SUMMIT TAX EXEMPT L P III
10-Q/A, 1996-08-14
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A-1

(Mark One)

 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - --- ACT OF 1934

For the quarterly period ended March 31, 1996

                                       OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
- - --- EXCHANGE ACT OF 1934

                         Commission File Number 0-16816

                           SUMMIT TAX EXEMPT L.P. III
             -------------------------------------------------------
             (Exact names of registrant as specified in its charter)
<TABLE>
<S>                                                                           <C>        
                    Delaware                                                                13-3442249 
- - --------------------------------------------------------------                -----------------------------------
(State or other jurisdiction of incorporation or organization)                (I.R.S. Employer Identification No.)

     625 Madison Avenue, New York, New York                                                    10022 
- - --------------------------------------------------------------                -----------------------------------
      (Address of principal executive offices)                                               (Zip Code)
</TABLE>

Registrant's telephone number, including area code (212) 421-5333

       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

                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
                        STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               March 31,       December 31,
                                                                                 1996               1995
                                                                              -----------      -------------
<S>                                                                           <C>               <C>        
                                ASSETS
Participating first mortgage bonds-at fair value                              $46,686,585       $46,686,585
Temporary investments                                                             225,000           250,000
Cash and cash equivalents                                                         408,602           347,908
Interest receivable, net                                                          132,128           132,128
Deferred bond selection fees, net                                                 714,279           729,686
Other assets                                                                            0             4,209
                                                                              -----------       -----------

Total assets                                                                  $48,166,594       $48,150,516
                                                                              ===========       ===========

                     LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
   Accounts payable and accrued expenses                                      $    93,841       $    77,880
   Due to affiliates                                                              192,778            43,427
                                                                              -----------       -----------

Total liabilities                                                                 286,619           121,307
                                                                              -----------       -----------

Contingencies

Partners' capital (deficit):
   BUC$holders (3,081,625 BUC$
     issued and outstanding)                                                   49,310,678        49,456,927
   General partners                                                              (167,288)         (164,303)
   Net unrealized loss on participating
     first mortgage bonds                                                      (1,263,415)       (1,263,415)
                                                                              -----------       -----------

Total partners' capital                                                        47,879,975        48,029,209
                                                                              -----------       -----------

Total liabilities and partners' capital                                       $48,166,594       $48,150,516
                                                                              ===========       ===========

</TABLE>

See accompanying notes to financial statements

                                      -2-
<PAGE>
                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
                              STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                       March 31,
                                                                              -------------------------
                                                                                 1996             1995
                                                                              ---------        ---------
<S>                                                                           <C>               <C>        
Revenues:

   Interest income:
     Participating first mortgage bonds                                       $699,417          $875,937
     Temporary investments                                                       3,314             6,036
                                                                              --------          --------

     Total revenues                                                            702,731           881,973
                                                                              --------          --------

Expenses:

   General and administrative                                                   46,690            47,442
   Loan servicing fees                                                          32,691            32,332
   Amortization of deferred bond selection fees                                 15,407            15,408
                                                                              --------          --------

     Total expenses                                                             94,788            95,182
                                                                              --------          --------

     Net income                                                               $607,943          $786,791
                                                                              ========          ========

Allocation of Net Income:

   BUC$holders                                                                $531,709          $707,683
                                                                              ========          ========
   General Partners:
     Special distribution                                                     $ 65,383          $ 64,665
     Other                                                                      10,851            14,443
                                                                              --------          --------

                                                                              $ 76,234          $ 79,108
                                                                              ========          ========

Net income per BUC                                                            $    .17          $    .23
                                                                              ========          ========
</TABLE>

See accompanying notes to financial statements

                                      -3-

<PAGE>
                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                   Net Unrealized
                                                                                                Loss on Participating
                                              Total          BUC$holders     General Partners     First Mortgage Bonds
                                           -----------       -----------     ----------------   ----------------------
<S>                                        <C>               <C>              <C>                 <C>         
Partners' capital (deficit) -
   January 1, 1996                         $48,029,209       $49,456,927      $  (164,303)        $(1,263,415)

Net income                                     607,943           531,709           76,234                   0
Distributions                                 (757,177)         (677,958)         (79,219)                  0
                                           -----------       -----------      -----------         -----------

Partners' capital (deficit) -
   March 31, 1996                          $47,879,975       $49,310,678      $  (167,288)        $(1,263,415)
                                           ===========       ===========      ===========         ===========
</TABLE>

See accompanying notes to financial statements

                                      -4-
<PAGE>
                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                                     March 31,        
                                                                             ------------------------------
                                                                                1996               1995   
                                                                             -----------        -----------
<S>                                                                          <C>                <C>      
Cash flows from operating activities:
Interest received                                                            $ 702,731          $ 865,472
Amount received which is due to affiliate                                       39,517                  0
Fees and expenses paid                                                         (14,760)           (47,989)
                                                                             ---------          ---------

Net cash provided by operating activities                                      727,488            817,483
                                                                             ---------          ---------

Cash flows from investing activities:
Net sale (purchase) of temporary investments                                    25,000           (159,104)

Cash flows from financing activities:
Distributions paid                                                            (691,794)          (691,793)
                                                                            ----------          ---------

Net increase (decrease) in cash and cash equivalents                            60,694            (33,414)

Cash and cash equivalents at beginning of period                               347,908             75,950
                                                                            ----------          ---------

Cash and cash equivalents at end of period                                  $  408,602          $  42,536
                                                                            ==========          =========
Schedule reconciling net income to net cash flow
   provided by operating activities:
Net income                                                                  $  607,943          $ 786,791
                                                                            ----------          ---------
Adjustments to reconcile net income to net cash 
   provided by operating activities:

Amortization of deferred bond selection fees                                    15,407             15,408
Changes in:
   Interest receivable                                                               0            (16,501)
   Other assets                                                                  4,209              5,323
   Accounts payable and accrued expenses                                        15,961            (16,599)
   Due to affiliates                                                            83,968             43,061
                                                                            ----------          ---------

Total adjustments                                                              119,545             30,692
                                                                            ----------          ---------

Net cash provided by operating activities                                   $  727,488          $ 817,483
                                                                            ==========          =========
Supplemental schedule of financing activities

Distributions to partners                                                   $  757,177          $ 756,458
Increase in distributions payable                                              (65,383)           (64,665)
                                                                            ----------          ---------

Distributions paid to partners                                              $  691,794          $ 691,793
                                                                            ==========          =========
</TABLE>

See accompanying notes to financial statements

                                      -5-
<PAGE>
                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE 1  -     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 Summit Tax Exempt L.P. III (the "Partnership") as of
March 31, 1996 and the results of its operations and its cash flows for the
three months ended March 31, 1996 and 1995. 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
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/A-1 filed with the Securities and
Exchange Commission for the year ended December 31, 1995.


NOTE 2  -     Participating First Mortgage Bonds ("FMBs")

              Pursuant to a review of the Partnership's financial statements by
the SEC staff in 1996 and in accordance with others in the industry, the
Partnership agreed that it will account for its investments in the FMBs as debt
securities under the provisions of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
("SFAS 115") effective January 1, 1994, and has restated its financial
statements for the quarter ended March 31, 1996 and the year ended December 31,
1995 to reflect this change in accounting treatment.

              The change in accounting treatment does not affect cash flow or
payments received by the Partnership from the properties, level of distribution
to BUC$Holders, the tax-exempt nature of the Partnership's net income or the
obligation under the FMBs.

              The Partnership has a right to require redemption of the FMBs
approximately twelve years after their issuance. The Partnership anticipates
holding the FMBs for approximately 12 to 15 years from the date of issuance;
however, it can elect to hold until maturity. As such, SFAS 115 requires the
Partnership to classify these investments as "available for sale." Accordingly,
investments in FMBs are carried at their estimated fair values, with unrealized
gains and losses reported in a separate component of partners' capital. This
accounting resulted in cumulative net unrealized losses of approximately
$1,263,000 at March 31, 1996 and December 31, 1995. Again, unrealized holding
gains or losses do not affect the cash flow generated from property operations,
distributions to BUC$holders, the characterization of the tax-exempt income
stream or the financial obligations under the FMBs.

              The Partnership periodically evaluates each FMB to determine
whether a decline in fair value below the FMB's cost basis is other than
temporary. Such a decline is considered to be other than temporary if, based on
current information and events, it is probable that the Partnership will be
unable to collect all amounts due according to the existing contractual terms of
the bonds. If the decline is judged to be other than temporary, the cost basis
of the bond is written down to its then estimated fair value, with the amount of
the write-down accounted for as realized loss.

              Because the FMBs are not readily marketable, the Partnership
estimates fair value for each bond as the present value of its expected cash
flows using an interest rate for comparable tax-exempt investments. This process
is based upon projections of future economic events affecting the real estate
collateralizing the bonds, such as

                                      -6-
<PAGE>
                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE 2  -     Participating First Mortgage Bonds (continued)

property occupancy rates, rental rates, operating cost inflation and market
capitalization rates, and upon determination of an appropriate market rate of
interest, all of which are based on good faith estimates and assumptions
developed by the Partnership's management. Changes in market conditions and
circumstances may occur which would cause these estimates and assumptions to
change, therefore, actual results may vary from the estimates and the variance
may be material.

              With respect to all FMBs, the difference between the stated
interest rates and the actual rates paid (whether deferred and payable out of
future cash flow or, ultimately, from sale or refinancing proceeds) on FMBs is
not accrued for financial statement purposes. Unrecorded contractual interest
income was approximately $195,000 and $243,000 for the three months ended March
31, 1996 and 1995, respectively.

              The cost basis of the FMBs was $47,950,000 at March 31, 1996 and
December 31, 1995. The net unrealized loss on FMBs consists of gross unrealized
gains and losses of $488,045 and $1,751,460, respectively, at March 31, 1996 and
December 31, 1995.

                                      -7-

<PAGE>
                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)


NOTE 2  -     Participating First Mortgage Bonds (continued)

              Descriptions of the FMBs owned by the Partnership at March 31,
1996 are as follows:

<TABLE>
<CAPTION>
                                      Annualized
                                      Interest Rate
                                      Paid for the   Minimum
                                      three months    Annual                                                      Carrying
                                         ended       Pay Rate   Stated                                            Amount
                                       March 31,     at March   Interest              Maturity                    at March
Property           Location               1996*      31, 1996*  Rate*    Call Date       Date    Face Amount    31, 1996 (C)
- - --------           --------           -----------    ---------  ------   ---------    ---------  -----------    ------------
<S>                <C>                    <C>        <C>         <C>     <C>          <C>        <C>            <C>
Players's Club (A) Fort Myers, FL         7.00%      7.00%       8.00%   Aug. 1999    Aug. 2007  $ 7,200,000    $ 7,383,769
Lakepointe         Stone Mountain, GA     6.00       6.00        8.50    Jan. 2000    Oct. 2007   15,100,000     14,886,559
Sunset Village     Lancaster, CA          4.28            (B)    8.50    Mar. 2000    Mar. 2008   11,375,000      9,178,214
Sunset Creek       Lancaster, CA          3.35            (B)    8.50    Mar. 2000    Mar. 2008    8,275,000      5,933,767
Orchard Mill       Atlanta, GA            6.29            (B)    9.00    Apr. 2001    May  2009   10,500,000      9,304,276
                                                                                                 -----------    -----------

                                                                                                 $52,450,000    $46,686,585
                                                                                                 ===========    ===========
</TABLE>
*The rate paid represents the interest recorded by the Partnership while the
stated rate represents the coupon rate of the FMB and the minimum pay rate
represents the minimum rate required to be paid under the respective forbearance
agreements.

(A) Summit Tax Exempt L.P. II, of which the general partners are either the
    same or affiliates of the General Partners of the Partnership, acquired the
    other $2,500,000 of the Player's Club FMB.

(B) Pay rate is based on net cash flow generated by operations of the underlying
    property.

(C) The FMBs are carried at their estimated fair market values at March 31,
    1996.

                                      -8-
<PAGE>
                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE 3  -     Related Parties

              Prudential-Bache Properties, Inc. ("PBP") and the Related General
Partner (collectively, the "General Partners") and their affiliates perform
services for the Partnership which include, but are not limited to: accounting
and financial management; registrar, transfer and assignment functions; asset
management; investor communications; printing and other administrative services.
The General Partners and their affiliates receive reimbursements for costs
incurred in connection with these services, the amount of which is limited by
the provisions of the Agreement of Limited Partnership (the "Partnership
Agreement"). The costs and expenses were:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                 ---------------------------
                                                                                    1996             1995
                                                                                 ---------         ---------
<S>                                                                              <C>                <C>    
              PBP and affiliates:
                General and administrative                                       $15,112            $15,493
                                                                                 -------            -------

              Related General Partner and affiliates:
                Loan servicing fees                                               32,691             32,332
                General and administrative                                        15,000              2,993
                                                                                 -------            -------

                                                                                  47,691             35,325
                                                                                 -------            -------

                                                                                 $62,803            $50,818
                                                                                 =======            =======
</TABLE>

              An affiliate of the Related General Partner receives loan
servicing fees (see above) in an amount of .25% per annum of the principal
amount outstanding of mortgage loans serviced by the affiliate.

              A division of Prudential Securities Incorporated ("PSI"), an
affiliate of PBP, was responsible for the purchase, sale and safekeeping of the
Partnership's temporary investments in 1995. This account was maintained in
accordance with the Partnership Agreement.

              PSI owns 17,700 BUC$ at March 31, 1996.

              The Player's Club property (securing a $7,200,000 FMB in this
Partnership) also secures an FMB for $2,500,000 held by Summit Tax Exempt L.P.
II, of which the general partners are either the same or affiliates of the
General Partners of this Partnership. The original owner of the FMB is an
affiliate of the Related General Partner.


NOTE 4  -     Contingencies

              On or about October 18, 1993, a putative class action, captioned
Kinnes et al v. Prudential Securities Group, Inc. et al. (93 Civ. 654), was
filed in the United States District Court for the District of Arizona,
purportedly on behalf of investors in the Partnership against the Partnership,
PBP, PSI and a number of other defendants. On November 16, 1993, a putative
class action captioned Connelly et al v. Prudential-Bache Securities Inc. et al.
(93 Civ. 713) , was filed in the United States District Court for the District
of Arizona , purportedly on behalf of investors in the Partnership against the
Partnership, PBP, PSI and a number of other defendants. On January 3, 1992, a
putative class action, captioned Levine v. Prudential-Bache Properties Inc. et
al. (92 Civ. 52), was filed in the United States District Court for the Northern
District of Illinois purportedly on behalf of investors in the Partnership
against the General Partners, PSI and a number of other defendants. Subsequently
the Related General Partner exited the Levine litigation by way of settlement.

                                      -9-
<PAGE>
                           SUMMIT TAX EXEMPT L.P. III
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE 4  -     Contingencies (continued)

              By its April 14, 1994 order, the Judicial Panel on Multidistrict
Litigation transferred the Kinnes case, by order dated May 4, 1994, the Connelly
case, and by order dated July 13, 1994, the Levine Case, to a single judge of
the United States District Court for the Southern District of New York and
consolidated them for pretrial proceedings under the caption In re Prudential
Securities Incorporated Limited Partnerships Litigation (MDL Docket No. 1005).
On June 8, 1994 plaintiffs in the transferred cases filed a complaint that
consolidated the previously filed complaints and named as defendants, among
others, PSI, certain of its present and former employees and the General
Partners. The Partnership was not named a defendant in the consolidated
complaint, but the name of the Partnership was listed as being among the limited
partnerships at issue in the case.

              On August 9, 1995 PBP, PSI and other Prudential defendants entered
into a Stipulation and Agreement of Partial Compromise and Settlement with legal
counsel representing plaintiffs in the consolidated actions. The court
preliminarily approved the settlement agreement by order dated August 29, 1995
and, following a hearing held November 17, 1995, found that the agreement was
fair, reasonable, adequate and in the best interests of the plaintiff class. The
court gave final approval to the settlement, certified a class of purchasers of
specific limited partnerships, including the Partnership, released all settled
claims by members of the class against the PSI settling defendants and
permanently barred and enjoined class members from instituting, commencing or
prosecuting any settled claim against the released parties. The full amount due
under the settlement agreement has been paid by PSI. The consolidated action
remains pending against the Related General Partner and certain of its
affiliates.

              The Related General Partner has been engaged in settlement
negotiations with counsel for the plaintiffs. In the event a settlement can not
be reached, the Related General Partner believes it has meritorious defenses to
the consolidated complaint and intends to vigorously defend against this action.

NOTE 5  -     Subsequent Event

              In May 1996, a distribution of approximately $678,000 and $14,000
was paid to the BUC$holders and General Partners, respectively, for the quarter
ended March 31, 1996.

                                      -10-

<PAGE>
Item 2.       Management's Discussion and Analysis of Financial Condition and 
              Results of Operations.


Liquidity and Capital Resources

              Summit Tax Exempt L.P. III (the "Partnership") has invested in
five tax-exempt participating first mortgage bonds ("FMBs") issued by various
state or local governments or their agencies or authorities. The FMBs are
secured by participating first mortgage loans on the properties.

              At the beginning of the year, the Partnership had cash and
temporary investments of $598,000. After the payment of distributions and
receipt of the net cash flow from operations, the Partnership ended the quarter
with $634,000 in cash and temporary investments. The first quarter distribution
of $678,000 ($.22 per BUC) was paid to BUC$holders in May 1996 from cash flow
from operations. Interest payments from FMBs are anticipated to provide
sufficient liquidity to meet the operating expenditures of the Partnership in
future years and to fund distributions. The restructuring of FMBs in 1995 may
result in the General Partners' reducing the distributions to BUC$holders in
future periods.

              Management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed that will or are likely
to impact liquidity in a material way. The Partnership's investments in FMBs are
secured by a Partnership interest in properties which are diversified by
location so that if one area of the country is experiencing downturns in the
economy, the remaining properties may be experiencing upswings.

Results of Operations

              Pursuant to a review of the Partnership's financial statements by
the SEC staff in 1996 and in accordance with others in the industry, the
Partnership agreed that it will account for its investments in the FMBs as debt
securities under the provisions of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
("SFAS 115") effective January 1, 1994, and has restated its financial
statements for the quarter ended March 1996 and the year ended December 31, 1995
to reflect this change in accounting treatment.

              The change in accounting treatment does not affect cash flow or
payments received by the Partnership from the properties, level of distribution
to BUC$Holders, the tax-exempt nature of the Partnership's net income or the
obligation under the FMBs.

              The Partnership has a right to require redemption of the FMBs
approximately twelve years after their issuance. The Partnership anticipates
holding the FMBs for approximately 12 to 15 years from the date of issuance;
however, it can elect to hold until maturity. As such, SFAS 115 requires the
Partnership to classify these investments as "available for sale." Accordingly,
investments in FMBs are carried at their estimated fair values, with unrealized
gains and losses reported in a separate component of partners' capital. This
accounting resulted in cumulative net unrealized losses of approximately
$1,263,000 at March 31, 1996 and December 31, 1995. Again, unrealized holding
gains or losses do not affect the cash flow generated from property operations,
distributions to BUC$holders, the characterization of the tax-exempt income
stream or the financial obligations under the FMBs.

              The Partnership periodically evaluates each FMB to determine
whether a decline in fair value below the FMB's cost basis is other than
temporary. Such a decline is considered to be other than temporary if, based on
current information and events, it is probable that the Partnership will be
unable to collect all amounts due according to the existing contractual terms of
the bonds. If the decline is judged to be other than temporary, the cost basis
of the bond is written down to its then estimated fair value, with the amount of
the write-down accounted for as realized loss.

              Because the FMBs are not readily marketable, the Partnership
estimates fair value for each bond as the present value of its expected cash
flows using an interest rate for comparable tax-exempt investments. This process
is based upon projections of future economic events affecting the real estate
collateralizing the bonds, such as property occupancy rates, rental rates,
operating cost inflation and market capitalization rates, and upon

                                      -11-

<PAGE>

determination of an appropriate market rate of interest, all of which are based
on good faith estimates and assumptions developed by the Partnership's
management. Changes in market conditions and circumstances may occur which would
cause these estimates and assumptions to change, therefore, actual results may
vary from the estimates and the variance may be material.

              Net income decreased by approximately $179,000 for the three
months ended March 31, 1996 as compared to the corresponding period in 1995 for
the reasons discussed below.

              Total interest income from FMBs decreased by approximately
$177,000 for the three months ended March 31, 1996 as compared to the
corresponding period in 1995. This variance was primarily due to reduced debt
service payments received for the Sunset Village and Sunset Creek FMBs, which
were restructured in 1995.

              Interest income from temporary investments decreased by
approximately $3,000 for the three months ended March 31, 1996 as compared to
the corresponding period 1995 primarily due to higher interest rates and
invested balances in 1995.

              Total expenses remained fairly constant for the three months ended
March 31, 1996 as compared to the corresponding period in 1995 with less than a
1% decrease.

Property Information

              The following table lists the FMBs the Partnership owns together
with occupancy rates of the underlying properties as of April 12, 1996:

<TABLE>
<CAPTION>
                                                                                        Annualized
                                                                                        Interest
                                                                                        Rate Paid       Minimum
                                                                                        for the three     Annual
                                                                           Stated       months ended   Pay Rate at
                                                                           Interest       March 31,      March 31,
Property                              Face Amount         Occupancy        Rate*           1996*           1996*
- - --------                              -----------         ---------        --------     -------------  -----------
<S>                                    <C>                  <C>            <C>            <C>           <C>  
Player's Club, Fort Myers, FL (A)      $ 7,200,000          89.4%          8.00%          7.00%         7.00%
Lakepointe, Stone Mountain, GA          15,100,000          99.2           8.50           6.00          6.00
Sunset Village, Lancaster, CA           11,375,000          84.2           8.50           4.28                (B)
Sunset Creek, Lancaster, CA              8,275,000          87.9           8.50           3.35                (B)
Orchard Mill, Atlanta, CA               10,500,000          98.7           9.00           6.29                (B)
                                       -----------
                                       $52,450,000
                                       ===========
</TABLE>

*The rate paid represents the interest recorded by the Partnership while the
stated rate represents the coupon rate of the FMB and the minimum pay rate
represents the minimum rate required to be paid under the respective forbearance
agreements.

(A)  Summit Tax Exempt L.P. II, of which the general partners are either the
     same or affiliates of the General Partners of the Partnership, acquired the
     other $2,500,000 of the Player's Club FMB.

(B) Pay rate is based on net cash flow generated by operations of the underlying
    property.

                                      -12-
<PAGE>
General

              The determination as to whether it is the best interest of the
Partnership to enter into forbearance agreements on the FMBs or, alternatively,
to pursue its remedies under the loan documents, including foreclosure, is based
upon several factors including, but not limited to, property performance, owner
cooperation and projected legal costs.

              From time to time, certain property owners have elected to
supplement the cash flow generated by the properties to meet the required FMB
interest payments. There can be no assurance that in the future any property
owner will elect to supplement property cash flow to satisfy bond interest
requirements, if necessary. The owner of the Sunset Village and Sunset Creek
properties supplemented the cash flow generated by the respective properties to
meet their interest payments during the first four months of 1995. No property
owner made supplementary payments during the three months ended March 31, 1996.

                                      -13-
<PAGE>
                           PART II. OTHER INFORMATION

Item 1.       Legal Proceedings - Incorporated by reference to Note 4 to the 
              financial statements filed herewith in Item 1 of Part 1 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:

              4(a) Partnership Agreement, incorporated by reference to
                   Exhibit A to the Prospectus of Registrant, dated 
                   February 25, 1987, filed pursuant to Rule 424(b) under the
                   Securities Act of 1933, File No. 33-13184.

              4(b) Certificate of Limited Partnership is incorporated by 
                   reference to Exhibit 4 to the Registration Statement on 
                   Form S-11, File No. 33-13184.

                   27       Financial Data Schedule (filed herewith).

               (b) Reports on Form 8-K - No reports on Form 8-K were filed 
                   during the quarter.

                                      -14-
<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.


                           SUMMIT TAX EXEMPT L.P. III


                      By:    Related Tax Exempt Associates III, Inc.
                             A Delaware corporation, General Partner

Date: August 13, 1996        By:   /s/ Alan P. Hirmes
                                   ------------------
                                   Alan P. Hirmes
                                   Vice President



Date: August 13, 1996        By:   /s/ Lawrence J. Lipton
                                   ----------------------
                                   Lawrence J. Lipton
                                   Treasurer
                                   (Principal Financial and Accounting Officer)


                      By:    Prudential-Bache Properties, Inc.
                             A Delaware corporation, General Partner


Date: August 13, 1996        By:   /s/ Eugene D. Burak
                                   -------------------
                                   Eugene D. Burak
                                   Vice President

                                      -16-


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
                              The Schedule contains summary financial
                              information extracted from the financial
                              statements for Summit Tax Exempt L.P. III and is
                              qualified in its entirety by reference to such
                              financial statements
</LEGEND>
<CIK>                         0000812220
<NAME>                        Summit Tax Exempt L.P. III
<MULTIPLIER>                  1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                  JAN-1-1996
<PERIOD-END>                                   MAR-31-1996
<CASH>                                             408,602
<SECURITIES>                                    46,911,585
<RECEIVABLES>                                      846,407
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                         0
<PP&E>                                                   0
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                  48,166,594
<CURRENT-LIABILITIES>                              286,619
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      47,879,975
<TOTAL-LIABILITY-AND-EQUITY>                    48,166,594
<SALES>                                                  0
<TOTAL-REVENUES>                                   702,731
<CGS>                                                    0
<TOTAL-COSTS>                                            0
<OTHER-EXPENSES>                                    94,788
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                    607,943
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                      0
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                       607,943
<EPS-PRIMARY>                                          .17
<EPS-DILUTED>                                            0
                                               

</TABLE>


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