UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For The Period From January 1, 1998 to December 30, 1998 (Termination Date)
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file #0-18456
Inland Mortgage Investors Fund III, L.P.
(Exact name of registrant as specified in its charter)
Delaware 36-3604866
(State of organization) (I.R.S. Employer Identification Number)
2901 Butterfield Road, Oak Brook, Illinois 60523
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 630-218-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP 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]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. Not applicable.
The Prospectus of the Registrant dated January 9, 1989, as supplemented and
filed pursuant to Rule 424(b) and 424(c) under the Securities Act of 1933 is
incorporated by reference in Parts I, II and III of this Annual Report on Form
10-K.
-1-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
TABLE OF CONTENTS
PART I
------
Page
----
Item 1. Business........................................................ 3
Item 2. Properties...................................................... 3
Item 3. Legal Proceedings............................................... 3
Item 4. Submission of Matters to a Vote of Security Holders............. 3
PART II
-------
Item 5. Market for the Partnership's Limited Partnership
Units and Related Security Holder Matters....................... 4
Item 6. Selected Financial Data......................................... 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 6
Item 8. Financial Statements and Supplementary Data..................... 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures............................ 20
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.............. 20
Item 11. Executive Compensation.......................................... 26
Item 12. Security Ownership of Certain Beneficial Owners and
Management...................................................... 27
Item 13. Certain Relationships and Related Transactions.................. 27
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K..................................................... 28
SIGNATURES............................................................... 29
-2-
PART I
Item 1. Business
The Registrant, Inland Mortgage Investors Fund III, L.P. (the "Partnership"),
was formed in September 1988 pursuant to the Delaware Revised Uniform Limited
Partnership Act. On January 9, 1989, the Partnership commenced an Offering of
40,000 (subject to an increase up to 50,000) Limited Partnership Units
("Units") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933. The Offering terminated on January 9, 1991, with total
sales of 5,675.50 Units resulting in gross offering proceeds of $2,837,749,
which includes the General Partner's $500 contribution. All of the holders of
these Units were admitted to the Partnership. The Partnership funded seven
loans between October 1990 and June 1992 utilizing $2,302,064 of capital
proceeds collected. The Limited Partners of the Partnership shared in the
benefits of ownership of the Partnership's mortgage receivable investments in
proportion to the number of Units held. Inland Real Estate Investment
Corporation was the General Partner. On December 30, 1998, the Partnership
terminated. In connection with the liquidation and termination of the
Partnership, funds of $21,219 were transferred to the General Partner on
November 25, 1998, representing the estimated potential remaining obligation
(including administrative costs) of the Partnership.
The Partnership was engaged solely in the business of making and acquiring
loans collateralized by mortgages on improved, income producing properties
located in or near Chicago, Illinois. The loans were being serviced by Inland
Mortgage Servicing Corporation, a subsidiary of the General Partner.
The Partnership had no employees during 1998.
The terms of transactions between the Partnership and Affiliates of the General
Partner of the Partnership are set forth in Item 11 below and Note 2 of the
Notes to Financial Statements (Item 8 of this Annual Report) to which reference
is hereby made.
Item 2. Properties
The Partnership owned no real properties.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during 1998.
-3-
PART II
Item 5. Market for the Partnership's Limited Partnership Units and Related
Security Holder Matters
As of December 30, 1998, there were 240 holders of Units of the Partnership.
There was no public market for Units nor is it anticipated that any public
market for Units would develop. Reference is made to Item 6 below for a
discussion of cash distributions made to the Limited Partners.
The Partnership's Liquidity Plan was available to the Limited Partners. See
"Distribution Reinvestment Plan" and "Liquidity Plan," pages 42-43 and page 18,
respectively, of the Prospectus of the Partnership dated January 9, 1989, which
is incorporated herein by reference.
-4-
Item 6. Selected Financial Data
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
For the period from January 1, 1998 to December 30, 1998 (Termination Date)
and for the years ended December 31, 1997, 1996, 1995 and 1994
(not covered by Report of Independent Accountants)
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total assets........... $ - 1,060,035 1,288,230 1,294,415 1,875,618
========== ========== ========== ========== ==========
Total income........... $ 84,583 105,981 122,303 155,161 180,342
========== ========== ========== ========== ==========
Net income............. $ 26,950 60,606 72,325 104,502 128,545
========== ========== ========== ========== ==========
Net income (loss)
allocated to the one
General Partner Unit. $ (4,270) 3,032 3,547 5,299 6,259
========== ========== ========== ========== ==========
Net income allocated
per Limited Partner
Unit (b)............. $ 5.50 10.15 12.12 17.48 21.55
========== ========== ========== ========== ==========
Distributions to Limited
Partners from:
Operations (c)......... 24,613 57,614 67,408 100,676 123,390
Repayment proceeds..... 1,016,004 100,730 156,201 546,410 28,726
---------- ---------- ---------- ---------- ----------
$1,040,617 158,344 223,609 647,086 152,116
========== ========== ========== ========== ==========
Distributions per
Unit to Limited
Partners from (b):
Operations............. 4.34 10.15 11.88 17.74 21.74
Repayment proceeds..... 179.05 17.75 27.53 96.29 5.07
---------- ---------- ---------- ---------- ----------
$ 183.39 27.90 39.41 114.03 26.81
========== ========== ========== ========== ==========
(a) The above selected financial data should be read in conjunction with the
financial statements and related notes appearing elsewhere in this Annual
Report.
(b) The net income per Unit, basic and diluted, and distributions per Unit are
based upon the weighted average number of Units outstanding of 5,674.50.
(c) This amount represents distributions to the Limited Partners from
operations, a portion of which may have been funded by the General Partner.
-5-
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
On January 9, 1989, the Partnership commenced an Offering of 40,000 (subject to
an increase to 50,000) Limited Partnership Units pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933. The Offering
terminated on January 9, 1991 with a total of 5,675.50 Units being sold to the
public at $500 per Unit resulting in gross offering proceeds of $2,837,749,
which includes the General Partner's $500 contribution. The Partnership funded
seven loans between October 1990 and June 1992 utilizing $2,302,064 of capital
proceeds collected. On December 30, 1998, the Partnership terminated. In
connection with the liquidation and termination of the Partnership, funds of
$21,219 were transferred to the General Partner on November 25, 1998,
representing the estimated potential remaining obligation (including
administrative costs) of the Partnership.
Results of Operations
Interest and fees on mortgage loans receivable decreased for the period ended
December 30, 1998, as compared to the year ended December 31, 1997, due
primarily to the prepayment of the mortgage loans receivable collateralized by
the properties located at 5540 W. 103rd Street, Oak Lawn, Illinois, 5009 and
5013 Florence Avenue, Downers Grove, Illinois and the partial paydowns
throughout 1997 and 1998 on the mortgage loan receivable collateralized by the
property located at 7432 Washington, Forest Park, Illinois. Interest and fees
on mortgage loans receivable decreased for the year ended December 31, 1997, as
compared to the year ended December 31, 1996, due primarily to the partial
paydowns throughout 1996 and 1997 on the mortgage loan receivable
collateralized by the property located at 7432 Washington, Forest Park,
Illinois.
Interest on investments increased for the period ended December 30, 1998, as
compared to the year ended December 31, 1997, and decreased for the year ended
December 31, 1997, as compared to the year ended December 31, 1996, due to the
timing of the Partnership receiving repayment proceeds on loans that paid off
and were invested before being distributed to the Limited Partners.
Other income recorded for the period ended December 30, 1998 is the result of
the Partnership receiving prepayment penalties on the mortgage loans
receivable.
-6-
Professional services to Affiliates is lower for the year ended December 31,
1997, as compared to the period ended December 30, 1998 and the year ended
December 31, 1996, due to decreases in accounting services. Professional
services to non-affiliates increased for the period ended December 30, 1998, as
compared to the years ended December 31, 1997 and 1996, due to increases in
legal and accounting services required relating to the liquidation of the
Partnership.
General and administrative expenses to Affiliates decreased for the period
ended December 30, 1998, as compared to the years ended December 31, 1997 and
1996, due to decreases in data processing, mortgage servicing fees and investor
services expenses. General and administrative expenses to non-affiliates
increased for the period ended December 30, 1998, as compared to the years
ended December 31, 1997 and 1996, due to increases in printing and state tax
expenses.
Year 2000 Issues
As of December 30, 1998, Inland Mortgage Investors Fund III, L.P. terminated,
and therefore, will not be impacted by the so-called "Year 2000 Issue."
Inflation
To provide a hedge against the effects of inflation, the Partnership invested a
portion of its offering proceeds in first mortgage loans with adjustable
interest rates, as described in Note 4 of the Notes to Financial Statements
(Item 8 of this Annual Report).
Item 7(a). Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
-7-
Item 8. Financial Statements and Supplementary Data
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Index
-----
Page
----
Report of Independent Accountants...................................... 9
Financial Statements:
Balance Sheets, December 30, 1998 (Termination Date)
and December 31, 1997.............................................. 10
Statements of Operations, for the period from January 1, 1998 to
December 30, 1998 (Termination Date) and for
the years ended December 31, 1997 and 1996......................... 11
Statements of Partners' Capital, for the period from January 1, 1998
to December 30, 1998 (Termination Date) and for
the years ended December 31, 1997 and 1996......................... 12
Statements of Cash Flows, for the period from January 1, 1998 to
December 30, 1998 (Termination Date) and for
the years ended December 31, 1997 and 1996......................... 13
Notes to Financial Statements........................................ 14
Schedules not filed:
All schedules have been omitted as the required information is inapplicable or
the information is presented in the financial statements or related notes.
-8-
REPORT OF INDEPENDENT ACCOUNTANTS
The Partners of Inland Mortgage
Investors Fund III, L.P.
In our opinion, the accompanying balance sheets and the related statements of
operations, partners' capital and cash flows present fairly, in all material
respects, the financial position of Inland Mortgage Investors Fund III, L.P.
(the "Company") at December 30, 1998 and December 31, 1997, and the results of
their operations and their cash flows for each of the two years in the period
ended December 31, 1997 and the period from January 1, 1998 to December 30,
1998 (date of termination) in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits 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
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
As discussed in note 1 of the financial statements, on December 30, 1998, the
Partnership was terminated subsequent to the distribution of its remaining
assets.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
March 15, 1999
-9-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Balance Sheets
December 30, 1998 (Termination Date)
and December 31, 1997
Assets
------
1998 1997
---- ----
Cash and cash equivalents (Note 1)................ $ - 93,296
Accrued interest receivable....................... - 8,383
Mortgage loans receivable (Note 4)................ - 958,356
------------ ------------
Total assets...................................... $ - 1,060,035
============ ============
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Distributions payable........................... $ - 44,236
Due to Affiliates (Note 2)...................... - 837
------------ ------------
Total liabilities................................. - 45,073
------------ ------------
Partners' capital (Notes 1, 2 and 3):
General Partner:
Capital contribution.......................... 500 500
Supplemental Capital Contributions............ 306,874 306,874
Supplemental distributions to Limited Partners (306,874) (306,874)
Cumulative net income......................... 18,932 23,202
Cumulative distributions...................... (19,432) (18,137)
------------ ------------
- 5,565
Limited Partners: ------------ ------------
Units of $500. Authorized 40,000 Units,
5,674.50 Units outstanding (net of offering
costs of $422,642, of which $115,754
was paid to Affiliates)..................... 2,414,607 2,414,607
Supplemental Capital Contributions from
General Partner............................. 306,874 306,874
Cumulative net income......................... 880,436 849,216
Cumulative distributions...................... (3,601,917) (2,561,300)
------------ ------------
- 1,009,397
------------ ------------
Total Partners' capital........................... - 1,014,962
------------ ------------
Total liabilities and Partners' capital........... $ - 1,060,035
============ ============
See accompanying notes to financial statements.
-10-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Statements of Operations
For the period from January 1, 1998 to December 30, 1998 (Termination Date)
and for the years ended December 31, 1997 and 1996
1998 1997 1996
Income: ---- ---- ----
Interest on mortgage loans
receivable (Note 4)............. $ 53,815 101,730 116,400
Interest on investments........... 9,910 4,251 5,903
Other income...................... 20,858 - -
------------ ------------ ------------
84,583 105,981 122,303
Expenses: ------------ ------------ ------------
Professional services to
Affiliates...................... 6,112 4,277 6,899
Professional services to
non-affiliates.................. 31,338 21,026 21,640
General and administrative
to Affiliates................... 14,180 16,912 16,397
General and administrative
to non-affiliates............... 6,003 3,160 5,042
------------ ------------ ------------
57,633 45,375 49,978
------------ ------------ ------------
Net income.......................... $ 26,950 60,606 72,325
============ ============ ============
Net income (loss) allocated to (Note 3):
General Partner................... $ (4,270) 3,032 3,547
Limited Partners.................. 31,220 57,574 68,778
------------ ------------ ------------
Net income.......................... $ 26,950 60,606 72,325
============ ============ ============
Net income (loss) allocated to the one
General Partner Unit.............. $ (4,270) 3,032 3,547
============ ============ ============
Net income allocated to Limited
Partners per weighted average
Limited Partnership Units of
5,674.50, basic and diluted....... $ 5.50 10.15 12.12
============ ============ ============
See accompanying notes to financial statements.
-11-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Statements of Partners' Capital
For the period from January 1, 1998 to December 30, 1998 (Termination Date)
and for the years ended December 31, 1997 and 1996
General Limited
Partner Partners Total
------------ ------------ -----------
Balance at January 1, 1996.......... $ 5,565 1,264,998 1,270,563
Net income.......................... 3,547 68,778 72,325
Distributions to Partners
($39.41 per weighted average
Limited Partnership Units
of 5,674.50)...................... (3,547) (223,609) (227,156)
----------- ----------- -----------
Balance at December 31, 1996........ 5,565 1,110,167 1,115,732
Net income.......................... 3,032 57,574 60,606
Distributions to Partners
($27.90 per weighted average
Limited Partnership Units
of 5,674.50)...................... (3,032) (158,344) (161,376)
----------- ----------- -----------
Balance at December 31, 1997........ 5,565 1,009,397 1,014,962
Net income (loss)................... (4,270) 31,220 26,950
Distributions to Partners
($183.39 per weighted average
Limited Partnership Units
of 5,674.50)...................... (1,295) (1,040,617) (1,041,912)
Balance at December 30, 1998 ----------- ----------- -----------
(Termination Date)................ $ - - -
=========== =========== ===========
See accompanying notes to financial statements.
-12-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Statements of Cash Flows
For the period from January 1, 1998 to December 30, 1998 (Termination Date)
and for the years ended December 31, 1997 and 1996
1998 1997 1996
---- ---- ----
Cash flows from operating activities:
Net income........................ $ 26,950 60,606 72,325
Adjustments to reconcile net income
to net cash provided by
operating activities:
Changes in assets and liabilities:
Accrued interest receivable... 8,383 1,116 867
Accounts payable.............. - - (1,106)
Due to Affiliates............. (837) (453) (868)
Net cash provided by operating ------------ ------------ ------------
activities........................ 34,496 61,269 71,218
------------ ------------ ------------
Cash flows from investing activities:
Principal payments collected...... 958,356 100,730 156,163
Net cash provided by investing ------------ ------------ ------------
activities........................ 958,356 100,730 156,163
------------ ------------ ------------
Cash flows from financing activities:
Distributions paid................ (1,086,148) (288,348) (76,536)
Net cash used in financing ------------ ------------ ------------
activities........................ (1,086,148) (288,348) (76,536)
Net increase (decrease) in cash ------------ ------------ ------------
and cash equivalents.............. (93,296) (126,349) 150,845
Cash and cash equivalents at
beginning of period............... 93,296 219,645 68,800
Cash and cash equivalents at end ------------ ------------ ------------
of period......................... $ - 93,296 219,645
============ ============ ============
Supplemental schedule of non-cash investing and financing activities:
Accrued distributions payable....... $ - 44,236 171,208
============ ============ ============
See accompanying notes to financial statements
-13-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
For the period from January 1, 1998 to December 30, 1998 (Termination Date)
and for the years ended December 31, 1997 and 1996
(1) Organization, Liquidation and Basis of Accounting
Inland Mortgage Investors Fund III, L.P. (the "Partnership"), was formed in
September 1988 pursuant to the Delaware Revised Uniform Limited Partnership Act
to make or acquire loans collateralized by mortgages on improved, income
producing properties. On January 9, 1989, the Partnership commenced an
Offering of 40,000 (subject to an increase up to 50,000) Limited Partnership
Units ("Units") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933. The Offering terminated on January 9, 1991, with
total sales of 5,675.50 Units resulting in gross offering proceeds of
$2,837,749, which includes the General Partner's $500 contribution. All of the
holders of these Units were admitted to the Partnership. The Partnership
funded seven loans between October 1990 and June 1992 utilizing $2,302,064 of
capital proceeds collected. The Limited Partners of the Partnership shared in
the benefits of ownership of the Partnership's mortgage receivable investments
in proportion to the number of Units held. Inland Real Estate Investment
Corporation was the General Partner. On December 30, 1998, the Partnership
terminated. In connection with the liquidation and termination of the
Partnership, funds of $21,219 were transferred to the General Partner on
November 25, 1998, representing the estimated potential remaining obligation
(including administrative costs) of the Partnership.
The preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could have differed from those estimates.
Offering costs have been offset against the Limited Partners' capital accounts.
The Partnership considered all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Interest income on mortgage loans receivable was accrued when earned. The
accrual of interest, on loans that are in default, was discontinued when, in
the opinion of the General Partner, the borrower had not complied with loan
work-out arrangements. Once a loan had been placed on a non-accrual status,
all cash received was applied against the outstanding loan balance until such
time as the borrower had demonstrated an ability to make payments under the
terms of the original or renegotiated loan agreement. The General Partner
evaluated the collectibility of the mortgage loans on a quarterly basis. This
evaluation included determining the valuation of the underlying operating
property subject to the mortgage. Should a portion of the principal of the
mortgage loan have been considered unrecoverable either through collection or
foreclosure, a provision would have been made to reduce the carrying amount of
the mortgage loans.
-14-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
The Partnership believed that the interest rates associated with the mortgage
receivable approximated the market interest rates, and as such, the carrying
amount of the mortgages receivable approximated their fair value.
No provision for Federal income taxes has been made as the liability for such
taxes is that of the Partners rather than the Partnership.
Statement of Financial Accounting Standards No. 128 "Earnings per Share" was
adopted by the Partnership for the year ended December 31, 1997 and has been
applied to all prior earnings periods presented in the financial statements.
The Partnership had no dilutive securities.
The Partnership records are maintained on the accrual basis of accounting in
accordance with generally accepted accounting principles ("GAAP"). The Federal
income tax return has been prepared from such records after making appropriate
adjustments to reflect the Partnership's accounts as adjusted for Federal income
tax reporting purposes. Such adjustments are not recorded on the records of the
Partnership. The net effect of these items is summarized as follows:
1998 1997
----------------------- ------------------------
GAAP Tax GAAP Tax
Basis Basis Basis Basis
----------- ----------- ----------- ------------
Total assets................ $ - - 1,060,035 1,060,035
Partners' capital:
General Partner........... - - 5,565 3,983
Limited Partners.......... - - 1,009,397 1,010,978
Net income (loss) :
General Partner........... (4,270) (2,687) 3,032 3,032
Limited Partners.......... 31,220 29,637 57,574 57,574
Net income per Limited
Partnership Unit, basic
and diluted............... 5.50 5.22 10.15 10.15
The net income per Limited Partnership Unit is based upon the weighted average
number of Units outstanding of 5,674.50.
-15-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(2) Transactions with Affiliates
The General Partner and its Affiliates were entitled to reimbursement for
salaries and expenses of employees of the General Partner and its Affiliates
relating to the administration of the Partnership. Such costs are included in
the professional services to Affiliates and general and administrative expenses
to Affiliates, of which $837 was unpaid at December 31, 1997.
The General Partner was required to make Supplemental Capital Contributions, if
necessary, from time to time in sufficient amounts to allow the Partnership to
make cumulative distributions to the Limited Partners amounting to at least 8%
per annum on their Invested Capital through January 9, 1994. The cumulative
amount of such Supplemental Capital Contributions is $306,874, all of which was
received from the General Partner.
Inland Mortgage Servicing Corporation, a subsidiary of the General Partner,
serviced the Partnership's mortgage loans receivable. Its services included
processing mortgage loan collections and escrow deposits and maintaining
related records. For these services, the Partnership was obligated to pay fees
at an annual rate equal to 1/4 of 1% of the outstanding mortgage loans
receivable balance of the Partnership. Such fees of $1,520 in 1998, $2,513 in
1997 and $2,881 in 1996 have been incurred and paid to the subsidiary and are
included in the Partnership's general and administrative expenses to
Affiliates.
(3) Partnership Agreement
The Partnership Agreement defines the allocation of distributable cash flows
and profits and losses. Limited Partners were to receive 95% of Operating
Cash Flow then being distributed until the Limited Partners have received a
Cumulative Preferred Return of 8% per annum through January 9, 1994 and a 10%
Preferential Return for the period commencing January 10, 1994. Thereafter,
Operating Cash Flow was distributed to the General Partner to the extent of any
Supplemental Capital Contributions and then 90% to the Limited Partners and 10%
to the General Partner.
-16-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
Distributions of Repayment Proceeds were distributed to the Limited Partners in
proportion to their Participating Percentages as of the record dates for such
distributions until the Limited Partners were received distributions from
Repayment Proceeds equal to their Invested Capital plus the amount of any
deficiency in the Cumulative Preferred Return of 8% per annum through January
9, 1994 plus any deficiency in the 10% Preferential Return for the period
commencing January 10, 1994.
Thereafter, any Repayment Proceeds available were distributed to the General
Partner in the amount of any Supplemental Capital Contributions made, and any
remaining balance was then distributed 90% to the Limited Partners and 10% to
the General Partner.
The General Partner was allocated net operating profits in an amount equal to
the greater of 1% of net operating profits or the amount of the General
Partner's distributive share of Operating Cash Flow, with the balance of such
net operating profits allocated to the Limited Partners. The General Partner
was allocated net operating profits from repayments in an amount equal to the
General Partner's distributive share of Repayment Proceeds, with the balance of
such net operating profits allocated to the Limited Partners. Net operating
losses were allocated 1% to the General Partner and 99% to the Limited
Partners.
-17-
<TABLE>
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(4) Mortgage Loans Receivable
Mortgage loans receivable were collateralized by first mortgages on improved, income producing properties located
in Chicago, Illinois or its surrounding metropolitan area. As additional collateral, the Partnership held
assignments of rents and leases or personal guarantees of the borrowers. Generally, the mortgage notes were
payable in equal monthly installments based on 20 or 30 year amortization periods.
Mortgage loans receivable consist of the following:
Monthly
P & I Balance at
Interest Balloon Payments end of period
Rate at Maturity at (net) at --------------------------
Property Location 12/31/97 Date Maturity Prepayment 12/31/97 1998 1997
- --------------------- -------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
5540 W. 103rd St.
Oak Lawn, IL (A) 10.875% October $356,453 No prepayment $ 3,649 $ - 368,656
2000 before 10/97
5009 & 5013 Florence Ave.
Downers Grove, IL (B) 9.750% April 374,996 60 days notice 3,557 - 396,558
2002 & 3% penalty
7432 Washington
Forest Park, IL (C) 10.000% July 193,143 At any time 1,610 - 193,142
2001 without penalty
$ - 958,356
=========== ===========
</TABLE>
-18-
INLAND MORTGAGE INVESTORS FUND III, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(A) On June 5, 1998, the loan collateralized by the property located at 5540 W.
103rd Street, Oak Lawn, Illinois was prepaid by the borrower. The total
proceeds received were $381,904, which represented the loan balance,
accrued interest and a prepayment penalty of $11,013. The proceeds were
distributed to the Limited Partners in July 1998.
(B) On August 14, 1998, the loan collateralized by the property located at 5009
and 5013 Florence Avenue, Downers Grove, Illinois was prepaid by the
borrower. The total proceeds received were $405,058, which represented the
loan balance, accrued interest and a prepayment penalty of $9,845. The
proceeds were distributed to the Limited Partners in October 1998.
(C) On October 1, 1998, an Affiliate of the General Partner purchased the loan
collateralized by the property located at 7432 Washington, Forest Park,
Illinois from the Partnership for 100% of its outstanding principal balance
of $124,571 plus accrued interest. The proceeds were distributed to the
Limited Partners in October 1998.
-19-
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no disagreements on accounting or financial disclosure during 1998.
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partner of the Partnership, Inland Real Estate Investment
Corporation, was organized in 1984 for the purpose of acting as general partner
of limited partnerships formed to acquire, own and operate real property, and
make and acquire loans collateralized by mortgages on improved, income
producing multi-family residential properties. The General Partner is a
wholly-owned subsidiary of The Inland Group, Inc. In 1990, Inland Real Estate
Investment Corporation became the replacement General Partner for an additional
301 privately-offered real estate limited partnerships syndicated by
Affiliates. The General Partner has responsibility for all aspects of the
Partnership's operations. The relationship of the General Partner to its
Affiliates is described under the caption "Conflicts of Interest" at pages 10
and 11 of the Prospectus, incorporated herein by reference.
Officers and Directors
The officers, directors and key employees of The Inland Group, Inc. and its
Affiliates ("Inland") that are likely to provide services to the Partnership
are as follows:
Functional Title
Daniel L. Goodwin.......... Chairman and Chief Executive Officer
Robert H. Baum............. Executive Vice President-General Counsel
G. Joseph Cosenza.......... Senior Vice President-Acquisitions
Robert D. Parks............ Senior Vice President-Investments
Brenda G. Gujral........... President and Chief Operating Officer-IREIC
Catherine L. Lynch......... Treasurer
Roberta S. Matlin.......... Assistant Vice President-Investments
Mark Zalatoris............. Assistant Vice President-Due Diligence
Patricia A. Challenger..... Vice President-Asset Management
Frances C. Panico.......... Vice President-Mortgage Corporation
Raymond E. Petersen........ Vice President-Mortgage Corporation
Paul J. Wheeler............ Vice President-Personal Financial Services Group
Kelly Tucek................ Assistant Vice President-Partnership Accounting
Venton J. Carlston......... Assistant Controller
-20-
DANIEL L. GOODWIN (age 55) is Chairman of the Board of Directors of The
Inland Group, Inc., a billion-dollar real estate and financial organization
located in Oak Brook, Illinois. Among Inland's subsidiaries is the largest
property management firm in Illinois and one of the largest commercial real
estate and mortgage banking firms in the Midwest.
Mr. Goodwin has served as Director of the Avenue Bank of Oak Park and as a
director of the Continental Bank of Oakbrook Terrace. He was Chairman of the
Bank Holding Company of American National Bank of DuPage. Currently he is the
Chairman of the Board of Inland Mortgage Investment Corporation.
Mr. Goodwin has been in the housing industry for more than 28 years, and has
demonstrated a lifelong interest in housing-related issues. He is a licensed
real estate broker and a member of the National Association of Realtors. Mr.
Goodwin has developed thousands of housing units in the Midwest, New England,
Florida, and the Southwest. He is also the author of a nationally recognized
real estate reference book for the management of residential properties.
Mr. Goodwin has served on the Board of the Illinois State Affordable Housing
Trust Fund for the past six years. He is an advisor for the Office of Housing
Coordination Services of the State of Illinois, and a member of the Seniors
Housing Committee of the National Multi-Housing Council. Recently, Governor
Edgar appointed Mr. Goodwin as Chairman of the Housing Production Committee for
the Illinois State Affordable Housing Conference. He also served as a member
of the Cook County Commissioner's Economic Housing Development Committee, and
he was the Chairman of the DuPage County Affordable Housing Task Force. The
1992 Catholic Charities Award was presented to Mr. Goodwin for his work in
addressing affordable housing needs. The City of Hope designated him as the
Man of the Year for the Illinois construction industry. In 1989, the Chicago
Metropolitan Coalition on Aging presented Mr. Goodwin with an award in
recognition of his efforts in making housing more affordable to Chicago's
Senior Citizens. On May 4, 1995, PADS, Inc. (Public Action to Deliver Shelter)
presented Mr. Goodwin with an award, recognizing The Inland Group as the
leading corporate provider of transitional housing for the homeless people of
DuPage County. Mr. Goodwin also serves as Chairman of New Directions Housing
Corporation, a leading provider of affordable housing in northern Illinois.
Mr. Goodwin is a product of Chicago-area schools, and obtained his Bachelor's
and Master's Degrees from Illinois Universities. Following graduation, he
taught for five years in the Chicago Public Schools. His commitment to
education has continued through his work with the BBF Family Services' Pilot
Elementary School in Chicago, and the development of the Inland Vocational
Training Center for the Handicapped located at Little City in Palatine,
Illinois. He personally established an endowment which funds a perpetual
scholarship program for inner-city disadvantaged youth. In 1990 he received
the Northeastern Illinois University President's Meritorious Service Award.
Mr. Goodwin holds a Master's Degree in Education from Northern Illinois
University, and in 1986, he was awarded an Honorary Doctorate from Northeastern
Illinois University College of Education. More than 12 years ago, under Mr.
Goodwin's direction, Inland instituted a program to educate disabled students
about the workplace. Most of these original students are still employed at
Inland today, and Inland continues as one of the largest employers of the
disabled in DuPage County. Mr. Goodwin has served as a member of the Board of
Governors of Illinois State Colleges and Universities, and he is currently a
trustee of Benedictine University. He was elected Chairman of the Northeastern
Illinois University Board of Trustees in January 1996.
-21-
In 1988 he received the Outstanding Business Leader Award from the Oak Brook
Jaycees and in March 1994, he won the Excellence in Business Award from the
DuPage Area Association of Business and Industry. Additionally, he was honored
with a dinner sponsored by Little Friends on May 17, 1995 for rescuing their
Parent-Handicapped Infant Program when they lost their lease. He was the
recipient of the 1995 March of Dimes Life Achievement Award and was recently
recognized as the 1998 Corporate Leader of the Year by the Oak Brook Area
Association of Commerce and Industry. The Ray Graham Association for People
with Disabilities honored Mr. Goodwin as the 1999 Employer of the Year. For
many years, he has been Chairman of the National Football League Players
Association Mackey Awards for the benefit of inner-city youth and he served as
the recent Chairman of the Speakers Club of the Illinois House of
Representatives.
ROBERT H. BAUM (age 55) has been with The Inland Group, Inc. and its
affiliates since 1968 and is one of the four original principals. Mr. Baum is
Vice Chairman and Executive Vice President-General Counsel of The Inland Group,
Inc. In his capacity as General Counsel, Mr. Baum is responsible for the
supervision of the legal activities of The Inland Group, Inc. and its
affiliates. This responsibility includes the supervision of The Inland Law
Department and serving as liaison with outside counsel. Mr. Baum has served as
a member of the North American Securities Administrators Association Real
Estate Advisory Committee and as a member of the Securities Advisory Committee
to the Secretary of State of Illinois. He is a member of the American
Corporation Counsel Association and has also been a guest lecturer for the
Illinois State Bar Association. Mr. Baum has been admitted to practice before
the Supreme Court of the United States, as well as the bars of several federal
courts of appeals and federal district courts and the State of Illinois. He
received his B.S. Degree from the University of Wisconsin and his J.D. Degree
from Northwestern University School of Law. Mr. Baum has served as a director
of American National Bank of DuPage and currently serves as a director of
Westbank. Mr. Baum also is a member of the Governing Council of Wellness
House, a charitable organization that provides emotional support for cancer
patients and their families.
G. JOSEPH COSENZA (age 55) has been with The Inland Group, Inc. and its
affiliates since 1968 and is one of the four original principals. Mr. Cosenza
is a Director and Vice Chairman of The Inland Group, Inc. and oversees,
coordinates and directs Inland's many enterprises. In addition, Mr. Cosenza
immediately supervises a staff of nine persons who engage in property
acquisition. Mr. Cosenza has been a consultant to other real estate entities
and lending institutions on property appraisal methods.
Mr. Cosenza received his B.A. Degree from Northeastern Illinois University and
his M.S. Degree from Northern Illinois University. From 1967 to 1968, he
taught at the LaGrange School District in Hodgkins, Illinois and from 1968 to
1972, he served as Assistant Principal and taught in the Wheeling, Illinois
School District. Mr. Cosenza has been a licensed real estate broker since 1968
and an active member of various national and local real estate associations,
including the National Association of Realtors and the Urban Land Institute.
Mr. Cosenza has also been Chairman of the Board of American National Bank of
DuPage, and has served on the Board of Directors of Continental Bank of
Oakbrook Terrace. He is presently a Director on the Board of Westbank in
Westchester and Hillside, Illinois.
-22-
ROBERT D. PARKS (age 55) is a Director of The Inland Group, Inc.,
President, Chairman and Chief Executive Officer of Inland Real Estate
Investment Corporation and President, Chief Executive Officer, Chief Operating
Officer and Affiliated Director of Inland Real Estate Corporation.
Mr. Parks is responsible for the ongoing administration of existing investment
programs, corporate budgeting and administration for Inland Real Estate
Investment Corporation. He oversees and coordinates the marketing of all
investments and investor relations.
Prior to joining Inland, Mr. Parks was a school teacher in Chicago's public
schools. He received his B.A. degree from Northeastern Illinois University and
his M.A. degree from the University of Chicago. He is a member of the Real
Estate Investment Association and a member of NAREIT.
BRENDA G. GUJRAL (age 56) is President and Chief Operating Officer of
Inland Real Estate Investment Corporation (IREIC), the parent company of the
Advisor. She is also President and Chief Operating Officer of the Dealer-
Manager, Inland Securities Corporation (ISC), a member firm of the National
Association of Securities Dealers (NASD).
Mrs. Gujral has overall responsibility for the operations of IREIC, including
the distribution of checks to over 50,000 investors, review of periodic
communications to those investors, the filing of quarterly and annual reports
for Inland's publicly registered investment programs with the Securities and
Exchange Commission, compliance with other SEC and NASD securities regulations
both for IREIC and ISC, review of asset management activities, and marketing
and communications with the independent broker/dealer firms selling Inland's
current and prior programs. Mrs. Gujral works with internal and outside legal
counsel in structuring and registering the prospectuses for IREIC's investment
programs.
Mrs. Gujral has been with Inland for 18 years, becoming an officer in 1982.
Prior to joining Inland, she worked for the Land Use Planning Commission
establishing an office in Portland, Oregon, to implement land use legislation
for that state.
She is a graduate of California State University. She holds Series 7, 22, 39
and 63 licenses from the NASD and is a member of the National Association of
Real Estate Investment Trusts (NAREIT) and the National Association of Female
Executives.
CATHERINE L. LYNCH (age 40) joined Inland in 1989 and is the Treasurer of
Inland Real Estate Investment Corporation. Ms. Lynch is responsible for
managing the Corporate Accounting Department. Prior to joining Inland, Ms.
Lynch worked in the field of public accounting for KPMG Peat Marwick since
1980. She received her B.S. degree in Accounting from Illinois State
University. Ms. Lynch is a Certified Public Accountant and a member of the
American Institute of Certified Public Accountants and the Illinois CPA
Society. She is registered with the National Association of Securities Dealers
as a Financial Operations Principal.
-23-
ROBERTA S. MATLIN (age 54) joined Inland in 1984 as Director of Investor
Administration and currently serves as Senior Vice President-Investments.
Prior to that, Ms. Matlin spent 11 years with the Chicago Region of the Social
Security Administration of the United States Department of Health and Human
Services. She is a Director of Inland Real Estate Investment Corporation,
Inland Securities Corporation, and Inland Real Estate Advisory Services, Inc.
As Senior Vice President-Investments, she directs the day-to-day internal
operations of the General Partner. Ms. Matlin received her B.A. degree from
the University of Illinois. She is registered with the National Association of
Securities Dealers, Inc. as a General Securities Principal.
MARK ZALATORIS (age 41) joined Inland in 1985 and currently serves as Vice
President of Inland Real Estate Investment Corporation. His responsibilities
include the coordination of due diligence activities by selling broker/dealers
and is also involved with limited partnership asset management including the
mortgage funds. Mr. Zalatoris is a graduate of the University of Illinois
where he received a Bachelors degree in Finance and a Masters degree in
Accounting and Taxation. He is a Certified Public Accountant and holds a
General Securities License with Inland Securities Corporation.
PATRICIA A. CHALLENGER (age 46) joined Inland in 1985. Ms. Challenger
serves as Senior Vice President of Inland Real Estate Investment Corporation in
the area of Asset Management. As head of the Asset Management Department, she
develops operating and disposition strategies for all investment-owned
properties. Ms. Challenger received her Bachelor's degree from George
Washington University and her Master's from Virginia Tech University. Ms.
Challenger was selected and served from 1980-1984 as Presidential Management
Intern, where she was part of a special government-wide task force to eliminate
waste, fraud and abuse in government contracting and also served as Senior
Contract Specialist responsible for capital improvements in 109 government
properties. Ms. Challenger is a licensed real estate broker, NASD registered
securities sales representative and is a member of the Urban Land Institute.
FRANCES C. PANICO (age 49) joined Inland in 1972 after earning a B.A.
degree from Northern Illinois University in Business and Communication. She is
currently President of Inland Mortgage Servicing Corporation, Sr. Vice
President of Inland Mortgage Investment Corporation and Sr. Vice President of
Inland Mortgage Corporation. Ms. Panico oversees the operation of loan
services, which has a loan portfolio in excess of $430 million. She is a
member of the loan committee which approves loans funded by IMIC and IMC. She
monitors IMIC's assets, and is the business person in charge of loans in
foreclosure. She previously served on the Board of Directors for Burbank State
Bank and supervised the origination, processing and underwriting of single-
family mortgages. Ms. Panico also packaged and sold loans to Freddie Mac.
-24-
RAYMOND E. PETERSEN (age 59) joined Inland in 1981. Mr. Petersen is
responsible for the selection and approval of all corporate and limited
partnership financing, as well as for the daily supervision of the commercial
lending activity of Inland Mortgage Corporation where he is President. For
the six years prior to joining Inland, Mr. Petersen was affiliated with the
mortgage banking firm of Downs, Mohl Mortgage Corporation, serving as President
and Chief Executive Officer. Previously he was also associated with the
mortgage banking houses of B.B. Cohen & Company and Percy Wilson Mortgage and
Finance Corporation. Mr. Petersen's professional credentials include a B.A.
degree from DePaul University, senior membership in the National Association of
Review Appraisers, state licensed as a real estate broker and licensed
securities representative. Mr. Petersen was also a Director and Chairman of
the Asset and Liability Committee of American National Bank of Downers Grove
and is currently a Director of Westbank of Westchester, Illinois.
PAUL J. WHEELER (age 46) joined Inland in 1982 and is currently the
President of Inland Real Estate Equities, Inc., the entity responsible for all
corporately owned real estate. Mr. Wheeler received his B.A. degree in
Economics from DePauw University and an M.B.A. in Finance/Accounting from
Northwestern University. Mr. Wheeler is a Certified Public Accountant and
licensed real estate broker. For three years prior to joining Inland, Mr.
Wheeler was Vice President/Finance at the real estate brokerage firm of Quinlan
& Tyson, Inc.
KELLY TUCEK (age 36) joined Inland in 1989 and is an Assistant Vice
President of Inland Real Estate Investment Corporation. As of August 1996, Ms.
Tucek is responsible for the Investment Accounting Department which includes
all public partnership accounting functions along with quarterly and annual SEC
filings. Prior to joining Inland, Ms. Tucek was on the audit staff of Coopers
and Lybrand since 1984. She received her B.A. Degree in Accounting and
Computer Science from North Central College.
VENTON J. CARLSTON (age 41) joined Inland in 1985 and is the Assistant
Controller of Inland Real Estate Investment Corporation where he supervises the
corporate bookkeeping staff and is responsible for financial statement
preparation and budgeting for Inland Real Estate Investment Corporation and its
subsidiaries. Prior to joining Inland, Mr. Carlston was a partnership
accountant with JMB Realty. He received his B.S. degree in Accounting from
Southern Illinois University. Mr. Carlston is a Certified Public Accountant
and a member of the Illinois CPA Society. He is registered with the National
Association of Securities Dealers, Inc. as a Financial Operations Principal.
-25-
Item 11. Executive Compensation
The General Partner was entitled to receive a share of cash distributions, when
and as cash distributions were made to the Limited Partners, and a share of
profits or losses as described under the caption "Cash Distributions" at pages
34 and 35, "Allocation of Profits or Losses" on page 34 of the Prospectus and
at pages A-6 through A-8 of the Partnership Agreement, included as an exhibit
to the Prospectus, incorporated herein by reference.
The Partnership was permitted to engage in various transactions involving
Affiliates of the General Partner of the Partnership, as described under the
captions "Compensation and Fees" on pages 7 through 9, "Conflicts of Interest"
on pages 9 through 11 of the Prospectus and at pages A-10 through A-19 of the
Partnership Agreement, included as an exhibit to the Prospectus, which is
hereby incorporated herein by reference. The relationship of the General
Partner (and its directors and officers) to its Affiliates is set forth above
in Item 10.
The General Partner was also entitled to reimbursement for salaries and direct
expenses of employees for the administration of the Partnership. In 1998,
costs relating to such services were $18,772, all of which was paid.
A subsidiary of the General Partner earned mortgage servicing fees of $1,520 in
1998, in connection with servicing the Partnership's mortgage loans receivable.
-26-
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Liquidity Plan (page 18 of the Prospectus of the Partnership dated
January 9, 1989, which is incorporated herein by reference) owned the
following Units of the Partnership:
Amount and Nature
of Beneficial Percentage
Title of Class Ownership of Class
-------------- ----------------- ----------
Limited Partnership 379.97 Units, Directly 6.70%
Units
(b) The officers and directors of the General Partner of the Partnership
owned as a group the following Units of the Partnership:
Amount and Nature
of Beneficial Percentage
Title of Class Ownership of Class
-------------- ----------------- ----------
Limited Partnership One Unit directly Less than 1%
Units
No officer or director of the General Partner of the Partnership
possessed a right to acquire beneficial ownership of Units of the
Partnership.
All of the outstanding shares of the General Partner of the Partnership
were owned by an Affiliate of its officers and directors as set forth in
Item 10.
(c) There existed no arrangement, known to the Partnership, the operation of
which may have, at a subsequent date, resulted in a change in control of
the Partnership.
Item 13. Certain Relationships and Related Transactions
There were no significant transactions or business relationships with the
General Partner, Affiliates or their management other than those described in
Items 10 and 11 above. Reference is made to Note 2 of the Notes to Financial
Statements (Item 8 of this Annual Report).
-27-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The Financial Statements listed in the index on page 8 of this Annual
Report are filed as part of this Annual Report.
(b) Exhibits. The following documents are filed as part of this Report:
3 Amended and Restated Agreement of Limited Partnership and
Certificate of Limited Partnership, included as Exhibit A and B to the
Prospectus dated January 9, 1989, as supplemented, are incorporated
herein by reference thereto.
4 Form of Certificate of Ownership representing interests in the
registrant filed as Exhibit 4 to Registration Statement on Form S-11,
File No. 33-24994, is incorporated herein by reference thereto.
28 Prospectus dated January 9, 1989, as supplemented, included in
Post-effective Amendment No. 1 to Form S-11 Registration Statement,
File No. 33-24994, is incorporated herein by reference thereto.
(c) Financial Statement Schedules:
All schedules have been omitted as the required information is
inapplicable or the information is presented in the financial
statements or related notes.
(d) Reports on Form 8-K:
None
No Annual Report or proxy material for the year 1998 has been sent to the
Partners of the Partnership. An Annual Report will be sent to the Partners
subsequent to this filing and the Partnership will furnish copies of such
report to the Commission when it is sent to the Partners.
-28-
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.
INLAND MORTGAGE INVESTORS FUND III, L.P.
Inland Real Estate Investment Corporation
General Partner
/s/ Robert D. Parks
By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 22, 1999
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 and on the dates indicated:
By: Inland Real Estate Investment Corporation
General Partner
/s/ Robert D. Parks
By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 22, 1999
/s/ Mark Zalatoris
By: Mark Zalatoris
Vice President
Date: March 22, 1999
/s/ Kelly Tucek
By: Kelly Tucek
Principal Financial Officer
and Principal Accounting Officer
Date: March 22, 1999
/s/ Daniel L. Goodwin
By: Daniel L. Goodwin
Director
Date: March 22, 1999
/s/ Robert H. Baum
By: Robert H. Baum
Director
Date: March 22, 1999
-29-
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