UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1996 Commission file number: 33-2121
----------------- --------
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
ARIZONA 86-0540409
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2999 N. 44th Street, Suite 450, Phoenix, Arizona 85018
- ------------------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
(602) 955-4000
----------------------------------------------------
(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. [X] yes [ ] no
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
DECEMBER 31, 1996
PART I
1. BUSINESS
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. The offering period for
TPI Land Development III Limited Partnership ended December 31, 1987,
after receiving and accepting $9,939,500 or 19,879 units from limited
partners.
In 1996, the main sources of revenue for the Partnership were transfer
of ownership fees of $1,875, rents received of $1,170, interest of
$580.85 earned on a money market account.
In order to continue operating the Partnership, a short-term loan was
secured for $285,000 for three years, with interest at 14%. Interest
payments were due and payable in monthly installments of $3,538.75.
The remaining interest and principal was all due and payable on July
1, 1996. The terms of the note were revised in an agreement dated
February 12, 1996, for the balance due of $210,000, extending the all
due and payable date of the Promissory Note to June 1, 1997, and
increasing the interest rate to 14.9%. On December 31, 1996, the
Partnership had $298,162 in cash and money market accounts. This cash
is to be used to bring past due operating liabilities current,
including property taxes due and a portion retained as operating
reserves.
2. PROPERTIES
No properties were bought during 1996. A corner pad of the vacant land
located at 24th Street and Baseline was sold on December 17, 1996 for
$400,000.
3. LEGAL PROCEEDINGS
The Partnership filed for Chapter 11 Bankruptcy protection on July 14,
1995. Herve J.R. Tessier and TPI Asset Management, Inc. resigned as
General Partners of TPI Land Development III Limited Partnership on
May 24, 1996, with the selection of the Investors Recovery Goup LLC to
serve as the replacement.
4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
None.
PART II
5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
a. Market Information - There is no established public trading
market for the limited partnership units.
2
<PAGE>
b. Holders - Upon close of the offering on December 31, 1987, the
Partnership had received and accepted 19,879 limited partner
units.
6. SELECTED FINANCIAL DATA
See the Registrant's unaudited, accrual basis, financial statements
contained at the end of this Form 10-K.
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
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 September 30, 1996 the Partnership had $298,162 in cash and
money market instruments. The sources of revenue during the operating
period were gain on the sale of land, rental income, transfer fees,
and interest on the money market account.
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Registrant's financial statements contained at the end of this
Form 10-K.
9. CHANGES IN OR DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information included under the heading "Management" contained on
pages 20 - 21 of the Prospectus is incorporated herein by reference.
11. EXECUTIVE COMPENSATION
None.
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERES AND MAANAGEMENT
None.
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
3
<PAGE>
PART IV
14. EXHIBITS, FINANCAIL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1 and 2 Index of Financial Statements
Balance Sheet and Income Statement for the year ending
December 31, 1996.
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
December 31, 1996
(A)(3) and (c) Index to Exhibits and Exhibits Filed as
Part of This Report
The following documents are incorporated by reference from the
registration statement filed on Form S-11.
1. Underwriting agreement.
2. Selected dealer agreement.
3. Certificate and agreement of limited partnership of TPI Land
Investors III Limited Partnership.
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
By: /s/ Lawrie Porter
------------------------------------
Lawrie Porter, Managing Member
Investors Recovery Group, LLC
Date: November 12, 1998
----------------------------------
4
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
As of December 31, 1996
Unaudited
ASSETS
Current Assets
Cash $ 298,162.46
Accounts Receivable --
Other --
Mortgage Impounds 10,172.07
-------------
Total Current Assets 308,334.53
Land-Casa Grande 1,086,784.10
Land-Baseline & 24th St 1,009,594.35
Land-Peoria & 79th Ave 984,383.98
Land-Basleine 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
-------------
Total Land 7,927,543.68
Other Assets 1,216,668.55
-------------
TOTAL ASSETS $9,452,546.76
=============
LIABILITIES
Accounts Payable $ 195,678.48
Notes Payable 217,699.98
-------------
Total Liabilities 413,378.46
CAPITAL
Partners Capital 9,039,168.30
-------------
TOTAL LIABILITIES & CAPITAL $9,452,546.76
=============
5
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Income Statement
through December 31, 1996
Unaudited
December-96 Year to Date
----------- ------------
INCOME
Retnal Income $ 780.00 $ 1,170.00
Interest Income 97,370.55 97,386.16
Transfer Fees 469.26 469.26
Misc. Income 1,755.00 2,046.89
----------- -----------
Total Income $100,374.81 $101,072.31
EXPENSE
Bank Charges $ 6.90 $ 175.72
Interest Expense 18,791.74 75,386.87
Legal & Accounting 12,403.09 56,115.05
License & Fees -- 250.00
Management Fees 12,103.86 12,103.86
Office Expense 123.11 7,524.65
Outside Service 2,368.76 2,368.76
Rent (14.18) 5,616.71
Property Tax 14,888.95 30,237.56
Trustee Fees 250.00 1,500.00
Utilities 232.15 232.15
Total Expenses 61,154.38 191,511.33
----------- -----------
Profit/Loss $ 39,220.43 $(90,439.02)
----------- -----------
Other Expense 807.01 3,229.50
Amoritization --
Total Other Expense 807.01 3,229.50
----------- -----------
Net Profit/Loss $ 38,413.42 $(93,668.52)
=========== ===========
6
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT DECEMBER 31, 1996 AND THE STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 298,162
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 308,334
<PP&E> 9,144,212
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,452,547
<CURRENT-LIABILITIES> 413,378
<BONDS> 0
0
0
<COMMON> 9,039,168
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,452,547
<SALES> 0
<TOTAL-REVENUES> 101,072
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 116,124
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 75,387
<INCOME-PRETAX> (93,669)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (93,669)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
