UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1996, Commission file number: 33-2121
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
ARIZONA 86-0540409
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(State or other jurisdiction of incorporation or organization) (IRS Employer
Identification No.)
2999 N. 44th Street, Suite 450, Phoenix, Arizona 85018
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(Address of principal executive offices) (Zip Code)
(602) 955-4000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days ( )yes (X)no
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. ( )yes (X)no
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
As of June 30, 1996
Unaudited
ASSETS
Current Assets
Cash $ 116.49
Accounts Receivable --
Other
Mortgage Impounds 276.79
----------------
Total Current Assets 393.28
Land-Casa Grande 1,086,784.10
Land-Baseline & 24th St 1,276,794.35
Land-Peoria & 79th Ave 984,383.98
Land-Baseline off 24th St 766,108.94
Land-Baseline & 32nd St 1,139,148.04
Land-Pecos Rd/Chandler 1,259,018.40
Land-Central Ave./Avondale 125,472.02
Land-Van Buren & Central 1,302,319.75
Land Baseline off 24th St 254,714.10
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Total Land 8,194,743.68
Other Assets 1,218,283.07
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TOTAL ASSETS $ 9,413,420.03
================
LIABILITIES
Accounts Payable $ 71,765.61
Notes Payable 280,000.00
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Total Liabilities 351,765.61
CAPITAL
Partners Capital 9,061,654.42
TOTAL LIABILITIES & CAPITAL $ 9,413,420.03
================
2
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TPI LAND DEVELOPMENT III LTD.
Income Statement
through June 30, 1996
Unaudited
June 1996 Year To Date
INCOME
Rental Income $ $ 390.00
Interest Income 0.07 15.61
Transfer Fees --
Misc. Income 75.91
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Total Income $ 0.07 $ 481.52
EXPENSE
Bank Charges $ 21.86 $ 120.43
Interest Expense 3877.70 45,597.74
Legal & Accounting (1,450.50)
License & Fees 250.00
Management Fees --
Office Expense 3,551.75
Outside Service --
Rent 242.75 5,630.89
Property Tax 15,348.61
Trustee Fees 1,000.00
Utilities --
Total Expenses 4,142.31 70,048.92
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Profit/Loss $ (4,142.24) $ (69,567.40)
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Other Expense
Amortization 269.17 1,614.98
Total Other Expense 269.17 1,614.98
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Net Profit/Loss $ (4,411.41) $ (71,182.38)
============ =============
3
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
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NOTES TO FINANCIAL STATEMENTS
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June 30, 1996
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PART 1: FINANCIAL INFORMATION
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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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NATURE OF PARTNERSHIP
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TPI Land Development III Limited Partnership is a limited partnership
formed during 1986 under the laws of the State of Arizona. The
Partnership reached impound on May 27, 1986.
DURATION OF PARTNERSHIP
-----------------------
It has been the intention of the Partnership to acquire property for
investment appreciation purposes. The partnership intends to sell a
portion or all of the properties in the future with a view towards
liquidation of the Partnership. If not terminated prior to December 31,
2001, the Partnership shall cease to exist at that date.
OTHER ASSETS
------------
Organizational costs represent costs incurred during the formation
period of the Partnership. Organizational costs total $55,663.00.
Organizational costs were amortized over 60 months, and are fully
amortized. Syndication costs represent commissions incurred on the sale
of limited partnership interests and the costs of preparing the
prospectuses. Syndication costs total $1,216,937.22. Syndication costs
are not amortized.
INCOME TAXES
------------
No provision for income tax is made for the Partnership since the
reporting and payment of income tax is the responsibility of the
individual partners.
PARTNERS' PREFERRED RETURN ON CAPITAL CONTRIBUTIONS
---------------------------------------------------
The preferred return clause was deleted in the Amendments to Agreement
of Limited Partnership of TPI Land Development III Limited Partnership,
dated January 1998.
4
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
--------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
June 30, 1996
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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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ALLOCATION OF NET PROFITS, LOSSES, AND DISTRIBUTIONS TO PARTNERS
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Net profits, losses, (prepared on an accrual basis), and distributions
are allocated to the limited and general partners in accordance with
their respective capital percentages per Amendments to Agreement of
Limited Partnership of TPI Land Development III Limited Partnership,
(paragraph 4.1.a), dated January 1998.
NOTE 2: LAND
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Cost incurred by the Partnership for acquisition and holding of land as
of June 30, 1996 are as follows:
Casa Grande - Florence $1,086,784
24th St. & Baseline 1,276,794
79th Ave. & Peoria 984,384
23rd St. & Baseline 766,109
32nd St. & Baseline 1,139,148
Central Ave./Avondale 125,472
Arizona Ave. & Pecos 1,259,.018
Van Buren & Central 1,302,320
Baseline off 24th Street 254,714
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$8,194,744
One Triplex apartment building was sold 11/01/94 for $50,000. Two
Triplex apartment buildings were sold on 1/23/95 for $100,000. Rental
Property was sold on 5/23/95 for $44, 900.
NOTE 3: PARTNERS' CAPITAL
-----------------
Partners' capital contributions received and subscribed as of June 30,
1996 are as follows:
Limited partners contribution $ 9,939,500
Prior years profit (loss) (806,663)
Current years profit (loss) (71,182)
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Partners' Capital $ 9,061.655
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5
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
--------------------------------------------
NOTES TO FINANCIAL STATEMENTS
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June 30, 1996
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NOTE 3: PARTNERS' CAPITAL (CONTINUED)
-----------------------------
A prior period adjustment was made to the prior year's profit(loss) for
$24,381. The previous general partner's original contribution of
$100,399 was in the form of a note payable. The note was written off
with the removal of the general partner and all of his interests.
Limited partners' original contributions were adjusted accordingly. The
accounts receivable balance of $2,079 was due to the general partner,
and was written off and the current year's loss adjusted. The note and
the receivable netted in effect and the capital account corrected.
NOTE 4: The partnership is obligated under the Promissory Note dated May 3,
1993 with West Financial Corp. for $285,000. Interest of 14.9% per
annum is paid in monthly installments of $3,538.75 with the remaining
principal and interest due and payable on July 1, 1996. West Financial
Corp. assigned all rights, title and interest in the Promissory Note
and beneficial interest under the Deed of Trust to Bolco Limited
Partnership, in an agreement dated February 12, 1996. The agreement
extends the remaining interest due and payable to June 1, 1997. All
other terms of the original agreement are upheld.
NOTE 5: The tri-plex rental property was readied for a pending sale. A short
term loan from TPI Secured Income 89B was needed in addition to
existing cash reserves to prepare the property for sale. The loan was
repaid on 02/01/95.
NOTE 6: The Partnership has loaned the sum of $39,500 to an unrelated entity
under a Promissory Note dated August 31, 1993. Interest of 15% per
annum is due monthly and accrues to principal if unpaid monthly. The
Note was foreclosed upon on 07/13/94 and the property was converted to
an asset to be prepared for sale.
NOTE 7: The Partnership has loaned $25,000 to an unrelated party on October 8,
1993. Interest of 15% accrues to the principal with the balance all due
and payable October 4, 1994. The loan was repaid on 10/18/94.
6
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
--------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
June 30, 1996
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
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OPERATIONS
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The partnership offering period ended December 31, 1987. From that date forward
the Partnership entered the operating stage which either held the properties for
appreciation or prepared the properties for disposition. Also during this
period, the final acquisitions were made.
As of June 30, 1996 the Partnership had $116.49 in cash and money market
instruments. The sources of revenue during the operating period were interest on
the money market account.
PART 2: OTHER INFORMATION
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LEGAL PROCEEDINGS
A petition was filed on July 6, 1995 in the United States Bankruptcy Court for
the District of Arizona, Case No. 95-05828-PHX-CGC, for Chapter 11 Bankruptcy
protection. All parcels of real property are listed for sale, and are being
actively marketed. A plan of reorganization is currently being prepared.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The general partners, Herve Tessier and TPI Asset Management, Inc., resigned and
have been replaced by the Investors Recovery Group, LLC, which was organized by
existing partners in TPI Land Development III Limited Partnership. The members
of the Investors Recovery Group, LLC are Lawrie Porter, Carl Harwood, Robert
Long, Elizabeth Kowoser, Donald Thomas, and Craig Stevenson. On May 10 and 11,
1996 a Notice of Settlement Agreement regarding the Resignation of General
Partners of TPI III; Notice of Hearing on Approval of settlement Agreement
regarding Resignation of General Partners of TPI III; and Notice of Selection of
Successor General Partner of TPI III were mailed to all Limited Partners. The
settlement agreement was approved by a court order in the United States
Bankruptcy Court District of Arizona, Chapter 11, Case No. 95-5828-PHX-CGC on
May 24, 1996.
7
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
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NOTES TO FINANCIAL STATEMENTS
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June 30, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
By: /s/ Lawrie Porter
------------------------------------
Lawrie Porter, Managing Member
Date: May 19, 1998
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8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT JUNE 30, 1996 AND THE STATEMENT OF OPERATIONS FOR THE THREE MONTHS
ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 393
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 393
<PP&E> 9,413,027
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,413,420
<CURRENT-LIABILITIES> 351,766
<BONDS> 0
0
0
<COMMON> 9,061,654
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,413,420
<SALES> 0
<TOTAL-REVENUES> 482
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 25,584
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,598
<INCOME-PRETAX> (71,182)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (71,182)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
