<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PruTech Research and Development Partnership III
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required
/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
1/50 1% x 4,541,608=908.32
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
$4,541,608
------------------------------------------------------------------------
(5) Total fee paid:
$908.32
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
Appendix B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number 0-20081
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 77-0129484
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
440 Mission Court, Suite 250, Fremont, California 94539
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 656-1855
Securities registered pursuant to Section 12(b) of the Act:
None
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units
- --------------------------------------------------------------------------------
(Title of class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Annual Report to Unitholders for the year ended December 31,
1996 is incorporated by reference into Parts I, II and IV of this Annual Report
on Form 10-K.
Agreement of Limited Partnership, included as part of the Registration
Statement on Form S-1 (File No. 33-6091) filed with the Securities and Exchange
Commission on June 3, 1986 pursuant to Rule 424(b) of the Securities Act of 1933
and amended May 31, 1990, is incorporated by reference into Part IV of this
Annual Report on Form 10-K.
Index to exhibits can be found on pages 8 and 9.
<PAGE>
CAUTIONARY STATEMENT FOR PURPOSES OF
THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
When used in this Annual Report on Form 10-K, the words "Believes,"
"Anticipates," "Expects" and similar expressions are intended to identify
forward-looking statements. Statements looking forward in time are included in
this Annual Report on Form 10-K pursuant to the "Safe Harbor" provision of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially, including, but not limited to, those set forth in "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Registrant undertakes no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events.
1
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I PAGE
----
<S> <C> <C>
Item 1 Business......................................................................... 3
Item 2 Properties....................................................................... 4
Item 3 Legal Proceedings................................................................ 4
Item 4 Submission of Matters to a Vote of Unitholders................................... 4
PART II
Item 5 Market for the Registrant's Units and Related Unitholder Matters................. 4
Item 6 Selected Financial Data.......................................................... 5
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................... 5
Item 8 Financial Statements and Supplementary Data...................................... 5
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure..................................................................... 5
PART III
Item 10 Directors and Executive Officers of the Registrant............................... 5
Item 11 Executive Compensation........................................................... 7
Item 12 Security Ownership of Certain Beneficial Owners and Management................... 7
Item 13 Certain Relationships and Related Transactions................................... 7
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
Financial Statements and Financial Statement Schedules........................... 8
Exhibits......................................................................... 8
Reports on Form 8-K.............................................................. 9
SIGNATURES.................................................................................. 10
</TABLE>
2
<PAGE>
PART I
ITEM 1. BUSINESS
PruTech Research and Development Partnership III (the "Registrant"), a
California limited partnership, was formed on June 2, 1986 and will terminate on
December 31, 2006 unless terminated sooner under the provisions of the Agreement
of Limited Partnership (the "Partnership Agreement"). The Registrant was
formed to seek cash flow from the research and development of new technologies
with potential commercial applications with proceeds raised from the initial
sale of 40,934 depositary units ("Units"). The General Partner also
contributed an amount equal to 10% of the gross proceeds raised by the sale of
Units. The Registrant's fiscal year for book and tax purposes ends on December
31.
The Registrant entered into total commitments of $30.1 million for ten
research and development projects in both publicly and privately held companies
all of which have been fully funded. The Registrant also made equity investments
in some of these companies. As of December 31, 1996, the Registrant held equity
investments and/or royalty rights, which had value at December 31, 1996 or were
active during the year then ended, relating to four companies. For more
information regarding the Registrant's operations, see Item 7 Management's
Discussion and Analysis of Financial Condition and Results of Operations.
The Registrant is engaged solely in the business of research and development;
therefore, presentation of industry segment information is not applicable.
For the years ended December 31, 1996, 1995 and 1994, revenue from the
following portfolio company investments exceeded 15% of the Registrant's total
revenue:
1996 1995 1994
---- ---- ----
Forest Laboratories, Inc. 66% 63% 87%
Creative BioMolecules, Inc. 29 -- --
Interleaf, Inc. -- 32 --
GENERAL PARTNER
The general partner of the Registrant is R&D Funding Corp (the "General
Partner"), an affiliate of Prudential Securities Incorporated ("PSI"). Both
the General Partner and PSI are wholly-owned subsidiaries of Prudential
Securities Group Inc. In its capacity as General Partner, R&D Funding Corp was
responsible for locating, evaluating, negotiating and structuring the
Registrant's research and development projects and continues to monitor these
projects. R&D Funding Corp is also responsible for the management of and
provides the administrative services necessary for the operation of the
Registrant. The assignor limited partner is Prudential-Bache Investor Services
Inc., an affiliate of the General Partner, who has assigned substantially all
the rights attributable to its limited partnership interest to investors.
COMPETITION
The companies in which the Registrant holds equity investments and royalty
rights faced substantial competition in the markets for their products and
technologies. There are no assurances that the Registrant's investments will not
decline in value due to the development by others of technologically superior
products.
EMPLOYEES
The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partner and its affiliates pursuant
to the Partnership Agreement. See Notes B and G to the financial statements in
the Registrant's annual report to limited partners for the year ended December
31, 1996 ("Registrant's 1996 Annual Report") which is filed as an exhibit
hereto.
INVESTMENT PORTFOLIO SUMMARY
For a description of the companies in which the Registrant's investments or
royalty rights were active during 1996, see page 2 of the Registrant's 1996
Annual Report which is filed as an exhibit hereto.
3
<PAGE>
ITEM 2. PROPERTIES
The Registrant does not own or lease any property.
ITEM 3. LEGAL PROCEEDINGS
This information is incorporated by reference to Note H to the financial
statements in the Registrant's 1996 Annual Report which is filed as an exhibit
hereto.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF UNITHOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS AND RELATED UNITHOLDER MATTERS
As of March 3, 1997, there were 3,050 holders of record owning 40,934 Units.
A significant secondary market for the Units has not developed and it is not
expected that one will develop in the future. There are also certain
restrictions set forth in Article 8 of the Partnership Agreement limiting the
ability of the Unitholders to transfer Units. Consequently, holders of Units may
not be able to liquidate their investments in the event of an emergency or for
any other reason.
The following per Unit cash distributions were paid to Unitholders during the
following calendar quarters:
QUARTER ENDED 1996 1995
-------------- ------ -----
March 31 $80.00 $26.00
June 30 -- --
September 30 -- 63.00
December 31 -- 85.00
There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement. The Registrant paid a distribution of approximately
$3,639,000 during 1996 of which approximately $3,275,000 ($80 per unit) was paid
to the limited partners and the remainder to the General Partner. The source for
the 1996 distribution was the January 1996 sale of the Registrant's remaining
75,000 shares of Forest Laboratories, Inc. common stock for proceeds of
approximately $3,600,000. The amount to be distributed by the Registrant in
future quarters will be based on the extent to which the market value of its
investments can be realized, and to a lesser extent, from the revenue stream
from royalties and interest income. It is not expected that the Registrant's
eventual total distributions will equal the Unitholder's initial investments.
4
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 3 through 12 of the Registrant's 1996
Annual Report which is filed as an exhibit hereto.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------
1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Royalty income $ 216,665 $ -- $ 50,468 $ 96,798 $ 434,431
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Gain on sale of
investments in equity
securities $ 5,194,202 $ 8,998,197 $ 2,364,352 $ 772,027 $ --
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Termination of royalty
rights $ -- $ 2,241,783 -- -- --
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Total revenues $ 5,448,886 $11,311,651 $ 2,706,567 $ 1,019,176 $ 632,254
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Write-off of investments
in equity securities $ -- $ -- $ 500,000 $ 505,904 $ --
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Net income (loss) $ 4,534,518 $10,308,841 $ 805,584 $ (616,780) $ (379,435)
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Net income (loss) per
Unit $ 99.70 $ 226.66 $ 17.71 $ (13.56) $ (8.34)
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Notes payable $ -- $ -- $ 1,622,223 $ 3,206,223 $ --
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Total assets (1) $15,664,366 $19,879,840 $19,448,580 $35,635,145 $ 6,709,841
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Total limited partner
distributions $ 3,274,720 $ 7,122,516 $ 347,939 $ -- $ 4,093,400
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Limited partner
distributions per Unit $ 80.00 $ 174.00 $ 8.50 $ -- $ 100.00
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
- ---------------
(1) Includes unrealized gains on investments in equity securities of $6,135,742, $11,254,503,
$10,750,699 and $26,110,075 in 1996, 1995, 1994 and 1993, respectively.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This information is incorporated by reference to pages 13 and 14 of the
Registrant's 1996 Annual Report which is filed as an exhibit hereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are incorporated by reference to pages 3 through 12
of the Registrant's 1996 Annual Report which is filed as an exhibit hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Reference is made to the Registrant's Current Report on Form 8-K dated June
25, 1996, as filed with the Securities and Exchange Commission on June 28, 1996
regarding the change in the Registrant's certifying accountant from Deloitte &
Touche LLP to Price Waterhouse LLP.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There are no directors or executive officers of the Registrant. The
Registrant is managed by the General Partner.
5
<PAGE>
The General Partner's directors and executive officers, and any persons
holding more than ten percent of the Registrant's Units ("Ten Percent Owners")
are required to report their initial ownership of such Units and any subsequent
changes in that ownership to the Securities and Exchange Commission on Forms 3,
4 and 5. Such executive officers, directors and Ten Percent Owners are required
by Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 or 5 they file. All of these requirements were
satisfied on a timely basis. In making these disclosures, the Registrant has
relied solely on written representations of the General Partner's directors and
executive officers or copies of the reports they have filed with the Securities
and Exchange Commission during and with respect to its most recent fiscal year.
The directors and executive officers of R&D Funding Corp and their positions
with regard to managing the Registrant are as follows:
NAME POSITION
---- --------
Thomas F. Lynch, III Chief Executive Officer, Chairman of the Board
of Directors and Director
Michael S. Hasley President
Barbara J. Brooks Vice President--Finance and Chief Financial
Officer
Steven Carlino Vice President and Chief Accounting Officer
Frank W. Giordano Director
Nathalie P. Maio Director
THOMAS F. LYNCH, III, age 38, is the Chief Executive Officer, Chairman of the
Board of Directors and a Director of R&D Funding Corp. He is a Senior Vice
President of PSI. Mr. Lynch also serves in various capacities for other
affiliated companies. Mr. Lynch joined PSI in November 1989.
MICHAEL S. HASLEY, age 42, is the President of R&D Funding Corp. He is also a
Senior Vice President of PSI. Mr. Hasley joined R&D Funding Corp and PSI in
October 1986.
BARBARA J. BROOKS, age 48, is the Vice President-Finance and Chief Financial
Officer of R&D Funding Corp. She is a Senior Vice President of PSI. Ms. Brooks
also serves in various capacities for other affiliated companies. She has held
several positions within PSI since 1983. Ms. Brooks is a certified public
accountant.
STEVEN CARLINO, age 33, is a Vice President of R&D Funding Corp. He is a
First Vice President of PSI. Mr. Carlino also serves in various capacities for
other affiliated companies. Prior to joining PSI in October 1992, he was with
Ernst & Young for six years. Mr. Carlino is a certified public accountant.
FRANK W. GIORDANO, age 54, is a Director of R&D Funding Corp. He is a Senior
Vice President of PSI and an Executive Vice President and General Counsel of
Prudential Mutual Fund Management, Inc., an affiliate of PSI. Mr. Giordano also
serves in various capacities for other affiliated companies. He has been with
PSI since July 1967.
NATHALIE P. MAIO, age 46, is a Director of R&D Funding Corp. She is a Senior
Vice President and Deputy General Counsel of PSI and supervises non-litigation
legal work for PSI. She joined PSI's Law Department in 1983; presently, she also
serves in various capacities for other affiliated companies.
During July 1996, Michael S. Hasley replaced Russell L. Allen as President of
R&D Funding Corp and Russell L. Allen and Barbara J. Brooks resigned as
Directors.
There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and executive officers have
indefinite terms.
ITEM 11. EXECUTIVE COMPENSATION
The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partner for their
services. Certain officers and directors of the General Partner
6
<PAGE>
receive compensation from affiliates of the General Partner, not from the
Registrant, for services performed for various affiliated entities, which may
include services performed for the Registrant; however, the General Partner
believes that any compensation attributable to services performed for the
Registrant is immaterial. See Item 13 Certain Relationships and Related
Transactions for information regarding compensation to the General Partner.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 3, 1997, no director or executive officer of the General Partner
owns directly or beneficially any interest in the voting securities of the
General Partner.
As of March 3, 1997, no director or executive officer of the General Partner
owns directly or beneficially any of the Units issued by the Registrant.
As of March 3, 1997, no Unitholder beneficially owns more than five percent
(5%) of the Units issued by the Registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant has and will continue to have certain relationships with the
General Partner and its affiliates. There have been no direct financial
transactions between the Registrant and the directors or officers of the General
Partner.
Reference is made to Notes B and G to the financial statements in the
Registrant's 1996 Annual Report which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties
and the amounts paid or payable for their services.
7
<PAGE>
PART IV
<TABLE>
<CAPTION>
PAGE
NUMBER
IN ANNUAL
REPORT
----------
<S> <C> <C>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements and Reports of Independent Accountants--Incorporated by
reference to the Registrant's 1996 Annual Report included as an exhibit hereto
Reports of Independent Accountants:
Report of Independent Accountants as of December 31, 1996 and for the year then
ended 3
Independent Auditors' Report as of December 31, 1995 and for the two years then
ended 3A
Financial Statements:
Statements of Financial Condition--December 31, 1996 and 1995 4
Statements of Operations--Three years ended December 31, 1996 5
Statements of Changes in Partners' Capital--Three years ended December 31, 1996 5
Statements of Cash Flows--Three years ended December 31, 1996 6
Notes to Financial Statements 8
2. Financial Statement Schedules
All schedules have been omitted because they are not applicable or the required
information is included in the financial statements or the notes thereto.
3. Exhibits
Description:
Form of Agreement for Services (Incorporated by reference to Exhibit 2.1
included with Registrant's Form S-1 Registration Statement (No. 33-6091) filed
on June 3, 1986)
PruTech Research and Development Partnership III Agreement of Limited
Partnership (Incorporated by reference to Exhibit 3.1 included with
Registrant's Form S-1 Registration Statement (No. 33-6091) filed on June 3,
1986)
Escrow Agreement (Incorporated by reference to Exhibit 10.1 included with
Registrant's Form S-1 Registration Statement (No. 33-6091) filed on June 3,
1986)
First Amendment to the Agreement of Limited Partnership of PruTech Research and
Development Partnership III (Incorporated by reference to Exhibit 3 included
with Registrant's Annual Report on Form 10-K for the year ended December 31,
1991)
Registrant's 1996 Annual Report (with the exception of the information and data
incorporated by reference in Items 3, 7 and 8 of this Annual Report on Form
10-K, no other information or data appearing in the Registrant's 1996 Annual
Report is to be deemed filed as part of this report) (filed herewith)
Letter dated June 28, 1996 from Deloitte & Touche LLP to the Securities and
Exchange Commission regarding change in certifying accountant (incorporated by
reference to Exhibit 16.1 to the Registrant's Current Report on Form 8-K dated
June 25, 1996)
Financial Data Schedule (filed herewith)
</TABLE>
8
<PAGE>
(b) Reports on Form 8-K--
No reports on Form 8-K were filed during the last quarter of the period
covered by this report; however, reports on Form 8-K dated January 7, 1997
and February 12, 1997 were filed with the Securities and Exchange
Commission on January 21, 1997 and February 27, 1997, respectively. Both
Reports on Form 8-K relate to Item 2 regarding the sale of 430,298 and
226,500 shares of Creative BioMolecules, Inc. common stock.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 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.
PruTech Research and Development Partnership III
By: R&D Funding Corp
A Delaware corporation, General Partner
By: /s/ Steven Carlino Date: March 27, 1997
----------------------------------------
Steven Carlino
Vice President and Chief Accounting
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partner) and on
the dates indicated.
By: R&D Funding Corp
A Delaware corporation, General Partner
By: /s/ Thomas F. Lynch, III Date: March 27, 1997
----------------------------------------
THOMAS F. LYNCH, III
CHIEF EXECUTIVE OFFICER, CHAIRMAN OF THE
BOARD OF DIRECTORS AND DIRECTOR
By: /s/ Michael S. Hasley Date: March 27, 1997
----------------------------------------
MICHAEL S. HASLEY
PRESIDENT
By: /s/ Barbara J. Brooks Date: March 27, 1997
----------------------------------------
BARBARA J. BROOKS
VICE PRESIDENT--FINANCE AND CHIEF
FINANCIAL OFFICER
By: /s/ Steven Carlino Date: March 27, 1997
----------------------------------------
STEVEN CARLINO
VICE PRESIDENT
By /s/ Frank W. Giordano Date: March 27, 1997
----------------------------------------
FRANK W. GIORDANO
DIRECTOR
By /s/ Nathalie P. Maio Date: March 27, 1997
----------------------------------------
NATHALIE P. MAIO
DIRECTOR
10
<PAGE>
1996
- --------------------------------------------------------------------------------
PRUTECH RESEARCH AND ANNUAL
DEVELOPMENT PARTNERSHIP III REPORT
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
LETTER TO UNITHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1996
1
<PAGE>
PRUTECH III PORTFOLIO
The following investments and/or royalty rights were active during the year, or
had value at the end of the year. The Partnership's position in each investment
is as of December 31, 1996. Certain of the securities held by the Partnership
have restrictions on resale due to Federal Securities laws and regulations, and
as noted below, certain of these securities have been sold subsequent to
December 1996.
CREATIVE BIOMOLECULES, INC. (CBMI)
Position: 509,382 shares of common stock; director's option for 6,900 shares of
common stock exercisable at $8.50 per share; royalty rights on soft
tissue growth factor products which expire December 1999
While work continues on several of the Partnership's projects, given the
time required for regulatory approvals it appears unlikely that these projects
will produce sales royalties for the Partnership as the Partnership's royalty
rights expire in 1999. During December 1996, the Partnership sold 214,900 shares
of Creative BioMolecules, Inc. common stock generating $2,276,000 for the
Partnership.
During January and February 1997, the Partnership sold 441,898 shares of
Creative BioMolecules, Inc. common stock for $5,019,000. Additionally, the
Partnership exercised its director's option during the first quarter of 1997.
The stock price of CBMI was $8.75 per share as of March 20, 1997.
FOREST LABORATORIES, INC. (FRX)
Position: Royalty rights to a treatment for Alzheimer's disease which expire
December 1999
Clinical studies on the treatment for Alzheimer's disease, being developed
by Forest Laboratories, Inc., were completed during 1996. The filing of a New
Drug Application with the FDA is expected in 1997. During the first quarter of
1996, the Partnership sold its remaining 75,000 shares of Forest common stock
generating $3,600,000 for the Partnership.
KOPIN CORPORATION (KOPN)
Position: 537,333 shares of common stock
During the second quarter of 1996, the Partnership received a $433,334
minimum royalty payment from its royalty positions on Gallium Arsenide and LED
products. As a result, the Partnership holds no technology or royalty positions
with Kopin and, therefore, no further royalties will be received by the
Partnership from Kopin. During the first quarter of 1996, the Partnership sold
4,334 sharers of Kopin stock for $60,000.
From January 15, 1997 through March 14, 1997, the Partnership sold 82,189
shares of Kopin Corporation common stock for $1,037,000. The stock price of
Kopin was $14.00 per share as of March 20, 1997.
SOMATIX THERAPY CORPORATION (SOMA)
Position: 500,000 shares of common stock
In January 1997, Somatix announced that it was being acquired by Cell
Genesys (CEGE). Somatix shareholders are to receive .385 shares of Cell
Genesys stock for each share of Somatix stock. This transaction is expected
to close in April 1997. Between January 28, 1997 and February 3, 1997, the
Partnership sold 205,000 shares of Somatix Therapy Corporation common stock
for $517,000. The stock price of Somatix was $2.00 per share as of March 20,
1997.
2
<PAGE>
[LETTERHEAD]
[LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
February 13, 1997
To the Partners of
PruTech Research and Development Partnership III
In our opinion, the accompanying statement of financial condition and the
related statements of operations, of changes in partners' capital and cash flows
present fairly, in all material respects, the financial position of PruTech
Research and Development Partnership III (the "Partnership") at December 31,
1996, and the results of its operations, the changes in its partners' capital
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the general partner, our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and the significant estimates made by the general
partner, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
Price Waterhouse LLP
3
<PAGE>
[LETTERHEAD]
[LOGO]
INDEPENDENT AUDITORS' REPORT
To the Partners of
PruTech Research and Development Partnership III
We have audited the accompanying statement of financial condition of PruTech
Research and Development Partnership III (a California limited partnership) as
of December 31, 1995, and the related statements of operations, changes in
partners' capital and cash flows for the years ended December 31, 1995 and 1994.
These financial statements are the responsibility of the General Partner. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of PruTech Research and Development Partnership
III as of December 31, 1995, and the results of its operations and its cash
flows for the years ended December 31, 1995 and 1994 in conformity with
generally accepted accounting principles.
Deloitte & Touche LLP
February 13, 1996
- ---------------
Deloitte Touche
Tohmatsu
International 3A
- ---------------
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
--------------------------
1996 1995
- --------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 2,342,441 $ 480,692
Investments in equity securities 13,321,925 19,182,479
Other assets -- 216,669
----------- -----------
Total assets $15,664,366 $19,879,840
----------- -----------
----------- -----------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued management fee $ 204,670 $ 204,670
Accrued expenses and other liabilities 80,438 73,091
----------- -----------
Total liabilities 285,108 277,761
----------- -----------
CONTINGENCIES
PARTNERS' CAPITAL
Unitholders (40,934 units issued and outstanding) 8,312,200 7,505,854
General partner 931,316 841,722
Unrealized gain on investments in equity securities 6,135,742 11,254,503
----------- -----------
Total partners' capital 15,379,258 19,602,079
----------- -----------
Total liabilities and partners' capital $15,664,366 $19,879,840
----------- -----------
----------- -----------
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
4
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------------
1996 1995 1994
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Gain on sale of investments in equity securities $ 5,194,202 $ 8,998,197 $ 2,364,352
Termination of royalty rights -- 2,241,783 --
Interest and other income 38,019 71,671 72,703
Royalty income 216,665 -- 50,468
Exclusive license fees -- -- 138,667
Monitoring fee income -- -- 80,377
----------- ----------- -----------
5,448,886 11,311,651 2,706,567
----------- ----------- -----------
EXPENSES
Management fee 818,680 818,680 818,680
General and administrative 92,116 111,655 227,772
Evaluation and monitoring 3,572 54,405 39,732
Interest -- 18,070 134,799
Write-down of investments in equity securities -- -- 500,000
Write-off of stock warrants -- -- 180,000
----------- ----------- -----------
914,368 1,002,810 1,900,983
----------- ----------- -----------
Net income $ 4,534,518 $10,308,841 $ 805,584
----------- ----------- -----------
----------- ----------- -----------
ALLOCATION OF NET INCOME
Unitholders $ 4,081,066 $ 9,277,957 $ 725,026
----------- ----------- -----------
----------- ----------- -----------
General partner $ 453,452 $ 1,030,884 $ 80,558
----------- ----------- -----------
----------- ----------- -----------
Net income per unit $ 99.70 $ 226.66 $ 17.71
----------- ----------- -----------
----------- ----------- -----------
- ----------------------------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<CAPTION>
UNREALIZED
GENERAL GAIN ON
UNITHOLDERS PARTNER INVESTMENTS TOTAL
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Partners' capital--December 31, 1993 $ 4,973,326 $ 560,331 $26,110,075 $31,643,732
Net income 725,026 80,558 -- 805,584
Distribution (347,939) (38,660) -- (386,599)
Change in unrealized gain on
investments in equity securities -- -- (15,359,376) (15,359,376)
----------- ----------- ----------- -----------
Partners' capital--December 31,1994 5,350,413 602,229 10,750,699 16,703,341
Net income 9,277,957 1,030,884 -- 10,308,841
Distributions (7,122,516) (791,391) -- (7,913,907)
Change in unrealized gain on
investments in equity securities -- -- 503,804 503,804
----------- ----------- ----------- -----------
Partners' capital--December 31, 1995 7,505,854 841,722 11,254,503 19,602,079
Net income 4,081,066 453,452 -- 4,534,518
Distributions (3,274,720) (363,858) -- (3,638,578)
Change in unrealized gain on
investments in equity securities -- -- (5,118,761) (5,118,761)
----------- ----------- ----------- -----------
Partners' capital--December 31, 1996 $ 8,312,200 $ 931,316 $ 6,135,742 $15,379,258
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
- ---------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1996 1995 1994
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Royalty income received $ 216,665 $ 389,023 $ 101,996
Interest and other income received 38,019 71,671 72,703
Management fee paid (818,680) (1,637,360) (204,670)
General and administrative expenses paid (84,769) (100,558) (293,131)
Evaluation and monitoring expenses paid (3,572) (54,405) (66,046)
Interest paid -- (55,742) (100,266)
Cash received for other assets 216,669 -- --
Exclusive license fees received -- -- 138,667
---------- ---------- ----------
Net cash used in operating activities (435,668) (1,387,371) (350,747)
---------- ---------- ----------
CASH FLOWS FORM INVESTING ACTIVITIES
Proceeds from the sale of investments in equity
securities 5,935,995 9,010,326 2,368,472
Proceeds from the termination of royalty rights -- 2,241,783 --
---------- ---------- ----------
Net cash provided by investing activities 5,935,995 11,252,109 2,368,472
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions (3,638,578) (7,913,907) (386,599)
Repayment of note payable -- (1,622,223) (1,584,000)
---------- ---------- ----------
Net cash used in financing activities (3,638,578) (9,536,130) (1,970,599)
---------- ---------- ----------
Net increase in cash and cash equivalents 1,861,749 328,608 47,126
Cash and cash equivalents at beginning of year 480,692 152,084 104,958
---------- ---------- ----------
Cash and cash equivalents at end of year $2,342,441 $ 480,692 $ 152,084
---------- ---------- ----------
---------- ---------- ----------
- -----------------------------------------------------------------------------------------------
</TABLE>
(continued on next page)
6
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
STATEMENTS OF CASH FLOWS (Cont'd)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------------------
1996 1995 1994
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH USED IN
OPERATING ACTIVITIES
Net income $ 4,534,518 $ 10,308,841 $ 805,584
------------ ------------ -----------
Adjustments to reconcile net income to net cash used in
operating activities:
Gain on sale of investments in equity securities (5,194,202) (8,998,197) (2,364,352)
Termination of royalty rights -- (2,241,783) --
Monitoring fee income -- -- (80,377)
Write-down of investments in equity securities -- -- 500,000
Write-off of stock warrants' -- -- 180,000
Changes in:
Royalties receivable -- 389,023 51,528
Accrued management fee -- (818,680) 614,010
Accrued expenses and other liabilities 7,347 (26,575) (57,140)
Deferred income -- -- (138,667)
Note receivable -- -- 138,667
Other assets 216,669 -- --
------------ ------------ -----------
Total adjustments (4,970,186) (11,696,212) (1,156,331)
------------ ------------ -----------
Net cash used in operating activities $ (435,668) $ (1,387,371) $ (350,747)
------------ ------------ -----------
------------ ------------ -----------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
1995
Exercised a warrant to acquire, on a net issuance basis, 171,635 shares of
Interleaf, Inc. common stock.
1994
The General Partner concluded that an impairment in value that was not temporary
had occurred for the Partnership's equity investment in Somatix Therapy
Corporation. As a result, the value of the Partnership's 500,000 shares of
common stock was written down by $500,000.
The market value per share of Interleaf Inc.'s common stock fell below the
exercise price of the stock warrants held by the Partnership. Accordingly,
these warrants (cost basis of $180,000) were written off.
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
7
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
A. GENERAL
PruTech Research and Development Partnership III (the "Partnership"), a
California limited partnership, was formed on June 2, 1986 and will terminate on
December 31, 2006 unless terminated sooner under the provisions of the Agreement
of Limited Partnership (the "Partnership Agreement"). Capital resources were
originally provided by the sale of depositary units and by contributions of the
General Partner equal to 10% of depositary contributions. The Partnership was
formed to seek cash flow from the research and development of new technologies
with potential commercial applications. The general partner of the Partnership
is R&D Funding Corp (the "General Partner"), an affiliate of Prudential
Securities Incorporated ("PSI"). Both the General Partner and PSI are
wholly-owned subsidiaries of Prudential Securities Group, Inc. ("PSGI"). The
assignor limited partner is Prudential-Bache Investor Services Inc., an
affiliate of the General Partner, who has assigned substantially all the rights
attributable to its limited partnership interest to investors. At December 31,
1996, the Partnership held equity investments or active royalty rights relating
to four portfolio companies.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The books and records of the Partnership are maintained on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include money market funds.
INVESTMENTS
The Partnership's equity securities that have readily determinable fair
values are classified as available-for-sale securities. These securities are
measured at fair value in the statements of financial condition and unrealized
gains and losses are reported as a separate component of partners' capital.
Equity securities traded on a national securities exchange or the NASDAQ
national market are valued at the last reported sales price on the primary
exchange on which they are traded. Equity securities traded in the
over-the-counter market and thinly-traded securities are valued at the mean
between the last reported bid and asked prices. Equity securities which are not
readily marketable are accounted for under the cost method.
The carrying value of an investment is written down to its fair value when
a decline in value is considered to be other than temporary. The Partnership
uses the average cost method to determine gains or losses on the sale of
securities.
ROYALTY INCOME
Royalty income represents revenue generated from licenses granted by the
Partnership.
MONITORING FEE INCOME
Payments received from research and development companies to reimburse the
Partnership for its cost of monitoring during the development and marketing
periods of a product were deferred and fully amortized over an eight year-period
which ended December 31, 1994.
8
<PAGE>
MANAGEMENT FEE
The General Partner is paid a management fee equal to two percent of the
unitholders' original capital contributions per annum. This fee provides for
the cost of overseeing, supervising and monitoring the conduct of the
development projects and for overseeing and monitoring product exploitation
resulting from the development projects.
INCOME TAXES
The Partnership is not required to provide for, or pay, any Federal or
state income taxes. Income tax attributes that arise from its operations are
passed directly to the individual partners. The Partnership may be subject to
other state and local taxes in jurisdictions in which it operates.
PROFIT AND LOSS ALLOCATIONS AND DISTRIBUTIONS
Profit and losses are allocated 90% to the unitholders and 10% to the
General Partner in proportion to their capital accounts until such time as the
total net profits allocated to each unitholder equal all losses previously
allocated whereupon the General Partner will be allocated net profits in an
additional amount of 25% with a corresponding reduction to the unitholders to be
shared in proportion to their capital contributions.
Distributions of cash are made in accordance with the Partnership Agreement
and are allocated 90% to the unitholders and 10% to the General Partner.
C. ROYALTIES
On April 1, 1990 the Partnership entered into a Technology Development
Investment Agreement with Kopin Corporation ("Kopin") for the development of LED
technology. Pursuant to the Agreement, Kopin was obligated to pay to the
Partnership royalties on the sale of products containing the technology through
April 1, 1996, with a minimum royalty payment of $433,334 due April 1, 1996
(payable in cash or by the delivery of a promissory note). Kopin agreed to pay
cash for the minimum royalty because the Partnership also agreed to transfer to
Kopin its Gas technology developed under an earlier contract. During the second
quarter of 1996, the Partnership received the $433,334 minimum royalty payment
of which $216,669 represented a reduction of its receivable from Kopin and
$216,665 was recorded as royalty income. As a result, the Partnership holds no
technology or royalty positions with Kopin and, therefore, no further royalties
will be received by the Partnership from Kopin.
In November 1995, the Partnership and Interleaf, Inc. ("Interleaf") agreed
to settle all royalty and other disputes between them and the Partnership sold
to Interleaf the Partnerships' right, title and interest in technology licensed
to Interleaf for $2,100,000. In connection with this transaction, the
Partnership applied $375,081 of the proceeds to its outstanding royalty
receivable balance and the remaining $1,724,919 was recognized as income.
During 1995, revenues from Interleaf inclusive of the gain on common stock sold
(see Note D) represented approximately 32% of the Partnership's total 1995
revenues.
In March 1995, the Partnership and the MacNeal-Schwendler Corporation
("MNS") agreed to terminate the Partnership's contractual rights with respect to
MNS software and to transfer the technology relating to the software to MNS in
exchange for $516,870. No further royalty payments will be received by the
Partnership from MNS as a result of this agreement.
The Partnership retains certain royalty rights with Forest Laboratories,
Inc. anc Creative Biomolecules, Inc. whose carrying values at December 31, 1996
are zero.
D. INVESTMENTS
In connection with certain of its research and development contracts, the
Partnership has exercised its warrants or has converted its technology, royalty
rights, warrants or notes receivable into an equity position in the companies
performing the research and development.
9
<PAGE>
Investments in equity securities available-for-sale at December 31, 1996
and 1995 include the following:
<TABLE>
<CAPTION>
1996 1995
------------------------------------------------- -------------------------------------------------
GROSS GROSS
UNREALIZED CARRYING UNREALIZED CARRYING
SHARES COST BASIS GAINS VALUE SHARES COST BASIS GAINS VALUE
- ---------------------------------------------------------------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Creative BioMolecules,
Inc.-Common Stock 509,382 $1,666,928 $3,617,910 $5,284,838 724,282 $2,370,177 $2,699,797 $5,069,974
Forest Laboratories, Inc.-
Common Stock -- -- -- -- 75,000 6,130 3,387,620 3,393,750
Kopin Corporation-
Common Stock 537,333 4,019,255 2,361,582 6,380,837 541,667 4,051,669 3,667,086 7,718,755
Somatix Therapy
Corporation-
Common Stock 500,000 1,500,000 156,250 1,656,250 500,000 1,500,000 1,500,000 3,000,000
---------- ---------- ----------- ---------- ----------- -----------
$7,186,183 $6,135,742 $13,321,925 $7,927,976 $11,254,503 $19,182,479
---------- ---------- ----------- ---------- ----------- -----------
---------- ---------- ----------- ---------- ----------- -----------
</TABLE>
The gross unrealized gains would be allocated 90% to the unitholders and
10% to the General Partner if realized at December 31, 1996; however, there
is no assurance that the Partnership would receive these amounts in the event
of the sale of its position in these securities.
CREATIVE BIOMOLECULES, INC.
During December 1996, the Partnership sold 214,900 shares of Creative
BioMolecules, Inc. common stock with a cost basis of approximately $703,000
resulting in a gain of approximately $1,573,000. During 1996, revenues from
the Partnership's investment in Creative BioMolecules, Inc. represented
approximately 29% of the Partnership's total 1996 revenues.
Subsequent to December 31, 1996, the Partnership sold 441,898 shares of
Creative BioMolecules, Inc. common stock as more fully discussed in Note I.
FOREST LABORATORIES, INC.
During the first quarter of 1996, the Partnership sold its remaining
75,000 shares of Forest Laboratories, Inc. common stock with a cost basis of
approximately $6,000 resulting in a gain of approximately $3,594,000. During
1996, revenues relating to the Partnership's investment in Forest
Laboratories, Inc. represented approximately 66% of the Partnership's total
1996 revenues.
During the first quarter of 1995, the Partnership sold 88,000 shares of
Forest Laboratories, Inc. common stock with a cost basis of approximately
$7,000 resulting in a gain of approximately $4,256,000. During the third
quarter of 1995, the Partnership sold 60,410 shares of Forest Laboratories,
Inc. common stock with a cost basis of approximately $5,000 resulting in a
gain of approximately $2,864,000. During 1995, revenues relating to the
Partnership's investment in Forest Laboratories, Inc. represented
approximately 63% of the Partnership's total revenues.
In January 1994, the Partnership sold 50,393 shares of Forest
Laboratories, Inc. common stock with a cost basis of approximately $4,000
resulting in a gain of approximately $2,364,000.
KOPIN CORPORATION
During the first quarter of 1996, the Partnership sold 4,334 shares of
Kopin Corporation common stock with a cost basis of approximately $32,000
resulting in a gain of approximately $27,000.
Subsequent to December 31, 1996, the Partnership sold 82,189 shares of
Kopin Corporation common stock as more fully discussed in Note I.
SOMATIX THERAPY CORPORATION
In 1994, the General Partner concluded that an impairment in value that
was not temporary had occurred for the Partnership's equity investment in
Somatix Therapy Corporation. As a result, the value of the Partnership's
common stock was written down by $500,000.
Subsequent to December 31, 1996, the Partnership sold 205,000 shares of
Somatix Therapy Corporation common stock as more fully discussed in Note I.
10
<PAGE>
INTERLEAF, INC.
In July 1995, the Partnership exercised a warrant to acquire, on a net
issuance basis, 171,635 shares of Interleaf, Inc. common stock. In August
1995, the Partnership sold 25,000 of the company's shares resulting in a gain
of approximately $250,000. In November 1995, the Partnership sold the
remaining 146,635 of the company's shares which resulted in a gain of
approximately $1,628,000.
In 1994, the market value per share of Interleaf, Inc.'s common stock
fell below the exercise price of the stock warrants held by the Partnership.
Accordingly, these warrants (cost basis of $180,000) were written off in 1994
and subsequently expired in 1995.
E. NOTE PAYABLE
In December 1993, the Partnership issued a note to Creative BioMolecules,
Inc. with a principal value of $1,622,223 to exercise an expiring warrant to
purchase common stock. The note accrued interest at 7.0%. Principal and
interest ($55,741) were repaid in February 1995.
F. INCOME TAXES
The following is a reconciliation of net income for financial reporting
purposes to net income for tax reporting purposes:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1996 1995 1994
---------------------------------------
<S> <C> <C> <C>
Net income per financial statements $4,534,518 $10,308,841 $805,584
Write-off of investment in equity securities (511,194) (66,668) 500,000
Royalty income (76,698) -- --
Expiration of stock warrants -- (180,000) --
Write-off of stock warrants -- -- 180,000
Monitoring fee income -- -- (80,377)
Amortization of evaluation fees -- -- (3,346)
---------- ----------- ----------
Tax basis net income $3,946,626 $10,062,173 $1,401,861
---------- ----------- ----------
---------- ----------- ----------
</TABLE>
The differences between the tax basis and book basis of partners' capital
are primarily attributable to the cumulative effect of the book to tax income
adjustments.
G. RELATED PARTIES
The General Partner and its affiliates perform certain services for the
Partnership for which they are reimbursed through the management fee which
include, but are not limited to: accounting and financial management;
registrar, transfer and assignment functions; asset management; investor
communications and other administrative services. The Partnership also
reimburses an affiliate of the General Partner for printing services. The
costs and expenses were:
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
----------------------------------
Management fee $818,680 $818,680 $818,680
Printing 11,849 18,691 7,277
-------- --------- --------
$830,529 $837,371 $825,957
-------- --------- --------
-------- --------- --------
Printing costs payable to an affiliate of the General Partner (which are
included in accrued expenses) as of December 31, 1996 and 1995 were $4,943
and $16,464, respectively.
Prudential Securities Incorporated, an affiliate of R&D Funding Corp,
owned 724 units in the Partnership at December 31, 1996.
The Partnership maintains an account with the Prudential Institutional
Liquidity Portfolio Fund, an affiliate of R&D Funding Corp, for investment of
its available cash in short-term instruments pursuant to the guidelines
established by the Partnership Agreement.
11
<PAGE>
The Partnership has engaged in research and development co-investment
projects with PruTech Research and Development Partnership, PruTech Research and
Development Partnership II and PruTech Project Development Partnership
(collectively, the "PruTech R&D Partnerships"), for which R&D Funding Corp
serves as the general partner. The allocation of the co-investment projects'
profits or losses among the PruTech R&D Partnerships is consistent with the
costs incurred to fund the research and development projects.
H. CONTINGENCIES
On April 15, 1994, a multiparty petition captioned MACK ET AL. V.
PRUDENTIAL SECURITIES INCORPORATED ET AL. (Cause No. 94-17695) was filed in
the 80th Judicial District Court of Harris County, Texas, purportedly on
behalf of investors in the Partnership against the Partnership, the General
Partner, Prudential Securities Incorporated, The Prudential Insurance Company
of America and a number of other defendants. The petition alleges common law
fraud and fraud in the inducement and negligent misrepresentation in
connection with the offering of the Partnership units; negligence and breach
of fiduciary duty in connection with the operation of the Partnership;
civil conspiracy; and violations of the federal Securities Act of 1933
(sections 11 and 12), and of the Texas Securities and Deceptive Trade
Practices statutes. The suit seeks, among other things, compensatory and
punitive damages, costs and attorneys' fees. The ultimate outcome of this
litigation as well as the impact on the Partnership cannot presently be
determined.
The General Partner, Prudential Securities Incorporated and the Partnership
believe they have meritorious defenses to the complaint and intend to vigorously
defend themselves in this action.
I. SUBSEQUENT EVENTS
During January and February 1997, the Partnership sold 441,898 shares of
Creative BioMolecules, Inc. common stock for approximately $5,019,000 which
resulted in a gain of approximately $3,572,000.
From January 15, 1997 through March 14, 1997, the Partnership sold 82,189
shares of Kopin Corporation common stock for approximately $1,037,000 which
resulted in a gain of approximately $423,000.
Between January 28, 1997 and February 3, 1997, the Partnership sold 205,000
shares of Somatix Therapy Corporation common stock for approximately $517,000
which resulted in a loss of approximately $98,000.
In February and in March of 1997, the Partnership made distributions of
$4,548,222 and $3,411,167, respectively, of which $4,093,400 ($100 per unit) and
$3,070,050 ($75 per unit), respectively, were paid to the limited partners, and
the remainder to the General Partner.
12
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1996, the Partnership had approximately $2,342,000 of
cash and cash equivalents which is an increase of approximately $1,862,000 as
compared to December 31, 1995. This increase is primarily due to proceeds from
the sales of the Partnership's common stock offset, in part, by the January 1996
distribution as discussed below.
As of December 31, 1996, the Partnership had approximately $7.2 million
invested in equity securities with an aggregate market value which exceeded its
cost. Certain of these investments are in development stage companies which are
more speculative and higher in risk than other equity investments.
Additionally, the realization of this market value is further impacted by
certain sale restrictions and market volume capacity. The amount to be
distributed by the Partnership in future quarters will be based on the extent to
which the market value of its investments can be realized and, to a lesser
extent, from the revenue stream from royalties and interest income. It is not
expected that the Partnership's eventual total distributions will equal the
Unitholders' initial investments. Except for royalty income from Kopin
Corporation ("Kopin") in 1996 as further discussed below, the Partnership's
royalty positions did not generate royalty income for the Partnership during
1996 and 1995.
In January 1996, the Partnership sold its remaining 75,000 shares of Forest
Laboratories, Inc. ("Forest") common stock for approximately $3,600,000. The
proceeds from the sale were used to pay a distribution of approximately
$3,639,000 in January 1996. Unitholders received a total of approximately
$3,275,000 ($80 per unit) and the General Partner received the remainder. The
Partnership has retained its royalty position with Forest.
Also, during the first quarter of 1996, the Partnership sold 4,334 shares
of Kopin common stock for approximately $60,000.
On April 1, 1990 the Partnership entered into a Technology Development
Investment Agreement with Kopin for the development of LED technology. Pursuant
to the Agreement, Kopin was obligated to pay to the Partnership royalties on the
sale of products containing the technology through April 1, 1996, with a minimum
royalty payment of $433,334 due April 1, 1996 (payable in cash or by the
delivery of a promissory note). Kopin agreed to pay cash for the minimum
royalty because the Partnership also agreed to transfer to Kopin its GaAs
technology developed under an earlier contract. During the second quarter of
1996, the Partnership received the $433,334 minimum royalty payment of which
$216,669 represented a reduction of its receivable from Kopin and $216,665 was
recorded as royalty income. As a result of the above, the Partnership holds no
technology or royalty positions with Kopin and, therefore, no further royalties
will be received by the Partnership from Kopin.
During December 1996, the Partnership sold 214,900 shares of Creative
BioMolecules, Inc. common stock for proceeds of approximately $2,276,000.
Subsequent to 1996, the Partnership sold 441,898 shares of Creative
BioMolecules, Inc. common stock for approximately $5,019,000, 82,189 shares of
Kopin Corporation common stock for approximately $1,037,000 and 205,000 shares
of Somatix Therapy Corporation common stock for approximately $517,000.
Additionally, in February and in March of 1997, the Partnership made
distributions of $4,548,222 and $3,411,167, respectively, of which $4,093,400
($100 per unit) and $3,070,050 ($75 per unit), respectively, were paid to the
limited partners, and the remainder to the General Partner.
RESULTS OF OPERATIONS
Net income for the years ended December 31, 1996, 1995 and 1994 was
approximately $4,535,000, $10,309,000 and $806,000, respectively. The primary
reasons for the fluctuations in operating results are discussed below.
During 1996, the Partnership recorded gains of approximately $3,594,000 and
$1,573,000 on the sale of 75,000 shares of Forest Laboratories, Inc. common
stock and 214,900 shares of Creative BioMolecules, Inc.
13
<PAGE>
common stock, respectively. During 1995, the Partnership recorded gains of
approximately $7,121,000 and $1,878,000, respectively, on the sale of 148,410
shares of Forest common stock and 171,635 shares of Interleaf, Inc.
("Interleaf") common stock. In January 1994, the Partnership sold 50,393 shares
of Forest Laboratories, Inc. common stock resulting in a gain of approximately
$2,364,000.
In November 1995, the Partnership and Interleaf agreed to settle all
royalty and other disputes between them and to sell to Interleaf its right,
title and interest in technology licensed to Interleaf for $2,100,000. In
connection with this transaction, the Partnership applied $375,000 of the
proceeds to its outstanding royalty receivable balance and the remaining
$1,725,000 was recognized as income. In March 1995, the Partnership and the
MacNeal-Schwendler Corporation ("MNS") agreed to terminate the Partnership's
contractual rights with respect to MNS software and to transfer the
technology relating to the software to MNS in exchange for approximately
$517,000. No further royalty payments will be received by the Partnership
from Interleaf or MNS as a result of these agreements.
No royalties were earned by the Partnership in 1995. Royalty income for
the year ended December 31, 1996 was approximately $217,000 and relates to the
Kopin transaction as discussed above. Royalty income of approximately $50,000
was generated during the year ended December 31, 1994 from the Partnership's
royalty positions, including the MacNeal-Schwendler Corporation royalty position
which was terminated in March 1995.
During the fourth quarter of 1989, the Partnership accepted a $138,667 note
receivable from Kopin Corporation in lieu of payment of exclusive license fees.
This note plus accrued interest (which was previously deferred) was collected
during the fourth quarter of 1994 and recognized as income.
In 1994, the General Partner concluded that an impairment in value that was
not temporary had occurred for the Partnership's equity investment in Somatix
Therapy Corporation. As a result, the value of the Partnership's common stock
was written down by $500,000. Also in 1994, the market value per share of
Interleaf common stock fell below the exercise price of the stock warrants held
by the Partnership. Accordingly, these warrants (cost basis of $180,000) were
written off in 1994 and subsequently expired in 1995.
General and administrative expenses for the year ended December 31, 1996
decreased by approximately $20,000 as compared to 1995 and decreased by
approximately $116,000 for the year ended December 31, 1995 as compared to
1994 primarily due to legal costs incurred in 1994, and, to a lesser extent,
in 1995 in connection with the Interleaf royalty contract dispute.
Evaluation and monitoring expenses decreased by approximately $51,000 for
the year ended December 31, 1996 as compared to 1995 but increased by
approximately $15,000 for the year ended December 31, 1995 as compared to 1994.
The 1996 decrease was due to lower levels of overall activity in the
Partnership's R&D projects and license agreements during 1996. The 1995
increase was primarily due to the use of consultants in 1995 related to the
royalty dispute with Interleaf.
Interest expense on the Creative BioMolecules, Inc. note, which was repaid
in February 1995, was approximately $18,000 and $135,000 for the years ended
December 31, 1995 and 1994, respectively, as more fully discussed in Note E to
the financial statements.
INFLATION
Inflation has had no direct material impact on operations or on the
financial condition of the Partnership from inception through December 31, 1996.
14
<PAGE>
OTHER INFORMATION
The Partnership's Annual Report on Form 10-K as filed with the Securities
and Exchange Commission is available to limited partners without charge upon
written request to:
PruTech Research and Development Partnership III
P.O. Box 2016
Peck Slip Station
New York, New York 10272-2016
15
<PAGE>
Peck Slip Station [STAMP]
P.O. Box 2016
New York, NY 10272
<PAGE>
Appendix C
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
----------------------- ----------------------
Commission file number 0-20081
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 77-0129484
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
440 Mission Court, Suite 250, Fremont, California 94539
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 656-1855
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
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
--- ---
<PAGE>
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(unaudited)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 4,577,473 $ 2,342,441
Investments in equity securities 3,338,296 13,321,925
------------- ------------
Total assets $ 7,915,769 $15,664,366
------------- ------------
------------- ------------
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued management fee $ 204,670 $ 204,670
Accrued expenses and other liabilities 44,729 80,438
------------- ------------
Total liabilities 249,399 285,108
------------- ------------
CONTINGENCIES
PARTNERS' CAPITAL
Unitholders (40,934 units issued and outstanding) 5,635,304 8,312,200
General partner 633,883 931,316
Unrealized gain on investments in equity securities 1,397,183 6,135,742
------------- ------------
Total partners' capital 7,666,370 15,379,258
------------- ------------
Total liabilities and partners' capital $ 7,915,769 $15,664,366
------------- ------------
------------- ------------
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
2
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
1997 1996 1997 1996
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Gain on sale of investments in equity
securities $5,686,251 $3,621,513 $1,207,983 $ --
Interest and other income 55,799 26,981 39,942 10,728
Royalty income -- 216,665 -- 216,665
---------- ---------- ---------- ----------
5,742,050 3,865,159 1,247,925 227,393
---------- ---------- ---------- ----------
EXPENSES
Management fee 409,340 409,340 204,670 204,670
Write-down of investments in equity
securities 295,000 -- -- --
General and administrative 52,650 50,951 25,499 20,820
---------- ---------- ---------- ----------
756,990 460,291 230,169 225,490
---------- ---------- ---------- ----------
Net income $4,985,060 $3,404,868 $1,017,756 $ 1,903
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
ALLOCATION OF NET INCOME
Unitholders $4,486,554 $3,064,381 $ 915,980 $ 1,713
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
General partner $ 498,506 $ 340,487 $ 101,776 $ 190
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income per unit $ 109.60 $ 74.86 $ 22.38 $ .04
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
- -----------------------------------------------------------------------------------------------------
</TABLE>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(unaudited)
<TABLE>
<CAPTION>
UNREALIZED
GENERAL GAIN ON
UNITHOLDERS PARTNER INVESTMENTS TOTAL
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Partners' capital--December 31, 1996 $8,312,200 $ 931,316 $6,135,742 $15,379,258
Net income 4,486,554 498,506 -- 4,985,060
Distribution (7,163,450) (795,939) -- (7,959,389)
Change in unrealized gain on investments
in equity securities -- -- (4,738,559) (4,738,559)
----------- --------- ----------- -----------
Partners' capital--June 30, 1997 $5,635,304 $ 633,883 $1,397,183 $ 7,666,370
----------- --------- ----------- -----------
----------- --------- ----------- -----------
- -----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
3
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------
1997 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest and other income received $ 55,799 $ 26,981
Management fee paid (409,340) (409,340)
General and administrative expenses paid (88,359) (55,951)
Royalty income received -- 216,665
Cash received for other asset -- 216,669
----------- -----------
Net cash used in operating activities (441,900) (4,976)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of investments in equity securities 10,694,971 3,660,056
Purchase of investments in equity securities (58,650) --
----------- -----------
Net cash provided by investing activities 10,636,321 3,660,056
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions (7,959,389) (3,638,578)
----------- -----------
Net increase in cash and cash equivalents 2,235,032 16,502
Cash and cash equivalents at beginning of period 2,342,441 480,692
----------- -----------
Cash and cash equivalents at end of period $ 4,577,473 $ 497,194
----------- -----------
----------- -----------
RECONCILIATION OF NET INCOME TO NET CASH
USED IN OPERATING ACTIVITIES
Net income $ 4,985,060 $ 3,404,868
----------- -----------
Adjustments to reconcile net income to net cash used in operating
activities:
Gain on sale of investments in equity securities (5,686,251) (3,621,513)
Write-down of investments in equity securities 295,000 --
Changes in:
Accrued expenses and other liabilities (35,709) (5,000)
Other asset -- 216,669
----------- -----------
Total adjustments (5,426,960) (3,409,844)
----------- -----------
Net cash used in operating activities $ (441,900) $ (4,976)
----------- -----------
----------- -----------
- ----------------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
1997
On June 2, 1997, Cell Genesys Corporation acquired Somatix Therapy Corporation. As a result, the
Partnership received 111,265 shares of Cell Genesys Corporation common stock or 0.385 shares for
each of its 289,000 shares of Somatix Therapy Corporation common stock.
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
4
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(unaudited)
A. GENERAL
These financial statements have been prepared without audit. In the
opinion of management, the financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly
the financial position of PruTech Research and Development Partnership III
(the "Partnership") as of June 30, 1997, the results of its operations for
the six and three months ended June 30, 1997 and 1996 and its cash flows for
the six months ended June 30, 1997 and 1996. However, the operating results
for the interim periods may not be indicative of the results expected for the
full year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1996.
Certain balances for prior periods have been reclassified to conform with
current financial statement presentation.
B. INVESTMENTS
Investments in marketable equity securities available-for-sale include the
following:
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------------------------------------------------- ------------------------------------------------------
GROSS UNREALIZED CARRYING GROSS UNREALIZED CARRYING
SHARES COST BASIS GAINS/(LOSS) VALUE SHARES COST BASIS GAINS VALUE
- ----------------------------------------------------------------------- ------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Creative
BioMolecules,
Inc.-Common
Stock 74,384 $ 279,488 $ 245,849 $ 525,337 509,382 $1,666,928 $ 3,617,910 $ 5,284,838
Kopin
Corporation-
Common Stock 144,870 1,083,625 1,179,963 2,263,588 537,333 4,019,255 2,361,582 6,380,837
Cell Genesys
Corporation-
Common Stock 111,265 578,000 (28,629) 549,371 -- -- -- --
Somatix
Therapy
Corporation-
Common Stock -- -- -- -- 500,000 1,500,000 156,250 1,656,250
---------- ---------------- ------------- ---------- ---------------- ------------
$1,941,113 $1,397,183 $ 3,338,296 $7,186,183 $ 6,135,742 $ 13,321,925
---------- ---------------- ------------- ---------- ---------------- ------------
---------- ---------------- ------------- ---------- ---------------- ------------
</TABLE>
The gross unrealized gains would be allocated 90% to the Unitholders and
10% to R&D Funding Corp (the "General Partner") if realized at June 30, 1997;
however, there is no assurance that the Partnership would receive these
amounts in the event of the sale of its position in these securities.
During the first quarter of 1997, the Partnership sold 441,898 shares of
Creative BioMolecules, Inc. common stock with a cost basis of $1,446,000
resulting in a gain of $3,573,000, and the Partnership exercised its option to
purchase 6,900 shares of Creative BioMolecules, Inc. common stock at an exercise
price of $8.50 per share for a total cost of $59,000. Also, during the first
quarter of 1997, the Partnership sold 173,189 shares of Kopin Corporation common
stock with a cost basis of $1,295,000 resulting in a gain of $1,002,000, and
205,000 shares of Somatix Therapy Corporation common stock with a cost basis of
$615,000 resulting in a loss of $98,000.
At March 31, 1997, the General Partner concluded that an impairment in value
that was not temporary had occurred for the Partnership's equity investment in
Somatix Therapy Corporation. As a result, the value of the Partnership's common
stock was written down by $295,000.
During the second quarter of 1997, the Partnership sold 219,274 shares of
Kopin Corporation common stock with a cost basis of $1,640,000 resulting in a
gain of $1,208,000, and 6,000 shares of Somatix Therapy Corporation common stock
with a cost basis of $12,000 resulting in no gain or loss to the Partnership.
5
<PAGE>
On June 2, 1997, Cell Genesys Corporation acquired Somatix Therapy
Corporation. As a result, the Partnership received 111,265 shares of Cell
Genesys Corporation common stock or 0.385 shares for each of its 289,000 shares
of Somatix Therapy Corporation common stock.
Subsequent to June 30, 1997, the Partnership sold 43,855 and 23,400 shares
of Kopin Corporation common stock and Cell Genesis Corporation common stock,
respectively, as more fully discussed in Note E.
C. RELATED PARTIES
The General Partner and its affiliates perform certain services for the
Partnership (for which they are reimbursed through the management fee) which
include, but are not limited to: accounting and financial management; registrar,
transfer and assignment functions; asset management; investor communications and
other administrative services. The Partnership also reimburses an affiliate of
the General Partner for printing services. The management fee and printing costs
were:
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ---------------------
1997 1996 1997 1996
- --------------------------------------------------------------------------
Management fee $409,340 $409,340 $204,670 $204,670
Printing 6,585 5,925 3,752 --
-------- -------- -------- --------
$415,925 $415,265 $208,422 $204,670
-------- -------- -------- --------
-------- -------- -------- --------
Printing costs payable to an affiliate of the General Partner (which are
included in accrued expenses and other liabilities) as of June 30, 1997 and
December 31, 1996 were $5,585 and $4,943, respectively.
Prudential Securities Incorporated, an affiliate of the General Partner,
owned 724 units in the Partnership at June 30, 1997.
The Partnership maintains an account with the Prudential Institutional
Liquidity Portfolio Fund, an affiliate of the General Partner, for investment of
its available cash in short-term instruments pursuant to the guidelines
established by the Partnership Agreement.
The Partnership has engaged in research and development co-investment
projects with PruTech Research and Development Partnership, PruTech Research and
Development Partnership II and PruTech Project Development Partnership
(collectively, the "PruTech R&D Partnerships"), for which R&D Funding Corp
serves as the general partner. The allocation of the co-investment projects'
profits or losses among the PruTech R&D Partnerships is consistent with the
costs incurred to fund the research and development projects.
D. CONTINGENCIES
On April 15, 1994, a multiparty petition captioned MACK ET AL. V. PRUDENTIAL
SECURITIES INCORPORATED ET AL. (Cause No. 94-17695) was filed in the 80th
Judicial District Court of Harris County, Texas, purportedly on behalf of
investors in the Partnership against the Partnership, the General Partner,
Prudential Securities Incorporated, The Prudential Insurance Company of America
and a number of other defendants. The petition alleges common law fraud and
fraud in the inducement and negligent misrepresentation in connection with the
offering of the Partnership units; negligence and breach of fiduciary duty in
connection with the operation of the Partnership; civil conspiracy; and
violations of the federal Securities Act of 1933 (sections 11 and 12), and of
the Texas Securities and Deceptive Trade Practices statutes. The suit seeks,
among other things, compensatory and punitive damages, costs and attorneys'
fees. The ultimate outcome of this litigation as well as the impact on the
Partnership cannot presently be determined.
The General Partner, Prudential Securities Incorporated and the Partnership
believe they have meritorious defenses to the complaint and intend to vigorously
defend themselves in this action.
E. SUBSEQUENT EVENTS
Between July 10, 1997 and August 8, 1997, the Partnership sold 43,855 and
23,400 shares of Kopin Corporation common stock and Cell Genesys Corporation
common stock for approximately $720,000 and $142,000, respectively. These sales
resulted in gains of approximately $392,000 and $20,000, respectively.
During August 1997, the Partnership made a $4,548,222 distribution, of which
$4,093,400 ($100 per unit) was paid to the limited partners, and the remainder
to the General Partner.
6
<PAGE>
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
(a limited partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Partnership had approximately $4,577,000 of cash and
cash equivalents which is an increase of approximately $2,235,000 as compared to
December 31, 1996. The increase in cash and cash equivalents was primarily due
to proceeds from the sales of certain investments in equity securities as
further discussed below reduced by the payment of distributions and the fourth
quarter 1996 and first quarter 1997 management fee.
As of June 30, 1997, the Partnership had approximately $1.9 million invested
in equity securities with an aggregate market value which exceeded its cost.
Certain of these investments are in development stage companies which are more
speculative and higher in risk than other equity investments. Additionally, the
realization of this market value is further impacted by market volume capacity.
The amount to be distributed by the Partnership in future quarters will be based
on the extent to which the market value of its investments can be realized and,
to a lesser extent, from the revenue stream from royalties and interest income.
It is not expected that the Partnership's eventual total distributions will
equal the Unitholders initial investments. The Partnership's royalty positions
with Forest Laboratories, Inc. and Creative BioMolecules, Inc. did not generate
royalty income for the Partnership during the six months ended June 30, 1997 and
1996.
During the first quarter of 1997, the Partnership sold 441,898 shares of
Creative BioMolecules, Inc. common stock for $5,019,000, and the Partnership
exercised its option to purchase 6,900 shares of Creative BioMolecules, Inc.
common stock at an exercise price of $8.50 per share for a total cost of
$59,000. Also, during the first quarter of 1997, the Partnership sold 173,189
shares of Kopin Corporation common stock for $2,297,000, and 205,000 shares of
Somatix Therapy Corporation common stock for $517,000.
In February and March of 1997, the Partnership made distributions of
$4,548,222 and $3,411,167, respectively. Unitholders received a total of
$4,093,400 ($100 per unit) and $3,070,050 ($75 per unit) on these distributions,
respectively, and the General Partner received the remainder.
During the second quarter of 1997, the Partnership sold 219,274 shares of
Kopin Corporation common stock for $2,848,000, and 6,000 shares of Somatix
Therapy Corporation common stock for $12,000.
On June 2, 1997, Cell Genesys Corporation acquired Somatix Therapy
Corporation. As a result, the Partnership received 111,265 shares of Cell
Genesys Corporation common stock or 0.385 shares for each of its 289,000 shares
of Somatix Therapy Corporation common stock.
Between July 10, 1997 and August 8, 1997, the Partnership sold 43,855 and
23,400 shares of Kopin Corporation common stock and Cell Genesys Corporation
common stock for approximately $720,000 and $142,000, respectively.
During August 1997, the Partnership made a $4,548,222 distribution, of which
$4,093,400 ($100 per unit) was paid to the limited partners, and the remainder
to the General Partner.
RESULTS OF OPERATIONS
The Partnership's net income increased by approximately $1,580,000 and
$1,016,000 for the six and three months ended June 30, 1997 as compared to the
same periods in 1996. These increases were primarily due to larger gains on the
sale of investments in equity securities recorded in 1997 versus 1996, offset,
in part, by a 1997 write-down of the Partnership's equity investment in Somatix
Therapy Corporation and 1996 royalty income from Kopin Corporation as discussed
below.
During the six months ended June 30, 1997, gains totalling approximately
$5,686,000 were recorded on the sale of common stock of Creative BioMolecules,
Inc., Kopin Corporation and Somatix Therapy Corporation as discussed in
Liquidity and Capital Resources above as compared to a gain of approximately
$3,622,000 on the sale of 75,000 shares of Forest Laboratories, Inc. common
stock and 4,334 shares of Kopin Corporation common stock during the first
quarter of 1996.
7
<PAGE>
Interest and other income increased by $29,000 for both the six and three
month periods ended June 30, 1997 as compared to the same periods in 1996 due to
higher amounts invested in short-term instruments funded from 1997 sales of
securities.
During the second quarter of 1996, the Partnership recorded $216,665 of
royalty income as part of an agreement in which the Partnership agreed to
transfer to Kopin Corporation its rights to certain technologies and royalties.
As a result of the above, the Partnership holds no technology or royalty
positions with Kopin Corporation and therefore, no further royalties will be
received by the Partnership from Kopin Corporation.
At March 31, 1997, the General Partner concluded that an impairment in value
that was not temporary had occurred for the Partnership's equity investment in
Somatix Therapy Corporation. As a result, the value of the Partnership's common
stock was written down by $295,000.
8
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings--This information is incorporated by reference to Note
D to the financial statements filed herewith in Item 1 of Part I of the
Registrant's Quarterly Report.
ITEM 2. Changes in Securities--None
ITEM 3. Defaults Upon Senior Securities--None
ITEM 4. Submission of Matters to a Vote of Security Holders--None
ITEM 5. Other Information--None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits--
PruTech Research and Development Partnership III Agreement of
Limited Partnership (incorporated by reference to Exhibit 3.1
included with Registrant's Form S-1 Registration Statement, File No.
33-6091, filed on June 3, 1986)
First Amendment to the Agreement of Limited Partnership of PruTech
Research and Development Partnership III (incorporated by reference
to Exhibit 3 included with Registrant's Annual Report on Form 10-K
filed March 28, 1992)
Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K--None
9
<PAGE>
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.
PruTech Research and Development Partnership III
By: R&D Funding Corp
A Delaware corporation, General Partner
By: /s/ Michael S. Hasley Date: August 14, 1997
----------------------------------------
MICHAEL S. HASLEY
PRESIDENT FOR THE REGISTRANT
By: R&D Funding Corp
A Delaware corporation, General Partner
By: /s/ Steven Carlino Date: August 14, 1997
----------------------------------------
STEVEN CARLINO
VICE PRESIDENT AND CHIEF ACCOUNTING
OFFICER FOR THE REGISTRANT
10
<PAGE>
CONSENT
PRUTECH RESEARCH AND DEVELOPMENT PARTNERSHIP III
CONSENT CARD
The undersigned, a Unit Holder of PruTech Research and Development
Partnership III (the "Partnership"), hereby directs the Depositary,
Prudential-Bache Investor Services Inc., to vote as follows:
Approval of the Plan of Dissolution and Liquidation of PruTech
Research and Development Partnership III
/ / FOR / / AGAINST / / ABSTAIN
THIS CONSENT IS SOLICITED BY R&D FUNDING CORP, THE GENERAL PARTNER OF THE
PARTNERSHIP, WHICH RECOMMENDS APPROVAL OF THE PLAN OF DISSOLUTION AND
LIQUIDATION.
(Continued, and to be signed on the other side)
<PAGE>
IN WITNESS WHEREOF, the undersigned, a Unit Holder of PruTech Research and
Development Partnership III, hereby executes this Consent as of the date set
forth below.
________________________________
________________________________
Dated:_______________, 199__
Please sign exactly as name appears on the certificate of Interest.
Executors, administrators, trustees, guardians, attorneys-in-fact, etc., should
give their full titles. If a signer is a corporation, please give full
corporate name and have a duly authorized officer sign, stating title. If a
partnership, please sign in partnership name by authorized person. If
partnership interest is registered in two names, both should sign.
Please vote, sign, date and return this Consent promptly.
