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, 1999, Commission file number: 33-2121
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
ARIZONA 86-0540409
- ------------------------------- -------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2944 N. 44th Street, Suite 200, 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 [X] Yes [ ] 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, 1999
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 1999, the main sources of revenue for the Partnership were transfer of
ownership fees of $3,560, rents received of $10,100, interest of $46,100
earned on money market accounts, and land sales as described in Note 2.
On December 31, 1999, the Partnership had $321,840.19 in cash and money
market accounts. This cash is to be retained as operating reserves and will
be distributed to the partners with the final distribution of the
Partnership. The Partnership has brought all past due operating liabilities
current, including property taxes due.
2. PROPERTIES
No properties were purchased during 1999. The vacant land located south of
Pecos Road and west of Arizona Avenue in Chandler, AZ, (Lot 2, Section 4,
Township 2 South, Range 5 East of the Gila and Salt River Base and Meridan,
Maricpa County, Arizona, approximately 13 acres) was sold on February 3,
1999, for $588,586.50. An easement for slope purposes, (within that part of
the Southwest quarter of Section 36, Township 1 North, Range 3 East,
G&SRB&M, lying within the parcel of land located at the Northeast corner of
Baseline Road and 32nd Street in Phoenix, AZ, approximately 15,260 square
feet) was sold for $35,000 on May 25, 1999. A portion of the vacant land
located in Phoenix, AZ, (Northeast quarter of the Northwest quarter of
Section 26, Township 3 North, Range 1 East of the Gila and Salt River Base
and Meridian, Maricopy County, Arizona, approximately 90,000 square feet)
was sold for $180,000 on August 11, 1999.
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.
The Partnership filed the First Amended Plan of Reorganization under
Chapter 11 of the Bankruptcy Code, dated August 31, 1999 with the United
States Bankruptcy Court in and for the District of Arizona, and received an
Order Confirming Plan on October 21, 1999.
4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
The First Amended Plan of Reorganization was distributed to all partners
for their review and ballot. The plan was accepted by 99% of the partners
that voted.
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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, 1999 the Partnership had $306,143.47 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, 1999
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERES AND MAANAGEMENT
None.
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
14. EXHIBITS, FINANCIAL 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, 1999.
(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:
-------------------------------
Lawrie Porter, Managing Member
Investors Recovery Group, LLC
Date:
-------------------------------
4
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
As of December 31, 1999
Unaudited
ASSETS
Current Assets
Cash $ 321,840.19
Accounts Receivable $ 1,434.76
----------------
Total Current Assets 323,274.95
Land-Baseline & 24th St 2,030,417.39
Land-Peoria & 79th Ave 832,591.98
Land-Baseline & 32nd St 1,139,148.04
Land-Central Ave/Avondale 125,472.02
Land-Van Buren & Central 1,302,319.75
----------------
Total Land 5,429,949.18
Other Assets 837,009.26
----------------
TOTAL ASSETS $ 6,590,233.39
================
LIABILITIES
Accounts Payable $ 67,844.52
----------------
Total Liabilities 62,844.52
CAPITAL
Partners' Capital 6,522,388.87
----------------
TOTAL LIABILITIES & CAPITAL $ 6,590,233.39
================
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<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP Income Statement for the Three
Months Ending December 31, 1999 Unaudited
Three
Months Ended
December 1999 Year to Date
------------- ------------
INCOME
Rental Income $ 9,200.00 $ 10,100.00
Expense Recovery
Sales Proceeds -- 768,586.50
Cost of Sales -- (1,661,705.37)
Interest Income 10,019.36 46,100.53
Transfer Fees 165.00 3,560.00
Misc. Income 1,236.05 36,277.18
------------ ---------------
Total Income $ 20,620.41 $ (797,081.16)
EXPENSE
Insurance Expense -- 56.00
Interest Expense -- --
Accounting 9,171.25 24,688.75
Legal 20,813.58 52,113.01
Management Fees 9,784.59 48,405.33
Office Expense 279.32 304.52
Outside Service 134.50 7,198.54
Printing 291.87 5,436.11
Postage 301.83 3,398.71
Property Tax 10,439.55 42,210.85
Telephone Expense -- 36.56
Trustee Fees 5,000.00 9,500.00
Utilities 440.00 685.00
------------ ---------------
Total Expenses 56,656.49 194,033.38
------------ ---------------
Profit/Loss $ (36,036.08) $ (991,114.54)
============ ===============
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT DECEMBER 31, 1999 AND THE STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
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<CASH> 321,840
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<RECEIVABLES> 1,434
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<CURRENT-ASSETS> 323,275
<PP&E> 6,266,959
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,590,233
<CURRENT-LIABILITIES> 67,845
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0
0
<COMMON> 6,522,388
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