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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] for the fiscal year ended December 31, 1998
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[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from ________________ to _________________
Commission file number 33-1889
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MARKETPLACE INCOME PROPERTIES,
A NORTH CAROLINA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
North Carolina 56-1493986
(State of organization) (I.R.S. Employer Identification No.)
201 N. Tryon St.
Charlotte, North Carolina 28202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 379-9164
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: (Title of Class)
Units of Limited Partnership Interests
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 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
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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]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing. (See definition of affiliate in Rule 405)
Indicate the number of shares outstanding of each of the issuers' classes of
common stock as of the latest practicable date
3,000 Limited Partnership units outstanding as of April 21, 1999
Documents Incorporated by Reference: None
Page 1 of 2 sequentially numbered pages
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARKETPLACE INCOME PROPERTIES
a North Carolina Limited Partnership
By: ISC Realty Corporation
General Partner
By: /S/ J. Christopher Boone
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J. Christopher Boone
President
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
/S/ J. Christopher Boone April 22, 1999
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J. Christopher Boone Director and
President of
ISC Realty
Corporation
/S/ Edward C. Ruff April 22, 1999
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Edward C. Ruff Director of
ISC Realty
Corporation
/S/ Michael D. Hearn April 22, 1999
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Michael D. Hearn Director and
Secretary of
ISC Realty
Corporation
/S/ Lewis F. Semones, Jr. April 22, 1999
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Lewis F. Semones, Jr. Director of
ISC Realty
Corporation
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Marketplace Income Properties:
We have audited the accompanying consolidated balance sheets of Marketplace
Income Properties (a North Carolina Limited Partnership) and subsidiary as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, partners' capital and cash flows for each of the three years in the
period ended December 31, 1998. These financial statements and the schedule
referred to below are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Notes 1 and 2, the general partner began efforts in 1996 to
sell the rental properties comprising the Partnership. The Partnership
consummated sales for two of the rental properties in 1997 and one property in
1996.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Marketplace Income
Properties and subsidiary as of December 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998, in conformity with generally accepted accounting
principles. Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule listed in the index
to financial statements and financial statement schedule is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not a required part of the basic financial statements. The schedule has been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, fairly states, in all material
respects, the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Charlotte, North Carolina,
February 8, 1999.
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