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, 1998, 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 (IRS Employer Identification No.)
incorporation or organization)
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. ( X )yes ( )no
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
DECEMBER 31, 1998
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 1998, the main sources of revenue for the Partnership were
transfer of ownership fees of $1,300, rents received of
$1,470, interest of $1,424.83 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%. The United States
Bankruptcy Court in the District of Arizona, Chapter 11 issued
an "Order Approving Stipulation Regarding Secured Claim of
Bolco Ltd. Partnership" extending the maturity date on the
Promissory Note to February 2, 1998. An amount of $9,895.28
was erroneously impounded by the title company from the
December 16, 1996 sale of a corner pad of the 24th Street and
Baseline, Phoenix, AZ, parcel. Both parties agreed to apply
$8,395.28 to principal of the note, and to apply $1,500
towards attorney's fees per the Stipulation.
On December 31, 1998, the Partnership had $679,505.11 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 purchased during 1998. A portion of the
vacant land located in Casa Grande, AZ, SE, Section 22, T6S,
R6E, 4 acres were sold on November 11, 1998, for $348,480. The
balance of the parcel, 8.775 acres, was sold on December 24,
1998, for $764,042.
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.
2
<PAGE>
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.
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 December 31, 1998 the Partnership had $679,505.11 in
cash and money market instruments. The sources of revenue
during the operating period were revenue proceeds from
property sales, 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, and Amendment
No. 1 To Certificate Of TPI Land Development III Limited
Partnership as filed with the Arizona Secretary of State on
June 18, 1997 is incorporated herein by reference.
11. EXECUTIVE COMPENSATION
None.
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<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
DECEMBER 31, 1998
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERES AND MAANAGEMENT
None.
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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, 1998.
(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 Development III
Limited Partnership, including amendments.
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:
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Lawrie Porter, Managing Member
Investors Recovery Group, LLC
Date:
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4
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
As of December 31, 1998
Unaudited
ASSETS
Current Assets
Cash $ 679,505.11
Accounts Receivable 2,528.23
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Total Current Assets 682,033.34
Land-Baseline & 24th St 2,030,417.39
Land-Peoria & 79th Ave 984,383.98
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
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Total Land 6,840,759.58
Other Assets 1,046,006.91
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TOTAL ASSETS $ 8,568,799.83
=======================
LIABILITIES
Accounts Payable $ 68,365.15
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Total Liabilities 68,365.15
CAPITAL
Partners' Capital 8,500,434.68
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TOTAL LIABILITIES & CAPITAL $ 8,568,799.83
=======================
5
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Income Statement
for the Three Months Ending December 31, 1998
Unaudited
Three
Months Ended
December 1998 Year to Date
INCOME
Rental Income $ 690.00 $ 1,470.00
Expense Recovery 15,333.72 15,333.72
Sales Proceeds 1,112,522.00 1,112,522.00
Cost of Sales (1,320,915.34) (1,320,915.34)
Interest Income 1,113.07 1,424.83
Transfer Fees 265.00 1,300.00
Misc. Income - 29.25
------------------- -------------------
Total Income $ (190,991.55) $ (188,835.54)
EXPENSE
Insurance Expense $ - $ 81.00
Interest Expense (22,529.34) -
Legal & Accounting 6,670.50 29,292.58
Management Fees 22,780.88 62,715.95
Office Expense - 459.55
Outside Service 124.00 11,701.78
Printing 480.01 1,642.15
Postage 12.05 1,364.91
Property Tax 20,736.02 44,124.12
Telephone Expense 5.09 36.48
Trustee Fees 750.00 2,750.00
Utilities 237.50 475.00
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Total Expenses 29,266.71 154,643.52
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Profit/Loss $ (220,258.26) $ (343,479.06)
=================== ===================
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AT DECEMBER 31, 1998 AND THE STATEMENT OF OPERATIONS FOR THE
YEAR ENDED DECEMBER 31,1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
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<CASH> 679,505
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<CURRENT-ASSETS> 682,033
<PP&E> 7,886,767
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<TOTAL-ASSETS> 8,568,800
<CURRENT-LIABILITIES> 68,365
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0
0
<COMMON> 8,500,435
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