION OR AN
AVERAGE OF APPROXIMATELY $85 PER UNIT FOR A TAXABLE UNITHOLDER AND AN AVERAGE OF
APPROXIMATELY $95 PER UNIT FOR A TAX-EXEMPT UNITHOLDER. (All per Unit
calculations for Federal income tax purposes were based upon 53,585 Units which
included the "equivalent units" held by the Individual General Partners.)
Approximately $2.2 million of such loss (or an average of approximately $39 per
Unit for a taxable Unitholder and an average of approximately $43 per Unit for a
tax-exempt Unitholder) will represent Section 1231 Loss (defined below) and
approximately $2.6 million (or an average of approximately $46 per Unit for a
taxable Unitholder and an average of approximately $52 per Unit for a tax-exempt
Unitholder) will represent capital loss. However, due to varying admission dates
and the operation of the Partnership Agreement, the actual amount of recognized
loss that is allocated to a Unit will depend upon a Unitholder's admission date.
The summary is based upon the Internal Revenue Code of 1986, as amended
(the "Code"); existing final, temporary and proposed Treasury regulations
thereunder (the "Regulations" or "Treas. Reg. ss."); published rulings and
practices of the Internal Revenue Service (the "IRS"); and court decisions, each
as currently in effect. There can be no assurance that the IRS will agree with
the conclusions herein or that future legislation or adminis-
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trative changes or court decisions will not significantly modify the Federal
income tax law regarding the matters described herein, potentially with
retroactive effect.
This summary does not discuss all the Federal income tax aspects of the
Transaction that may be relevant and material to a particular Unitholder in
light of the Unitholder's personal circumstances, or to certain types of
Unitholders subject to special treatment. For example, insurance companies,
subchapter S corporations, partnerships, pension and profit-sharing plans,
tax-exempt organizations, non-U.S. taxpayers and others may be subject to
special rules not discussed below.
Partnership Status
Under current law, a "partnership" is not a taxable entity and incurs no
Federal income tax liability. Instead, each partner is required to take into
account in computing their own income tax liability their own allocable share of
the partnership's items of income, gain, loss, deduction and credit (hereinafter
referred to as "income or loss"). The distribution of cash attributable to
partnership income is generally not a separate taxable event. This tax
treatment, however, depends entirely upon the Partnership's classification as a
"partnership" (rather than an "association taxable as a corporation") for
Federal income tax purposes. This summary assumes, and PB Properties believes,
that the Partnership has been and will continue to be properly classified as a
"partnership" for Federal income tax purposes, but no assurance can be given to
Limited Partners that this will continue to be true and no opinion of counsel or
of the Partnership's independent accountants or ruling from the IRS is currently
being sought with respect to this partnership status issue.
Federal Income Tax Consequences
A sale of the Properties would have certain tax implications to the
Unitholders that should be considered.
Based on its terms, the Sale and the sale of the undeveloped land will
result in the Partnership's recognition of a loss for Federal income tax
purposes, which in turn will cause the Partnership's partners to be allocated
such loss.
The potential tax consequences to the Unitholders, assuming the Sale and
the sale of the undeveloped land are consummated on September 30, 1996, are
discussed below.
Generally, the sale or other disposition of a property for an "amount
realized" which is less than the "adjusted basis" of such property will result
in the recognition of taxable loss by the taxpayer. The amount realized is
ordinarily the selling price reduced by the expenses of sale. The "adjusted
basis" of property is its cost (including nondeductible capital expenditures
made by the taxpayer at the time of purchase) or other basis in the hands of the
taxpayer with certain additions or subtractions for expenditures, transaction
costs or recoveries of capital during the period of time from acquisition of the
property until the sale or other disposition. To determine the gain or loss on
the sale or other disposition of property the initial cost basis must be (i)
adjusted upward or increased to include the cost of expenditures for capital
expenditures such as improvements, betterments, commissions and
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other nondeductible charges; and (ii) adjusted downward or decreased by (a)
items that represent a return of capital and (b) depreciation and amortization.
Under Section 1231 of the Code (which deals with gains and losses from the
sale or exchange of business property), to the extent that a taxpayer's Section
1231 Gains for any taxable year from all sources exceed such taxpayer's Section
1231 Losses (defined below) from all sources for the year, subject to certain
exceptions (such as depreciation recapture discussed below), such net Section
1231 Gain (subject to the 5-year rule stated below) shall be treated as a
long-term capital gain. However, Section 1231 Gain shall be treated as ordinary
income to the extent of prior Section 1231 Losses from any source that were
treated as ordinary in any of the previous five years. Section 1231 Gains are
those gains arising from the sale or exchange of "Section 1231 Property" which
means (i) depreciable assets used in a trade or business, or (ii) real property
used in a trade or business, which are held for more than one year. Conversely,
Section 1231 Losses are those losses arising from the sale or exchange of
Section 1231 Property. If Section 1231 Losses exceed Section 1231 Gains, such
losses would be treated as ordinary losses.
Under Sections 1245 and 1250 of the Code (which deal with depreciation
recapture), a portion of the amount allowed as depreciation expense with respect
to Section 1231 Property may be "recaptured" as ordinary income upon sale or
other disposition of personal or real property rather than as long-term capital
gains ("Section 1245 Gain" and "Section 1250 Gain" respectively). Sections 1245
and 1250 Gains are taxed at the marginal ordinary income tax rate of the
taxpayer as opposed to the 28% individual capital gains rate. The Partnership
will have minimal, if any, Section 1245 Gain and Section 1250 Gain as a result
of the Sale.
Under Section 702(a)(3) of the Code (which generally deals with the "pass
through" tax items from a partnership to its partners), a partnership is
required to separately state, and the partners are required to account
separately, for their distributive share of all gains and losses. Accordingly,
with the Sale and the sale of the undeveloped land now expected to be
consummated on September 30, 1996, each Unitholder's allocable share of Section
1245 Gain, Section 1250 Gain, Section 1231 Loss, capital loss, and Partnership
net taxable income or loss will be reflected on their own Schedule K-1
for the partnership year ended September 30, 1997.
Net long-term capital gains of individuals, trusts and estates will be
taxed at a maximum rate of 28%, while ordinary income (such as Section 1245 gain
or Section 1250 gain) will be taxed at a maximum rate depending upon that
Unitholder's taxable income, of up to 39.6%. With respect to net capital losses,
the amount of net long-term capital loss that can be utilized to offset ordinary
income will be limited to the sum of net capital gains from other sources
recognized by the Unitholder during the tax year, plus $3,000 ($1,500 in the
case of a married individual filing a separate return). The excess amount of
such net long-term capital loss may be carried forward and utilized in
subsequent years subject to the same limitations. A corporate Unitholder cannot
deduct net capital losses (i.e., it can only deduct a capital loss to the extent
of its capital gains). A corporation can carry back a capital loss to each of
the three preceding tax years and can carry the loss forward for five years
subject to the same limitations.
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While the issue is not free from doubt, the IRS, pursuant to Section 291(a)
of the Code (which generally causes additional depreciation recapture for
corporate taxpayers), would likely require a corporate Unitholder to treat 20%
of the portion of the gain on the Sale allocated to such corporate Unitholder
that would otherwise be Section 1231 Gain as ordinary income to the extent of
depreciation claimed with respect to real property, and the following discussion
and estimates assume such treatment. The total potential amount of Section
291(a) ordinary income recharacterization for a corporate Unitholder is minimal,
if any.
A Unitholder's allocable share of any Partnership loss realized on the sale
of its properties (other than capital loss from the sale of investment
properties) will be subject to the passive activity loss rules. Please consult
your tax advisor regarding the effect that the passive activity loss rules will
have upon your tax situation.
The Partnership expects to make distributions from the Sale proceeds. See
"Market Prices and Distributions--Distributions." This distribution will first
reduce a Unitholder's Federal income tax basis in their own Unit, and, to the
extent the amount of the distribution is in excess of that basis, such excess
will be taxed as a long-term or short-term capital gain, depending on a
Unitholder's holding period. If upon the subsequent termination of the
Partnership a Unitholder has a basis remaining for their own Unit, the amount of
such remaining basis will give rise, in the year of the termination, to a
long-term or short-term capital loss, depending on a Unitholder's holding
period. Such capital loss can be used to offset (i) net Section 1231 Gains that
have not been otherwise recharacterized as ordinary income, and (ii) net capital
gains from all other sources that are recognized in the year of Sale.
Actual gain or loss amounts may vary from the foregoing estimates. The
foregoing estimate does not take into account the effects, if any, of any costs
associated with Environmental Defects or Title Defects. See "THE CONTRACT OF
SALE--Title and Environmental Defects." The foregoing estimate was prepared
assuming a September 30, 1996 closing, although a later closing in 1996 is not
expected to result in material differences.
Certain State Income Tax Considerations
Because each State's tax law varies, it is impossible to predict the tax
consequences to the Unitholders in all the State tax jurisdictions in which they
may be subject to tax. Accordingly, the following is a general summary of
certain common (but not necessarily uniform) principles of State income
taxation. Unitholder's should consult their own tax advisors regarding the State
income tax consequences of the Transaction.
State tax consequences to each Unitholder will depend upon the provisions
of the State tax laws to which the Unitholder is subject. The Partnership will
generally be treated as engaged in business in each of the States in which the
Properties are located, and the Unitholders would generally be treated as doing
business in such States and therefore subject to tax in such State. Most States
modify or adjust the taxpayer's Federal taxable income to arrive at the amount
of income potentially subject to State tax. Resident individuals generally pay
State tax on 100 percent of such State-modified income, while corporations and
other taxpayers generally pay State tax only on that portion of State-modified
income assigned to the taxing State under the State's own apportionment and
allocation rules.
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Other
The discussions set forth above are only a summary of the material Federal
income tax consequences of the Transaction to the Unitholders and of certain
State income tax considerations. They do not address all potential tax
consequences that may be applicable to a Unitholder, and may not be applicable
to certain categories of Unitholders, such as nonUnited States persons,
tax-exempt entities or financial institutions. It also does not address the
State, local or foreign tax consequences of the Transaction. ACCORDINGLY,
UNITHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC INCOME
TAX CONSEQUENCES OF THE TRANSACTION TO THEM, INCLUDING THE APPLICABILITY AND
EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
ACCOUNTING TREATMENT
For financial reporting purposes, the transaction will be treated as a sale
of properties and the gain from the sale will be recorded in the Partnership's
Statement of Operations, reduced by all expenses of sale, including appraisals,
fairness opinion and other professional fees and transfer taxes. Under generally
accepted accounting principles, the Partnership would incur a gain of
approximately $100,000 on the Sale and the sale of the undeveloped land.
REASON FOR OBTAINING UNITHOLDER APPROVAL
Pursuant to the Partnership Agreement, the sale of all or substantially all
of the Partnership's assets must be approved by holders of a majority of the
outstanding Units.
THE CONTRACT OF SALE
The following is a summary of the material terms of the Contract of Sale.
This summary does not purport to be complete and reference is made to the
Contract of Sale, which is attached to this Consent Statement as Annex A and is
incorporated herein by reference. Defined terms used but not defined herein have
the same meaning as in the Contract of Sale.
THE SALE
The Partnership has entered into the Contract of Sale with the Buyer
pursuant to which it has agreed to sell the Properties to the Buyer for a
purchase price of $11,050,000. The Buyer has made a downpayment of $828,750 (the
"Downpayment"), which is being held by the Escrow Agent. The Contract of Sale
provides that upon the terms and subject to the conditions of the Contract of
Sale, the Closing shall take place three business days following satisfaction of
the conditions to the Closing.
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TITLE AND ENVIRONMENTAL DEFECTS
The Contract of Sale provides that the Buyer may, within 20 days of
delivery of certain title reports and related documents with respect to the
Properties, deliver to the Partnership written notice setting forth its
objections to any matters encumbering title to the Properties other than the
Permitted Exceptions (generally, immaterial title defects) (collectively "Title
Defects") and within the time frames set forth below, any Environmental Defects
(generally, hazardous materials located in, on or under any of the Properties in
violation of environmental laws). The Title Defects and the Environmental
Defects are sometimes referred to herein as, the "Defects." With respect to
Title Defects the Partnership shall have the option to (i) cure any or all of
the Title Defects prior to Closing, (ii) remove such Property from the
transaction and adjust the Purchase Price by the allocated value of the affected
Property, (iii) grant the Buyer a credit against the Purchase Price equal to the
cost to cure such Title Defects or (iv) terminate the Contract of Sale, in which
latter event, provided that the Buyer is not in default, the Downpayment,
together with any interest thereon, shall be returned to the Buyer. With respect
to any Environmental Defect, the Partnership shall have the option to (i) cure
any or all of the Environmental Defects prior to Closing or (ii) grant the Buyer
a credit against the Purchase Price equal to the cost to cure such Environmental
Defects. If the cost to correct any Environmental Defect exceeds 10% of the
allocated value of the affected Property, the Partnership shall have the option
to remove such affected Property from the transaction and adjust the Purchase
Price by such allocated value.
The Contract of Sale provides that (i) the Partnership shall have the right
to adjourn the Closing Date for such reasonable period, not to exceed sixty
days, as shall be necessary to cure any such Defect and (ii) the Partnership
shall have the right, subject to the terms and conditions hereof, to cause the
Closing to take place with respect to the other Properties and then to cause the
Closing to take place with respect to the affected Property within such
reasonable period, not to exceed thirty days, as shall be necessary to cure any
such Defect.
In order to establish an Environmental Defect, the Buyer shall be required
to deliver to the Partnership on or prior to 10 days after (i) the Buyer's
receipt of the Phase I environmental site assessment for each Property or (ii)
if applicable, the Buyer's receipt of a final Phase II environmental assessment
for any Property, a report reasonably detailing any Environmental Defect. The
Buyer and the Partnership have agreed to make reasonable efforts to agree as to
the existence of and the cost to cure any Environmental Defect. If the Buyer and
the Partnership do not agree on the foregoing within 15 days after the
Partnership's receipt of the Buyer's notice described above, then the parties
shall submit the matter to binding arbitration.
Other than the aforementioned Title and Environmental Defects, the Contract
of Sale calls for the sale of the Properties in an "As Is, Where Is" condition,
with no further adjustment to the purchase price for structural and deferred
maintenance items, if any, or other factors relating to the physical condition
of the Properties, subject to the Casualty and Condemnation provisions discussed
below.
The Buyer has requested that the Partnership provide it with certain
information and perform certain additional testing regrading environmental
matters with respect to certain Properties so that the Buyer can determine
whether there are any Environmental Defects with respect to such Properties.
Based upon, among other things, reports produced by, and discussions with, the
Partnership's environmental consultant, the Managing General Partner does not
anticipate that there are any material Environmental Defects with respect to
these Properties, although there can be no assurances in this regard.
The Buyer has raised certain objections regarding title or survey issues
with respect to the Properties. Based upon, among other things, review of title
commitments with respect to the Properties, the Managing General Partner does
not anticipate that these objections will have any material effect on the
Partnership's ability to sell the Properties to the Buyer or on the purchase
price to be received, although there can be no assurances in this regard.
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CLOSING CONDITIONS
The obligations of each party to close under the Contract of Sale are
subject to (i) the approval of the Sale by the holders of a majority of the
Units, (ii) there being no law or court order preventing the Sale or any
litigation by a governmental entity seeking to prevent the Sale, (iii) the
representations and warranties of the other party being true and correct in all
material respects and (iv) the other party having performed, in all material
respects, its covenants in the Contract of Sale.
REMEDIES
If the Buyer shall elect to proceed with the performance of the Contract of
Sale notwithstanding the failure to be satisfied of any conditions to the
Closing, the Buyer shall be deemed to have waived the requirement that those
conditions be satisfied. The Buyer's sole recourse for the Partnership's failure
to consummate the Closing in accordance with the terms of the Contract of Sale
shall be, at the Buyer's option, (i) if appropriate, to sue for specific
performance, or (ii) to terminate the Contract of Sale and receive a
"Termination Fee" in an amount equal to the Buyer's reasonable out of pocket
attorneys' fees for outside counsel incurred by the Buyer in connection with the
transactions contemplated by the Contract of Sale but in no event to exceed
$15,000, which Termination Fee shall be in addition to the return of the
Downpayment plus all accrued interest thereon and, if the Partnership executes a
contract or letter of intent to sell the Properties within 180 days from
termination of the Contract of Sale, to receive an amount equal to 1.9% of the
purchase price as liquidated damages. In the event that the Managing General
Partner of the Partnership does not recommend or withdraws its recommendation to
the limited partners of the Partnership to vote to grant the Partnership Consent
for any reason other than as is required by its fiduciary obligations to the
Partnership due to a change in circumstances after the date of the Contract of
Sale, the Partnership shall pay to the Buyer an amount equal to 1.9% of the
Purchase Price (plus the Buyer's expenses, not to exceed $15,000) as liquidated
damages, together with a refund of the Downpayment, and the Partnership shall
have no further obligation to the Buyer whatsoever.
If the Buyer shall be unable or unwilling to consummate the Closing in
violation of the terms of the Contract of Sale, the Partnership shall have the
right (i) to terminate the Contract of Sale and retain the Downpayment and
interest thereon as liquidated and agreed upon damages, and neither the
Partnership nor the Buyer shall have any further rights or obligations
hereunder.
The Contract of Sale further provides that except as expressly set forth
therein, none of the representations and warranties contained in the Contract
shall survive the Closing.
COVENANTS
The Contract of Sale provides that the Partnership will not initiate,
solicit, negotiate with or provide information to any person (other than the
Buyer) concerning any merger, sale of substantial assets out of the ordinary
course of business or similar transaction involving the Properties to be sold to
the Buyer, provided that the Partnership may negotiate
24
<PAGE>
with or furnish information to a third party if the Managing General Partner of
the Partnership determines, in its sole discretion, that its fiduciary duties
require it to take such actions.
The Contract of Sale also provides that the Partnership shall operate the
Properties in the ordinary and usual course, consistent with past practice.
The Contract of Sale further provides that each party thereto will use all
reasonable efforts to perform all acts required to consummate the transactions
contemplated thereby as promptly as practicable.
CERTAIN EXPENSES
The Contract of Sale provides that the Partnership shall pay for (a) the
cost of any Surveys, the premium for any title insurance and any other costs of
closing and (b) transfer taxes, documentary stamp taxes, recording charges and
other taxes or charges imposed by any governmental entity in connection with the
transfer of the Properties. The Contract of Sale also provides that the
Partnership shall deliver to the Buyer at the Partnership's sole cost and
expense any (i) Phase I environmental site assessments, (ii) Phase II
environmental assessments of the Properties, (iii) other Phase II environmental
assessments which are reasonably required by the Phase I environmental site
assessments to be conducted at the Properties. Each of the parties shall
otherwise pay for any and all other costs which it may incur in connection with
the Contract of Sale.
CASUALTY AND CONDEMNATION
The Contract of Sale provides that if, prior to the Closing Date, any of
the Properties is damaged due to a casualty (a "Casualty") and the cost of
repairing such damage, in accordance with the Partnership's insurance claims, is
less than $100,000, then the Partnership shall repair such Casualty prior to the
Closing Date or assign to the Buyer the proceeds of the Partnership's policy of
casualty insurance and pay to the Buyer the amount of any deductible. If the
cost of repairing a Casualty to any Property, in accordance with the
Partnership's insurance claims, equals or exceeds $100,000, then the Partnership
shall have the option to repair the Casualty to such Property prior to Closing
to the condition it was in prior to Closing or if the Partnership does not
repair the Property, the Buyer shall have the option to remove such Property
from the transaction and adjust the Purchase Price as provided in accordance
with the Contract of Sale or have the Partnership assign to the Buyer the
insurance proceeds and pay to the Buyer the amount of any deductible.
Notwithstanding anything herein to the contrary, (i) the Partnership shall have
the right to adjourn the Closing Date for such reasonable period as shall be
necessary to repair any such Casualty and (ii) the Partnership shall have the
right, subject to the terms and conditions hereof, to cause the Closing to take
place with respect to the other Properties and then cause the Closing to take
place with respect to the affected Property within such reasonable period as
shall be necessary to repair any such Casualty.
If, prior to the Closing Date, all or any portion of any Property is
condemned or taken by eminent domain, then the Contract of Sale shall
nevertheless remain in full force and effect without any abatement of the
Purchase Price. In such event, the Partnership shall convey such Property to the
Buyer at the Closing in its then existing condition, and the Buyer
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shall be entitled to receive all net condemnation awards otherwise payable to
the Partnership as a result of such loss or damage and, in full satisfaction of
any claims by the Buyer against the Partnership, the Partnership shall assign to
the Buyer, without recourse or warranty of any nature whatsoever, all of the
Partnership's right, title and interest in and to any claims the Partnership may
have to any condemnation awards, as well as all rights or pending claims of the
Partnership with respect to such condemnation or taking of such Property, and
the Partnership shall pay to the Buyer all payments theretofore made by such
condemning authorities as a result of such loss after deducting therefrom the
costs of collection thereof.
TERMINATION
The Contract of Sale may be terminated as follows:
(a) By the Partnership, if during the term of the Contract of Sale the
Partnership has received a bona fide offer from an unrelated third party which
the Managing General Partner of the Partnership has determined is more favorable
to the Partnership and its partners than the terms hereof (the "Topping Offer"),
provided that the Partnership has provided the Buyer with at least 5 days
written notice of the terms of such offer and the right to match such offer, and
further provided that the Partnership shall pay to the Buyer, simultaneously
with the acceptance of the Topping Offer (regardless of whether the sale
contemplated by the Topping Offer is consummated), a "Topping Fee" in an amount
equal to 1.9% of the Purchase Price plus an amount equal to the Buyer's
reasonable out of pocket attorney's fees for outside counsel incurred by the
Buyer in connection with the transactions contemplated by the Contract of Sale
but in no event are the attorney's fees to exceed $15,000.
(b) By the Partnership or the Buyer, if a court of competent jurisdiction
issues a binding and final order permanently preventing the sale of the
Properties to the Buyer.
(c) By the Partnership or the Buyer, if the Closing does not occur on or
before March 13, 1997, provided that the party seeking to terminate is not in
breach of the Contract of Sale.
(d) By the Partnership or the Buyer, if the Unitholders vote not to grant
the Consent, provided that, if (i) the Closing does not occur due to a failure
to obtain the Consent and (ii) the Partnership enters into a contract or a
letter of intent within 180 days after the termination of the Contract of Sale,
to sell the Properties at a price which exceeds the Purchase Price, the
Partnership shall pay to the Buyer the Topping Fee.
FINAL DISTRIBUTIONS AND LIQUIDATION
As promptly as practicable following the consummation of the Sale, the
Managing General Partner will determine the amount of assets that it believes
will be sufficient to provide for the Partnership's contingent liabilities, if
any. The remainder of the Partnership's cash will be distributed to the
Unitholders and the General Partners, in accordance with the Partnership
Agreement, in an initial liquidating distribution. Once all contingent
obligations have been satisfied, the Partnership will distribute its remaining
net assets, if any, and dissolve.
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The Partnership estimates that the total distribution will be approximately
$180 per Unit. This estimate is based on the factors set forth below. THERE CAN
BE NO ASSURANCES AS TO THE ACTUAL AMOUNTS DISTRIBUTED, OR AS TO THE AMOUNTS SET
FORTH BELOW. ACTUAL AMOUNTS MAY VARY MATERIALLY FROM THESE FIGURES.
Gross Purchase Price $11,050,000
Partnership Working Capital (162,000)
-----------
Subtotal $10,888,000
Expenses of Sale and Liquidation 1,243,000
-----------
Net Distributable Amount $9,645,000
GP Distributions $-0-
Net LP Distributable Amount
(including certain "equivalent units") $9,645,000
==========
Total LP Distributions Per Unit $180
====
The Net LP Distributable Amount includes approximately $48,000
distributable to the Individual General Partners for 270 "equivalent units."
The foregoing estimate does not take into account the effects, if any, of
any costs associated with Environmental Defects or Title Defects. See "THE
CONTRACT OF SALE-Title and Environmental Defects." The foregoing estimate was
prepared assuming a September 30, 1996 closing, although a later closing is not
expected to result in material differences.
Transfers of Units are effected on the books of the Partnership quarterly
on the first day of the calendar quarter subsequent to the assignment. If the
Sale is, as expected, closed, and the initial liquidating distribution is made,
prior to December 31, 1996, only holders of record as of October 1, 1996 will be
entitled to such distribution.
NO APPRAISAL RIGHTS
If Unitholders owning a majority of the Units on the Record Date vote in
favor of the Transaction, such approval will bind all Unitholders. The
Partnership Agreement and the Texas Revised Limited Partnership Act, under which
the Partnership is governed, do not give rights of appraisal or similar rights
to Unitholders who dissent from the vote of the majority in approving or
disapproving the Transaction. Accordingly, dissenting Unitholders do not have
the right to have their Units appraised and to have the value of their Units
returned to them because they disapprove of the action of a majority of the
Unitholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On the Record Date, there were 53,315 Units issued and outstanding and
entitled to consent.
According to publicly available information, as of September 1, 1996, no
person or entity beneficially owns more than 5% of the outstanding Units.
As of the Record Date, none of the General Partners nor any officer or
director thereof owned any Units. Ralph DeFeo, president of Watson & Taylor
Management, Inc., owned 20 Units. Prudential Securities Incorporated, an
affiliate of PB Properties, owned 253 Units as of the Record Date. Messrs.
Watson and Taylor hold an aggregate of 270
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"equivalent units", which entitle them to the economic benefits of Units, but
which do not carry the right to vote. PB Properties holds 270 "equivalent units"
which do not carry the right to vote and for which it has waived its right to
share in any Partnership allocations of income or loss and in any limited
partnership cash distributions.
MARKET PRICES FOR THE PARTNERSHIP'S UNITS AND
DISTRIBUTIONS TO UNITHOLDERS AND THE GENERAL PARTNERS
MARKET PRICE
The Units are not listed on any national or regional securities exchange or
quoted on the NASDAQ system, and there is no established public trading market
for the Units. A significant secondary market has not developed, and it is not
expected that one will develop in the future.
DISTRIBUTIONS
Since the inception of the Partnership through August 15, 1996, the
Partnership has made distributions of approximately $6.9 million, or an average
of approximately $115 per Unit, to the Unitholders, including holders of
"equivalent units", as applicable, pursuant to the terms of the Partnership
Agreement. The following table sets forth the amount of such per Unit cash
distributions paid to Unitholders on or about 45 days after the end of the
specified quarter.
1994
----
First quarter $2.50
Second quarter 2.50
Third quarter 2.50
Fourth quarter 1.25
1995
----
First quarter 1.25
Second quarter 1.25
Third quarter 1.25
Fourth quarter 1.25
1996
----
First quarter 1.25
Second quarter 1.25
In addition, a distribution of $18.66 per Unit was paid to Unitholders in
May 1996 relating to the net proceeds of the sale of certain undeveloped land.
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AVAILABLE INFORMATION
This Consent Statement does not purport to be a complete description of all
agreements and matters relating to the condition of the Partnership, its
Properties and the transactions described herein. Accompanying this Consent
Statement are the Annual Report on Form 10-K for the year ended December 31,
1995, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 1996,
which provide additional information regarding the Partnership. With respect to
statements contained in this Consent Statement as to the content of any contract
or other document filed as an exhibit to the Form 10-K and Form 10-Q, each such
statement is qualified in all respects by reference to such exhibit and the
schedules thereto which may be obtained without charge upon written request to
the Partnership. If making such a request, please send it to the
Prudential-Bache/Watson & Taylor, Ltd.-3, One Seaport Plaza, New York, NY
10292-0116.
The information concerning the Buyer contained herein was supplied by the
Buyer. Although the Partnership does not have any knowledge that any such
information is untrue, neither the Partnership nor any of its partners takes any
responsibility for the accuracy or completeness of such information.
All documents filed after the date of this Consent Statement but before
action by consent is taken shall be deemed to be incorporated by reference into
this Consent Statement. Copies of these documents will be available at the
reasonable cost of document reproduction upon request to Prudential-Bache/Watson
& Taylor, Ltd.-3, One Seaport Plaza, New York, NY 10292-0116. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Consent Statement shall be deemed to be modified or superseded for
purposes of this Consent Statement to the extent that a statement contained in
this Consent Statement (or in any other subsequently filed document that also is
or is deemed to be incorporated by reference in this Consent Statement) modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Consent Statement.
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ANNEX A
CONTRACT OF SALE
THIS CONTRACT, made as of June 10, 1996, by and between
PrudentialBache/Watson & Taylor, Ltd.-3, a Texas limited partnership ("Seller"),
and Public Storage Inc., a California corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller desires to sell and Buyer desires to purchase (i) all of
Seller's right, title and interest in the real properties and improvements and
any fixtures and personalty, if any, presently existing and located thereon,
more particularly described on Exhibit A attached hereto together with all
rights and appurtenances pertaining thereto and (ii) all of Seller's right,
title and interest in and to all other items set forth on Exhibit A attached
hereto (each individually, a "Property", and, collectively, the "Properties"),
all upon the terms and subject to the conditions hereinafter set forth; and
WHEREAS, following such sale, Seller intends to liquidate and distribute
its net assets (including the proceeds of such sale) to its partners.
NOW, THEREFORE, in consideration of the foregoing, the sum of $1.00 by each
party in hand paid to the other, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby mutually agree as follows:
1. Agreement to Purchase and Sell. Subject to the terms and conditions
hereinafter set forth, Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller, free and clear of all liens, claims, encumbrances and
other charges, except the Permitted Exceptions (as hereinafter defined), all of
Seller's right, title and interest in and to the Properties.
2. Purchase Price. The purchase price ("Purchase Price") for the
Properties, which Buyer agrees to pay, is the sum of $11,050,000 payable as
follows:
(a) $828,750 as the downpayment (the "Downpayment"), upon the
execution of this Contract by wire transfer of immediately available
federal funds to the account of Escrow Agent (as hereinafter defined), to
be held by the Escrow Agent in accordance with this Section 2.
(b) The remainder of the Purchase Price at Closing (as hereinafter
defined), by wire transfer of immediately available federal funds to Escrow
Agent's account pursuant to Seller's instructions.
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Chicago Title Insurance Company shall act as escrow agent (the "Escrow
Agent") and shall hold the Downpayment in accordance with the provisions of the
agreement annexed hereto as Exhibit B, which agreement is being executed
simultaneously with this Contract.
(c) Any other provision hereof to the contrary notwithstanding, it is
expressly understood and agreed that, in consideration of the execution of
this Contract by Seller and to support Seller's covenants and agreements in
this Agreement through the Inspection Period (as hereinafter defined), in
the event that Buyer exercises any right to terminate this Contract as set
forth herein, Escrow Agent shall disburse the sum of One Hundred and No/100
Dollars ($100.00) ("Independent Consideration") from the Downpayment to
Seller before disbursing the balance of the Downpayment to Buyer. The
Independent Consideration is in addition to and independent of any other
consideration or payment provided for in this Contract, is non-refundable
and shall be paid to Seller notwithstanding any other provision of this
Contract.
Any interest earned on the Downpayment shall be paid to Buyer. At the
Closing, such interest shall be a credit against the Purchase Price.
3. Evidence of Title. (a) Seller shall convey to Buyer at Closing (as
hereinafter defined) good, valid, marketable, indefeasible and insurable fee
simple title to the Properties, subject to any and all covenants, conditions,
rights of way, restrictions, easements and other matters affecting title, which
do not materially impair the use or the value of the Property to which they
relate (collectively, the "Permitted Exceptions") provided however the Permitted
Exceptions shall expressly exclude any Unpermitted Exceptions (as hereinafter
defined).
(b) As used herein, the term "Unpermitted Exception" shall mean with
respect to any Property (provided the same is not caused by the actions of
Buyer):
(A) Any building encroachment or sign encroachment (i) on real
estate not owned by Seller, (ii) on a setback line, or (iii) in
violation of a binding easement burdening the Property, in each case
which materially impairs the use or value of the Property;
(B) Any defect in the Seller's chain of title which would prevent
Seller from being able to convey title to the Property in fee simple
at Closing under the laws of the State in which the Property is
located, unless the Title Insurer is willing to issue a policy of
title insurance which contains affirmative coverage for claims arising
solely out of such defect;
A-2
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(C) Any easement which burdens the Property such that access or
use is compromised, in each case which materially impairs the use,
access or value of the Property;
(D) Any lack of access or easements necessary to operate the
Property in the manner which such Property has been operated by Seller
prior to Closing, in each case which materially impairs the use,
access or value of the Property;
(E) Any liens for the payment of money other than real estate
taxes, association assessments, special district taxes and related
charges not yet due and payable; and
(F) Any standard printed exceptions on the title commitments
which can be removed by an affidavit or delivery to the Title Insurer
of an appropriate Survey (as hereinafter defined);
(G) (i) the failure to be in material conformance with the then
applicable local zoning codes or deed restrictions, (ii) if a Property
is not in conformance with the then applicable local zoning codes, the
failure of such Property to have the status equivalent to a
"non-conforming use" and (iii) the existence of a permanent and final
order by the applicable local jurisdiction which materially impairs
the use or value of the Property.
(c) Seller shall deliver to Buyer, within twenty days after the date
hereof, (i) commitments for ALTA policies of owners title insurance (the
"Title Commitments") issued by Chicago Title Insurance Company through
Title Associates Inc. 430 Park Avenue New York, New York 10022, as the
Title Insurer's authorized Agent, showing fee simple title to the
Properties as vested in Seller and to be vested in Buyer, subject to the
Permitted Exceptions and (ii) current surveys prepared by licensed public
land surveyors according to ALTA standards showing the boundaries of the
Properties, the location of any easements, rights-of-ways, improvements,
encroachments thereon, all matters on the Title Commitments which can be
shown and, certifying the number of acres if possible (to the nearest one
thousandth acre) comprising the Properties (the "Surveys"). Within twenty
days after the delivery of the Title Commitments, legible copies of all
items referenced therein and the Surveys, Buyer shall deliver to Seller
written notice setting forth its objections to any matters encumbering the
Properties including any Unpermitted Exceptions other than the Permitted
Exceptions collectively ("Title Defects") and within the time frames set
forth below any Environmental Defects (as hereinafter defined). The Title
Defects and the Environmental Defects are sometimes referred to herein as,
the "Defects." With respect to Title Defects Seller shall have the
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option to (i) cure any or all of the Title Defects prior to Closing,
(ii) remove such Property from the transaction and adjust the Purchase
Price as provided hereafter on Exhibit C (iii) grant Buyer a credit against
the Purchase Price equal to the cost to cure such Title Defects or (iv)
terminate this Contract, in which latter event, provided that Buyer is not
in default hereunder, the Downpayment, together with any interest thereon,
shall be returned to Buyer. With respect to any Environmental Defect,
Seller shall have the option to (i) cure any or all of the Environmental
Defects prior to Closing, or (ii) grant Buyer a credit against the Purchase
Price equal to the cost to cure such Environmental Defects. If the cost to
correct any Environmental Defect exceeds 10% of the allocated value of the
affected Property as set forth in Exhibit C attached hereto and made a part
hereof, Seller shall have the option to remove such affected Property from
the transaction contemplated hereby, and adjust the Purchase Price as
provided hereafter on Exhibit C. Notwithstanding anything herein to the
contrary, (i) Seller shall have the right to adjourn the Closing Date for
such reasonable period, not to exceed sixty days, as shall be necessary to
cure any such Defect and (ii) Seller shall have the right, subject to the
terms and conditions hereof, to cause the Closing to take place with
respect to the other Properties and then to cause the Closing to take place
with respect to the affected Property within such reasonable period, not to
exceed thirty days, as shall be necessary to cure any such Defect. The term
"Environmental Defect" shall mean "Hazardous Materials" (hereinafter
defined) located in, on or under any one of the Real Properties in
violation of any Environmental Laws (hereinafter defined).
In order to establish an Environmental Defect, Buyer shall be required to
deliver to Seller on or prior to 10 days after (i) Buyer's receipt of the Phase
I environmental site assessment for each Property or (ii) if applicable Buyers
receipt of a final Phase II environmental assessment prepared by LAW (as
hereinafter defined) for any Property, reasonably detailing any Environmental
Defect. Buyer and Seller shall make reasonable efforts to agree as to the
existence of and the cost to cure any Environmental Defect. If Buyer and Seller
do not agree on the foregoing within 15 days after Seller's receipt of Buyer's
notice described above, then the parties shall submit the matter to binding
arbitration in accordance with the terms hereof. As used herein, "Environmental
Laws" means all federal, state and local statutes, codes, regulations, rules,
ordinances, orders, standards, permits, licenses, policies and requirements
(including consent decrees, judicial decisions and administrative orders)
relating to the protection, preservation, remediation or conservation of the
environment or worker health or safety, all as amended or reauthorized, or as
hereafter amended or reauthorized, including without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act of
1976 ("RCRA"), 42 U.S.C. Section 6901 et seq., the Emergency Planning and
Community Right-to-Know Act ("Right-to-Know Act"), 42 U.S.C. Section 11001 et
seq., the Clean Air Act ("CAA), 42 U.S.C. Section 7401 et
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seq., the Federal Water Pollution Control Act ("Clean Water Act"), 33 U.S.C.
Section 1251 et seq., the Toxic Substances Control Act ("TSCA"), 15 U.S.C.
Section 2601 et seq., the Safe Drinking Water Act ("Safe Drinking Water Act"),
42 U.S. C. Section 300f et seq., the Atomic Energy Act ("AEA"), 42 U.S.C.
Section 2011 et seq., the Occupational Safety and Health Act ("OSHA"), 29 U.S.C.
Section 651 et seq., and the Hazardous Materials Transportation Act (the
"Transportation Act"), 49 U.S.C. Section 1802 et seq. As used herein, "Hazardous
Materials" means: (1) "hazardous substances," as defined by CERCLA; (2)
"hazardous wastes," as defined by RCRA; (3) any radioactive material including,
without limitation, any source, special nuclear or byproduct material, as
defined by AEA; (4) friable asbestos; (5) polychlorinated biphenyls; and (6) any
other material, substance or waste regulated under any Environmental Laws.
If any dispute between the parties is required by the terms of this
Contract to be submitted to arbitration. Then such matter shall be submitted to
binding arbitration by the American Arbitration Association (the "Association")
(or any successor organization) (provided that, in the event of a dispute as to
an Environmental Defect, the arbitration shall be performed by a reputable
arbitrator with at least 10 years experience in environmental matters). All
arbitration shall be finally determined in New York City and shall be governed
(except as provided above) in accordance with the Rules for Commercial
Arbitration of the Association (or any successor thereto) and the judgment or
the award rendered may be entered in any court having jurisdiction. Each party
shall pay 50% of the fees and expenses of the Association. The Closing Date
shall be adjourned with respect to the Property involved in any dispute (or, at
Seller's or Buyer's option, all of the Properties if the dispute involves three
or more Properties) pending resolution of the matter in dispute. Upon resolution
of such dispute Seller shall take whatever action Seller is required to take
pursuant to this Contract or the final determination of an arbitrator.
4. Condition of the Properties. Subject only to Seller's covenants,
representations and warranties in this Contract, Buyer shall purchase the
Properties in their "AS IS" condition at the Closing Date, subject to all latent
and patent defects (whether physical, financial or legal, including title
defects), based solely on Buyer's own inspection, analysis and evaluation of the
Properties and not in reliance on any records or other information obtained from
Seller or on Seller's behalf. Buyer acknowledges that it is not relying on any
statement or representation (other than any representations, warranties,
covenants and indemnifications contained in this Contract) that has been made or
that in the future may be made by Seller or any of Seller's employees, agents,
attorneys or representatives concerning the condition of the Properties (whether
relating to physical conditions, operating performance, title, or legal
matters). Without limiting the foregoing, any information disclosed in writing
to Buyer in connection with any investigations, inspections, tests or analyses
performed prior to Closing, shall be deemed
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acceptable to Buyer, and not violative of any warranty or representation of
Seller, if Buyer proceeds to Closing hereunder.
5. Closing. Upon the terms and subject to the conditions of this Contract,
the transfer of title and possession of the Properties (the "Closing") shall be
held at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue,
New York, New York 10022, or as a closing by mail at the offices of the Escrow
Agent, 388 Market Street, San Francisco, California, Attention: Michelle Viguie,
unless otherwise agreed in writing, at 10:00 a.m., local time, on the date which
is 3 business days after all of the conditions to Closing as set forth in
Sections 6, 7 and 8 hereof have been satisfied. The date on which the Closing
occurs is herein called the "Closing Date".
6. Conditions to Seller's and Buyer's Obligation to Close. The obligations
of Seller and Buyer to close under this Contract are subject to the fulfillment,
prior to or at Closing, of each of the following:
(a) Seller shall have obtained consents to the sale of the Proper-
ties (the "Partnership Consent") as provided by the terms of that certain
Amended and Restated Certificate and Agreement of Limited Partnership of
Seller dated as of March 18, 1985 including any amendments, the
"Partnership Agreement") and applicable law.
(b) There shall not be in effect any statute, regulation, order,
decree or judgment of any governmental entity having jurisdiction which
renders illegal or enjoins or prevents in any material respect the sale of
the Properties to Buyer.
7. Conditions to Seller's Obligation to Close. The obligations of Seller to
close under this Contract are subject to the fulfillment, prior to or at
Closing, of each of the following:
(a) The representations and warranties of Buyer shall have been true
and correct in all material respects when made and shall be true and
correct in all material respects as of the Closing Date, as if made at and
as of such date except as otherwise expressly provided herein.
(b) On and as of the Closing Date, Buyer shall have performed and
complied with, in all material respects, all agreements and covenants
required by this Contract to be performed or complied with prior to or on
the Closing Date.
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8. Conditions to Buyer's Obligation to Close. The obligations of Buyer to
close under this Contract are subject to the fulfillment, prior to or at
Closing, of each of the following:
(a) The representations and warranties of Seller shall have been true
and correct in all material respects when made and shall be true and
correct in all material respects as of the Closing Date, as if made at and
as of such date except as otherwise expressly provided herein.
(b) On and as of the Closing Date, Seller shall have performed and
complied with, in all material respects, all agreements and covenants
required by this Contract to be performed or complied with prior to or on
the Closing Date.
9. Deliveries.
(a) Seller's Deliveries. Upon the terms and subject to the conditions
of this Contract, on the Closing Date (or such other date may be expressly
provided), Seller shall convey each Property and its related interests to
Buyer by delivery of the following documents which documents shall be in
form and substance reasonably acceptable to both Buyer and Seller:
(i) quit claim deed or deed without covenants if a quit claim
deed can not be utilized in a jurisdiction where a Property is
located; so long as the Title Insurer is willing to issue a policy of
title insurance which is customary in the applicable jurisdiction
containing no exceptions from coverage solely out of the delivery by
Seller of a quit claim deed or deed without covenants);
(ii) bill of sale for each Property conveying the fixtures and
personalty owned by Seller, in the form of Exhibit D attached hereto;
(iii) non-recourse assignment of Seller's interest, as lessor,
in any leases of space at the Property including any security deposits
thereunder (the "Leases") in the form of Exhibit D attached hereto;
(iv) non-recourse assignment, to the extent assignable, of
Seller's rights under any service or maintenance contracts (including,
without limitation, yellow pages, landscaping, security and refuse
removal contracts) relating to the Property (the "Service Contracts")
in the form of Exhibit D attached hereto;
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(v) non-recourse assignment, to the extent assignable, of any
licenses, permits and unexpired warranties and guarantees, if any,
pertaining to the Property;
(vi) certificates and resolutions as may be reasonably requested
by the Buyer and Title Insurer demonstrating the authority of the
persons executing documents at Closing.
(vii) non-recourse assignment of all of Sellers's interest in and
to any Phase I and Phase II environment site assessment which Seller
makes available to Buyer;
(viii) non-foreign affidavit;
(ix) all documents and instruments reasonably required by the
Title Insurer to issue the title policies;
(x) possession of the Properties to Buyer;
(xi) notice to the tenants of each Property prepared by Buyer
notifying such tenants of the transfer of title and assumption by
Buyer of the landlord's obligations under the Leases and the
obligation to refund the security deposits;
(xii) copies of current real Property tax bills and utility
statements with respect to any unimproved property; and
(xiii) a certificate of the managing general partner of Seller to
the effect that all of the representations and warranties of Seller
are true and correct in all material respects at Closing;
(xiv) an Owner's Policy of Title Insurance for each Property in
an amount equal to the value set forth on Exhibit C for such Property
insuring Buyer's title subject only to the Permitted Exceptions and
otherwise in form acceptable to Buyer and containing such endorsements
as may be reasonably requested by Buyer.
(b) Buyer's Deliveries. Upon the terms and subject to the conditions
of this Contract, on the Closing Date, Buyer shall deliver the following:
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(i) assumption of the Leases and Service Contracts, substantially
in the form of the instrument annexed hereto as Exhibit D annexed
hereto and made a part hereof.
(ii) certificates and resolutions as may be requested by Seller
and Title Insurer demonstrating the authority of the persons executing
documents at Closing.
(iii) balance of the Purchase Price by wire transfer.
10. Proration Items. The following shall be apportioned on a per diem basis
as of midnight of the day preceding the Closing Date ("Adjustment Date") and
adjusted between the parties on the basis of a thirty day month:
(a) Real estate and other taxes, assessments and charges, and other
municipal and state charges, license and permit fees, water and sewer rents
and charges, if any, on the basis of the fiscal period for which assessed
or charged;
(b) Water, electric, gas, steam and other utility charges for service
furnished to the Properties;
(c) Fuel, if any, and all taxes thereon, on the basis of a reading
taken as close as possible to the Adjustment Date;
(d) Base rents and any other rental payments (including, without
limitation, any percentage rent, escalation charges for real estate taxes
and operating expenses, cost-of-living adjustments, parking rent) (the
"Rents") paid or payable under the terms of the Leases for the month of
Closing. Where the Leases contain tenant obligations for taxes, common area
expenses, operating expenses or additional charges of any nature ("CAM
Charges"), and where Seller shall have collected any portion thereof in
excess of amounts incurred by Seller for such items for the period prior to
the Closing Date, then there shall be an adjustment and credit given to
Buyer on the Closing Date for such excess amounts collected. Buyer shall
apply all such excess amounts to the charges owed by Buyer for such items
for the period after the Closing Date and, if required by the Leases, shall
rebate or credit tenants with any remainder. If it is determined at any
time after Closing that the amount collected during Seller's ownership
period exceeded expenses incurred during the same period by more than the
amount previously credited to Buyer at Closing, then Seller shall promptly
pay to Buyer the deficiency. Also, if it is determined after Closing that
the amount collected during Seller's ownership period is less than the
expenses incurred during the same period, then
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Buyer shall promptly pay to Seller the deficiency, but only to the extent
such deficiency is actually collected by Buyer from the tenants under the
Leases.
(e) Any amounts paid or payable under any Service Contracts being
assigned to Buyer; and
(f) All costs associated with telephone directory listings and any
other prepaid advertising;
(g) Any other customary adjustments made in connection with the sale
of similar type buildings.
Seller will not assign to Buyer any of the hazard insurance policies
affecting the Properties then in force. There will therefore be no proration of
insurance costs at Closing. Except as may be otherwise provided herein, all
other expenses which are attributable to the period prior to the Closing Date
shall be the obligation of Seller and those which are attributable to the period
from and after the Closing Date shall be the obligation of Buyer.
For purposes of the foregoing apportionments and adjustments, the following
procedures shall govern:
(i) If the Closing Date shall occur before the real estate tax
rate is fixed, the apportionment of such taxes shall be made upon the
real estate taxes for the immediately preceding year.
(ii) If there are water meters on the Properties, Seller shall
furnish meter readings to a date not more than thirty days prior to
the Adjustment Date; and the unfixed meter charges for the intervening
time to the Adjustment Date shall be apportioned on the basis of such
meter readings, and any such meter charges for the period subsequent
to the Adjustment Date shall be paid by Buyer.
(iii) The apportionment of utility charges shall be made upon the
basis of charges shown on the latest available bills for such
utilities. The charges shown on such available bills for periods prior
to the Adjustment Date shall be paid by Seller, and for the period
from the date of each such last available utility bill to the
Adjustment Date an apportionment shall be made based on the amount
charged for the period covered by such last available bill.
(iv) All taxes, water and sewer charges and assessments for
public improvements which are liens upon the Properties as of the
Closing Date, will
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be allowed to Buyer as a credit against the Purchase Price, subject to
apportionment as herein provided, and the existence of any such lien
shall not constitute an objection to title.
(v) If any tenants are required to pay Rents which are collected
by Buyer after the Closing Date and which are attributable in whole or
in part to any period before to the Closing Date, the Buyer shall
promptly pay to Seller, Seller's proportionate share thereof.
(vi) If any tenant is in arrears in the payment of Rents on the
Closing Date, Rents received from such tenant after the Closing Date
shall be applied in the following order of priority: (a) first to any
months preceding the month in which the Closing occurred; (b) then to
the month in which the Closing occurred; and (c) then to any months
following the month in which the Closing occurred. If Rents or any
portion thereof received by Seller or Buyer after the Closing Date are
payable to the other party by reason of this allocation, the
appropriate sum shall be promptly paid to the other party.
Buyer and Seller agree that the provisions to this Section 10 shall survive
the Closing for a period of ninety (90) days after the Closing Date, during
which period Buyer and Seller shall agree on a reconciliation of the prorations
described herein. If the parties cannot agree on a reconciliation within such
ninety (90) day period then such matter shall be submitted to arbitration.
11. Surveys, Transfer Taxes and Other Costs. Seller shall pay for (a) the
cost of any Surveys, the premium for any title insurance and any other costs of
closing and (b) transfer taxes, documentary stamp taxes, recording charges and
other taxes or charges imposed by any governmental entity in connection with the
transfer of the Properties. Seller shall deliver to Buyer at Seller's sole cost
and expense any (i) Phase I environmental site assessments, (ii) Phase II
environmental assessments of the Properties conducted by Law Engineering and
Environmental Services ("LAW"), (iii) pay for any other Phase II environmental
assessments which are reasonably required by the Phase I environmental site
assessments to be conducted at the Properties and shall use reasonable efforts
to obtain a letter from LAW in the form attached hereto as Exhibit D. Other than
as expressly provided herein, each of the parties shall pay for any and all
costs which it may incur in connection with the transactions contemplated
herein.
The provisions of this Section 11 shall survive the Closing.
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12. Representations and Warranties of Seller. As an inducement for Buyer to
purchase the Properties from Seller, Seller represents and warrants to Buyer the
following:
(a) Title to Real Estate. Seller has good, valid, marketable,
indefeasible and insurable title to the Properties including the
improvements and the personalty, situated thereon which are owned by Seller
subject to the Permitted Exceptions.
(b) Organization and Authority.
(i) Seller is duly organized and validly existing under the laws
of the State of Texas, has full partnership power and authority to
carry on its business as it is being conducted and shall have upon
receipt of the Partnership Consent full partnership power and
authority to consummate the transaction.
(ii) Seller and the managing general partner of Seller have the
requisite partnership and corporate power and authority to execute,
deliver and perform this Contract. The execution, delivery and
performance of this Contract and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary
partnership and corporate action on the part of Seller and the
managing general partner (subject to obtaining the Partnership
Consent). This Contract is a valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms.
(iii) Neither the execution and delivery of this Contract nor the
consummation of the transactions contemplated hereby in the manner
herein provided nor the fulfillment of or compliance with the terms
and conditions hereof shall:
A. contravene any material provision of the Partnership
Agreement; or
B. violate, be in conflict with, constitute a default under,
cause the acceleration of any payments pursuant to, or otherwise
impair the good standing, validity, or effectiveness of any
agreement, contract, indenture, lease, or mortgage, or subject
any properties or assets of Seller to any indenture, mortgage,
contract, commitment, or agreement other than this Contract to
which Seller is a party or by which Seller is bound, which in the
aggregate would have a material adverse effect on the Properties
or Seller's ability to perform all of its obligations hereunder
(c) Pending Actions. No litigation actions are pending or, to Seller's
knowledge, threatened against any of the Properties or Seller which would
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materially adversely affect either the Properties or the Seller or which
challenge the execution, delivery or performance of this Contract.
13. Representations and Warranties of Buyer. As an inducement for Seller to
sell the Properties to Buyer, Buyer represents to Seller the following:
(a) Organization and Authority.
(i) Buyer is a corporation duly organized and validly existing
under the laws of the State of California and has full corporate power
and authority to carry on its business as it is now being conducted.
(ii) Buyer has the requisite corporate power and authority to
execute, deliver and perform this Contract. The execution, delivery
and performance of this Contract and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Buyer. This Contract is a
valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms.
(iii) Neither the execution and delivery of this Contract nor the
consummation of the transactions contemplated hereby in the manner
herein provided nor the fulfillment of or compliance with the terms
and conditions hereof shall:
A. contravene any material provision of the Articles of
Incorporation or Bylaws of Buyer; or
B. violate, be in conflict with, constitute a default under,
cause the acceleration of any payments pursuant to, or otherwise
impair the good standing, validity, or effectiveness of any
agreement, contract, indenture, lease, or mortgage, or subject
any properties or assets of Buyer to any indenture, mortgage,
contract, commitment, or agreement to which Buyer is a party or
by which Buyer is bound which, in the aggregate, would have a
material adverse effect on Buyer's ability to perform all of its
obligations hereunder.
(b) Adequate Funds. Buyer has adequate funds or available credit
resources to pay the Purchase Price at the Closing as provided hereunder.
14. Default and Damages.
(a) Buyer's Remedies. If Buyer shall elect to proceed with the
performance of this Contract notwithstanding the failure to be satisfied of
any conditions
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to Closing, Buyer shall be deemed to have waived the requirement that those
conditions be satisfied. Buyer's sole recourse for Seller's failure to
consummate the Closing if required by the terms of this Contract shall be,
at Buyer's option, (i) if appropriate, to sue for specific performance
hereunder, or (ii) to terminate this Contract and receive a "Termination
Fee" in an amount equal to Buyer's reasonable out of pocket attorneys' fees
for outside counsel incurred by Buyer in connection with the transactions
contemplated by this Contract but in no event to exceed $15,000, which
Termination Fee shall be in addition to the return of the Downpayment plus
all accrued interest thereon and if Seller executes a contract or a letter
of intent to sell the Properties within 180 days from the termination of
this Contract to receive an amount equal to $209,950, as liquidated
damages. Notwithstanding anything to the contrary contained in this Section
14 (a), Buyer shall be entitled to receive the Topping Fee (as hereinafter
defined) to the extent provided under Section 22 (a) and (e) of this
Contract. In the event that the managing general partner of Seller does not
recommend or withdraws its recommendation to the limited partners of Seller
to vote to grant the Partnership Consent for any reason other than as is
required by its fiduciary obligations to Seller due to a change in
circumstances after the date hereof, Seller shall pay to Buyer an amount
equal to $209,950 plus an amount equal to Buyer's out-of-pocket attorney's
fees for outside counsel incurred by Buyer in connection with the
transactions contemplated by this Contract but in no event to exceed
$15,000.00, as liquidated damages, together with a refund of the
Downpayment and Seller shall have no further obligation to Buyer
whatsoever.
(b) Seller's Remedies. If Buyer shall be unable or unwilling to
consummate the Closing hereunder in violation of the terms hereof, Seller
shall have the right (i) to terminate this Contract and retain the
Downpayment as liquidated and agreed upon damages, whereupon this Contract
shall be and become null and void, and neither Seller nor Buyer nor any of
their respective Representatives shall have any further rights or
obligations hereunder.
15. Brokers. Seller and Buyer hereby agree to defend and hold the other
harmless from any claim by a broker or finder for a fee or expense which is
based in any way on an agreement or understanding made or alleged to have been
made by such broker or finder relating to the transaction contemplated by this
Contract.
The provisions of this Section 15 shall survive the Closing.
16. Indemnification of Seller. Buyer agrees to indemnify and hold harmless
Seller and its general partners and limited partners, their affiliates, their
and their affiliates' representatives, attorneys, accountants, agents and
employees and their and their affiliates' heirs, successors and assigns, from
and against any claims or
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demands for any expense, obligation, loss, cost, damage or injury arising out of
(a) the Buyer's inspection of the Properties prior to or on the Closing Date and
(b) the Buyer's operation and maintenance of the Properties from and after the
Closing Date.
The provisions of this Section 16 shall survive the Closing.
17. Survival of Representations, Warranties and Indemnifications. Except as
otherwise expressly set forth herein, none of the representations, warranties
and indemnifications contained in this Contract shall survive the Closing.
18. Third Party Offers; Fiduciary Duties of Seller. Anything herein to the
contrary notwithstanding, Seller will not initiate, solicit, negotiate with or
provide information to any person (other than Buyer) concerning any merger, sale
of substantial assets out of the ordinary course of business or similar
transaction involving the Properties to be sold to Buyer hereunder, provided
that Seller may negotiate with or furnish information to a third party if the
undersigned managing general partner of Seller determines, in its sole
discretion, that its fiduciary duties require it to take such actions.
19. Reasonable Efforts; Public Announcements. Each party hereto will use
all reasonable efforts to perform all acts required to consummate the
transactions contemplated hereby as promptly as practicable. Such acts shall
include, without limitation, the provision of any information to and submission
of any filing with any governmental entity having jurisdiction. The foregoing
notwithstanding, except as may be required to comply with the requirements of
any applicable laws and the rules and regulations of each stock exchange upon
which the securities of either of the parties is listed, no press release or
similar public announcement or communication shall, if prior to the Closing, be
made or caused to be made concerning this Contract or the transactions
contemplated hereby, unless the parties shall have consulted in advance with
respect thereto. Seller shall provide Buyer with reasonable access to the
Properties and all information in its possession reasonably relating to the
Properties. Buyer shall keep such information confidential and shall not
disclose such information to anyone other than its agents, attorney, consultant
or directors unless such information: (i) is or becomes generally known on a
nonconfidential basis from a source other than as a result of a disclosure by or
through the representatives, employees or agents of Buyer or (ii) becomes known
by Buyer on a nonconfidential basis from a source which is not prohibited from
disclosing such information by a legal, contractual, fiduciary or other
obligation, or (iii) Buyer is required to disclose such information under
applicable law or by a court of competent jurisdiction.
20. Partnership Consent. Seller shall within 20 days after the date hereof
file preliminary proxy materials relating to the transactions contemplated
hereby
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with the Securities and Exchange Commission (the "SEC") and diligently pursue
clearance by the SEC and upon clearance of such proxy materials by the SEC shall
promptly call a meeting, or solicit consents, of its limited partners to
consider such matters. Seller shall, subject to the fiduciary duties of its
managing general partner, make reasonable efforts to secure the Partnership
Consent as promptly as practicable. Buyer will supply Seller with such
information and reasonable assistance as Seller may request in connection
therewith. Buyer shall promptly deliver to the Seller or the SEC any information
or materials requested by Seller or the SEC in connection with the transactions
contemplated hereby.
21. Casualty/Condemnation to the Properties. (a) If, prior to the Closing
Date, any of the Properties is damaged due to a casualty (a "Casualty") and the
cost of repairing such damage, in accordance with Seller's insurance claims, is
less than $100,000, then Seller shall repair such Casualty prior to the Closing
Date or assign to Buyer the proceeds of Seller's policy of casualty insurance
and pay to Buyer the amount of any deductible. If the cost of repairing a
Casualty to any Property, in accordance with Seller's insurance claims, equals
or exceeds $100,000, then Seller shall have the option to repair the Casualty to
such Property prior to Closing to the condition it was in prior to Closing or if
Seller does not repair the Property, Buyer shall have the option to remove such
Property from the transaction and adjust the Purchase Price as hereinafter
provided or have Seller assign to Buyer the insurance proceeds and pay to Buyer
the amount of any deductible. Notwithstanding anything herein to the contrary,
(i) Seller shall have the right to adjourn the Closing Date for such reasonable
period as shall be necessary to repair any such Casualty and (ii) Seller shall
have the right, subject to the terms and conditions hereof, to cause the Closing
to take place with respect to the other Properties and then cause the Closing to
take place with respect to the affected Property within such reasonable period
as shall be necessary to repair any such Casualty.
(b) If, prior to the Closing Date, all or any portion of any Property is
condemned or taken by eminent domain, then this Contract shall nevertheless
remain in full force and effect without any abatement of the Purchase Price. In
such event, Seller shall convey such Property to Buyer at the Closing in its
then condition, and Buyer shall be entitled to receive all net or condemnation
awards otherwise payable to Seller as a result of such loss or damage and, in
full satisfaction of any claims by Buyer against Seller, Seller shall assign to
Buyer, without recourse or warranty of any nature whatsoever, all of Seller's
right, title and interest in and to any claims Seller may have to any
condemnation awards, as well as all rights or pending claims of Seller with
respect to such condemnation or taking of such Property, and Seller shall pay to
Buyer all payments theretofore made by such condemning authorities as a result
of such loss after deducting therefrom the costs of collection thereof.
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(c) Notwithstanding anything contained herein to the contrary, if Seller
delivers notice for condemnation or eminent domain proceedings which are
initiated or threatened between the date of this Contract and the Closing Date,
Buyer shall have the right to participate in any and all settlement discussions
and other conferences relating thereto, and Seller shall not accept any
settlement without Buyer's consent which shall not be unreasonably withheld or
delayed.
22. Termination. Notwithstanding anything contained herein, this Contract
may be terminated as follows:
(a) By Seller, if during the term of this Contract Seller has
received a bona fide offer from an unrelated third party which the
undersigned managing general partner of Seller has determined is more
favorable to Seller and its partners than the terms hereof (the "Topping
Offer"), provided that Seller has provided Buyer with at least 5 days
written notice of the terms of such offer and the right to match the terms
of such offer, and further provided that Seller shall pay to Buyer,
simultaneously with the acceptance of the Topping Offer (regardless of
whether the sale contemplated by the Topping Offer is consummated), an
amount equal to $209,950 plus an amount equal to Buyer's reasonable out of
pocket attorney's fees for outside counsel incurred by Buyer in connection
with the transactions contemplated by this Contract but in no event to
exceed $15,000 (the "Topping Fee").
(b) By Seller in accordance with Section 3 and 14(b) hereof or by
Buyer in accordance with Sections 14(a) hereof.
(c) By Seller or Buyer, if a court of competent jurisdiction issues a
binding and final order permanently preventing the sale of the Properties
to Buyer.
(d) By Seller or Buyer, if the Closing does not occur on or before
nine months from the execution hereof, provided that the party seeking to
terminate is not in breach of this Contract.
(e) By Seller or Buyer, if the partners of Seller vote not to grant
the Partnership Consent, provided that, if (i) the Closing hereunder does
not occur due to a failure to obtain the Partnership Consent and (ii) the
Seller enters into a contract or a letter of intent within 180 days after
the termination of this Contract, to sell the Properties at a price which
exceeds the Purchase Price, Seller shall pay to Buyer the Topping Fee,
simultaneously with the execution of such contract or letter of intent,
regardless of whether the sale contemplated by the Topping Offer is
consummated.
A-17
<PAGE>
In the event this Contract is terminated pursuant to any of the foregoing
provisions, this Contract shall thereupon become null and void and neither
Seller nor Buyer nor any of their respective representatives shall have any
further rights or obligations hereunder except as set forth above.
23. Payment of Termination Fee, Topping Fee or Liquidated Damages.
(a) In the event that Seller is obligated to pay Buyer the Termination
Fee, the Topping Fee or any other amount as liquidated damages (the "Buyer
Payment Amounts"), pursuant to this Contract Seller shall deposit into
escrow, at Buyer's direction, an amount equal to the Buyer Payment Amounts
and, subject to the terms of the escrow agreement set forth below, Buyer
shall be paid out of the escrow an amount equal to the lesser of (i) the
Buyer Payment Amounts or (ii) the sum of (1) the maximum amount that can be
paid to Buyer without causing Buyer to fail to meet the requirements of
Sections 856(c)(2) and (3) of the Internal Revenue Code of 1986, as amended
(the "Code") determined as if the payment of such amount did not constitute
income described in Sections 856(c)(2)(A)-(H) or 856(c)(3)(A)-(1) of the
Code ("Qualifying Income"), as determined by Buyer's certified public
accountants, plus (2) in the event Buyer received either (A) a letter from
Buyer's counsel indicating that Buyer has received a ruling from the
Internal Revenue Service (the "IRS") described in Section 23(b)(ii) an
amount equal to the Buyer Payment Amounts less the amount payable under
clause (1) above.
(b) The escrow agreement shall provide that the Buyer Payment Amounts
in escrow or any portion thereof shall not be released to Buyer unless the
escrow agent receives any one or combination of the following: (i) a letter
from Buyer's certified public accountants indicating the maximum amount
that can be paid by the escrow agent to Buyer without causing Buyer to fail
to meet the requirements of Sections 856(c)(2) and (3) of the Code
determined as if the payment of such amount did not constitute Qualifying
Income or a subsequent letter from Buyer's accountants revising that
amount, in which case the escrow agent shall release such amount to Buyer,
or (ii) a letter from Buyer's counsel indicating that Buyer received a
ruling from the IRS holding that the receipt by Buyer of the Buyer Payment
Amounts would either constitute Qualifying Income or would be excluded from
gross income within the meaning of Sections 856(c)(2) and (3) of the Code
(or alternatively, Buyer's legal counsel has rendered a legal opinion to
the effect that the receipt by Buyer of the Buyer Payment Amounts would
either constitute Qualifying Income or would be excluded from gross income
within the meaning of Sections 856(c)(2) and (3) of the Code), in which
case the escrow agent shall release the remainder of the Buyer Payment
Amounts to Buyer.
A-18
<PAGE>
Seller agrees to amend this Section 23 at the request of Buyer in order to
(A) maximize the portion of the Buyer Payment Amounts that may be
distributed to Buyer hereunder without causing Buyer to fail to meet the
requirements of Sections 856(c)(2) and (3) of the Code, (B) improve Buyer's
chances of securing a favorable ruling described in this Section 23(b) or
(C) assist Buyer in obtaining a favorable legal opinion from its counsel as
described in this Section 23(b); provided that Buyer's legal counsel has
rendered a legal opinion to Buyer to the effect that such amendment would
not cause Buyer to fail to meet the requirements of Section 856(c)(2) or
(3) of the Code. The escrow agreement shall also provide that any portion
of the Buyer Payment Amounts held in escrow for five years shall be
released by the escrow agent to the Seller. The Seller shall not be a party
to such escrow agreement and shall not bear any cost of or have any
liability resulting from the escrow agreement or the terms and provisions
of this Section 23 so long as Seller disburses any amount due under this
Contract to Buyer or to any escrow agent.
24. Notices. Any notice which may be required or may be desired to be given
pursuant to this Contract shall be in writing and shall be deemed delivered and
effective upon actual receipt at the following addresses or such other addresses
as the parties may notify each other by similar notice:
If to Seller, to:
Prudential-Bache/Watson & Taylor, Ltd.-3
c/o Prudential-Bache Properties, Inc.
One Seaport Plaza
199 Water Street - 16th Floor
New York, New York 10292 - 0116
Attn: Brian Martin
With a copy to:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Attn: James Freund
If to Buyer, to:
Public Storage, Inc.
701 Western Avenue, Suite 200
Glendale, California 91201-2397
Attn: Harvey Lenkin
A-19
<PAGE>
With a copy to:
Andrews & Kurth LLP
4200 Texas Commence Tower
Houston, TX 77002
Attn: David G. Runnels
25. General.
(a) Interpretation of Words. A masculine pronoun wherever used herein
shall be construed to include the feminine or neuter where appropriate. The
singular form wherever used herein shall be construed to include the plural
where appropriate.
(b) Assignment; Successors and Assigns; Third Party Beneficiaries.
(i) Neither of the parties hereto may assign its respective
rights under this Contract without the consent of the other party. The
foregoing notwithstanding, Buyer shall be permitted, upon five days
notice to Seller, to assign its rights under this Contract to a
subsidiary of Buyer that is at least 90% owned by Buyer. Such
assignment, however, shall not relieve Buyer of, and Buyer shall
remain liable for, all of its obligations contained in this Contract.
(ii) Except as otherwise provided hereby, the provisions of this
Contract shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives and successors in
interest.
(iii) This Contract is not intended, nor shall it be construed,
to confer upon any party except the parties hereto and their heirs,
successors and permitted assigns any rights or remedies under or by
reason of this Contract.
(c) Time of the Essence. Time shall be of the essence with respect to
the performance of all of the obligations hereunder.
(d) Entire Contract. Subject to the terms and conditions of the
Confidentiality Agreement, this Contract represents the entire
understanding between the parties with respect to the subject matter
hereof, superseding all prior or contemporaneous understandings or
communications of any kind, whether written or oral. This Contract may only
be modified by a written agreement signed by both parties hereto.
A-20
<PAGE>
(e) Captions. The headings of the paragraphs herein are for
convenience only; they form no part of this Contract and shall not affect
its interpretation.
(f) Governing Law. The provisions of this Contract shall be governed
by and construed in accordance with the laws of the State of New York
applicable to agreements entered into and to be performed wholly therein.
(g) Counterparts. This Contract may be executed in several
counterparts, each of which shall be deemed an original. Such counterparts
constitute but one and the same instrument, which may be sufficiently
evidenced by one counterpart.
(h) Further Assurances. Each of the parties hereto shall, at the
request of the other party, execute, acknowledge and deliver any further
instruments, and take such further actions, as the requesting party may
reasonably request, to carry out effectively the intent of this Contract.
A-21
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of
the day and year first above written.
Seller:
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
By: PRUDENTIAL-BACHE PROPERTIES, INC.
Its Managing General Partner
By:
-----------------------------------
Name:
Title:
Buyer:
PUBLIC STORAGE, INC.
By:
---------------------------------
Name:
Title:
A-22
<PAGE>
EXHIBITS
Exhibit A - Property Description
Exhibit B - Escrow Agreement
Exhibit C - Property Value Allocations
Exhibit D - Instrument of Assumption
Exhibit E - Letter from LAW Engineering and Environmental Services
A-23
<PAGE>
EXHIBIT A
PROPERTIES
NAME LOCATION
---- ---------
John Barrow 1200 John Barrow Road
Little Rock, Arkansas
La Prada Business Park 15330 LBJ Freeway
Mesquite (Dallas), Texas
S. Peoria/Tulsa 6333 S. Peoria Drive
Tulsa, Oklahoma
Joel Wheaton 2603 Joel Wheaton Road
Houston, Texas
Eastgate 1780 Northwest Highway
Garland (Dallas), Texas
Quail Valley 1306 FM 1092,
Missouri City (Houston), Texas
Mt. Holly Rt 541 By-Pass,
Mount Holly Township, New Jersey
A-24
<PAGE>
The Properties include:
(A) All buildings and improvements located on the Properties;
(B) All rights-of-way, alleys, waters, privileges, easements, covenants
and appurtenances which are on or benefit the Properties;
(C) All right, title and interest of Seller in and to any land lying in the
bed of any public or private street, road, avenue, alley or highway, opened,
closed or proposed, in front of or adjoining the Properties to the center line
thereof in each case which are appurtenances to such properties;
(D) All right, title and interest of Seller to any unpaid award to which
Seller may be entitled (1) due to the taking, by condemnation or eminent domain
of any right, title or interest of Seller in the Properties, and (2) for any
damage to the Properties due to the change of grade of any street or highway;
(E) All right, title and interest of Seller to any assignable licenses,
permits, contract, leases, sales agreements, construction agreements,
maintenance agreements, service agreements, guaranties, warranties, telephone
exchanges, advertising materials and trade names with respect to the Properties
except for the name "Prudential" "Bache" or "Watson & Taylor" or any combination
thereof and;
(F) All Leases and security deposits with respect to any of the Properties
in which Seller holds an interest as a landlord for the use and occupancy of all
or any part of the Properties.
A-25
<PAGE>
EXHIBIT B
ESCROW AGREEMENT
Agreement made this ______ day of ______________ 1996 by and among Public
Storage, Inc. Storage Corporation, ("Purchaser"), Prudential-Bache/Watson &
Taylor, Ltd.-3 ("Seller"), and Chicago Title Insurance Company, Inc., as escrow
agent ("Escrow Agent").
(i) The Parties hereto agree that the sum of $828,750 (the "Escrow
Amount"), to be held pursuant to a Contract of Sale between Seller and
Purchaser of even date herewith (the "Contract"), shall be held in escrow
by the Escrow Agent upon the terms and conditions set forth herein.
(ii) (A) The Escrow Agent shall deliver the Escrow Amount then in its
possession in accordance with Paragraph 3 hereof to Seller (i) upon the
Closing, as that term is used in and in accordance with the Contract or
(ii) in the event that Seller makes a written demand therefor stating that
Purchaser has failed to perform Purchaser's obligations under the Contract.
(B) Escrow Agent shall return the Escrow Amount then in its
possession in accordance with Paragraph 3 hereof to Purchaser in the
event that Purchaser makes a written demand therefor stating (i) that
Seller has failed to perform Seller's obligations under the Contract
or (ii) that Purchaser is otherwise entitled to the return of the
Escrow Amount in accordance with the terms of the Contract.
(C) In the event that Escrow Agent intends to release the Escrow
Amount and any interest earned thereon in accordance with Paragraph 3
hereof to either party pursuant to Paragraph 2(a)(ii) or 2(b) hereof,
then Escrow Agent shall give to the other party not less than ten days
prior written notice of such fact and, if Escrow Agent actually
receives written notice during such ten day period that such other
party objects to the release, then Escrow Agent shall not release the
Escrow Amount and any such dispute shall be resolved as provided
herein.
(D) In the event that a dispute shall arise as to the disposition
of the Escrow Amount or any other funds held hereunder in escrow,
Escrow Agent shall have the right, at its option, to either hold the
same or deposit the same with a court of competent jurisdiction
pending decision of such court, and Escrow Agent shall be entitled to
rely upon the decision of such court.
A-26
<PAGE>
(E) Escrow Agent may commingle the Escrow Amount with other funds
held in its "trustees account".
(F) Escrow Agent shall hold the Escrow Amount in a savings bank
account or a liquid assets account in the City of San Francisco
bearing interest at such rate as may from time to time be paid or
invest the Escrow Amount in U.S. Treasury Bills or other securities
guaranteed by the Government of the United States of America. The rate
of interest or yield need not be the maximum available and deposits,
withdrawals, purchases and sales shall be made in the sole discretion
of Escrow Agent, which shall have no liability whatsoever therefor
except for its gross negligence or willful misconduct. Discounts
earned shall be deemed interest for the purposes hereof.
(G) Escrow Agent shall have no liability whatsoever arising out
of or in connection with its activity as Escrow Agent except for its
gross negligence or willful misconduct. Seller and Purchaser jointly
and severally agree to indemnify and hold harmless Escrow Agent from
and against any and all loss, cost, claim, cause of action, damage,
liability and expense (including attorneys' fees and court costs)
which may be incurred by reason of its acting as Escrow Agent.
(H) Escrow Agent shall be entitled to rely upon any judgment,
certification, demand or other writing delivered to it hereunder
without being required to determine the authenticity or the
correctness of any fact stated therein, the propriety or validity
thereof, or the jurisdiction of a court issuing any such judgment.
Escrow Agent may act in reliance upon (i) any instrument or signature
believed to be genuine and duly authorized, and (ii) advice of counsel
in reference to any matter or matters connected herewith.
(I) Any notice, demand or other communication to Escrow Agent
hereunder shall be in writing and delivered in person or sent by
certified mail, return receipt requested, postage prepaid, addressed
to Escrow Agent as follows:
Chicago Title Insurance Company
388 Market Street
San Francisco, California
Attention: Michelle Viguie
The same shall be deemed given on the date delivered, if delivered in person, or
on the third business day following the date of mailing the same, if mailed.
A-27
<PAGE>
(iii) The interest, if any, earned on the Escrow Amount shall be for
the account of Buyer. At the Closing, such interest shall be a credit
against the Purchase Price.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Purchaser:
Public Storage, Inc.
By:
-------------------------------------
Name:
Title:
Seller:
Prudential-Bache/Watson & Taylor, Ltd.-3
By: Prudential-Bache Properties, Inc.,
its managing general partner
By:
--------------------------------
Name:
Title:
Chicago Title Insurance Company, Inc., as Escrow Agent
By:
-------------------------------------
Name:
Title:
A-28
<PAGE>
(W&T, Ltd-3)
EXHIBIT C
ALLOCATED VALUES
PROPERTY PURCHASE PRICE
- -------- --------------
John Barrow $2,600,000
La Prada Business $1,650,000
S. Peoria/Tulsa $1,250,000
Joel Wheaton $1,550,000
Eastgate $1,600,000
Quail Valley $1,200,000
Mt. Holly $1,200,000
A-29
<PAGE>
EXHIBIT D
OMNIBUS INSTRUMENT OF ASSUMPTION
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, and in consideration of the assignment by Prudential-Bache/Watson
& Taylor, Ltd.-3, a Texas limited partnership ("Seller"), to Public Storage Inc.
a California corporation ("Buyer"), of all of Seller's right, title and interest
in and to each and every one of the following:
(i) all leases (the "Leases") of space located at the real properties
more particularly described on Schedule I hereto (the "Premises") and any
related security deposits Set forth on Schedule I (the "Security Deposits")
in the;
(ii) all fixtures, machinery, equipment and other personal property
(the "Personalty") attached or appurtenant to the Premises;
(iii) all service and maintenance contracts, construction contracts
relating to the Premises (the "Service Contracts"); and
(iv) all licenses, permits, consents, waiver, variances and unexpired
warranties and guarantees, if any, telephone exchanges, advertisements,
reports, surveys, architectural plans relating to the Premises
(collectively with the Leases, Security Deposits, Personalty and Service
Contracts, the "Property").
Buyer hereby agrees to accept the foregoing assignment by Seller of the
Property and assumes all liabilities and obligations whether of Seller or
otherwise in connection therewith arising on or after the date hereof.
Buyer and Seller shall, at the request of the other party, execute,
acknowledge and deliver any further instruments, and take such further actions,
as may reasonably be requested, to carry out effectively the intent of this
Instrument.
This Instrument shall be binding upon and shall inure to the benefit of
Seller and Buyer and their successors and assigns.
A-30
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Instrument as of the
10th day of June, 1996.
PRUDENTIAL-BACHE/WATSON & TAYLOR, Ltd.-3
By:
--------------------------------
Name:
Title:
PUBLIC STORAGE, INC.
By:
--------------------------------
Name:
Title:
A-31
<PAGE>
(W&T, Ltd-3)
SCHEDULE I
PROPERTIES
NAME LOCATION
---- --------
John Barrow 1200 John Barrow Road
Little Rock, Arkansas
La Prada Business Park 15330 LBJ Freeway
Mesquite (Dallas), Texas
S. Peoria/Tulsa 6333 S. Peoria Drive
Tulsa, Oklahoma
Joel Wheaton 2603 Joel Wheaton Road
Houston, Texas
Eastgate 1780 Northwest Highway
Garland (Dallas), Texas
Quail Valley 1306 FM 1092,
Missouri City (Houston), Texas
Mt. Holly Rt 541 By-Pass,
Mount Holly Township, New Jersey
A-32
<PAGE>
EXHIBIT E
LETTER OF ENVIRONMENTAL CONSULTANT
SECONDARY CLIENT AGREEMENT
This Agreement between _____________ and Law Environmental Consultants, Inc. is
being entered in consideration of $200.00, the promise and obligations herein
and other good and valuable consideration, the adequacy of which is hereby
acknowledged by the parties. At the express request of __________ ("Client") and
with full disclosure to and approval from same, Law Environmental Consultants,
Inc. ("Law") through its subsidiaries, affiliates, branches, or divisions, as an
independent consultant, agrees to provide _________________, its corporate
successors and assigns (collectively "Secondary Client") for its additional
benefit and use, copies of certain final reports (specify reports) prepared for
Client by Law. Secondary Client may rely on the contents of those reports as if
those reports were expressly prepared for Secondary Client subject to any
limitation placed on the scope, nature and type of Law's services as stated in
Law's proposal [specify] and/or report and subject to these terms and conditions
contained herein. The services provided have been performed for Client and our
report may or may not be suitable for all purposes of Secondary Client.
STANDARD OF CARE AND WARRANTY. Law warrants that it has performed its services
with that degree of skill and care ordinarily exercised by reputable members of
the environmental engineering and scientific profession of Law or similar
locality. NO OTHER WARRANTY, EXPRESSED OR IMPLIED, IS MADE OR INTENDED, except
as set forth in the Reports.
DOCUMENTS. Secondary Client agrees that Law's report is intended for Client and
Secondary Client's exclusive reliance and internal use, and is not for the
general distribution or publication. Without the prior consent of Law, any
unauthorized use or further distribution by Secondary Client shall be at
Secondary Client's and recipient's sole risk and without liability to Law.
CONFLICT OF INTEREST. By request and use of the referenced report, Secondary
Client expressly agrees to waive all claims of existing or potential conflicts
of interest
A-33
<PAGE>
that may now exist or hereafter arise by Law's providing the requested report
should any dispute arise between Client and Secondary Client.
LAW ENVIRONMENTAL CONSULTANTS, INC. ________________________________
Signed: ___________________ Signed: ___________________
Title: ___________________ Title: ___________________
Date: ___________________ Date: ___________________
A-34
<PAGE>
DRAFT
FORM OF OPINION
Prudential-Bache Properties, Inc.
Managing General Partner
Prudential-Bache/Watson & Taylor, Ltd.-3
One Seaport Plaza, 16th Floor
New York, New York 10292
Gentlemen:
You have advised us that Prudential-Bache/Watson & Taylor, Ltd.-3 (the
"Partnership") is entering into a transaction (the "Sale") in which the seven
properties owned by the Partnership (the "Properties") will be sold to Public
Storage, Inc. (the "Buyer"), for an all-cash purchase price of $11,050,000, (the
"Consideration"). The limited partners of the Partnership will be asked to
approve the Sale.
Prudential-Bache Properties, Inc., in its capacity as the managing general
partner of the Partnership, has requested on behalf of the Partnership that
Robert A. Stanger & Co., Inc. ("Stanger") provide its opinion as to the fairness
to the Partnership, from a financial point of view, of the Consideration to be
received in the Sale.
In the course of our review to render this opinion, we have, among other
things:
o Reviewed the Consent Statement related to the Sale and filed with the
Securities and Exchange Commission ("SEC") on September 17, 1996;
o Reviewed the Contract of Sale between the Partnership and the Buyer,
dated June 13, 1996;
o Reviewed the Partnership's Annual Reports filed with the SEC on Form
10-K for the years ending September 30, 1993, 1994 and 1995 and the
Quarterly Reports filed with the SEC on Form 10-Q for the quarters
ended December 31, 1995, March 31, 1996 and June 30, 1996, which
reports the Partnership's management has indicated to be the most
current financial statements available;
o Reviewed the MAI-certified appraisals of the Properties owned by the
Partnership dated September 30, 1995 performed by Cushman &
Wakefield, Inc. (the "Appraisals");
o Reviewed summary historical operating statements for each of the
Properties for 1995 and the first six months of 1996 and operating
budgets for 1996;
o Performed site inspections of each of the Properties owned by the
Partnership;
B-1
<PAGE>
o Reviewed information regarding purchases and sales of
self-storage/office-warehouse properties and other information
relating to acquisition criteria for self-storage/office-warehouse
properties;
o Discussed with management of the Partnership conditions in
self-storage/office-warehouse property markets, conditions in the
market for sales/acquisitions of properties similar to those owned by
the Partnership, current and projected operations and performance, and
the financial condition of the Partnership;
o Conducted such other studies, analyses, inquiries and investigations
as Stanger deemed appropriate.
In rendering this fairness opinion, we have relied upon and assumed,
without independent verification, the accuracy and completeness of all financial
and other information contained in the Proxy Statement or that was furnished or
otherwise communicated to us by the Partnership and the property manager. We
have not performed an independent appraisal of the assets and liabilities of the
Partnership and have relied upon and assumed the accuracy of the Appraisals. We
have also relied on the assurances of the Managing General Partner that any
financial statements, projections, budgets, or value estimates contained in the
Consent Statement or otherwise provided to us, were reasonably prepared on bases
consistent with actual historical experience and reflecting the best currently
available estimates and good faith judgments; that no material changes have
occurred in the appraised value of the Properties or the information reviewed
between the date of the Appraisals or the date of the other information provided
and the date of this letter, and that the Managing General Partner is not aware
of any information or facts that would cause the information supplied to us to
be incomplete or misleading in any material respect.
We have not been requested to, and therefore did not: (i) select the
method of determining the Consideration offered in the Sale, (ii) make any
recommendation to the Unitholders of the Partnership with respect to whether to
approve or reject the Sale or (iii) express any opinion as to the business
decision to effect the Sale, alternatives to the Sale, or tax factors resulting
from the Sale. Our opinion is based on business, economic, real estate and
securities markets, and other conditions as of the date of our analysis and
addresses the Sale in the context of information available as of the date of our
analysis. Events occurring after that date may materially affect the assumptions
used in preparing the opinion.
Based upon and subject to the foregoing, and in reliance thereon, it is
our opinion that as of the date of this letter the Consideration to be received
in the Sale is fair to the Partnership from a financial point of view.
B-2
<PAGE>
The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. We have
advised the Partnership that our entire analysis must be considered as a whole
and that selecting portions of our analysis and the factors considered by us,
without considering all analyses and facts, could create an incomplete view of
the evaluation process underlying this opinion.
Yours truly,
Robert A. Stanger & Co., Inc.
Shrewsbury, NJ
B-3
<PAGE>
ANNEX C
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number 0-14397
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Texas 75-1991528
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
One Seaport Plaza, New York, N.Y. 10292-0116
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-1016
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which Registered
None None
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K [X]
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Annual Report to Limited Partners for the fiscal year ended
September 30, 1995 is incorporated by reference into Parts I, II, and III of
this Annual Report on Form 10-K
Index to exhibits can be found on pages 9 and 10.
C-1
<PAGE>
<TABLE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
TABLE OF CONTENTS
<CAPTION>
PART I PAGE
----
<S> <C> <C>
Item 1 Business........................................................................ 3
Item 2 Properties...................................................................... 4
Item 3 Legal Proceedings............................................................... 5
Item 4 Submission of Matters to a Vote of Limited Partners............................. 5
PART II
Item 5 Market for the Registrant's Units and Related Limited Partner Matters........... 5
Item 6 Selected Financial Data......................................................... 6
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................... 6
Item 8 Financial Statements and Supplementary Data..................................... 6
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.................................................................... 6
PART III
Item 10 Directors and Executive Officers of the Registrant.............................. 6
Item 11 Executive Compensation.......................................................... 8
Item 12 Security Ownership of Certain Beneficial Owners and Management.................. 8
Item 13 Certain Relationships and Related Transactions.................................. 8
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
Financial Statements and Financial Statement Schedules.......................... 9
Exhibits........................................................................ 9
Reports on Form 8-K............................................................. 10
SIGNATURES.................................................................................. 15
</TABLE>
C-2
<PAGE>
PART I
ITEM 1. BUSINESs
General
Prudential-Bache/Watson & Taylor, Ltd.-3 (the "Registrant"), a Texas
limited partnership, was formed on November 13, 1984 and will terminate on
December 31, 2050 unless terminated sooner under the provisions of the Amended
and Restated Certificate and Agreement of Limited Partnership (the "Partnership
Agreement"). The Registrant was formed for the purpose of acquiring, owning,
developing and operating self-storage and office/showroom/warehouse complexes;
investing in unimproved commercial properties; and investing in first lien
mortgage loans on existing or to-be-constructed commercial income-producing
properties with proceeds raised through the initial sale of units of limited
partnership interest ("Units"). The Registrant's fiscal year for book and tax
purposes ends on September 30.
The Registrant operates seven improved properties consisting of three
office/showroom/warehouse complexes, three mini-storage complexes, and one
office complex, along with two unimproved properties. For more information
regarding the Registrant's properties, see Item 2 Properties. For more
information regarding the Registrant's operations, see Item 7 Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Registrant's Annual Report to Limited Partners for the year
ended September 30, 1995 ("Registrant's Annual Report") which is filed as an
exhibit hereto. The Registrant is engaged solely in the business of real estate
investment, therefore, presentation of industry segment information is not
applicable.
On December 15, 1995, the Management Committee of the Partnership
determined to seek bids for all of the properties held by the Partnership. If
acceptable bids are received by the Partnership, the Partnership would enter
into agreements to sell the properties, subject to the approval of the limited
partners owning a majority of the Units, as required by the Partnership
Agreement. If such sales are approved and consummated, the Partnership would
liquidate and distribute its assets to its partners. There can, of course, be no
assurance that acceptable bids will be received or that any transactions will be
consummated.
For the years ended September 30, 1995, 1994 and 1993, respectively, the
following improved properties' rental revenues exceeded 15% of the Registrant's
total revenue:
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Barrow Road 18.4% 18.3% 18.1%
La Prada -- -- 15.2
</TABLE>
No tenant accounted for 10% or more of the total revenues for any of the
three years in the period ended September 30, 1995.
General partners
The general partners of the Registrant are Prudential-Bache Properties,
Inc. ("PBP"), George S. Watson and A. Starke Taylor, III (collectively, the
"General Partners"). PBP is the Managing General Partner and is responsible
for the day-to-day operations of the Registrant and its investments. See Note F
of the financial statements in the Registrant's Annual Report which is filed as
an exhibit hereto.
Competition
The General Partners and/or their affiliates have formed, and may continue
to form, various entities to engage in businesses which may be competitive with
the Registrant.
The Registrant competes with national and regional real estate owners and
operators, some of whom have significantly more experience and resources than
the Registrant. Such owners and operators may include insurance companies,
mortgage banks, pension funds, and other real estate investors, including
foreign investors, syndicated partnerships, and real estate investment trusts.
The primary factors affecting a particular property's ability to successfully
compete against other properties include the location of such property, the
suitability of its design to a prospective tenant's needs, the manner in which
it is managed and
C-3
<PAGE>
Marketed, and rental rates. The extent to which the Registrant is affected by
competition will depend in significant part on existing market conditions. The
property managers, Public Storage Management, Inc., and Public Storage
Commercial Properties Group, Inc. manage other properties which compete with the
Registrant's properties within the same geographical area.
Employees
The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partners and their affiliates
pursuant to the Partnership Agreement. The General Partners and/or their
affiliates receive compensation and reimbursement of expenses in connection with
such activities as described in Section 11.7 of the Partnership Agreement. See
Note F of the financial statements in the Registrant's Annual Report which is
filed as an exhibit hereto.
ITEM 2. PROPERTIES
As of September 30, 1995 the Registrant owns the following properties:
<TABLE>
<CAPTION>
Average Occupancy
Rates for the
Year Ended Average Monthly
September 30, Land Rentable Rental Rates
Property Location 1995 (1) (in acres) Units Per Unit
- ----------------------------------- ------------------ ---------- -------- ---------------------
<S> <C> <C> <C> <C>
IMPROVED PROPERTIES
Barrow Road (Little Rock, AR) 91% 5.3617
Office/warehouse 31 $200 - $ 500
Office/showroom 14 $300 - $ 640
Mini-storage 102 $ 50 - $ 132
Retail 12 $400 - $ 500
-----
159
-----
La Prada (Mesquite, TX) 93 8.6330
Office/warehouse 52 $350 - $ 500
Office 10 $125 - $ 500
Office/showroom 8 $350 - $ 500
-----
70
-----
Tulsa Peoria (Tulsa, OK) 87 3.2330
Office/warehouse 55 $250 - $ 450
Mini-office/warehouse 10 $150 - $ 500
Mini-storage 77 $ 40 - $ 155
-----
142
-----
Westheimer (Houston, TX) 76 3.5757
Office/warehouse 20 $350 - $ 675
Mini-storage 327 $ 15 - $ 147
-----
347
-----
Eastgate (Garland, TX) 99 2.9000
Office 14 $900 - $2,900
-----
Quail Valley (Missouri City, TX) 100 4.3710
Office/showroom 3 $550 - $1,100
Office/warehouse 32 $475 - $1,100
-----
35
-----
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Average Occupancy
Rates for the
Year Ended Average Monthly
September 30, Land Rentable Rental Rates
Property Location 1995 (1) (in acres) Units Per Unit
- ----------------------------------- ------------------ ---------- -------- ---------------------
<S> <C> <C> <C> <C>
Mt. Holly (Mt. Holly, NJ) 93% 4.008
Mini-storage 403 $ 40 - $ 160
-----
UNIMPROVED PROPERTIES
I-35/I-20 (Dallas, TX) N/A 18.6873 None
Southlake (Southlake, TX) N/A 14.9550 None
------- -----
65.7247 1,170
======= =====
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Average occupancy rates are calculated by dividing occupied units by
available units as of each month-end.
The Registrant originally acquired seven properties for an aggregate
purchase price (including acquisition fees) of $15,880,415. Three unimproved
properties were subsequently acquired through foreclosure proceedings following
the default by the borrower under a mortgage loan in which the Registrant had a
participation interest. See Note D of the financial statements in the
Registrant's Annual Report which is filed as an exhibit hereto. One of the
unimproved properties acquired by the Partnership has been sold.
For additional information describing the Registrant's properties, see
Supplementary Schedule III-Real Estate and Accumulated Depreciation on page 13
in Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.
ITEM 3. LEGAL PROCEEDINGS
This information is incorporated by reference to Note H of the financial
statements in the Registrant's Annual Report which is filed as an exhibit
hereto.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS AND RELATED LIMITED PARTNER MATTERS
As of December 13, 1995, there were 3,347 holders of record owning 53,855
Units, inclusive of 270, 135, and 135 equivalent limited partnership units held
by PBP and Messrs. Watson and Taylor, respectively. A significant secondary
market for the Units has not developed, and it is not expected that one will
develop in the future. There are also certain restrictions set forth in Section
17.3 of the Partnership Agreement limiting the ability of a limited partner to
transfer Units. Consequently, holders of Units may not be able to liquidate
their investments in the event of an emergency or for any other reason.
The following per Unit cash distributions were paid to limited partners on
or about 45 days after the end of the specified fiscal quarter.
<TABLE>
<CAPTION>
Quarter Ended 1995 1994
---------------- ----- -----
<S> <C> <C>
December 31 $1.25 $2.70
March 31 1.25 2.50
June 30 1.25 2.50
September 30 1.25 2.50
</TABLE>
Distributions for the years ended September 30, 1995 and 1994 were made
from cash generated by the operations of the Registrant's properties.
C-5
<PAGE>
There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement. The Registrant currently expects that cash distributions
will continue to be paid in the forseeable future with cash generated by the
operations of the Registrant's properties. For discussion of other factors that
may affect future distributions, see Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Registrant's Annual Report
which is filed as an exhibit hereto.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected financial data of the Registrant.
This data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 2 through 10 of the Registrant's
Annual Report which is filed as an exhibit hereto.
<TABLE>
<CAPTION>
Year ended September 30,
-----------------------------------------------------------------------
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Total revenues $ 1,987,378 $ 1,919,960 $ 1,856,624 $ 1,819,136 $ 1,743,264
=========== =========== =========== =========== ===========
Provision for loss on
impairment of
assets $ 2,000,000(1) $ -- $ -- $ 2,745,000 $ --
=========== =========== =========== =========== ===========
Net income (loss) $(1,733,919) $ 237,617 $ 246,181 $(2,539,656) $ 127,320
=========== =========== =========== =========== ===========
Net income (loss) per
limited partnership unit $ (33.07) $ 3.40 $ 3.55 $ (47.88) $ 1.47
=========== =========== =========== =========== ===========
Total assets $12,742,033 $14,903,764 $15,281,959 $15,769,943 $19,244,097
=========== =========== =========== =========== ===========
Note payable $ 638,000 $ 638,000 $ 638,000 $ 638,000 $ 638,000
=========== =========== =========== =========== ===========
Total distributions $ 364,033 $ 654,082 $ 715,309 $ 943,060 $ 692,989
=========== =========== =========== =========== ===========
Limited partner
distributions per Unit $ 6.25 $ 11.23 $ 12.28 $ 16.19 $ 11.84
=========== =========== =========== =========== ===========
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon estimated amounts recoverable through future operations and
ultimate disposition of the properties and a reduced holding period until
the properties are disposed of, an additional allowance for loss on
impairment of assets of $2,000,000 was recorded as of September 30, 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This information is incorporated by reference to pages 11 and 12 of the
Registrant's Annual Report which is filed as an exhibit hereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are incorporated by reference to pages 2 through
10 of the Registrant's Annual Report which is filed as an exhibit hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There are no directors or executive officers of the Registrant. The
Registrant is managed by the Managing General Partner.
Based on a review of Forms 3 and 4 and amendments thereto furnished to the
Registrant pursuant to Rule 16a-3(e) during its most recent fiscal year and Form
5 and amendments thereto furnished to the
C-6
<PAGE>
Registrant with respect to its most recent fiscal year and written
representation pursuant to Item 405(b)(2)(i) of Regulation S-K, neither PBP nor
its directors, officers, or beneficial owners of more than 10% of the Units,
failed to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934 during the most recent fiscal or prior fiscal
years. However, based on the fact that the Registrant did not receive copies of
Forms 3, 4 or 5 or a written representation pursuant to Item 405(b)(2)(i) of
Regulation S-K from the individual General Partners, the Registrant is unaware
whether the individual General Partners filed on a timely basis reports required
under Section 16(a) of the Securities Exchange Act of 1934.
Prudential-Bache Properties, Inc., Managing General Partner
The directors and officers of PBP and their positions with regard to
managing the Registrant are as follows:
Name Position
---- --------
Thomas F. Lynch President, Chief Executive Officer,
Chairman of the Board of
Directors and Director
Barbara J. Brooks Vice President--Finance and
Chief Financial Officer
Eugene D. Burak Vice President
Chester A. Piskorowski Vice President
Frank W. Giordano Director
Nathalie P. Maio Director
THOMAS F. LYNCH, III, age 36, is the President, Chief Executive Officer,
Chairman of the Board of Directors and a Director of PBP. He is a Senior Vice
President of Prudential Securities Incorporated ("PSI"), an affiliate of PBP.
Mr. Lynch also serves in various capacities for other affiliated companies. Mr.
Lynch joined PSI in November 1989.
BARBARA J. BROOKS, age 47, is the Vice President--Finance and Chief
Financial Officer of PBP. She is a Senior Vice President of PSI. Ms. Brooks also
serves in various capacities for other affiliated companies. She has held
several positions within PSI since 1983. Ms. Brooks is a certified public
accountant.
EUGENE D. BURAK, age 50, is a Vice President of PBP. He is a First Vice
President of PSI. Prior to joining PSI in September 1995, he was a management
consultant for three years and was with Equitable Capital Management Corporation
from March 1990 to May 1992. Mr. Burak is a certified public accountant.
CHESTER A. PISKOROWSKI, age 52, is a Vice President of PBP. He is a Senior
Vice President of PSI. He is the Senior Manager of the Direct Investment Group
Asset Management area. Mr. Piskorowski has held several positions within PSI
since April 1972. Mr. Piskorowski is a member of the New York and Federal Bars.
FRANK W. GIORDANO, age 53, is a Director of PBP. He is a Senior Vice
President of PSI and General Counsel of Prudential Mutual Fund Management, Inc.,
an affiliate of PSI. Mr. Giordano also serves in various capacities for other
affiliated companies. He has been with PSI since July 1967.
NATHALIE P. MAIO, age 45, is a Director of PBP. She is a Senior Vice
President and Deputy General Counsel of PSI and supervises virtually all of the
non-litigation legal work for PSI, including all of the PSI Law Department's
corporate and marketing-review activity. She joined PSI's Law Department in
1983; presently, she also serves in numerous capacities for other affiliated
companies.
There are no family relationships among any of the foregoing directors or
officers. All of the foregoing officers and/or directors have indefinite terms.
Individual General Partners
George S. Watson, age 55, is a financial specialist and a certified public
accountant. He is also a member of the board of directors of Lyco Energy
Corporation as well as the Advisory Council of the University of Texas Business
School and a member of its Chancellor's Council. Mr. Watson attended the
University of
C-7
<PAGE>
Texas in Austin, graduating summa cum laude in 1963 with a B.B.A. in accounting
and finance. He received his M.B.A. in accounting and finance from the
University of Texas in 1965, graduating first in his class and summa cum laude.
He has received various awards and scholarships and is a member of many
fraternal organizations including Phi Kappa Phi, the honorary scholastic
fraternity.
A. Starke Taylor, III, age 52, holds a bachelor of business administration
degree from Southern Methodist University which was awarded in 1966. He is past
president of the North Dallas Chamber of Commerce. Active in the community, Mr.
Taylor is the chairman of the board of Priority One, an international missionary
organization, the founding chairman of the board of the Park Central Athletic
Association, a member of the Dallas regional board of the Salvation Army, and a
board member of the Dallas Theological Seminary. Mr. Taylor was recognized in
1983 by D Magazine as one of Dallas' 10 most outstanding young business leaders.
ITEM 11. EXECUTIVE COMPENSATION
The Registrant does not pay or accrue any fees, salaries or any other form
of compensation to directors and officers of the Managing General Partner or to
the individual General Partners for their services. Certain officers and
directors of the Managing General Partner receive compensation from affiliates
of the Managing General Partner, not from the Registrant, for services performed
for various affiliated entities, which may include services performed for the
Registrant; however, the Managing General Partner believes that any compensation
attributable to services performed for the Registrant is immaterial (see also
Item 13 Certain Relationships and Related Transactions for information regarding
reimbursement to the General Partners for services provided to the Partnership).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 13, 1995, no individual General Partner or director or
officer of the Managing General Partner owns directly or beneficially any
interest in the voting securities of the Managing General Partner.
As of December 13, 1995, no individual General Partner or director or
officer of the Managing General Partner owns directly or beneficially any of the
Units issued by the Registrant. However, the General Partners have contributed
to the Registrant and, based on such contribution, they are allowed to
participate in the distributions to the limited partners and in the Registrant's
profits and losses in the same proportion that the General Partners' capital
contribution bears to the total capital contributions of the limited partners.
The Managing General Partner retained its right to receive funds from the
Registrant, such as General Partner distributions and reimbursement of expenses,
but waived its right to share in any limited partner cash distributions and
allocation of Registrant's profits and losses.
As of December 13, 1995, no beneficial owner who is neither an individual
General Partner nor a director or officer of the Managing General Partner
beneficially owns more than five percent (5%) of the Units issued by the
Registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant has and will continue to have certain relationships with the
General Partners and their affiliates. However, there have been no direct
financial transactions between the Registrant and the individual General
Partners or the directors or officers of the Managing General Partner.
Reference is made to Notes A and F of the financial statements in the
Registrant's Annual Report which is filed as an exhibit hereto, which identify
the related parties and discuss the services provided by these parties and the
amounts paid or payable for their services.
C-8
<PAGE>
PART IV
Page in
Annual
Report
--------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) 1. Financial Statements and Independent Auditors' Report--
Incorporated by reference to Registrant's Annual Report
which is filed as an exhibit hereto
Independent Auditors' Report 2
Financial Statements:
Statements of Financial Condition--September 30, 1995 and 1994 3
Statements of Operations--Three years ended September 30, 1995 4
Statements of Changes in Partners' Capital--Three years ended
September 30, 1995 5
Statements of Cash Flows--Three years ended September 30, 1995 6
Notes to Financial Statements 7
2. Financial Statement Schedules and Independent Auditors' Report on
Schedules
Independent Auditors' Report on Schedules
Schedules:
II--Valuation and Qualifying Accounts and Reserves--Three years
ended September 30, 1995
III--Real Estate and Accumulated Depreciation at September 30, 1995
Notes to Schedule III--Real Estate and Accumulated Depreciation
All other schedules have been omitted because they are not
applicable or the required information is included in the financial
statements or the notes thereto.
3. Exhibits
Description:
3.01 Amended and Restated Certificate and Agreement of Limited
Partnership (1)
3.02 Amendment to the Amended and Restated Certificate and Agreement
of Limited Partnership (5)
4.01 Certificate of Limited Partnership Interest (1)
10.01 Management Agreement and Guaranty (1)
10.02 Construction Contract dated August 9, 1985, for the Barrow
Road Business Center (2)
10.03 Construction Contract dated October 31, 1985, for the LaPrada
Business Center (2)
10.04 Construction Contract dated October 16, 1984, for the Peoria
Office and Storage Park (2)
10.05 Construction Contract dated October 17, 1984, for the
Westheimer West Business Center (2)
10.11 Opinion of The Lomas & Nettleton Advisory Group, Inc. (3)
10.12 Property Management Agreement dated as of November 1, 1988 by
and between the Registrant and Public Storage Commercial
Properties Group, Inc. (4)
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<PAGE>
10.13 Property Management Agreement dated as of November 1, 1988 by
and between the Registrant and Public Storage Management,
Inc. (4)
10.15 Assignment of Deed of Trust, Mortgage, Promissary Note and
Other Documents dated December 5, 1988 by First Commonwealth
Mortgage Trust to the Registrant (4)
10.16 Promissory Note in the principal amount of $638,000 executed
by the Registrant in favor of First Commonwealth Mortgage
Trust (4)
10.17 Deed of Trust, Security Agreement and Assignment of Rents
dated December 7, 1988 by the Registrant to John M. Walker,
Jr., Trustee for the benefit of First Commonwealth Mortgage
Trust (4)
10.18 Deed of Trust, Security Agreement and Assignment of Rents
dated January 4, 1989 by the Registrant to John M. Walker,
Jr., Trustee for the benefit of First Commonwealth Mortgage
Trust (5)
10.19 Mortgage Security Agreement and Assignment of Rents dated July
11, 1989 by the Registrant to First Commonwealth Mortgage
Trust (5)
13.01 Annual Report for the year ended September 30, 1995 (filed
herewith). (With the exception of the information and data
incorporated by reference in Items 3, 7, and 8 of this Annual
Report on Form 10-K, no other information or data appearing in
the 1995 Annual Report to Limited Partners is to be deemed
filed as part of this report.)
27 Financial Data Schedule
(b) Reports on Form 8-K
Registrant's Current Report on Form 8-K dated December 6, 1995, as
filed with the Securities and Exchange Commission on December 6,
1995, relating to Item 5 regarding the communication of certain
information to the limited partners.
Registrant's Current Report on Form 8-K dated December 15, 1995, as
filed with the Securities and Exchange Commission on December 26,
1995, relating to Item 5 regarding the intention of the Partnership
to solicit bids for the Partnership's properties.
- ------------------
(1) Filed as an exhibit to Registration Statement on Form S-11 (No. 2-94976)
and incorporated herein by reference.
(2) Filed as an exhibit to Registrant's Form 10-K for the year ended September
30, 1985 and incorporated herein by reference.
(3) Filed as an exhibit to Registrant's Form 8-K filed with the Commission on
March 19, 1986 and incorporated herein by reference.
(4) Filed as an exhibit to Registrant's Form 10-K for the year ended September
30, 1988 and incorporated herein by reference.
(5) Filed as an exhibit to Registrant's Form 10-K for the year ended September
30, 1989 and incorporated herein by reference.
C-10
<PAGE>
(LOGO) 1211 Avenue of the Americas Phone: 212 403-5200
New York, New York 10036 Fax: 212 404-5700
CONSENT OF INDEPENDENT AUDITORS
To the Partners
Prudential-Bache/Watson & Taylor, Ltd.-3
We consent to the incorporation by reference in this Annual Report
(Form 10-K) of Prudential-Bache/Watson & Taylor, Ltd.-3 of our report
dated November 6, 1995, included in the 1995 Annual Report to Limited
Partners of Prudential-Bache/Watson & Taylor, Ltd.-3.
Our audits also included the financial statement schedules of
Prudential-Bache/Watson & Taylor Ltd.-3 listed in Item 14(a). These
schedules are the responsibility of the Partnership's management. Our
responsibility is to express an opinion based on our audits. In our
opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set
forth therein.
Ernst & Young LLP
December 27, 1995
C-11
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
- --------------------------------------------------------------------------
Allowance for Loss on Impairment of Assets
<TABLE>
<CAPTION>
Deductions-Amounts
Year Ended Balance at Additions-Amounts Written-off During Balance at
September 30 Beginning of Year Reserved During Year Year End of Year
- --------------- ----------------- -------------------- ------------------ ------------
<S> <C> <C> <C> <C>
1993 $ 2,745,000 -- -- $2,745,000
1994 $ 2,745,000 -- -- $2,745,000
1995 $ 2,745,000 $2,000,000 -- $4,745,000
</TABLE>
- --------------------------------------------------------------------------------
C-12
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
September 30, 1995
<TABLE>
<CAPTION>
Costs
capitalized
Initial cost to (sold) Gross amount at which carried at
Registrant subsequent to Permanent close of period
----------------------------- acquisition writedown -------------------------------------------
Buildings -------------- of impaired Buildings Total
Description (NOTE C) Land and Improvements Improvements assets Land and Improvements (NOTE A)
- --------------------- ---------- ---------------- -------------- ----------- ---------- ---------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
IMPROVED PROPERTIES:
Barrow Road
Little Rock, Arkansas $ 855,013 $ -- $ 2,887,734 $ -- $ 861,681 $ 2,881,066 $ 3,742,747
La Prada
Mesquite, Texas 1,115,034 -- 2,327,661 -- 1,123,319 2,319,376 3,442,695
Tulsa Peoria
Tulsa, Oklahoma 271,869 558,438 1,401,346 -- 275,613 1,956,040 2,231,653
Westheimer
Houston, Texas 866,561 488,841 1,089,466 -- 872,985 1,571,883 2,444,868
Eastgate
Garland, Texas 730,000 1,070,000 101,975 -- 730,000 1,171,975 1,901,975
Quail Valley
Missouri City, Texas 375,000 1,125,000 87,647 -- 375,000 1,212,647 1,587,647
Mt. Holly
Mt. Holly, New Jersey 260,000 1,583,521 21,162 -- 260,000 1,604,683 1,864,683
UNIMPROVED
PROPERTIES:
I-820/377
Haltom City, Texas 1,100,465 -- (1,100,465) -- -- -- --
I-35/I-20
Dallas, Texas 2,583,194 -- 26,477 -- 2,609,671 -- 2,609,671
Southlake
Southlake, Texas 1,670,925 -- 12,578 (340,000) 1,343,503 -- 1,343,503
---------- ---------- ------------ --------- ---------- ------------ -----------
TOTAL $9,828,061 $4,825,800 $ 6,855,581 $(340,000) $8,451,772 $ 12,717,670 $21,169,442
========== ========== ============ ========= ========== ============ ===========
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Life on which
depreciation
in latest
Accumulated income
depreciation Date of Date statement
Description (NOTE C) (NOTE B) construction acquired is computed
- --------------------- ----------- ------------ -------- --------------
<S> <C> <C> <C> <C>
IMPROVED PROPERTIES:
Barrow Road 5 to
Little Rock, Arkansas $1,110,120 1985 1985 25 years
La Prada 5 to
Mesquite, Texas 934,545 1985 1985 25 years
Tulsa Peoria 5 to
Tulsa, Oklahoma 826,136 1985 1985 25 years
Westheimer 5 to
Houston, Texas 675,981 1985 1985 25 years
Eastgate 5 to
Garland, Texas 349,801 -- 1988 25 years
Quail Valley 5 to
Missouri City, Texas 380,691 -- 1988 25 years
Mt. Holly 5 to
Mt. Holly, New Jersey 426,374 -- 1989 25 years
UNIMPROVED
PROPERTIES:
I-820/377
Haltom City, Texas -- -- 1985 N/A
I-35/I-20
Dallas, Texas -- -- 1985 N/A
Southlake
Southlake, Texas -- -- 1985 N/A
----------
TOTAL $4,703,648
==========
- --------------------------------------------------------------------------------
</TABLE>
See notes on following page
C-13
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
NOTES TO SCHEDULE III
September 30, 1995
NOTE A--RECONCILIATION SUMMARY OF TRANSACTIONS--REAL ESTATE
<TABLE>
<CAPTION>
Year ended September 30,
-----------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Balance at beginning of period.......................... $21,059,431 $20,971,114 $20,948,850
Net additions during the period......................... 110,011 88,317 22,264
----------- ----------- -----------
Balance at close of period.............................. $21,169,442 $21,059,431 $20,971,114
=========== =========== ===========
</TABLE>
An additional allowance for loss on impairment of $2,000,000 was provided
on the above assets in 1995, bringing the total allowance for loss on impairment
to $4,745,000 as of September 30, 1995. See Note C of the financial statements
in the Registrant's Annual Report which is filed as an exhibit hereto.
The aggregate cost of land, buildings and improvements, and furniture and
fixtures for Federal income tax purposes for the tax year ended September 30,
1995 was $22,051,986.
NOTE B--RECONCILIATION SUMMARY OF TRANSACTIONS--ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Year ended September 30,
-----------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Balance at beginning of period.......................... $ 4,174,673 $ 3,653,135 $ 3,131,669
Depreciation during the period charged to
expense............................................... 528,975 521,538 521,466
----------- ----------- -----------
Balance at close of period.............................. $ 4,703,648 $ 4,174,673 $ 3,653,135
=========== =========== ===========
</TABLE>
NOTE C--The Eastgate, Quail Valley and Mt. Holly properties have been pledged
as collateral for the Registrant's $638,000 promissory note. See Note D
of the financial statements in the Registrant's Annual Report which is
filed as an exhibit hereto.
C-14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Prudential-Bache/Watson & Taylor, Ltd.-3
By: Prudential-Bache Properties, Inc.,
A Delaware corporation,
Managing General Partner
By: /s/ EUGENE D. BURAK Date: December 28, 1995
-----------------------------------------------
EUGENE D. BURAK
VICE PRESIDENT
CHIEF ACCOUNTING OFFICER FOR THE REGISTRANT
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partners) and on
the dates indicated.
By: Prudential-Bache Properties, Inc.,
A Delaware corporation,
Managing General Partner
By: /s/ THOMAS F. LYNCH Date: December 28, 1995
-----------------------------------------------
THOMAS F. LYNCH
PRESIDENT, CHIEF EXECUTIVE OFFICER,
CHAIRMAN OF THE BOARD OF DIRECTORS AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
By: /s/ BARBARA J. BROOKS Date: December 28, 1995
-----------------------------------------------
BARBARA J. BROOKS
VICE PRESIDENT-FINANCE AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
By: /s/ EUGENE D. BURAK Date: December 28, 1995
-----------------------------------------------
EUGENE D. BURAK
VICE PRESIDENT
CHIEF ACCOUNTING OFFICER FOR THE REGISTRANT
BY: /S/ FRANK W. GIORDANO Date: December 28, 1995
-----------------------------------------------
FRANK W. GIORDANO
DIRECTOR
By: /s/ NATHALIE P. MAIO Date: December 28, 1995
-----------------------------------------------
NATHALIE P. MAIO
DIRECTOR
C-15
<PAGE>
1995
- ----------------------------------------------------------------
PRUDENTIAL-BACHE/ ANNUAL
WATSON & TAYLOR, LTD.-3 REPORT
C-16
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
1995 ANNUAL REPORT
January 1996
Enclosed are the financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations of
Prudential-Bache/Watson & Taylor, Ltd.-3 for the fiscal year ended September 30,
1995.
On December 15, 1995, the Management Committee of the Partnership
determined to seek bids for all of the properties held by the Partnership. If
acceptable bids are received by the Partnership, the Partnership will enter into
agreements to sell the properties, subject to the approval of the limited
partners owning a majority of the Units, as required by the Partnership
Agreement. If such sales are approved and consummated, the Partnership will
liquidate and distribute its assets to its partners. There can, of course, be no
assurance that acceptable bids will be received or that any transactions will be
consummated.
The Partnership's net income before depreciation and a provision for loss
on impairment of assets increased by approximately $36,000 for the year ended
September 30, 1995 ("fiscal 1995") as compared to the year ended September 30,
1994 ("fiscal 1994").
Rental income increased by approximately $63,000 in fiscal 1995 as compared
to fiscal 1994. Increases in rental revenues at the Eastgate, Quail Valley and
Mr. Holly properties were due to increases in average occupancies and increased
rental revenues at the Tulsa Peoria and Barrow Road properties were due to
improved rental rates. Rental revenues at La Prada and Westheimer remained
stable.
Property operating expenses increased by approximately $35,000 in fiscal
1995 as compared to fiscal 1994 primarily due to increased payroll costs at the
properties. Interest expense increased by approximately $17,000 as compared to
the prior year as a result of increased cash flows at the three properties which
collateralize the note. (Interest expense on the note accrues as a percentage of
net cash flow).
General and administrative expenses decreased by approximately $19,000 in
fiscal 1995 compared to fiscal 1994 primarily due to the accrual of prior
periods' general, administrative and monitoring expense reimbursements in the
second quarter of fiscal 1994 offset by higher office expenses at the properties
and an increase in professional fees in fiscal 1995.
A provision for loss on impairment of assets for $2,000,000 was recorded in
fiscal 1995 based upon estimated amounts recoverable through future operations
and ultimate disposition of the properties and a reduced holding period until
the properties are disposed.
The distribution to limited partners for the fourth quarter, which was paid
in November 1995, was $1.25 per $500 unit. This distribution was funded form
cash generated by the operations of the Partnership's properties. Your
Prudential Securities account was credited with this distribution unless you
previously instructed otherwise.
We encourage you to read the attached report for a more complete discussion
of the Partnership's results of operations. For tax planning purposes, your
Schedule K-1 (Form 1065) will be mailed in March. Should you have any questions
concerning your investment or your account status, please contact Prudential
Securities' Client Services Department at 1-800-535-2077.
C-17
<PAGE>
AUDIT OPINION
C-18
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30,
---------------------------
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
Investment in property:
Land $ 8,451,772 $ 8,451,772
Buildings and improvements 12,368,563 12,277,288
Furniture, fixtures and equipment 349,107 330,371
Less: Accumulated depreciation and amortization (4,703,648) (4,174,673)
Allowance for loss on impairment of assets (4,745,000) (2,745,000)
----------- -----------
Net investment in property 11,720,794 14,139,758
Cash and cash equivalents 1,008,091 708,909
Other assets 13,148 55,097
----------- -----------
Total assets $12,742,033 $14,903,764
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Note payable $ 638,000 $ 638,000
Accounts payable and accrued expenses 157,860 279,503
Accrued real estate taxes 142,130 144,899
Deposits due to tenants 95,365 79,924
Due to affiliates 78,018 40,285
Unearned rental income 32,944 25,485
----------- -----------
Total liabilities 1,144,317 1,208,096
----------- -----------
Contingencies
Partners' capital
Limited partners (53,855 limited and equivalent units issued and
outstanding) 11,394,078 13,501,222
General partners 203,638 194,446
----------- -----------
Total partners' capital 11,597,716 13,695,668
----------- -----------
Total liabilities and partners' capital $12,742,033 $14,903,764
=========== ===========
- --------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements
C-19
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended September 30,
-----------------------------------------
1995 1994 1993
----------- ---------- ----------
<S> <C> <C> <C>
REVENUES
Rental income $ 1,953,727 $1,890,856 $1,834,820
Interest 18,910 11,738 12,663
Other 14,741 17,366 9,141
----------- ---------- ----------
1,987,378 1,919,960 1,856,624
----------- ---------- ----------
EXPENSES
Property operating 690,174 654,914 560,550
Depreciation and amortization 528,975 521,538 521,466
Real estate taxes 210,381 212,206 245,550
General and administrative 238,637 257,627 242,215
Interest 53,130 36,058 40,662
Provision for loss on impairment of assets 2,000,000 -- --
----------- ---------- ----------
3,721,297 1,682,343 1,610,443
----------- ---------- ----------
Net income (loss) $(1,733,919) $ 237,617 $ 246,181
=========== ========== ==========
ALLOCATION OF NET INCOME (LOSS)
Limited partners $(1,772,234) $ 182,100 $ 189,984
=========== ========== ==========
General partners $ 38,315 $ 55,517 $ 56,197
=========== ========== ==========
Net income (loss) per limited partnership unit $ (33.07) $ 3.40 $ 3.55
=========== ========== ==========
- ----------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements
C-20
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Limited General
Partners Partners Total
----------- -------- -----------
<S> <C> <C> <C>
Partners' capital--September 30, 1992 $14,388,918 $192,343 $14,581,261
Net income 189,984 56,197 246,181
Distributions (658,024) (57,285) (715,309)
----------- -------- -----------
Partners' capital--September 30, 1993 13,920,878 191,255 14,112,133
Net income 182,100 55,517 237,617
Distributions (601,756) (52,326) (654,082)
----------- -------- -----------
Partners' capital--September 30, 1994 13,501,222 194,446 13,695,668
Net income (loss) (1,772,234) 38,315 (1,733,919)
Distributions (334,910) (29,123) (364,033)
----------- -------- -----------
Partners' capital--September 30, 1995 $11,394,078 $203,638 $11,597,716
=========== ======== ===========
- ----------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements
C-21
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended September 30,
-----------------------------------------
1995 1994 1993
----------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Rental income and deposits received $ 2,018,576 $1,885,101 $1,804,988
Interest received 18,910 11,738 12,663
Other income received 14,741 17,366 9,141
Property operating expenses paid (818,900) (576,135) (498,474)
Real estate taxes paid (213,150) (222,935) (235,079)
General and administrative expenses paid (193,821) (259,751) (275,629)
Interest paid (53,130) (36,647) (29,479)
----------- ---------- ----------
Net cash provided by operating activities 773,226 818,737 788,131
----------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Property improvements (110,011) (88,317) (22,264)
----------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions paid (364,033) (687,731) (785,178)
----------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 299,182 42,689 (19,311)
Cash and cash equivalents at beginning of year 708,909 666,220 685,531
----------- ---------- ----------
Cash and cash equivalents at end of year $ 1,008,091 $ 708,909 $ 666,220
=========== ========== ==========
- ----------------------------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
Net income (loss) $(1,733,919) $ 237,617 $ 246,181
----------- ---------- ----------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 528,975 521,538 521,466
Provision for loss on impairment of assets 2,000,000 -- --
Changes in:
Other assets 41,949 (12,337) (30,529)
Accounts payable and accrued expenses (121,643) 77,452 82,810
Accrued real estate taxes (2,769) (10,729) 10,471
Due to affiliates 37,733 (1,386) (42,965)
Deposits due to tenants 15,441 22,086 (1,240)
Unearned rental income 7,459 (15,504) 1,937
----------- ---------- ----------
Total adjustments 2,507,145 581,120 541,950
----------- ---------- ----------
Net cash provided by operating activities $ 773,226 $ 818,737 $ 788,131
=========== ========== ==========
- ----------------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES
Distributions to partners $ (364,033) $ (654,082) $ (715,309)
Decrease in distribution payable -- (33,649) (69,869)
----------- ---------- ----------
Distributions paid to partners $ (364,033) $ (687,731) $ (785,178)
=========== ========== ==========
- ----------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements
C-22
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
A. GENERAL
Prudential-Bache/Watson & Taylor, Ltd.-3 (the "Partnership") is a Texas
limited partnership formed on November 13, 1984 which will terminate on December
31, 2050 unless terminated sooner under the provisions of the Amended and
Restated Certificate and Agreement of Limited Partnership (the "Partnership
Agreement"). The Partnership was formed for the purpose of acquiring, owning,
developing and operating self-storage and office/showroom warehouse complexes;
investing in unimproved commercial properties; and investing in first lien
mortgage loans on existing or to-be-constructed commercial income-producing
properties. The general partners of the Partnership are Prudential-Bache
Properties, Inc. ("PBP"), a wholly-owned subsidiary of Prudential Securities
Group Inc., George S. Watson, and A. Starke Taylor, III (collectively, the
"General Partners"). PBP is the Managing General Partner and is responsible for
the day-to-day operations of the Partnership and its investments. At September
30, 1995 the Partnership owned nine properties.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The books and records of the Partnership are maintained on the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Partnership's fiscal year for both book and tax purposes ends on September
30.
Certain balances from prior years have been reclassified to conform with
the current year's financial statement presentation.
Property and equipment
Property investments are carried at the lower of depreciated cost or
estimated amounts recoverable through future operations and ultimate disposition
of the property. Property investments are depreciated or amortized using the
straight-line method over their estimated economic lives which range from 5 to
25 years depending on property type. A valuation allowance is recorded when
estimated amounts recoverable through future operations and ultimate disposition
of the property are below depreciated cost.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which will be
adopted by the Partnership as of October 1, 1995 for its financial statements
for the year ended September 30, 1996. Under SFAS No. 121, impairment for
properties to be held and used is determined to exist when estimated amounts
recoverable through future operations on an undiscounted basis are below the
property's carrying value. If a property is determined to be impaired, it should
be recorded at the lower of its carrying value or its fair value. For properties
that are held for sale, SFAS No. 121 proscribes that they should be reported at
the lower of carrying amount or fair value less cost to sell. The Partnership
believes that the implementation of SFAS No. 121 will not have a material effect
on the Partnership's results of operations or financial position (see Note J).
Cash and cash equivalents
Cash and cash equivalents include money market funds whose cost
approximates market.
Income taxes
The Partnership is not required to provide for, or pay, any Federal or
state income taxes. Income tax attributes that arise from its operations are
passed directly to the individual partners. The Partnership may be subject to
other state and local taxes in jurisdictions in which it operates.
C-23
<PAGE>
Profit and loss allocations and distributions
Net operating income before depreciation is allocated 92% to the limited
partners and 8% to the General Partners. Net operating loss, provision for loss
on impairment of assets, and depreciation are allocated 99% to the limited
partners and 1% to the General Partners.
Distributions of cash are made in accordance with the Partnership Agreement
and are allocated 92% to the limited partners and 8% to the General Partners.
Net income (loss) per limited partnership unit for the year ended September
30, 1995 is based on 53,585 limited and equivalent units outstanding, which
excludes 270 equivalent units held by PBP (see Note F) for which PBP has waived
all of its rights therein. Prior years' per unit amounts have been restated to
eliminate the equivalent units held by PBP.
C. INVESTMENT IN PROPERTY
The Partnership's properties at September 30, 1995 and 1994 were:
1995 1994
----------- -----------
IMPROVED PROPERTIES:
Barrow Road - Little Rock, Arkansas $ 2,632,627 $ 2,694,631
La Prada - Mesquite, Texas 2,508,150 2,585,605
Tulsa Peoria - Tulsa, Oklahoma 1,405,517 1,474,119
Westheimer - Houston, Texas 1,768,887 1,823,370
Eastgate - Garland, Texas 1,552,174 1,595,311
Quail Valley - Missouri City, Texas 1,206,956 1,256,732
Mt. Holly - Mt. Holly, New Jersey 1,438,309 1,501,816
----------- -----------
12,512,620 12,931,584
----------- -----------
UNIMPROVED PROPERTIES:
I-35/I-20 - Dallas, Texas 2,609,671 2,609,671
Southlake - Southlake, Texas 1,343,503 1,343,503
----------- -----------
3,953,174 3,953,174
----------- -----------
LESS: allowance for loss on impairment of
assets (4,745,000) (2,745,000)
----------- -----------
$11,720,794 $14,139,758
=========== ===========
Based upon estimated amounts recoverable through future operations and
ultimate disposition of the properties and a reduced holding period until the
properties are disposed of, an additional allowance for loss on impairment of
assets of $2,000,000 was recorded as of September 30, 1995.
D. NOTE PAYABLE
On March 5, 1986, the Partnership purchased an 88.81% participating
interest in a $5,700,000 loan (the "Loan") from First Commonwealth Mortgage
Trust (the "Lender") to TriProperties, Ltd. (the "Borrower"), an affiliate of
Messrs. Watson and Taylor. The Loan was secured by the Mt. Holly, Eastgate and
Quail Valley properties (collectively, the "Mortgaged Properties").
On December 5, 1988, following the default by the Borrower under the Loan,
the Partnership and the Lender entered into an agreement whereby the Lender
assigned the note evidencing the Loan to the Partnership in exchange for the
Partnership's issuance to the Lender of a promissory note in the amount of
$638,000. The Partnership's promissory note bears interest, payable quarterly,
at a rate equal to 11.19% of net cash flow from the Mortgaged Properties and the
full amount thereof is due on January 30, 1999, the maturity date of the Loan.
Subsequently, the Partnership foreclosed and took title to each of the Mortgaged
Properties and granted a first lien on such properties to the Lender as
collateral for the Partnership's $638,000 promissory note.
Interest expense on the promissory note was $53,130, $36,058 and $40,662
for the years ended September 30, 1995, 1994 and 1993, respectively.
C-24
<PAGE>
E. MINIMUM FUTURE LEASE REVENUES
The Partnership earns a portion of its rental income from month-to-month
leasing arrangements; however, the Partnership also has certain noncancellable
operating leases with tenants at the Partnership's properties. The minimum
future rental revenues receivable under these noncancellable operating leases at
the Partnership's improved properties are approximately $516,000 and $136,000
for the years ending September 30, 1996 and 1997, respectively.
F. RELATED PARTIES
PBP and its affiliates perform services for the Partnership which include,
but are not limited to: accounting and financial management, transfer and
assignment functions, asset management (including direct management of the
Partnership's unimproved properties), investor communications, printing and
other administrative services. PBP and its affiliates receive reimbursements for
costs incurred in connection with these services, the amount of which is limited
by the provisions of the Partnership Agreement. The costs and expenses incurred
on behalf of the Partnership which are reimbursable to PBP and its affiliates
for the years ended September 30, 1995, 1994 and 1993 were approximately
$97,000, $102,000, and $89,000, respectively.
Affiliates of Messrs. Watson and Taylor, the individual General Partners,
also perform certain administrative and monitoring functions on behalf of the
Partnership. The Partnership recorded $25,850 relating to the reimbursement for
these services for the period from November 1988 through December 1993 during
the three months ended March 31, 1994. Beginning January 1, 1994, the
Partnership has incurred $1,250 quarterly for the continuing reimbursement of
these services.
PBP and Messrs. Watson and Taylor, the individual General Partners of the
Partnership, own 270, 135 and 135 equivalent limited partnership units,
respectively. PBP receives funds from the Partnership, such as General Partner
distributions and reimbursement of expenses, but has waived all of its rights
resulting from its ownership of equivalent limited partnership units.
Accordingly, limited partner distributions per Unit and net income (loss) per
Unit are calculated net of 270 equivalent limited partnership Units.
Prudential Securities Incorporated ("PSI"), an affiliate of PBP, owns 253
limited partnership units at September 30, 1995.
G. INCOME TAXES
The following is a reconciliation of net income (loss) for financial
reporting purposes to net income for tax reporting purposes for the years ended
September 30, 1995, 1994 and 1993, respectively:
<TABLE>
<CAPTION>
1995 1994 1993
----------- -------- --------
<S> <C> <C> <C>
Net income (loss) per financial statements $(1,733,919) $237,617 $246,181
Book depreciation and amortization in excess of tax 84,391 82,243 82,498
Carrying costs on land held for investment, capitalized for
tax purposes 53,926 54,303 54,812
Rent received in advance, reported as income for tax
purposes 32,944 25,485 40,989
Reversal of prior years' rents received in advance, reported
as taxable income in prior years (25,485) (40,989) (39,052)
Tax depreciation and amortization in excess of book (29,326) (31,529) (31,126)
Additional expenses included in taxable income (6,144) (6,022) (6,022)
Provision for loss on impairment of assets 2,000,000 -- --
----------- -------- --------
Tax basis net income $ 376,387 $321,108 $348,280
=========== ======== ========
</TABLE>
The differences between the tax basis and book basis of partners' capital
are primarily attributable to the cumulative effect of book to tax income
adjustments.
H. CONTINGENCIES
By order of the Judicial Panel on Multidistrict Litigation dated April 14,
1994, a number of purported class actions then pending in various federal
district courts were transferred to a single judge of the United States
C-25
<PAGE>
District Court for the Southern District of New York and consolidated for
pretrial proceedings under the caption In re Prudential Securities Incorporated
Limited Partnerships Litigation (MDL Docket No. 1005).
On June 8, 1994 plaintiffs in the transferred cases filed a complaint that
consolidated the previously filed complaints and named as defendants, among
others, PSI, certain of its present and former employees, and PBP. The
Partnership was not named a defendant in the consolidated complaint, but the
name of the Partnership was listed as being among the limited partnerships at
issue in the case. On August 9, 1995 PBP, PSI and other Prudential defendants
entered into a Stipulation and Agreement of Partial Compromise and Settlement
with legal counsel representing plaintiffs in the consolidated actions. The
court preliminarily approved the settlement agreement by order dated August 29,
1995 and, following a hearing held November 17, 1995, found that the agreement
was fair, reasonable, adequate and in the best interests of the plaintiff class.
The court gave final approval to the settlement, certified a class of purchasers
of specific limited partnerships, including the Partnership, released all
settled claims by members of the class against the PSI settling defendants and
permanently barred and enjoined class members from instituting, commencing or
prosecuting any settled claim against the released parties. The full amount due
under the settlement agreement has been paid by PSI.
I. SUBSEQUENT EVENT
In November 1995, distributions of approximately $67,000 and $6,000 were
paid to the Limited Partners and the General Partners, respectively, for the
quarter ended September 30, 1995.
J. EVENT SUBSEQUENT TO DATE OF AUDITORS' REPORT
On December 15, 1995, the Management Committee of the Partnership
determined to seek bids for all of the properties held by the Partnership. If
acceptable bids are received by the Partnership, the Partnership would enter
into agreements to sell the properties, subject to the approval of the limited
partners owning a majority of the Units, as required by the Partnership
Agreement. If such sales are approved and consummated, the Partnership would
liquidate and distribute its assets to its partners. There can, of course, be no
assurance that acceptable bids will be received or that any transactions will be
consummated.
C-26
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership owns and operates three office/showroom/warehouse
facilities, three mini-storage complexes, and one office facility, along with
two parcels of undeveloped land. On December 15, 1995, the Management Committee
of the Partnership determined to seek bids for all of the properties held by the
Partnership. If acceptable bids are received by the Partnership, the Partnership
would enter into agreements to sell the properties, subject to the approval of
the limited partners owning a majority of the Units, as required by the
Partnership Agreement. If such sales are approved and consummated, the
Partnership would liquidate and distribute its assets to its partners. There
can, of course, be no assurance that acceptable bids will be received or that
any transactions will be consummated.
During the year ended September 30, 1995 ("fiscal 1995"), the Partnership's
cash and cash equivalents increased by approximately $299,000 to $1,008,000 due
to cash flows from operations for the quarter ended September 30, 1995 in excess
of distributions and capital expenditures and cash retained for future property
improvements. Distributions paid during the year ended September 30, 1995
totaled approximately $364,000, of which $335,000 and $29,000 were paid to the
limited partners and General Partners, respectively. These distributions were
funded from cash generated by the operations of its properties.
The Partnership believes that it will continue to be able to meet its cash
requirements in the foreseeable future with cash generated by the operations of
its properties. However, the Partnership's ability to make future distributions
to the partners and the amount of the distributions that may be made will be
affected by the amount of cash generated by the Partnership from operations of
the properties, the amount expended for capital improvements and the amount set
aside for budgeted capital improvements.
Capital improvements are currently budgeted at approximately $256,000 for
calendar year 1996. Included in the calendar year 1996 budget, is an estimate
for a roof replacement at the Eastgate property, the need for which has been
accelerated by storm damage.
RESULTS OF OPERATIONS
Average occupancies for the years ended September 30, 1995, 1994 and 1993
were as follows:
Property 1995 1994 1993
-------- ---- ---- ----
Barrow Road 91% 92% 89%
La Prada 93 95 94
Tulsa Peoria 87 90 94
Westheimer 76 81 83
Eastgate 99 96 90
Quail Valley 100 98 94
Mt. Holly 93 88 83
(Occupancies are calculated by dividing occupied units
by available units.)
1995 vs. 1994
Net income decreased by approximately $1,972,000 for fiscal 1995 as
compared to the year ended September 30, 1994 ("fiscal 1994") primarily due to
the additional $2,000,000 allowance for loss on impairment of assets as further
discussed in Note C to the financial statements. Before the provision for loss
on impairment of assets, net income increased by approximately $28,000 for
fiscal 1995 as compared to fiscal 1994 for the reasons discussed below.
Rental income increased by approximately $63,000 for fiscal 1995 as
compared to fiscal 1994. Rental income increased at the Eastgate, Quail Valley,
and Mt. Holly properties primarily due to increased average occupancies. Rental
income was up at Tulsa Peoria and Barrow Road due to increased rental rates.
Rental income at La Prada and Westheimer remained stable as lower occupancies
offset higher rental rates.
C-27
<PAGE>
Interest income increased approximately $7,000 during fiscal 1995 as
compared to fiscal 1994 because of increases in average cash balances available
to be invested in short-term investments.
Property operating expenses increased approximately $35,000 during fiscal
1995 as compared to fiscal 1994 primarily due to increases in property payroll
costs at Westheimer, Tulsa Peoria, La Prada, and Quail Valley partially offset
by decreases in repairs and maintenance and utilities expenses at the majority
of the properties.
General and administrative expenses decreased approximately $19,000 during
fiscal 1995 as compared to fiscal 1994 primarily due to the accrual of prior
periods' general, administrative and monitoring expense reimbursements in the
second quarter of fiscal 1994 as further discussed in Note F to the financial
statements offset by increased professional fees and by increased office
expenses at the property level.
Interest expense on the Partnership's note payable is calculated as a
percentage of net cash flow from the three properties (Eastgate, Quail Valley
and Mt. Holly) which collateralize the note. Interest expense increased by
approximately $17,000 in fiscal 1995 as compared to fiscal 1994 as a result of
increased cash flows from operations at the three properties.
1994 vs. 1993
Net income decreased by approximately $9,000 for fiscal 1994 as compared to
the year ended September 30, 1993 ("fiscal 1993") for the reasons discussed
below.
Rental income increased approximately $56,000 for fiscal 1994 as compared
to fiscal 1993 primarily due to additional revenue derived from the Quail
Valley, Eastgate and Mt. Holly properties resulting from increased average
occupancies. Rental income at the Barrow Road, Westheimer and La Prada
properties remained stable from year to year. Rental income at the Tulsa Peoria
property decreased due to lower average occupancies.
Other income increased approximately $8,000 during fiscal 1994 as compared
to fiscal 1993 primarily due to billboard advertising revenue recognized during
the current period.
Property operating expenses increased by approximately $94,000 during
fiscal 1994 as compared to fiscal 1993 due to increases in repairs and
maintenance, property-related payroll expenses and leasing commissions of
approximately $41,000, $26,000, and $9,000, respectively, as well as increases
in insurance and utilities of approximately $7,000 and $21,000, respectively,
due to higher rates.
Real estate taxes decreased approximately $33,000 due to reassessed
property values, and to a lesser extent, lower tax rates during fiscal 1994.
General and administrative expenses increased by approximately $15,000 in
fiscal 1994 as compared to fiscal 1993 primarily due to the accrual of current
and prior periods' general, administrative and monitoring expense reimbursements
in the second quarter of fiscal 1994 as further discussed in Note F to the
financial statements. This increase was partially offset by lower professional
fees.
C-28
<PAGE>
OTHER INFORMATION
The Partnership's Annual Report on Form 10-K as filed with the Securities
and Exchange Commission is available to limited partners without charge upon
written request to:
Prudential-Bache/Watson & Taylor, Ltd.-3
P.O. Box 2016
Peck Slip Station
New York, NY 10272-2016
C-29
<PAGE>
ANNEX D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number: 0-14397
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Texas 75-1991528
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
One Seaport Plaza, New York, NY 10292-0116
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-1016
N/A
- --------------------------------------------------------------------------------
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
D-1
<PAGE>
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
June 30, September 30,
1996 1995
----------- -------------
ASSETS
Property held for sale $10,721,990 $11,720,794
Cash and cash equivalents 1,147,692 1,008,091
Other assets 47,613 13,148
----------- -----------
Total assets $11,917,295 $12,742,033
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Note payable $ 638,000 $ 638,000
Accounts payable and accrued expenses 318,462 157,860
Accrued real estate taxes 175,581 142,130
Deposits due to tenants 102,684 95,365
Due to affiliates, net 99,110 78,018
Unearned rental income 23,865 32,944
----------- -----------
Total liabilities 1,357,702 1,144,317
----------- -----------
Partners' capital
Limited partners (53,855 limited and
equivalent units issued and
outstanding) 10,349,475 11,394,078
General partners 210,118 203,638
----------- -----------
Total partners' capital 10,559,593 11,597,716
----------- -----------
Total liabilities and partners' capital $11,917,295 $12,742,033
=========== ===========
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
D-2
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
June 30, June 30,
------------------------- ---------------------
1996 1995 1996 1995
---------- ---------- -------- --------
<S> <C> <C> <C> <C>
REVENUES
Rental income $1,510,354 $1,461,017 $501,945 $501,213
Interest 20,797 12,784 7,935 4,518
Other 11,326 10,941 3,779 3,812
---------- ---------- -------- --------
1,542,477 1,484,742 513,659 509,543
---------- ---------- -------- --------
EXPENSES
Property operating 541,624 516,180 172,435 165,330
General and administrative 479,311 178,625 249,945 62,231
Real estate taxes 184,457 154,859 51,260 52,166
Depreciation 136,271 394,548 -- 133,072
Interest 20,624 37,022 (2,877) 12,483
---------- ---------- -------- --------
1,362,287 1,281,234 470,763 425,282
---------- ---------- -------- --------
Net income $ 180,190 $ 203,508 $ 42,896 $ 84,261
========== ========== ======== ========
ALLOCATION OF NET INCOME
Limited partners $ 156,236 $ 159,609 $ 39,464 $ 68,205
========== ========== ======== ========
General partners $ 23,954 $ 43,899 $ 3,432 $ 16,056
========== ========== ======== ========
Net income per limited partnership unit $ 2.92 $ 2.98 $ .74 $ 1.27
========== ========== ======== ========
- ----------------------------------------------------------------------------------------------------
</TABLE>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(UNAUDITED)
<TABLE>
<CAPTION>
Limited General
Partners Partners Total
----------- -------- -----------
<S> <C> <C> <C>
Partners' capital--September 30, 1995 $11,394,078 $203,638 $11,597,716
Net income 156,236 23,954 180,190
Distributions (1,200,839) (17,474) (1,218,313)
----------- -------- -----------
Partners' capital--June 30, 1996 $10,349,475 $210,118 $10,559,593
=========== ======== ===========
- ---------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements
D-3
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
-------------------------
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Rental income and deposits received $1,474,128 $1,486,748
Interest received 20,797 12,784
Other income received 11,326 10,941
Property operating expenses paid (525,474) (639,170)
Real estate taxes paid (151,006) (183,224)
General and administrative expenses paid (294,778) (197,173)
Interest paid (39,612) (37,022)
---------- ----------
Net cash provided by operating activities 495,381 453,884
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sale of land 1,000,000 --
Property improvements (137,467) (74,273)
---------- ----------
Net cash provided by (used in) investing activities 862,533 (74,273)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions paid to partners (1,218,313) (291,227)
---------- ----------
Net increase (decrease) in cash and cash equivalents 139,601 88,384
Cash and cash equivalents at beginning of period 1,008,091 708,909
---------- ----------
Cash and cash equivalents at end of period $1,147,692 $ 797,293
========== ==========
- ---------------------------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
Net income $ 180,190 $ 203,508
---------- ----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 136,271 394,548
Changes in:
Other assets (34,465) 10,536
Accounts payable and accrued expenses 160,602 (145,354)
Accrued real estate taxes 33,451 (28,365)
Due to affiliates, net 21,092 3,816
Deposits due to tenants 7,319 16,344
Unearned rental income (9,079) (1,149)
---------- ----------
Total adjustments 315,191 250,376
---------- ----------
Net cash provided by operating activities $ 495,381 $ 453,884
========== ==========
- ---------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements
D-4
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
A. GENERAL
These financial statements have been prepared without audit. In the opinion
of Prudential-Bache Properties, Inc. ("Managing General Partner") ("PBP"), the
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position of
Prudential-Bache/Watson & Taylor, Ltd.-3 (the "Partnership") as of June 30, 1996
and the results of its operations for the nine and three months ended June 30,
1996 and 1995, and its cash flows for the nine months ended June 30, 1996 and
1995. However, the operating results for the interim periods may not be
indicative of the results expected for the full year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended September 30, 1995.
On December 15, 1995, the Management Committee of the Partnership
determined to seek bids for all the properties held by the Partnership. On June
10, 1996, the Partnership entered into a contract with Public Storage, Inc., the
current property manager of the Partnership's properties, for the sale of
substantially all the Partnership's properties for an aggregate sales price of
$11,050,000. This sale is subject to the approval by the limited partners
holding a majority of the limited partnership units and certain other conditions
and potential price adjustments.
The Partnership anticipates sending proxy statements in August 1996 or as
soon thereafter as practicable for the purpose of advising limited partners of
the terms of the agreement and to solicit their consent of the proposed sale. It
is expected that, if approved, the sale will close before December 31, 1996.
Following the closing, the Partnership will make one or more cash distributions
to the limited partners. The bulk of the distributions are expected to occur
shortly after the closing with the remainder expected to be distributed within
twelve months after the closing, at which time the Partnership would then be
liquidated.
B. RELATED PARTIES
PBP and its affiliates perform services for the Partnership which include,
but are not limited to: accounting and financial management, transfer and
assignment functions (including direct management of the Partnership's
unimproved property), asset management, investor communications, printing and
other administrative services. PBP and its affiliates receive reimbursements for
costs incurred in connection with these services, the amount of which is limited
by the provisions of the Partnership Agreement. The costs and expenses incurred
on behalf of the Partnership which are reimbursable to PBP and its affiliates
for the nine months ended June 30, 1996 and 1995 were approximately $96,000 and
$66,000, respectively, and for the three months ended June 30, 1996 and 1995,
were approximately $35,000 and $12,000, respectively.
Affiliates of Messrs. Watson and Taylor, the individual General Partners,
also perform certain administrative and monitoring functions on behalf of the
Partnership. Relating to the reimbursement of these services, the Partnership
recorded approximately $24,000 and $4,000 for the nine months ended June 30,
1996 and 1995, respectively and for the three months ended June 30, 1996 and
1995 recorded approximately $18,000 and $1,000, respectively.
PBP and the two individual General Partners of the Partnership own 270, 135
and 135 equivalent limited partnership units, respectively. PBP receives funds
from the Partnership, such as General Partner distributions and reimbursement of
expenses, but has waived all of its rights resulting from its ownership of
equivalent limited partnership units. Accordingly, the 270 units owned by PBP
have been excluded from the calculation of net income per limited partnership
unit and distributions per limited partnership unit.
D-5
<PAGE>
Prudential Securities Incorporated ("PSI"), an affiliate of PBP, owns 253
limited partnership units at June 30, 1996.
C. SUBSEQUENT EVENT
In August 1996, distributions of approximately $67,000 and $6,000 were paid
to the limited partners and the General Partners, respectively, for the quarter
ended June 30, 1996.
D-6
<PAGE>
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
(a limited partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership owns and operates three office/showroom/warehouse
facilities, three mini-storage complexes and one office facility, along with one
parcel of undeveloped land. On December 15, 1995, the Management Committee of
the Partnership determined to seek bids for all of the properties held by the
Partnership. On June 10, 1996, the Partnership entered into a contract with
Public Storage, Inc., the current property manager of the Partnership's
properties, for the sale of substantially all the Partnership's properties for
an aggregate sales price of $11,050,000. This sale is subject to the approval by
the limited partners holding a majority of the limited partnership units and
certain other conditions and potential price adjustments. The Partnership
anticipates sending proxy statements in August 1996 or as soon thereafter as
practicable for the purpose of advising limited partners of the terms of the
agreement and to solicit their consent of the proposed sale. It is expected
that, if approved, the sale will close before December 31, 1996. Following the
closing, the Partnership will make one or more cash distributions to the limited
partners. The bulk of the distributions are expected to occur shortly after the
closing with the remainder expected to be distributed within twelve months after
the closing, at which time the Partnership would then be liquidated.
During the nine months ended June 30, 1996, the Partnership's cash and cash
equivalents increased by approximately $140,000 due to cash flow from property
operations and net proceeds from the sale of land in excess of distributions to
partners and capital expenditures. Distributions made during the three months
ended June 30, 1996 totaled approximately $1,073,000 of which $1,067,000 and
$6,000 were paid to the limited partners and General Partners, respectively.
These distributions were funded from current property operations and from the
net proceeds of approximately $1,000,000 from the sale of the Southlake, Texas
unimproved land in April 1996.
The Partnership's ability to make future distributions to the partners and
the amount that may be made will be affected not only by the amount of cash
generated by the Partnership from the operations of its properties including the
amount expended for property improvements, but also by the amount from and the
timing of any sale of the Partnership's properties.
RESULTS OF OPERATIONS
Average occupancy rates for the nine months ended June 30, 1996 and 1995
were as follows:
June 30,
--------------------
Property 1996 1995
- -------- ---- ----
Barrow Road 95.0% 90.3%
La Prada 94.7 95.3
Tulsa Peoria 94.8 91.1
Westheimer 85.6 78.4
Eastgate 93.2 98.6
Quail Valley 99.7 100.0
Mt. Holly 88.4 92.1
- ---------------------------------------------------------------------------
(Average occupancy rates are calculated by averaging the monthly occupancies
determined by dividing occupied square footage by available square footage as of
each month-end.)
Net income decreased by approximately $23,000 and $41,000 for the nine and
three months ended June 30, 1996, as compared to the corresponding periods in
fiscal 1995 primarily for the reasons discussed below.
Rental income increased by approximately $49,000 for the nine months ended
June 30, 1996, as compared to the same period in fiscal 1995 (the three month
comparable periods were similar.) The nine month increase was primarily due to
increased revenue at the Barrow Road, La Prada and Westheimer properties as a
result of increased rental rates and average occupancies, principally during the
first and
D-7
<PAGE>
second quarters. Rental income at the remaining properties remained relatively
stable for the nine and three months ended June 30, 1996 as compared to the same
periods in fiscal 1995.
Property operating expenses increased by approximately $25,000 and $7,000
for the nine and three months ended June 30, 1996, as compared to the same
periods in fiscal 1995 due to increases in property payroll, utilities and
insurance expenses.
General and administrative expenses increased by approximately $301,000 and
$188,000 for the nine and three months ended June 30, 1996, as compared to the
same periods in fiscal 1995. This variance was primarily due to the accrual of
professional fees and other costs relating to the anticipated solicitation of
the consent of the limited partners for the sale of the properties.
Real estate taxes increased by approximately $30,000 and were essentially
flat for the nine and three months ended June 30, 1996, as compared to the same
periods in fiscal 1995. This was due to higher actual payments made during the
first quarter of 1996 for 1995 taxes which were higher than had been accrued for
in 1995 as well as a proportionate increase in tax accruals for 1996.
Depreciation expense decreased by approximately $258,000 and $133,000 for
the nine and three months ended June 30, 1996, as compared to the corresponding
periods in fiscal 1995 due to the reclassification of the Partnership's
properties from held for use to held for sale as of December 31, 1995. Under
generally accepted accounting principles, such properties are no longer
depreciated and, therefore, no depreciation expense has been recorded for the
six months ended June 30, 1996.
Interest expense decreased in the nine and three months ended June 30, 1996
by approximately $16,000 and $15,000. This was due to the negative cash flow
caused by capital improvements on the Eastgate property which, in turn, reduced
the interest on the note payable in the third quarter of fiscal 1996.
D-8
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings--None
Item 2. Changes in Securities--None
Item 3. Defaults Upon Senior Securities--None
Item 4. Submission of Matters to a Vote of Security Holders--None
Item 5. Other Information--None
Item 6. (a) Exhibits and Reports on Form 8-K
Description:
3.01 Amended and Restated Certificate and Agreement of Limited
Partnership (filed as an exhibit to Registration Statement on Form
S-11 (No. 2-94976) and incorporated herein by reference)
3.02 Amendment to the Amended and Restated Certificate and Agreement of
Limited Partnership (filed as an exhibit to Registrant's Form 10-K
for the year ended September 30, 1989 and incorporated herein by
reference)
4.01 Certificate of Limited Partnership interest (filed as an exhibit to
Registration Statement on Form S-11 (No. 2-94976) and incorporated
herein by reference)
27.1 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
Registrant's Current Report on Form 8-K dated June 14, 1996, as filed
with the Securities and Exchange Commission on June 20, 1996, relating
to Item 5 regarding the Registrant's entering into a contract of sale
for substantially all of the Registrant's properties.
D-9
<PAGE>
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.
Prudential-Bache/Watson & Taylor, Ltd.-3
By: Prudential-Bache Properties, Inc.
A Delaware corporation,
Managing General Partner
By: /s/ Eugene D. Burak Date: August 14, 1996
----------------------------------------
EUGENE D. BURAK
VICE PRESIDENT
CHIEF ACCOUNTING OFFICER FOR THE
REGISTRANT
D-10
<PAGE>
Annex E
Ernst & Young Tax Letter
To the Partners of Prudential-Bache/Watson & Taylor, Ltd.-3
New York, New York
At your request, we have determined the estimated loss for federal income tax
purposes resulting from the sale of the assets of Prudential-Bache/Watson &
Taylor, Ltd.-3 ("the Partnership"). In determining such estimated loss we have
considered the following:
1. Contract of Sale
2. Partnership Agreement as we understand it to be in effect
3. Prior years' federal income tax returns and related supporting
analyses
4. Estimated Expenses of Sale
5. The Partnership's assumptions made with respect to 1996 results of
operations and asset additions and disposals.
Based upon our consideration of such information provided by the Partnership and
discussions related thereto, the total loss on the sale of the assets of the
Partnership allocable to the unitholders will approximate $4.8 million or an
average loss of $85 per taxable unit and $95 per nontaxable unit. This estimate
is based upon the Internal Revenue Code of 1986, as amended, existing final,
temporary and proposed Treasury regulations thereunder, published rulings and
practices of the Internal Revenue Service, and court decisions, all as currently
in effect. There can be no assurance that future legislation or administrative
changes or court decisions will not significantly modify the federal income tax
law regarding the determination of the estimated loss, potentially with
retroactive effect.
September 17, 1996
E-1
<PAGE>
[FORM OF FRONT OF CARD]
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3
CONSENT CARD
CONSENT IS SOLICITED ON BEHALF OF PRUDENTIAL-BACHE PROPERTIES, INC. AS
THE MANAGING GENERAL PARTNER ("PB PROPERTIES") OF PRUDENTIAL-
BACHE/WATSON & TAYLOR, LTD.-3 (THE "PARTNERSHIP"). THE GENERAL PARTNERS
RECOMMEND CONSENT ON THE PROPOSAL.
Unitholders should not send any Certificates with this Consent Card. Unitholders
are urged to mark, sign, date and mail promptly this Consent Card in the
envelope provided. Consent Card must be received by 10:00 a.m. New York time on
Friday, October 18, 1996, unless the time is extended.
THIS CARD, IF SIGNED AND RETURNED, SHALL BE DEEMED TO APPROVE THE PROPOSAL IF
NOT INDICATED TO THE CONTRARY.
EACH CONSENT CARD MUST BE SIGNED AND DATED.
Sign exactly as addressed to you. Joint owners should each sign. If signing as
executor, administrator, attorney, trustee, or guardian, give title as such. If
a corporation, sign in full corporate name by authorized officer. If a
partnership, sign in the name of authorized person.
<PAGE>
[FORM OF BACK OF CARD]
SALE OF ASSETS AND LIQUIDATION
The undersigned hereby votes all Units beneficially owned by the
undersigned on the proposed Sale of Assets and Liquidation as follows:
/ / Approve / / Disapprove / / Abstain
the sale of substantially all of the assets of the Partnership as
contemplated by the Contract of Sale by and between the Partnership and
Public Storage, Inc. and the complete liquidation and dissolution of
the Partnership, all as more fully described in the Consent Statement
dated September 17, 1996.
SIGNATURE
__________________________
__________________________
Date: _____________ , 1996
PLEASE SIGN, DATE AND RETURN THIS CONSENT CARD USING THE ENCLOSED ENVELOPE.
