<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ........to........
Commission file number 0-15699
WINDSOR PARK PROPERTIES 3, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------------
(Exact name of small business issuer in its charter)
California 33-0115651
- ------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6160 South Syracuse Way, Greenwood Village, Colorado 80111
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (303) 741-3707
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Units of Limited
----------------
Partnership Interest
- --------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Issuer's revenues for its most recent fiscal year: $2,072,700
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PART I
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Page
----
<S> <C> <C>
Item 1. Description of Business 3
Item 2. Description of Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
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Item 5. Market for the Partnership's Units and Related Security Holder Matters 8
Item 6. Management's Discussion and Analysis 8
Item 7. Financial Statements 11
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 23
PART III
--------
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 23
Item 10. Executive Compensation 24
Item 11. Security Ownership of Certain Beneficial Owners and Management 24
Item 12. Certain Relationships and Related Transactions 25
Item 13. Exhibits and Reports on Form 8-K 25
SIGNATURES 26
</TABLE>
2
<PAGE>
PART I
------
Certain matters discussed under the captions "Description of Business,"
"Description of Properties," "Management's Discussion and Analysis" and
elsewhere in this Annual Report on Form 10-KSB may constitute forward-looking
statements and as such involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
Windsor Park Properties 3, A California Limited Partnership (the "Partnership"),
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Item 1. DESCRIPTION OF BUSINESS
-----------------------
Business Development
- --------------------
The Partnership was formed in August 1985 pursuant to the provisions of the
California Uniform Limited Partnership Act. The general partners of the
Partnership are The Windsor Corporation, a California corporation ("TWC"), and
John A. Coseo, Jr. (together with TWC, the "General Partners"). In September
1997, Chateau Communities, Inc., a publicly held real estate investment trust
("Chateau"), purchased 100% of the outstanding shares of capital stock of TWC.
Expiration of Term of Partnership
- ---------------------------------
Pursuant to the Agreement of Limited Partnership (the "Partnership Agreement")
of the Partnership, the term of the Partnership expired on December 31, 1999.
As a result, in accordance with the terms of the Partnership Agreement and
California law, the General Partners are required (i) to develop a plan of
liquidation for the Partnership's assets and to liquidate and dissolve the
Partnership or (ii) to take such steps as are necessary to extend the term of
the Partnership in order to enable it to continue as a going concern.
Accordingly, the General Partners have approved, and recommend that the
Partnership proceed with, a plan of liquidation (the "Plan of Liquidation"),
pursuant to which the Partnership will sell its four wholly-owned properties and
its partial ownership interests in four other properties (collectively, the
"Properties") to N'Tandem Trust, a California business trust ("N'Tandem"), and,
thereafter, make liquidating distributions to the partners in accordance with
the terms of the Partnership Agreement (together, the "Proposed Transactions").
The consummation of the Proposed Transactions is subject to the satisfaction of
certain conditions, including the approval of both proposals by a majority-in-
interest of the Partnership's Limited Partners. If the Proposed Transactions
are consummated, the Partnership will be liquidated and dissolved and
liquidating distributions will be made to Limited Partners in accordance with
the terms of the Partnership Agreement.
On March 22, 2000, the General Partners mailed to the Limited Partners a Consent
Solicitation Statement describing the Proposed Transactions and requesting the
consent of such Limited Partners to the Proposed Transactions. The General
Partners anticipate that if the Proposed Transactions are approved by the
Limited Partners, all of the Partnership's Properties will be sold on or before
June 30, 2000.
3
<PAGE>
The Partnership owned interests in the following manufactured home communities
at December 31, 1999:
<TABLE>
<CAPTION>
Date
Name of Property Ownership % Acquired Location
- ---------------- ----------- -------- --------
<S> <C> <C> <C>
Pondarosa 100% March 1986 Indianapolis, Indiana
The Pines 100% August 1986 Charleston, South Carolina
Shady Hills 100% September 1986 Ladson, Tennessee
Harmony Ranch 25% December 1986 Thonotosassa, Florida
Big Country Estates 40% December 1986 Cheyenne, Wyoming
Trailmont 100% January 1996 Nashville, Tennessee
Apache East 29% February 1997 Apache Junction, Arizona
Denali Park Estates 29% February 1997 Apache Junction, Arizona
</TABLE>
The Partnership owns (i) a 25% partial ownership interest in Harmony Ranch as a
tenant in common with N'Tandem, (ii) a 40% partial ownership interest in Big
Country Estates as a tenant in common with N'Tandem, and (iii) a 29% limited
partner interest in Windsor Park Properties 345, An Arizona Limited Partnership,
which holds Apache East and Denali Park Estates.
No further investment property acquisitions are planned by the General Partners.
The overall occupancy of the eight manufactured home communities owned by the
Partnership at December 31, 1999 was approximately 93%. The General Partners
continue to maintain the properties in good condition and promote them to
improve occupancy.
Business of Issuer
- ------------------
The Partnership is in the business of managing, holding for investment, and
eventually selling its interests in, the eight manufactured home communities in
its portfolio. Competitors of the Partnership include other public and private
limited partnerships, individuals, corporations, and other entities engaged in
real estate investment activities. Competition for such properties varies with
changes in the supply or demand for similar or competing properties in a given
area, changes in interest rates and the availability of mortgage funds, and
changes in tax, real estate, environmental, and zoning laws.
The Partnership's profitability depends in part on maximizing occupancy and
rental rates in its manufactured home communities. Rents and occupancy rates are
affected by both changes in general economic conditions and changes in local
conditions, such as levels of employment, supply of other comparable units or
competitive housing alternatives, zoning laws, and the availability and cost of
energy and transportation.
All of the Partnership's properties are located in or near urban areas.
Accordingly, they compete for rentals not only with other manufactured home
communities, but also with apartments and any other form of low cost housing
that might exist in their respective market areas.
The Partnership's profitability also depends on the minimization of both
property and partnership administration expenses. Expenses are affected by
changes in general economic trends and changes in local conditions, such as
prevailing wages, utility rates, insurance costs, and real estate taxation
practices.
The Partnership has no employees. Partnership administrative services are
provided by TWC, which is reimbursed for costs incurred on behalf of the
Partnership. Chateau employs all of the properties' on-site personnel and is
reimbursed by the Partnership for all such costs.
4
<PAGE>
Item 2. DESCRIPTION OF PROPERTIES
-------------------------
The Partnership owned interests in eight properties at December 31, 1999. The
Partnership operates the properties as manufactured home communities, renting
space to manufactured home residents on a month-to-month basis. The properties
compete for rentals with other manufactured home communities and apartments in
their local markets. Trailmont, Harmony Ranch, Apache East and Denali Park
Estates communities are encumbered with outstanding mortgage indebtedness
totaling approximately $4,165,400. It is the General Partners' opinion that the
properties are in good condition and are adequately insured.
<TABLE>
<CAPTION>
Pondarosa The Pines Shady Hills Trailmont
--------- --------- ----------- ---------
Indianapolis, Charleston, Ladson, Nashville,
Location Indiana South Carolina Tennessee Tennesse
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Percentage of Ownership 100% 100% 100% 100%
Date Acquired 3/86 8/86 9/86 1/96
Acreage 18 24 25 30
Number of Sites 148 204 249 131
Monthly Rents (1) $224 $153 $213 $248
Occupancy Level:
December 31, 1999 93% 100% 87% 100%
Real Estate Taxes $14,200 $7,600 $40,700 $14,800
Federal Tax Basis (3) $452,000 $795,100 $1,186,000 $1,273,800
Mortgage Information:
Balance Payable -- -- -- $1,170,400
Interest Rate -- -- -- 8.41%
Amortization Period -- -- -- --
Maturity Date -- -- -- 1/03
Balance Due at Maturity -- -- -- $1,170,400
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Harmony Ranch Big Country Estates Apache East Denali Park Estates
Thonotosassa, Cheyenne, Apache Junction, Apache Junction,
------------- ------------------- ------------------ -------------------
Location Florida Wyoming Arizona Arizona
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Percentage of Ownership 25% 40% 29% 29%
Date Acquired 12/86 12/86 2/97 2/97
Acreage 29 28 16 33
Number of Sites 193 253 123 162
Monthly Rents (1) $243 $207 $212 $228
Occupancy Level:
December 31, 1999 85% 96% 96% 94%
Real Estate Taxes $52,500 $11,100 $18,100 $25,300
Federal Tax Basis (3) $2,346,500 $2,348,000 $2,238,700 $2,729,800
Mortgage Information:
Balance Payable $1,200,000 -- $2,965,400 (2)
Interest Rate 8,87% -- 8,38% (2)
Amortization Period -- -- 24 years (2)
Maturity Date 9/02 -- 3/06 (2)
Balance Due at Maturity $1,200,000 -- S2,583,200 (2)
</TABLE>
_________________________________________________
(1) Average rental rates in effect on December 31, 1999.
(2) Mortgage note information is the same as is set forth for Apache East.
(3) For income tax purposes, the properties and their components are
depreciated using both straight-line and accelerated methods over useful
lives ranging from 5 to 40 years.
Item 3. LEGAL PROCEEDINGS
-----------------
On May 10, 1999, Ira Gaines, a limited partner of Windsor Park Properties 4, A
California Limited Partnership ("Windsor 4"), filed a purported class action and
derivative complaint (the "Complaint"), on behalf of himself and other similarly
situated limited partners, against the General Partners, in their capacity as
the general partners of Windsor 4, and the Directors and the President of TWC,
the managing General Partner of Windsor 4, in the Superior Court of the State of
California, County of San Diego. The Complaint asserts causes of action arising
out of the sale by Windsor 4 of its properties and other assets to N'Tandem for
cash and the subsequent liquidation of Windsor 4 in accordance with its
partnership agreement and alleges the following: (i) wrongful failure to
liquidate timely Windsor 4 in that its term expired on December 31, 1997 and to
engage in sustained efforts to liquidate Windsor 4's remaining properties, thus
allegedly tying up the limited partners' money for longer than was contemplated
or allowed under the agreement of limited partnership of Windsor 4, (ii) breach
of fiduciary duty owed by the defendants to Windsor 4 and its limited partners
in that the defendants allegedly failed to take steps to ensure the entire
fairness of the transaction and that the selling prices for Windsor 4's assets
allegedly do not fairly and adequately represent their present value, and (iii)
breach of the defendants' contractual duties owed to Windsor 4 and its limited
partners in that the agreement of limited partnership of Windsor 4 prohibits
sales of property to a sponsor of Windsor 4. In the Complaint, the plaintiff is
seeking relief in the form of monetary damages and an award of expenses and a
dissolution of Windsor 4 and the appointment of an independent liquidating
trustee to liquidate Windsor 4's assets.
6
<PAGE>
On December 3, 1999, Mr. Gaines, also a limited partner of the Partnership and
Windsor Park Properties 6, A California Limited Partnership ("Windsor 6"),
amended the Compliant, in response to the Proposed Transactions of the
Partnership and similar transactions separately proposed with respect to Windsor
6, by filing an amended purported class action and derivative complaint (the
"Amended Complaint"), on behalf of himself and other similarly situated limited
partners, against the General Partners, in their capacity as the general
partners of the Partnership, Windsor 4, and Windsor 6, and the Directors and the
President of TWC, in the Superior Court of the State of California, County of
San Diego. In addition to the original allegations set forth in the Complaint,
the Amended Complaint also alleges generally breach of fiduciary duty and
contractual duties owed by the defendants to the Partnership and Windsor 6 and
their limited partners in that the defendants allegedly failed to take steps to
ensure the entire fairness of the transactions by proposing to sell the
partnerships' assets at prices that were improperly discounted from the
appraisal values and without taking steps to seek out alternative purchasers or
otherwise maximize value to the limited partners.
In the Amended Complaint, the plaintiff asserts causes of action for breach of
contract, breach of fiduciary duty and a derivative claim for breach of
fiduciary duty and seeks relief in the form of monetary damages and an award of
expenses and a dissolution of Windsor 4 and the appointment of an independent
liquidating trustee to liquidate Windsor 4's assets. Although the General
Partners dispute each claim set forth in the Amended Complaint, they have
concluded that the further defense of this action would be protracted, expensive
and distracting to their operations. To that end, the General Partners have
reached an agreement in principle that would settle all claims in the action,
subject to court approval of a definitive signed agreement. The proposed
settlement, if approved, provides for the total payment of more than $1 million
by the defendants, plus the costs of administering the settlement fund
(including the mailing of notice to class members), in return for releases from
all actual and potential claims concerning the management or operation of the
Partnership, Windsor 4 and Windsor 6 against all of the defendants and any
affiliated persons or entities. Accordingly, there would be available for
distribution to Limited Partners an aggregate of approximately $213,200 if the
proposed settlement is approved. In connection with the proposed settlement,
the defendants have agreed not to object to the application by plaintiffs'
counsel to the court for an award of up to one-third of the aggregate settlement
amount to be paid as attorney's fees and expenses. As a result, if the proposed
settlement is approved, the General Partners estimate that those Limited
Partners who do not elect to exclude themselves from the class will receive,
after payment of estimated attorney's fees and expenses to plaintiffs' counsel,
an amount of approximately $.76 per unit of limited partner interest (each, a
"Unit"). Pursuant to the terms of the proposed settlement agreement, the
General Partners have the right, but not the obligation, to terminate the
proposed settlement if the Limited Partners fail to approve the Proposed
Transactions or the limited partners of Windsor 6, who are voting on similar
proposed transactions, fail to approve such transactions.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
There were no matters submitted to security holders for a vote during the fourth
quarter of the fiscal year covered by this report.
7
<PAGE>
PART II
-------
Item 5. MARKET FOR THE PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS
----------------------------------------------------------------------
A public market for the Partnership's Units does not exist and is not likely to
develop. As of December 31, 1999, there were approximately 2,694 holders of
record holding an aggregate of 188,296 Units.
Cash distributions paid to the Limited Partners since December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
Per $1,000
Aggregate Originally
Date Paid Amount (1) Invested (2)
- --------- ---------- ------------
<S> <C> <C>
August 1999 $132,500 $6.59
February 1999 $133,300 $6.63
August 1998 $135,200 $6.73
February 1998 $133,700 $6.65
</TABLE>
_____________________
(1) Amounts exclude General Partner participation.
(2) Computed based on $20,100,000 original investment.
Cash distributions paid to the General Partners since December 31, 1997 have
been $29,400.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
The following discussion should be read in conjunction with the financial
statements and Notes thereto included elsewhere in this Annual Report on Form
10-KSB. Certain statements in this discussion constitute "forward-looking
statements," and as such involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Partnership or industry to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
On March 22, 2000, the General Partners mailed to the Limited Partners a Consent
Solicitation Statement describing the Proposed Transactions and requesting the
consent of such Limited Partners to the Proposed Transactions. The General
Partners anticipate that if the Proposed Transactions are approved by the
Limited Partners, all of the Partnership's Properties and ownership interest in
Properties will be sold on or before June 30, 2000.
Results of Operations
- ---------------------
The results of operations for the year ended December 31, 1999 and 1998 are not
directly comparable due to the sale of the Partnership's Little Eagle property
in April 1999. The Partnership realized net income before extraordinary item of
$628,800 and $180,400 for the years ended December 31, 1999 and 1998,
respectively. Net income after extraordinary item per Unit was $2.94 in 1999
and $.93 in 1998. The increase in net income, before extraordinary item, is
primarily attributable to the $424,600 gain on sale of the Little Eagle
property.
8
<PAGE>
Rent and utility revenues decreased from $1,687,000 in 1998 to $1,579,900 in
1999, primarily due to the sale of the Little Eagle property.
Equity in earnings of joint ventures and limited partnerships represents the
Partnership's share of the net income of four manufactured home communities.
Equity in earnings of joint ventures and limited partnerships increased from
$8,100 in 1998 to $23,300 in 1999 primarily due to rental increases at these
four communities. The overall occupancy of these four communities remained
constant at 92% for the years ended December 31, 1999 and 1998.
Interest income decreased from $27,900 in 1998 to $6,100 in 1999 due mainly to
lower cash balances maintained by the Partnership.
Interest expense decreased from $279,800 in 1998 to $183,100 in 1999 due to the
payoff of the $1.8 million mortgage in connection with the sale of the Little
Eagle property in April 1999.
General and administrative expense increased from $101,400 in 1998 to $134,100
in 1999 primarily due to costs incurred to appraise the Partnership's
properties.
Liquidity and Capital Resources
- -------------------------------
The Partnership's principal sources of cash during the years ended December 31,
1999 and 1998 were its cash flow generated from the operation of its communities
and distributions from joint ventures and limited partnerships. Net cash
provided by operating activities was $359,000 and $415,700 for the years ended
December 31, 1999 and 1998, respectively. At December 31, 1999, the
Partnership's cash amounted to $62,900.
The Partnership's primary uses of its capital resources during the same periods
were for cash distributions to partners and debt service. Cash distributions to
partners totaled $280,500 and $283,600 for the years ended December 31, 1999 and
1998, respectively.
A portion of the Partnership's mortgage debt was paid off with the proceeds form
the sale of the Little Eagle property in April 1999. At December 31, 1999, the
Partnership's mortgage debt was $1,570,400. The Partnership's proportionate
share of joint venture and limited partnership debt was approximately
$2,730,400, consisting of $1,470,400 of fixed rate debt and $1,260,000 of
variable rate debt. The average rate of interest on the fixed rate debt and
variable rate debt was 8.50% and 7.88% at December 31, 1999 and 1998,
respectively. The Partnership and the affiliated entities are jointly and
severally liable for the full amounts of the loans obtained jointly.
The future sources of liquidity for the Partnership will be provided from
property operations, cash reserves and ultimately from the sale of its
communities and investments in joint ventures and limited partnerships. The
Partnership expects to meet its short-term liquidity requirements, including
capital expenditures, administration expenses, debt service, and distributions
to partners, from cash flow provided from property operations and distributions
from investments in joint ventures and limited partnerships. The Partnership
expects to meet its long-term liquidity requirements through the sale of its
communities and investments in joint ventures and limited partnerships and the
use of cash reserves.
9
<PAGE>
Inflation
- ---------
All of the leases or terms of residents' occupancies at the properties allow for
at least annual rental adjustments. In addition, all of the leases are month-
to-month and enable the Partnership to seek market rentals upon reletting the
sites. Such leases generally minimize the risk to the Partnership of any
adverse effect of inflation.
Year 2000 Compliance
- --------------------
The Partnership had all systems modified to be compliant for the year 2000 and,
following the date change to the year 2000, has not experienced any material
impact on its financial condition or operations.
10
<PAGE>
Item 7. FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as a part of this report:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 12
Balance Sheet as of December 31, 1999 13
Statements of Operations for the Years Ended
December 31, 1999 and 1998 14
Statements of Partners' Equity for the Years Ended
December 31, 1999 and 1998 15
Statements of Cash Flows for the Years Ended
December 31, 1999 and 1998 16
Notes to Financial Statements 17
</TABLE>
11
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Windsor Park Properties 3,
(A California Limited Partnership)
In our opinion, the accompanying balance sheet and the related statements of
operations, partners' equity and cash flows present fairly, in all material
respects, the financial position of Windsor Park Properties 3, a California
Limited Partnership (the "Partnership"), at December 31, 1999, and the results
of its operations and its cash flows for each of the two years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
Denver, Colorado
March 23, 2000
12
<PAGE>
WINDSOR PARK PROPERTIES 3
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
<TABLE>
<CAPTION>
ASSETS December 31, 1999
- ------ -----------------
<S> <C>
Property held for sale, net $3,323,800
Investments in joint ventures and limited partnerships held for sale 1,157,300
Cash and cash equivalents 62,900
Deferred financing costs, net 23,900
Other assets 237,200
----------
Total Assets $4,805,100
==========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage notes payable $1,170,400
Term loan payable 400,000
Accrued expenses 188,400
Tenant deposits and other liabilities 38,100
Due to general partners and affiliates 151,800
----------
Total Liabilities 1,948,700
----------
Commitments and Contingencies (Note 8)
Partners' Equity:
Limited partners 2,859,400
General partners (3,000)
----------
Total Partners' Equity 2,856,400
----------
Total Liabilities and Partners' Equity $4,805,100
==========
</TABLE>
See accompanying notes to financial statements.
13
<PAGE>
WINDSOR PARK PROPERTIES 3
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------
1999 1998
---------------- --------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $1,579,900 $1,687,000
Equity in earnings of joint ventures and limited partnerships 23,300 8,100
Interest 6,100 27,900
Gain on sale of property held for sale 424,600 -
Other 38,800 61,600
---------- ----------
2,072,700 1,784,600
---------- ----------
COSTS AND EXPENSES
- ------------------
Property operating expenses 920,100 995,900
Interest 183,100 279,800
Depreciation 206,600 227,100
General and administrative:
Related parties 25,700 36,200
Other 108,400 65,200
---------- -----------
1,443,900 1,604,200
---------- -----------
Income before extraordinary item $ 628,800 $ 180,400
Extraordinary loss from early extinguishment of debt 74,600 -
---------- ----------
Net income $ 554,200 $ 180,400
========== ===========
Net income - general partners $ 63,800 $ 1,800
========== ===========
Net Income - limited partners $ 490,400 $ 178,600
========== ===========
Basic and diluted earnings per limited partnership unit:
Income before extraordinary item $ 2.91 $ 0.93
Extraordinary loss from early extinguishment of debt 0.32 -
---------- -----------
Net Income - limited partners $ 2.59 $ 0.93
========== ===========
</TABLE>
See accompanying notes to financial statements.
14
<PAGE>
WINDSOR PARK PROPERTIES 3
-------------------------
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
----------------------------------------------
<TABLE>
<CAPTION>
General Partners Limited Partners Total
---------------- ---------------- ----------------
<S> <C> <C> <C>
Balance at December 31, 1997 $(39,200) $2,898,000 $2,858,800
Cash distributions (14,700) (268,900) (283,600)
Net income 1,800 178,600 180,400
Repurchase of limited partnership units (110,900) (110,900)
---------------- ---------------- ----------------
Balance at December 31, 1998 $(52,100) $2,696,800 $2.644,700
Cash distributions (14,700) (265,800) (280,500)
Net Income 63,800 490,400 554,200
Repurchase of limited partnership units (62,000) (62,000)
---------------- ---------------- ----------------
Balance at December 31, 1999 $ (3,000) $2,859,400 $2,856,400
================ ================ ================
</TABLE>
See accompanying notes to financial statements.
15
<PAGE>
WINDSOR PARK PROPERTIES 3
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
-------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------
1999 1998
--------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 554,200 $ 180,400
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 206,600 227,100
Equity in earnings of joint ventures and limited partnerships (23,300) (8,100)
Joint ventures' and limited partnerships cash distributions 23,300 8,100
Gain on sale of property held for sale (424,600) -
Amortization of deferred financing costs 66,100 20,000
Changes in operating assets and liabilities:
Increase in other assets (135,700) (30,800)
Decrease in accounts payable (5,200) (29,900)
(Decrease) increase in accrued expenses (25,700) 115,100
Decrease in tenant deposits and other liabilities (4,300) (20,100)
Increase (decrease) due to general partner and affiliates 127,600 (46,100)
---------- ---------
Net cash provided by operating activities 359,000 415,700
----------- ---------
Cash flows from investing activities:
Increase in property held for sale (159,100) (133,900)
Joint ventures' and limited partnerships' cash distributions 138,400 189,400
Proceeds from sale of property held for sale 865,900 -
Investment in joint venture and limited partnerships (39,600) (22,000)
----------- ---------
Net cash provided by investing activities 805,600 33,500
----------- ---------
Cash flows from financing activities:
Cash distributions to partners (280,500) (283,600)
Proceeds from term loan 400,000 -
Payments on mortgage financing (1,800,000) -
Repurchase of limited partnership units (62,000) (110,900)
----------- ---------
Net cash used in financing activities (1,742,500) (394,500)
----------- ---------
Net increase (decrease) in cash and cash equivalents (577,900) 54,700
Cash and cash equivalents at beginning of year 640,800 586,100
----------- ---------
Cash and cash equivalents at end of year $ 62,900 $ 640,800
=========== =========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest (none capitalized) $ 146,200 $ 258,100
============ =========
</TABLE>
See accompanying notes to financial statement.
16
<PAGE>
WINDSOR PARK PROPERTIES 3
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------
The Partnership
- ---------------
Windsor Park Properties 3, A California Limited Partnership (the "Partnership"),
was formed in August 1985 for the purpose of acquiring and holding existing
manufactured home communities for investment. The General Partners of the
Partnership are The Windsor Corporation, a California corporation ("TWC"), and
John A. Coseo, Jr. (together with TWC, the "General Partners"). In September
1997, Chateau Communities, Inc., a publicly held real estate investment trust
("Chateau"), purchased 100% of the outstanding shares of Capital Stock of TWC.
Pursuant to the Agreement of Limited Partnership (the "Partnership Agreement")
of the Partnership, the term of the Partnership expired on December 31, 1999.
As a result, in accordance with the terms of the Partnership Agreement and
California law, the "General Partners are required (i) to develop a plan of
liquidation for the Partnership's assets and to liquidate and dissolve the
Partnership or (ii) to take such steps as are necessary to extend the term of
the Partnership in order to enable it to continue as a going concern."
Accordingly, the General Partners have approved, and recommend that the
Partnership proceed with, a plan of liquidation (the "Plan of Liquidation"),
pursuant to which the Partnership will sell its four wholly-owned properties and
its partial ownership interests in four other properties (collectively, the
"Properties") to N'Tandem Trust, a California business trust ("N'Tandem"), and,
thereafter, make liquidating distributions to the partners in accordance with
the terms of the Partnership Agreement (the "Proposed Transactions"). The
consummation of the Proposed Transactions is subject to the satisfaction of
certain conditions, including the approval of a majority-in-interest of the
Partnership's Limited Partners. If the Proposed Transactions are consummated,
the Partnership will be liquidated and dissolved and liquidating distributions
will be made to Limited Partners in accordance with the terms of the
Partnership's Agreement.
On March 22, 2000, the General Partners mailed to the Limited Partners a Consent
Solicitation Statement describing the Proposed Transactions and requesting the
consent of such Limited Partners to the Proposed Transactions. The General
Partners anticipate that if the Proposed Transactions are approved by the
Limited Partners, all of the Partnership's Properties will be sold on or before
June 30, 2000.
Property Held For Investment
- ----------------------------
During 1998, property held for investment was carried at cost unless facts and
circumstances indicated that the carrying value of the property may be impaired.
Impairment is determined by comparing the estimated future cash flows
(undiscounted and without interest charges) from an individual property to its
carrying value. If such cash flows are less than the property's carrying value,
the carrying value of the property is written down to its estimated fair value.
No such writedowns were recorded for the year ended December 31, 1999.
Property held for investment is depreciated over various estimated useful lives
(buildings and improvements - 5 to 20 years; fixtures and equipment - 3 to 5
years) using the straight-line method. When assets are sold or otherwise
disposed of, the cost and related accumulated depreciation are removed from the
accounts, and any gain or loss is included in net income. Repairs and
maintenance are charged to operations as incurred.
17
<PAGE>
Property Held for Sale
- ----------------------
During 1999, property held for sale was recorded at the lower of cost or net
realizable value. On April 1, 1999, the Partnership entered into an agreement
to sell Little Eagle, a manufactured home community containing 96 homesites
located in Indianapolis, Indiana, and nine mobile home units at Little Eagle to
Floral Park Cemetery Association, the terms of which were determined through
arms-length negotiations between the parties. The aggregate purchase price paid
for Little Eagle and the nine mobile home units was $925,000, net of selling
expenses of approximately $60,000. The sale resulted in a net gain on sale of
$424,600. In connection with the sale, the Partnership obtained a $400,000 term
loan and paid off a related mortgage payable of $1,800,000, resulting in an
extraordinary loss on early extinguishment of debt of approximately $74,600.
The extraordinary loss is comprised of an $18,000 prepayment penalty and a
$56,600 write off of unamortized loan fees.
Investments in Joint Ventures and Limited Partnerships
- ------------------------------------------------------
The investments in joint ventures and limited partnerships are accounted for
utilizing the equity method as the properties are subject to joint control
requiring approval or mutual agreement of the investees. The investment in
limited partnerships is also accounted for utilizing the equity method as the
limited partners have significant rights.
Financing Costs
- ---------------
Financing costs are amortized to interest expense over the life of the note
utilizing a method which approximates the effective interest method.
Income Taxes
- ------------
Under provisions of the Internal Revenue Code of 1986, and amended, the
California Revenue and Taxation Code, partnerships are generally not subject to
income taxes. The tax effect of any income or loss accrues to the individual
partners.
Basic and Diluted Earnings per Limited Partnership Unit
- -------------------------------------------------------
Basic and diluted earnings per limited partnership unit are calculated based on
the weighted average number of limited partnership units outstanding during the
year and the net income allocated which is the same as income available to the
limited partners. Basic and diluted earnings per limited partnership unit are
the same, as the Partnership has no dilutive securities. The weighted average
number of limited partnership units outstanding during the years ended December
31, 1999 and 1998 was 189,238 and 192,006, respectively.
Statements of Cash Flows
- ------------------------
For purposes of the statements of cash flows, the Partnership considers all
highly-liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
18
<PAGE>
Revenue Recognition
- -------------------
Rental income is recognized when earned and due from residents. The leases
entered into by residents for the rental of a site are generally for terms not
longer than one year and renewable upon the consent of both parties or, in some
instances, as provided by statute.
NOTE 2. PARTNERSHIP AGREEMENT
---------------------
In accordance with the Partnership Agreement, the maximum liability of the
Limited Partners is the amount of their capital contributions. The number of
limited partnership units outstanding at December 31, 1999 and 1998 was 188,296
and 190,213, respectively, which represented capital contributions of
$18,829,600 and $19,021,300, respectively. During the years ended December 31,
1999 and 1998, the Partnership repurchased 1,917 units and 3,826 units,
respectively, for $61,900 and $110,900, respectively, from Limited Partners.
The General Partners owned 1,010 Units at both December 31, 1999 and 1998.
The General Partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
Operational Stage
- -----------------
The profits and losses of the Partnership during the operational stage are
allocated 99% to the Limited Partners and 1% to the General Partners. Cash
distributions from operations are allocated 95% to the Limited Partners and 5%
to the General Partners.
The Partnership reimburses TWC for certain direct expenses, and employee,
executive and administrative time incurred on the Partnership's behalf. The
Partnership was charged $25,700 and $36,200 for such costs during the years
ended December 31, 1999 and 1998, respectively. These costs are included in
property operating and general and administrative expenses in the accompanying
statements of operations.
TWC is paid a management fee which is based on a percentage of actual gross
receipts collected from the operations of the properties. TWC receives 2.5% for
the Trailmont property. For the years ended December 31, 1999 and 1998, the
total amounts paid to TWC were $9,700 and $9,300 respectively.
Liquidation Stage
- -----------------
During the Partnership's liquidation stage, the total compensation paid to all
persons for the sale of investment properties is limited to competitive real
estate commissions, not to exceed 6% of the contract price for the sale of the
property. The general partners may receive up to one-half of the competitive
real estate commission, not to exceed 3%, if they provide a substantial amount
of services in the sales effort. The general partners' commission is
subordinated to the limited partners' receiving a 9% cumulative, non-compounded
annual return (Preferred Return) on their original capital investments. No
commissions were paid to the General Partners during the years ended December
31, 1999 and 1998.
The General Partners receive 1% of cash distributions from the sale or financing
of Partnership properties. This participation increases to 15% after the
Limited Partners have received their original invested capital plus a 9%
cumulative, non-compounded, annual return.
The General Partners generally receive 1% of profits and losses from the sale of
Partnership properties. However, if applicable, profits on sale will first be
allocated 100% to the General Partners to the extent of their negative capital
account.
19
<PAGE>
The General Partners received cash distributions of $14,700 in each of the years
ended December 31, 1999 and 1998.
NOTE 3. PROPERTY HELD FOR SALE
----------------------
Property held for investment consists of four manufactured home communities
summarized as follows:
<TABLE>
<CAPTION>
Name of Property Date Acquired Location
- ------------------------- ------------------------- ---------------------------------
<S> <C> <C>
Pondarosa March 31, 1986 Indianapolis, Indiana
Pines August 1, 1986 Charleston, South Carolina
Shady Hills September 30, 1986 Ladson, Tennessee
Trailmont January 17, 1996 Nashville, Tennessee
<CAPTION>
December 31, 1999
-------------------------
Land $ 974,500
Buildings and improvements 4,841,200
Fixtures and equipment 158,300
-------------------------
5,974,000
Less accumulated depreciation (2,650,200)
-------------------------
$ 3,323,800
=========================
</TABLE>
NOTE 4. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS HELD FOR SALE
--------------------------------------------------------------------
The Partnership's investments in joint ventures consist of interests in two
manufactured home communities summarized as follows:
<TABLE>
<CAPTION>
Ownership
Name of Property Percentage Date Acquired Location
- ----------------------------- ------------------------ ----------------------------- -----------------------------
<S> <C> <C> <C>
Big Country Estates 40% December 1, 1986 Cheyenne, Wyoming
Harmony Ranch 25% December 15, 1986 Thonotosassa, Florida
</TABLE>
The Partnership's interests in its two remaining communities are owned through
an affiliated Arizona limited partnership, which has the same General Partners
as the Partnership.
<TABLE>
<CAPTION>
Ownership
Name of Property Percentage Date Acquired Location
- ----------------------------- ------------------------ ----------------------------- -----------------------------
<S> <C> <C> <C>
Apache East 29% February 18, 1997 Apache Junction, Arizona
Denali Park 29% February 18, 1997 Apache Junction, Arizona
</TABLE>
20
<PAGE>
NOTE 4. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS (continued)
------------------------------------------------------
The combined condensed financial position and results of operations of the joint
ventures and limited partnerships are as follows:
<TABLE>
<CAPTION>
Financial Position December 31, 1999
------------------
<S> <C> <C>
Property held for investment, net $ 7,666,800
Cash 75,700
Other assets $ 153,500
------------------
Total assets $ 7,896,000
==================
Mortgage note payable $ 4,165,500
Accounts payable 400
Other liabilities 198,900
------------------
Total liabilities 4,364,800
Partners' equity 3,531,200
------------------
Total liabilities and partners' equity $ 7,896,000
==================
For the Year Ended December 31,
----------------------------------------------------
Results of operations 1999 1998
- --------------------- -------------- ----------
Property revenues $1,786,700 $1,762,400
Expenses: -------------- ----------
Property operating 855,600 905,100
Depreciation 377,500 473,400
Interest 482,700 405,100
General and administrative 13,800 -
-------------- ---------
1,729,600 1,783,600
-------------- ---------
Net income (loss) $ 57,100 $ (21,200)
============== ==========
</TABLE>
21
<PAGE>
NOTE 5. MORTGAGE NOTES PAYABLE
----------------------
The Partnership has a $1,170,400 mortgage loan collateralized by the Trailmont
property. The loan is payable in monthly interest only installments bearing
interest at a fixed rate of 8.41% and is due in January 2003.
The Partnership has a $400,000 unsecured term loan. The loan bears interest at
LIBOR plus 120 and is due May 31, 2000.
NOTE 6. DISTRIBUTIONS TO LIMITED PARTNERS
---------------------------------
Distributions to Limited Partners in excess of net income allocated to Limited
Partners are considered a return of capital. A breakdown of cash distributions
to the Limited Partners for the years ended December 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
1999 1998
-------------------------------------- -------------------------------
Per Per
Amount Unit Amount Unit
---------------- ----------- ------------ ------
<S> <C> <C> <C> <C>
Net income
Limited Partners $ 490,400 $ 2.59 $178,600 $0.93
Return of capital - - 90,300 0.47
Net Income in Excess
of distributions (224,600) (1.19) - -
--------- ------ -------- -----
Total Distribution $ 265,800 $ 1.40 $268,900 $1.40
========= ====== ======== =====
</TABLE>
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The carrying amounts of cash equivalents, other assets, accounts payable,
accrued expenses and other liabilities approximate fair value because of the
short maturity of the financial instruments. The General Partners believe the
carrying value of the mortgage notes payable approximates fair value based upon
interest rates available for the issuance of debt with similar terms and
maturities.
NOTE 8. CONTINGENCIES
-------------
The Partnership, as an owner of real estate, is subject to various environmental
laws. Compliance by the Partnership with existing laws has not had a material
effect on the results of operations, financial condition or cash flows of the
Partnership, nor does management believe it will have a material impact in the
future.
The Partnership is jointly and severally liable for $4,165,400 of debt issued by
affiliated entities in which it has a joint venture or limited partnership
investment.
22
<PAGE>
NOTE 10. RELATED PARTY TRANSACTIONS
--------------------------
Chateau and/or its predecessor have been providing property management services
to the Partnership since 1992. For this service, Chateau is paid a property
management fee, which is based on a percentage of actual gross receipts of the
properties. The total management fees paid to Chateau were $82,300 and $77,200
for the years ended December 31, 1999 and 1998, respectively. In addition
certain direct expenses are paid by Chateau on behalf of the Partnership and
then reimbursed by the Partnership. These amounts were $224,200 and $254,300 and
for the years ended December 31, 1999 and 1998, respectively.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements over accounting or financial disclosure with the
independent accountants for the Partnership.
PART III
--------
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
--------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
The General Partners of the Partnership are TWC, and John A. Coseo, Jr.
In July 1994, TWC merged into Windsor Group, Inc., a majority-owned subsidiary.
In conjunction with the merger, Windsor Group, Inc. changed its name to TWC.
These entities were incorporated in 1977 and 1992, respectively, to engage in
the real estate syndication business. Historically, they have concentrated
solely on the acquisition, management, and sale of fully-developed manufactured
home communities through the investment programs which they sponsor.
The executive officers of TWC do not receive direct compensation from the
Partnership in these capacities and are only required to spend such time on the
Partnership's affairs as is deemed necessary. Substantial amounts of these
officers' time is spent on matters unrelated to the Partnership.
The names, ages, and nature of the positions held by the directors and executive
officers of TWC follow:
<TABLE>
<CAPTION>
Name Age Office
- ------------------------------------------ ------------ -------------------------------------------------------
<S> <C> <C>
Steven G. Waite 45 President and Director
Gary P. McDaniel 54 Director
C.G. Kellogg 56 Director
</TABLE>
A brief background of the general partners, directors and certain executive
officers of TWC follows.
Steven G. Waite (45) joined TWC in August 1997 as President. Since 1991, until
his involvement with Windsor, Mr. Waite served as Vice President/General Manager
of the Communities Division at Clayton Homes. He was responsible for the
original start up of this division, and subsequently built it into a successful
and profitable area of Clayton Homes, expanding from eight communities to 67
communities. In addition, Mr. Waite has over eight years of experience in the
manufactured home community-lending arena. He earned a Bachelor of Arts degree
from the University of Colorado and a Master of Business Administration from the
University of Alabama. Mr. Waite is active in the Manufactured Housing
Institute.
Gary P. McDaniel (54), a director of TWC, has been Chief Executive Officer and a
director of Chateau Communities, Inc. ("Chateau") since February 1997. He
served as the Chairman of the Board, President and Chief Executive Officer for
ROC Communities, Inc. which merged with Chateau in 1997. He has been an
executive and shareholder of ROC and its predecessors since 1979, and has been
active in the
23
<PAGE>
manufactured home industry since 1972. Mr. McDaniel is also a trustee of
N'Tandem Trust, which is advised by TWC. Mr. McDaniel has been active in several
state and national manufactured home associations, including associations in
Florida and Colorado. In 1996, he was named "Industry Person of the Year" by the
National Manufactured Housing Industry Association. Mr. McDaniel is on the Board
of Directors of the Manufactured Housing Institute. He is a graduate of the
University of Wyoming and served as a Captain in the United States Air Force.
C.G. ("Jeff") Kellogg (56) has been President and a director of Chateau since
its inception and was Chief Executive Officer of Chateau from its inception to
February 1997. For the five years preceding the formation of Chateau, Inc., Mr.
Kellogg was President and Chief Operating Officer of Chateau Estates. He is
extremely active in local and national industry associations, often in
leadership positions. Mr. Kellogg is a past President of the Michigan
Manufactured Housing Association and served on the Manufactured Housing
Institute's Community Operations Committee. He is a graduate of Michigan
Technological University with a B.S. in Civil Engineering.
John A. Coseo, Jr. (60), the other general partner of the Partnership was the
founder of TWC in 1977 and has been actively involved in all facets of the
manufactured housing business since that time. Mr. Coseo resigned from his
positions as a director and executive officer of TWC in 1997. From 1979 to the
present, Mr. Coseo has acted as general partner or advisor in the acquisition
and management of 56 manufactured home communities throughout the United States.
Mr. Coseo is a general partner of seven limited partnerships which have
registered their securities under the Securities and Exchange Act of 1934.
Item 10. EXECUTIVE COMPENSATION
----------------------
The Partnership has not paid and does not propose to pay any remuneration or
retirement benefits to John A. Coseo, Jr. and the directors or executive
officers of TWC. Refer to Item 12 (Certain Relationships and Related
Transactions) for cash distributions and expense reimbursements paid to TWC by
the Partnership.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of more
than 5% of the Units.
(b) Security Ownership of Management
The following table presents certain information regarding the number of
Units owned, directly or indirectly, by (i) each General Partner and (ii)
all General Partners as a group as of December 31, 1999.
<TABLE>
<CAPTION>
Amount and Percent of
Nature of
Title of Class Beneficial Owner Beneficial Class
Ownership
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Units of Limited John A. Coseo, Jr.
Partnership Interest A General Partner 10 .005%
Units of Limited The Windosr Corporation
Partnership Interest A General Partner 1,000 .526%
------- ------
Units of Limited All General Partners
Partnership Interest As a group 1,010 .531%
======= ======
</TABLE>
24
<PAGE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The following table reflects all compensation accrued or paid to the General
Partners during the years ended December 31, 1999 and 1998.
<TABLE>
<CAPTION>
Form of Compensation and Entity Receiving 1999 1998
- ----------------------------------------- ----------------- -----------------
<S> <C> <C>
Expense Reimbursement - TWC $ 25,700 $ 36,800
Cash Distributions - TWC 14,700 14,700
Management Fee - TWC 9,700 9,300
----------------- -----------------
$ 50,100 $ $60,200
================= =================
</TABLE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(3) - Certificate and Agreement of Limited Partnership filed as
Exhibit A to Registration Statement No. 2-99697 and incorporated
herein by reference.
(27) - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
period covered by this Form 10-KSB.
25
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on this 31st day of March 30, 2000.
WINDSOR PARK PROPERTIES 3,
A California Limited Partnership by:
THE WINDSOR CORPORATION
By:/s/ Steven G. Waite
-----------------------------------
STEVEN G. WAITE
President
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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- -----
<S> <C> <C>
/s/Steven G. Waite President of The Windsor Corporation, a March 30, 2000
- --------------------------- general partner
STEVEN G. WAITE
/s/Gary P. McDaniel Director of The Windsor Corporation, a March 30, 2000
- --------------------------- general partner
GARY P. MCDANIEL
/s/C.G. Kellogg Director of The Windsor Corporation, a March 30, 2000
- --------------------------- general partner
C.G. KELLOGG
/s/John A. Coseo, Jr. General Partner March 30, 2000
- ---------------------------
JOHN A. COSEO, JR.
</TABLE>
26
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 62,900
<SECURITIES> 0
<RECEIVABLES> 237,200
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,323,800
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,805,100
<CURRENT-LIABILITIES> 0
<BONDS> 1,170,400
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,805,100
<SALES> 0
<TOTAL-REVENUES> 2,072,700
<CGS> 0
<TOTAL-COSTS> 920,100
<OTHER-EXPENSES> 340,700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 183,100
<INCOME-PRETAX> 554,200
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 554,200
<EPS-BASIC> 2.59
<EPS-DILUTED> 2.59
</TABLE>
