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, 1997, 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
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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, 1997
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 1997, the main sources of revenue for the Partnership were transfer of
ownership fees of $5,155, rents received of $1,170, interest of $3,244.16
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.
On December 31, 1997, the Partnership had $52,373.25 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 1997. 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.
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<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, 1997 the Partnership had $52,373.25 in cash and money
market instruments. The sources of revenue during the operating period were
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.
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<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, 1997.
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
December 31, 1997
(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: /s/ Lawrie Porter
--------------------------------
Lawrie Porter, Managing Member
Investors Recovery Group, LLC
Date: April 15, 1999
------------------------------
3
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
As of December 31, 1997
Unaudited
ASSETS
Current Assets
Cash $ 52,373.25
--------------
Total Current Assets 52,373.25
Land-Casa Grande 1,086,784.10
Land-Baseline & 24th St 1,009,594.35
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
--------------
Total Land 7,927,543.68
Other Assets 1,219,268.55
--------------
TOTAL ASSETS $ 9,199,185.48
==============
LIABILITIES
Accounts Payable $ 153,667.04
Notes Payable 201,604.70
--------------
Total Liabilities 355,271.74
CAPITAL
Partners' Capital 8,843,913.74
--------------
TOTAL LIABILITIES & CAPITAL $ 9,199,185.48
==============
4
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Income Statement
For the Three Months October 1, 1997 through December 31, 1997
Unaudited
Three
Months Ended
December-97 Year to Date
----------- ------------
INCOME
Rental Income $ 780.00 $ 1,170.00
Interest Income 396.11 3,244.16
Transfer Fees 1,275.00 5,155.00
Misc. Income -- --
------------ -------------
Total Income 2,451.11 9,569.16
EXPENSE
Bank Charges -- --
Insurance Expense -- 480.00
Interest Expense 7,509.78 30,488.81
Legal & Accounting 20,736.56 69,782.96
License & Fees -- 10.00
Management Fees 13,311.69 46,754.22
Marketing Expense -- 1,102.50
Office Expense -- 497.17
Outside Service 1,500.00 9,882.10
Printing 235.40 1,208.48
Postage 7.71 1,537.45
Rent -- --
Property Tax 9,582.78 39,370.44
Telephone Expense 15.59 15.59
Trustee Fees -- 3,000.00
Utilities 237.50 550.00
------------ -------------
Total Expenses 53,137.01 204,679.72
Profit/Loss (50,685.90) (195,110.56)
------------ -------------
Other Expense -- 144.00
Amortization -- --
------------ -------------
Total Other Expense -- 144.00
------------ -------------
Net Profit/Loss $ (50,685.90) $ (195,254.56)
============ =============
5
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT DECEMBER 31, 1997 AND THE STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
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<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
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<CASH> 52,373
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<PP&E> 9,146,812
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0
0
<COMMON> 8,843,914
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