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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 21, 1998
SECURED INVESTMENT RESOURCES FUND, L.P., III
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 000-18475 48-6291172
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1100 Main, Suite 2100, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-4670
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Item 1. Changes in Control of Registrant.
On July 21st, 1998, Nichols Resources Ltd., a general partner of the
Registrant ("Nichols"), Bond Purchase, L.L.C. ("Bond") and David L. Johnson
("Johnson") and other affiliates of Johnson, along with the Registrant, SIR
Partners III, L.P., the Managing General Partner of the Registrant ("SIR
Partners III"), SPECS, Inc., the company which provides the Registrant
management and investor services ("SPECS") and James R. Hoyt, also a general
partner of the Registrant ("Hoyt"), entered into a certain Settlement Agreement
and Mutual Release (the "Agreement"). The Agreement settled a dispute which had
arisen between Nichols, SIR Partners III and Hoyt, two general partners of the
Registrant over the proper course of action to be taken for the Registrant. This
dispute resulted in the filing of a civil action in the Circuit Court of Jackson
County, Missouri.
Pursuant to the Agreement, Nichols has agreed (i) to pay $100,000 in
cash to SIR Partners III and Hoyt, $21,751 of which will be paid by Hoyt to the
Registrant to pay a receivable owed by affiliates of the Registrant for unpaid
excess syndication costs and expenses currently shown on the Registrant's
financial statements and (ii) to dismiss the civil actions filed. In exchange
for the $100,000 in cash and the dismissal of the civil actions, SIR Partners
III and Hoyt have agreed (i) to transfer their general partnership interests to
Nichols and (ii) to withdraw as Managing General Partner and general partners.
Under the Registrant's Amended and Restated Agreement of Limited Partnership
dated December 6, 1988 (the "Partnership Agreement"), such transfers and
withdrawals are subject to the majority vote of the Registrant's limited
partners (the "Limited Partners"). Hoyt and SIR Partners III have also agreed
that Nichols, as general partner of the Registrant, shall have the right to
designate the management company to manage the assets of the Registrant and to
execute all documents to effectuate the release of the current management
contract.
Nichols is a Missouri corporation, the owner of which is MJS
Associates, Inc., a Missouri corporation. Nichols, as a general partner of the
Registrant, intends to call for a vote without a meeting of the Limited
Partners, file a proxy statement with the Securities and Exchange Commission and
solicit proxies from the Limited Partners to seek approval from the Limited
Partners to the transfer of the general partnership interests, the withdrawal of
Hoyt and SIR Partners III as general partners of the Registrant and the
replacement of SIR Partners III as Managing General Partner in favor of Nichols.
Hoyt and SIR Partners III have agreed to use their best efforts to assist in
obtaining approval from the limited partners of the withdrawal of Hoyt and SIR
Partners III as general partners of the partnership. In the event the majority
approval is obtained, Nichols shall be the sole general partner of the
Registrant.
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In connection with the Agreement, Johnson and Bond have agreed to
clarify its statement that it filed with the SEC on March 25, 1998 in which they
indicated that Hoyt had failed to provide financial and other information with
respect to the Registrant and Hoyt had a conflict of interest as a general
partner of the Registrant in certain actions taken by Hoyt. Johnson and Bond
must clarify or withdraw such previous statements that were filed with the SEC.
Item 5. Other Events.
Several months ago, the KC Club Apartments, a property owned by the
Registrant (the "Apartments"), were lost to foreclosure due to the
Registrant's default on loan payments owed to the lender and the Registrant's
inability to restructure the loan. The loan was secured by a certain Deed of
Trust from the Registrant to William B. Deas, Trustee for the lender, dated June
12, 1989 (the "Deed of Trust"). On December 5, 1997, James A. Hart, as Successor
Trustee under the Deed of Trust, sent a Notice of Trustee's Sale to the
Registrant with respect to the Apartments. On January 7, 1998, the Apartments
were sold by the Successor Trustee at a public sale and foreclosure on the Deed
of Trust to satisfy the obligations of the loan.
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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 hereunto duly authorized.
Secured Investment Resources
Fund, L.P., III
Date: August 11, 1998 By: Nichols Resources, Ltd., its
general partner
By: /s/ Christine A. Robinson
Christine A. Robinson
President
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