<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 1996
WINDSOR PARK PROPERTIES 3, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 0-15699 33-0115651
- ---------------- ---------------- -------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
120 W. Grand Avenue, Suite 202, Escondido, CA 92025
--------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 746-2411
--------------
1
<PAGE>
Item 2. Acquisition or Disposition of Assets
------------------------------------
On January 17, 1996, Windsor Park Properties 3 (the Partnership) purchased the
Trailmont manufactured home community located in Nashville, Tennessee. The
community is in good condition, and the Partnership intends to hold it as a
medium-term (four to six year) investment. During the investment period the
Partnership intends to continue to operate the property as a manufactured home
community.
Trailmont is situated on 30 acres of land and was developed in 1965. The
community contains 131 manufactured home spaces, and amenities include a
swimming pool and two playgrounds. All assets acquired will continue to be used
in the operations of the community. The General Partners anticipate expending
$15,000 for various capital improvement and maintenance projects over the next
12 months. It is the opinion of the General Partners that the community is
adequately insured.
The total cost of the property was approximately $2,114,500 ($2,031,500 paid to
the Seller, a $60,900 commission paid to an unaffiliated broker, and other costs
of $22,100). The purchase price was negotiated through an arms-length
bargaining process with the seller, Trailmont MHP, Ltd., a California limited
partnership. The registrant's General Partners are not affiliated with the
seller of the community.
In connection with the purchase, the Partnership obtained a $1,050,000 loan from
Heller Financial Inc., a Delaware corporation. The loan is collateralized by
the property and is payable in monthly interest only installments bearing
interest at 8.41%. The loan is due in January 2003 and loan costs of
approximately $44,000 were incurred.
The community's manufactured home spaces are rented to tenants on a month-to-
month basis, and current base rental rates average $180 per month. The
community is located near several other manufactured home communities with
comparable base rental rates.
The community is currently 100% occupied and has been approximately 97% occupied
for the past five years. Other manufactured home communities in the immediate
area are approximately 95% occupied.
Other material factors considered by the General Partners in assessing the
property include ad valorem taxes for the 1995 tax year which totaled $9,800
($35 per $1,000 assessed value) and utility rates which are expected to increase
4% per year.
The sources of funds for this acquisition were financing proceeds from
investment properties already owned by the Partnership and the new mortgage loan
described above.
After reasonable inquiry, the Partnership is not aware of any material factors
related to this property, other than as set forth in the Form 8-K/A, that would
cause the reported financial information not to be necessarily indicative of
future operating results.
2
<PAGE>
Item 7. Financial Statements, Proforma Financial Information and Exhibits
-----------------------------------------------------------------
(a) Financial Statements and Proforma Financial Information of
----------------------------------------------------------
Trailmont Manufactured Home Community
-------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
(i) Historical Summary of Gross Income and Direct
Operating Expenses for the year ended December 31, 1995
(audited) 4
(ii) Historical Summary of Gross Income and Direct
Operating Expenses for the nine months ended September 30,
1995 (unaudited) 8
(iii) Estimated Proforma Statement of Taxable Net
Operating Income for the year ended September 30, 1996
(unaudited) 10
(iv) Estimated Proforma Statement of Cash Available for
the year ended September 30, 1996 (unaudited) 10
(b) Proforma Financial Information of Windsor Park Properties 3
-----------------------------------------------------------
(i) Proforma Balance Sheet at September 30, 1995 (unaudited) 12
(ii) Proforma Statement of Operations for the year ended
December 31, 1994 (unaudited) 14
(iii) Proforma Statement of Operations for the nine months
ended September 30, 1995 (unaudited) 16
</TABLE>
(c) Exhibits
--------
10) Material Contracts
Trailmont Mobile Home Park
--------------------------
The Purchase and Sale Agreement (dated November 10, 1995) was
previously filed on Form 8-K dated January 26, 1996 and is
incorporated herein by reference.
3
<PAGE>
Item 7 (a)(i)
- -------------
TRAILMONT MANUFACTURED HOME COMMUNITY
HISTORICAL SUMMARY OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
AND INDEPENDENT AUDITORS' REPORT
4
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
Windsor Park Properties 3
Escondido, California
We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses (the Historical Summary) of Trailmont Manufactured Home
Community (the Community) for the year ended December 31, 1995. This Historical
Summary is the responsibility of the Community's management. Our responsibility
is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission (for
inclusion in the Current Report on Form 8-K/A of Windsor Park Properties 3) as
described in Note 1 to the Historical Summary and is not intended to be a
complete presentation of the Community's revenues and expenses.
In our opinion, such Historical Summary presents fairly, in all material
respects, the gross income and direct operating expenses described in Note 1 to
the Historical Summary of Gross Income and Direct Operating Expenses of
Trailmont Manufactured Home Community for the year ended December 31, 1995 in
conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Costa Mesa California
February 26, 1996
5
<PAGE>
TRAILMONT MANUFACTURED HOME COMMUNITY
HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GROSS INCOME
<S> <C>
Rent and utilities $ 312,000
Other 3,000
-----------
Total gross income 315,000
DIRECT OPERATING EXPENSES:
Utilities 59,000
Management fees 15,000
Wages 18,000
Property taxes 10,000
Repairs and maintenance 15,000
Insurance 2,000
Other 9,000
-----------
Total direct operating expenses 128,000
-----------
NET OPERATING INCOME $ 187,000
===========
</TABLE>
See accompanying note to historical summary of gross income and direct operating
expenses.
6
<PAGE>
TRAILMONT MANUFACTURED HOME COMMUNITY
NOTE TO HISTORICAL SUMMARY OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying Historical Summary of Gross Income and Direct Operating
Expenses has been prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in the
Current Report on Form 8-K/A of Windsor Park Properties 3). Net operating
income is computed as gross income from mobile home operations, less direct
operating expenses from mobile home operations, excluding items not
comparable to the proposed future operations of the property including
depreciation, amortization, interest and non property administrative
expenses. Consequently, net operating income as presented is not intended
to be a complete presentation of Trailmont Manufactured Home Community's
revenues and expenses.
7
<PAGE>
Item 7 (a)(ii)
- --------------
Trailmont Manufactured Home Community
-------------------------------------
Historical Summary Of Gross Income And Direct Operating Expenses
For The Nine Months Ended September 30, 1995
(unaudited)
<TABLE>
<CAPTION>
Gross Income:
- -------------
<S> <C>
Rent and utilities $ 232,000
Other 3,000
-----------
Total gross income 235,000
-----------
Direct Operating Expenses:
- --------------------------
Utilities 46,000
Management fees 12,000
Wages 14,000
Property taxes 7,000
Repairs and maintenance 12,000
Insurance 2,000
Other 6,000
-----------
Total direct operating expenses 99,000
-----------
Net Operating Income $ 136,000
===========
</TABLE>
See accompanying note to historical summary of gross income and direct operating
expenses.
8
<PAGE>
Trailmont Manufactured Home Community
-------------------------------------
Note to Historical Summary of Gross Income
And Direct Operating Expenses
For The Nine Months Ended September 30, 1995
(unaudited)
Note 1. Basis of Presentation
---------------------
The accompanying Historical Summary of Gross Income and Direct Operating
Expenses has been prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in the
Current Report on Form 8-K/A of Windsor Park Properties 3). Net operating
income is computed as gross income from mobile home operations, less direct
operating expenses from mobile home operations, excluding items not comparable
to the proposed future operations of the property including depreciation,
amortization, interest and non property administrative expenses. Consequently,
net operating income as presented is not intended to be a complete presentation
of Trailmont Manufactured Home Community's revenues and expenses.
9
<PAGE>
Item 7(a)(iii)
- --------------
Trailmont Manufactured Home Community
----------------------------------------
Estimated Proforma Statement
Of Taxable Net Operating Income
For The Year Ended September 30, 1996
<TABLE>
<CAPTION>
Proforma
Year Ended Proforma Year Ended
December 31, 1995 Adjustments September 30, 1996
----------------- ----------- ------------------
<S> <C> <C> <C>
(unaudited) (unaudited)
Revenues:
- ---------
Rent and utilities $ 312,000 $ 6,000 $ 318,000
Other 3,000 3,000
----------------- ----------- -----------------
315,000 6,000 321,000
----------------- ----------- -----------------
Expenses:
- ---------
Utilities 59,000 59,000
Management fees 15,000 1,000 16,000
Wages 18,000 18,000
Property taxes 10,000 10,000
Repairs and
maintenance 15,000 15,000
Insurance 2,000 2,000
Other 9,000 9,000
Interest 95,000 95,000
Depreciation 92,000 92,000
----------------- ----------- -----------------
128,000 188,000 316,000
----------------- ----------- -----------------
Taxable net operating
income $ 187,000 $ (182,000) $ 5,000
================= =========== =================
</TABLE>
Item 7(a)(iv)
- -------------
Trailmont Manufactured Home Community
-------------------------------------
Estimated Proforma Statement of Cash Available
For The Year Ended September 30, 1996
(unaudited)
<TABLE>
<CAPTION>
<S> <C>
Proforma Taxable Net Operating Income $ 5,000
Add: Depreciation 92,000
-----------------
Proforma Cash Available $ 97,000
=================
</TABLE>
See accompanying notes to proforma financial statements.
10
<PAGE>
Trailmont Manufactured Home Community
-------------------------------------
Notes To Estimated Proforma Statement Of
Taxable Net Operating Income And Estimated
Proforma Statement Of Cash Available
(unaudited)
Note 1. Basis Of Presentation:
----------------------
The preceding proforma financial statements for the year ended September 30,
1996 are based on the audited Historical Summary of Gross Income and Direct
Operating Expenses of Trailmont Manufactured Home Community for the year ended
December 31, 1995. They contain certain proforma adjustments made to reflect
changes in operations in existence at the date of acquisition which will be
reflected in the property's first year of operations.
Note 2. Proforma Adjustments:
---------------------
(a) Rent and Utilities Revenues
----------------------------
This adjustment increases the historical rental revenues to the proforma
amount which is based on occupancy levels, rental rates and utility
billings in effect on the date of acquisition.
(b) Management Fees
---------------
This adjustment increases management fees to 5% of estimated gross
revenues.
(c) Interest
--------
This adjustment reflects interest expense incurred on the loan obtained to
acquire the property as well as the amortization of loan costs incurred to
obtain the loan. Interest rates are assumed to be those in effect on the
date of acquisition.
(d) Depreciation
------------
The computation of depreciation is based on the cost of the property
including estimated acquisition expenses and subsequent capital improvement
projects. The allocation of the cost of the property to the various asset
categories is estimated based on the appraised value. Depreciation has
been computed on a straight-line basis over the estimated useful lives of
the asset.
<TABLE>
<CAPTION>
Depreciable
Life Cost Depreciation
-------------- ------------ -------------
<S> <C> <C> <C>
Land $ 308,300
Buildings and improvements 20 yrs. 1,813,700 $ 91,000
Furniture and equipment 7 yrs. 7,500 1,000
------------ -------------
$ 2,129,500 $ 92,000
============ =============
</TABLE>
The costs above include $15,000 of anticipated property improvements.
Note 3. Partnership Income and Expenses:
--------------------------------
The proforma statements of taxable net operating income and of cash available do
not include any income, cost or expense pertaining to the operation of the
Partnership.
11
<PAGE>
Item 7(b)(i) - Proforma Financial Information
- ---------------------------------------------
The following unaudited proforma balance sheet presents the financial position
of Windsor Park Properties 3 (the Partnership) on September 30, 1995, assuming
that the purchase of the Trailmont Manufactured Home Community, which occurred
on January 17, 1996, occurred on that date.
The Trailmont property was purchased with funds received from the refinancing of
existing Partnership properties and borrowings from a third party lender.
Therefore, the following unaudited proforma balance sheet has been prepared
assuming the refinancing of the existing Partnership properties occurred on
September 30, 1995.
This statement should be read in conjunction with the other proforma financial
statements and notes thereto and the discussion of the property contained in
Item 2, included elsewhere in this Form 8-K/A.
Windsor Park Properties 3
-------------------------
Proforma Balance Sheet
September 30, 1995
(unaudited)
<TABLE>
<CAPTION>
Proforma Proforma
September 30, 1995 Adjustments September 30, 1995
------------------ ----------- ------------------
<S> <C> <C> <C>
ASSETS
- ------
Property held for
investment $2,029,400 $2,114,500 $4,143,900
Investments in joint
ventures 959,700 959,700
Cash 475,100 604,000 1,079,100
Other assets 63,800 140,400 204,200
------------------ ----------- ------------------
$3,528,000 $2,858,900 $6,386,900
================== =========== ==================
LIABILITIES AND
- ---------------
PARTNERS' EQUITY
- ----------------
Accounts payable and
other liabilities $ 150,500 $ 8,900 $ 159,400
Notes payable 2,850,000 2,850,000
Partners' equity 3,377,500 3,377,500
------------------ ----------- ------------------
$3,528,000 $2,858,900 $6,386,900
================== =========== ==================
</TABLE>
See accompanying notes to proforma balance sheet.
12
<PAGE>
Windsor Park Properties 3
-------------------------
Notes To Proforma Balance Sheet
September 30, 1995
(unaudited)
Note 1. Basis Of Presentation
---------------------
The unaudited proforma balance sheet of Windsor Park Properties 3 (the
Partnership) presents the financial position of the Partnership at September 30,
1995 assuming that the purchase of the Trailmont Manufactured Home Community,
which occurred on January 17, 1996, occurred on that date.
The Trailmont property was purchased with funds received from the refinancing of
existing Partnership properties and borrowings from a third party lender.
Therefore, the following unaudited proforma balance sheet has been prepared
assuming the refinancing of the existing Partnership properties occurred on
September 30, 1995.
Note 2. Proforma Adjustments
--------------------
(a) Property Held for Investment
----------------------------
This adjustment reflects the capitalized cost of the Trailmont property and
consists of $2,031,500 paid to the Seller, a $60,900 commission paid to an
unaffiliated broker, and estimated closing costs of $22,100.
(b) Cash
----
This adjustment reflects the assumed net effect of the proceeds received
from the refinancing of existing Partnership properties offset by the funds
required to purchase the Trailmont property.
(c) Other Assets
------------
This adjustment represents loan costs incurred to obtain the loan on the
Trailmont community as well as the loan on the existing Partnership
properties.
(d) Accounts Payable and Other Liabilities
--------------------------------------
This adjustment consists of unpaid closing costs and liabilities assumed as
part of the Trailmont property acquisition.
(e) Notes Payable
-------------
This adjustment represents the loan obtained in connection with the
purchase of the Trailmont community ($1,050,000) and the loan obtained in
connection with the refinancing of existing Partnership properties
($1,800,000).
13
<PAGE>
Item 7(b)(ii) - Proforma Financial Information
- ----------------------------------------------
The following unaudited proforma statement of operations for the year ended
December 31, 1994 combines the historical results of operations of the
Partnership and the Trailmont manufactured home community for the years ended
December 31, 1994 and 1995, respectively, with the estimated proforma results of
the Trailmont manufactured home community assuming that it was purchased on
January 1, 1994. The Trailmont community was purchased on January 17, 1996.
The Trailmont property was purchased with funds received from the refinancing of
existing Partnership and joint venture properties and borrowings from a third
party lender. Therefore, the unaudited proforma statement of operations has
been prepared based on the assumptions that the refinancing of the existing
Partnership and joint venture properties occurred on January 1, 1994, and that
additional interest expense was incurred in order for the Partnership to
purchase the Trailmont property.
This statement should be read in conjunction with the other proforma financial
statements and notes thereto and the discussion of the property contained in
Item 2 included elsewhere in this Form 8-K/A.
Windsor Park Properties 3
-------------------------
Proforma Statement of Operations
For the Year Ended December 31, 1994
(unaudited)
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1994 1995 Proforma
------------ ------------ Year Ended
The Proforma December 31,
Partnership Trailmont Adjustments 1994
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenues
- --------
Rent and utilities $ 982,800 $ 312,000 $ 6,000 $ 1,300,800
Equity in earnings
(losses) of joint
ventures 17,400 (35,000) (17,600)
Interest 10,500 10,500
Other 55,900 3,000 58,900
------------ ------------ ----------- ------------
1,066,600 315,000 (29,000) 1,352,600
------------ ------------ ----------- ------------
Expenses
- --------
Property operating 672,400 128,000 1,000 801,400
General and
administrative 124,300 124,300
Depreciation and
amortization 133,400 92,000 225,400
Interest 1,000 264,000 265,000
Provision for loss in value 600,000 600,000
------------ ------------ ----------- ------------
1,531,100 220,000 265,000 2,016,100
------------ ------------ ----------- ------------
Net Loss $ (464,500) $ 95,000 $ (294,000) $ (663,500)
============ ============ =========== ============
</TABLE>
See accompanying notes to proforma balance sheet.
14
<PAGE>
Windsor Park Properties 3
-------------------------
Notes To Proforma Statement Of Operations
For The Year Ended December 31, 1994
(unaudited)
Note 1. Basis Of Presentation
---------------------
The unaudited proforma statement of operations of Windsor Park Properties 3 (the
Partnership) for the year ended December 31, 1994 combines the historical
results of operations of the Partnership and the Trailmont manufactured home
community for the years ended December 31, 1994 and 1995, respectively, with the
estimated proforma results of the Trailmont manufactured home community assuming
that it was purchased on January 1, 1994. The Trailmont community was purchased
on January 17, 1996.
The Trailmont property was purchased with funds received from the refinancing of
existing Partnership and joint venture properties and borrowings from a third
party lender. Therefore, the unaudited proforma statement of operations has
been prepared based on the assumptions that the refinancing of the existing
Partnership and joint venture properties occurred on January 1, 1994, that
additional interest expense was incurred in order for the Partnership to
purchase the Trailmont property.
Note 2. Proforma Adjustments
--------------------
(a) Rent and Utilities
------------------
This adjustment reflects an increase to the historical rent and utilities
revenues based on occupancy levels, rental rates and utility billings in
effect on the date of acquisition.
(b) Equity in Earnings of Joint Ventures
------------------------------------
This adjustment represents the Partnership's share of additional interest
expense incurred on a loan obtained by an existing joint venture property.
(c) Property Operating
------------------
This adjustment reflects an increase to the historical property operating
expenses relating to an adjustment of management fees to 5% of gross
revenues.
(d) Interest Expense
----------------
This adjustment reflects interest expense incurred on the loan obtained to
acquire the Trailmont community, as well as the loan obtained from the
refinancing of existing Partnership properties. Interest expense also
includes the amortization of loan costs incurred to obtain the loans.
Interest rates are assumed to be those in effect on the date of
acquisition.
15
<PAGE>
Item 7(b)(iii) - Proforma Financial Information
- -----------------------------------------------
The following unaudited proforma statement of operations for the nine months
ended September 30, 1995 combines the historical results of operations of the
Partnership and the Trailmont manufactured home community for the nine months
ended September 30, 1995, with the estimated proforma results of the Trailmont
manufactured home community assuming that it was purchased on January 1, 1995.
The Trailmont community was purchased on January 17, 1996.
The Trailmont property was purchased with funds received from the refinancing of
existing Partnership and joint venture properties and borrowings from a third
party lender. Therefore, the unaudited proforma statement of operations has
been prepared based on the assumptions that the refinancing of the existing
Partnership and joint venture properties occurred on January 1, 1995, and that
additional interest expense was incurred in order for the Partnership to
purchase the Trailmont property.
This statement should be read in conjunction with the other proforma financial
statements and notes thereto and the discussion of the property contained in
Item 2 included elsewhere in this Form 8-K/A.
Windsor Park Properties 3
-------------------------
Proforma Statement of Operations
For the Nine Months Ended September 30, 1995
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 1995
---------------------------
Proforma
The Proforma Nine Months Ended
Partnership Trailmont Adjustments September 30, 1995
------------ ----------- ------------ ------------------
<S> <C> <C> <C> <C>
Revenues
- --------
Rent and utilities $ 754,900 $ 232,000 $ 4,000 $ 990,900
Equity in earnings of
joint ventures 27,800 (26,000) 1,800
Interest 9,200 9,200
Other 28,800 3,000 31,800
------------ ----------- ------------ ------------------
820,700 235,000 (22,000) 1,033,700
------------ ----------- ------------ ------------------
Expenses
- --------
Property operating 516,900 99,000 1,000 616,900
General and administrative 90,600 90,600
Depreciation and
amortization 82,700 69,000 151,700
Interest 198,000 198,000
------------ ----------- ------------ ------------------
690,200 168,000 199,000 1,057,200
------------ ----------- ------------ ------------------
Net Income $ 130,500 $ 67,000 $ (221,000) $ (23,500)
============ =========== ============ ==================
</TABLE>
See accompanying notes to proforma balance sheet.
16
<PAGE>
Windsor Park Properties 3
-------------------------
Notes To Proforma Statement Of Operations
For The Nine Months Ended September 30, 1995
(unaudited)
Note 1. Basis Of Presentation
---------------------
The unaudited proforma statement of operations of Windsor Park Properties 3 (the
Partnership) for the nine months ended September 30, 1995 combines the
historical results of operations of the Partnership and the Trailmont
manufactured home community for the nine months ended September 30, 1995, with
the estimated proforma results of the Trailmont manufactured home community
assuming that it was purchased on January 1, 1995. The Trailmont community was
purchased on January 17, 1996.
The Trailmont property was purchased with funds received from the refinancing of
existing Partnership and joint venture properties and borrowings from a third
party lender. Therefore, the unaudited proforma statement of operations has
been prepared based on the assumptions that the refinancing of the existing
Partnership and joint venture properties occurred on January 1, 1995, and that
additional interest expense was incurred in order for the Partnership to
purchase the Trailmont property.
Note 2. Proforma Adjustments
--------------------
(a) Rent and Utilities
------------------
This adjustment reflects an increase to the historical rent and utilities
revenues based on occupancy levels, rental rates and utility billings in
effect on the date of acquisition.
(b) Equity in Earnings of Joint Ventures
------------------------------------
This adjustment represents the Partnership's share of additional interest
expense incurred on a loan obtained by an existing joint venture property.
(c) Property Operating
------------------
This adjustment reflects an increase to the historical property operating
expenses relating to an adjustment of management fees to 5% of gross
revenues.
(d) Interest Expense
----------------
This adjustment reflects interest expense incurred on the loan obtained to
acquire the Trailmont community, as well as the loan obtained from the
refinancing of existing Partnership properties. Interest expense also
includes the amortization of loan costs incurred to obtain the loans.
Interest rates are assumed to be those in effect on the date of
acquisition.
17
<PAGE>
SIGNATURE
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.
WINDSOR PARK PROPERTIES 3
(A California Limited Partnership)
----------------------------------
(Registrant)
By /s/ John A. Coseo, Jr.
--------------------------------
JOHN A. COSEO, JR.
General Partner
Date: March 15, 1996
18
