<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
- ---
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996.
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
- ---
OF 1934.
COMMISSION FILE NUMBER: 0-18454 (FORMERLY 33-26759)
SOUTHEAST ACQUISITIONS III, L.P.
(Name of issuer in its charter)
Delaware 23-2532708
(State of incorporation or (IRS Employer Identification
organization) Number)
250 King of Prussia Road, Radnor, Pennsylvania 19087
(Address of principal executive offices) (Zip Code)
Issuer's telephone no., including area code: (610) 964-7234
Securities registered pursuant to Section 12(b) of the Act.
Name of each exchange
Title of each Class on which registered
------------------- -------------------
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units $1,000 Per Unit
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
--- ---
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained in this form, and no disclosure will 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
---
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SOUTHEAST ACQUISITIONS III, L.P.
FORM 10-K
TABLE OF CONTENTS
ITEM
PART I
Item 1. Business
Background....................................... 4
Material Recent Developments..................... 4
Employees........................................ 4
Competition...................................... 5
Trademarks and Patents........................... 5
Item 2. Properties................................................ 5
Item 3. Legal Proceedings......................................... 7
Item 4. Submission of Matters to a Vote of Security
Holders....................................... 8
PART II
Item 5. Market for the Partnership's Units of Limited
Partnership Interest and Related Security
Holder Matters................................ 7
Item 6. Selected Financial Data................................... 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Background....................................... 9
Results of Operations............................ 9
Liquidity and Capital Resources.................. 10
Item 8. Financial Statements and Supplementary Data............... 10
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.................... 10
PART III
Item 10. Directors and Executive Officers of the
Partnership.............................................. 11
2
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Item 11. Executive Compensation.................................... 12
Item 12. Security Ownership of Certain Beneficial
Owners and Management
(a) Security Ownership of Certain
Beneficial owners....................... 12
(b) Security Ownership of Management........ 12
(c) Changes in Control...................... 12
Item 13. Certain Relationships and Related Transactions........... 13
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K....................................... 13
SIGNATURES............................................................ 15
3
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PART I
ITEM 1. BUSINESS
Background
Southeast Acquisitions III, L.P. (the "Partnership") was
formed on November 4, 1988, as a Delaware limited partnership. On January 18,
1989, Southeast Acquisitions, Inc., the general partner of the Partnership (the
"General Partner"), and F M Initial, Inc., the initial limited partner (the
"Initial Limited Partner"), contributed $1,000 and $100 respectively, to the
Partnership. The Partnership's public offering of 12,400 Units of limited
partnership interest ("Units") commenced on May 2, 1989 and ended on August 29,
1989, when all 12,400 Units were sold.
The Partnership purchased the following five parcels of
unimproved land in 1989: 211 acres in Fulton County, Georgia; 265 acres in Henry
County, Georgia; 24 acres in Nashville, Tennessee; 48 acres in Fort Myers,
Florida, and 51 acres in Columbia, South Carolina. The Partnership's primary
business objective is to realize appreciation in the value of the five parcels
of unimproved land (each a "Property", collectively the "Properties"), by
holding the Properties for investment and eventual sale, although there is no
assurance that this will be attained.
The General Partner has the right to sell the Properties
without the consent of the Limited Partners if the net proceeds of the sale will
be sufficient to return the Limited Partners' Capital Contribution plus their
10% Non-Compounded Cumulative Annual Return. The General Partner believes that
the Partnership's cash reserves will be sufficient to last for an additional
four years, assuming no significant increases in expenses and no funding for the
construction of sewer to the Fulton County Property. However, if the reserves
are exhausted and the Partnership is unable to borrow funds, the Partnership may
have to sell the Properties on unfavorable terms.
The General Partner has no plans to develop the Properties,
except for activities including rezoning, land planning, market surveys and
other activities necessary to prepare the Properties for sale. There can be no
assurance that necessary funds would be available should it be desirable for the
Partnership to improve the Properties to facilitate their sale.
Material Recent Developments
None
Employees
The Partnership presently has no employees. The General
Partner manages and controls the affairs of the Partnership. (See Part III, Item
10, Directors and Executive Officers of the Partnership).
4
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Competition
The General Partner believes that there is significant direct
competition within a five mile radius of any of the Properties. The Properties
are located in four distinct areas of Southeastern United States.
Trademarks and Patents
The Partnership has no trademarks or patents.
ITEM 2. PROPERTIES
The Partnership owns 4 tracts of undeveloped land consisting
of approximately 211 acres in Fulton County, Georgia, 234 acres in Henry County,
48 acres in Fort Myers, Florida and 50 acres in Columbia, South Carolina as
described in Item 1 Business, Background.
The Fulton County, Georgia property consists of 211 acres of
multi-zoned undeveloped land located at the northeast and southeast quadrants of
the intersection of State Route 92 (Campbellton-Fairburn Road) and the South
Fulton Parkway . The property has approximately 6,000 feet of frontage along
State 92 on its east side, 1,955 feet of frontage on Red Mill Road and 3,345
feet of frontage on Thompson Road. Both Red Mill and Thompson Roads are paved
and intersect with State Route 92 south and north, respectively, of the South
Fulton Parkway. The portion of the South Fulton Parkway which intersects the
property provides the site with direct access to both 1-85 and 1-285, major
north-south arteries. The property is currently the only non-residentially zoned
land in the immediate surrounding area. Approximately 108 acres are located at
the northeast quadrant of the State Route 92 and South Fulton Parkway
intersection, of which 22 acres are zoned C-1 Commercial, 52 are zoned M-lA
Industrial Park, and 34 acres are zoned a Multi-Family Apartment. Approximately
103 acres are located at the southeast quadrant of State Route 92 and South
Fulton Parkway intersection of which 38 acres are zoned C-1 Commercial, 47 are
zoned M-lA Industrial Park, and 18 acres are zoned 0-1 Office Institutional.
All utilities are available to the property except sewer
facilities. The Partnership may bring a sewer trunk line to the property from an
existing line north of the property. It is estimated that the cost to bring the
trunk line on-site will be approximately $200,000. The Partnership has no other
plans for the development of this property. The General Partner will have the
sole discretion to decide whether the Partnership should develop the property to
facilitate sales.
During 1996, the General Partner commissioned an appraisal of
this property which resulted in a current appraised value of $1,350,000. The
General Partner reviewed the conclusions of the 1996 appraisal and conducted
extensive interviews with real estate marketing and development professionals in
the Atlanta Market. A demand for the Fulton County Property, as zoned, has not
developed over the past seven years and is not expected to materialize in the
near term. The General Partner believes that the 1996 appraisal is a reasonable
approximation of the current value of the Property.
5
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The Henry County, Georgia Property, after the sale of
approximately 20 acres during 1990 and 1991, and an additional 11 acres in 1996
consists of approximately 234 acres of undeveloped land, zoned M-1 Light
Industrial. The Property fronts on I-75, State Route 23/42 and Bethlehem Road
and a significant portion has rail access via the Southern Railroad. The land is
irregular in shape and is generally rolling with a fair amount of woods located
throughout the property. The property has approximately 2,160 feet of frontage
along 1-75 on its western side, 3,700 feet of frontage along State Road 23/42 on
its eastern side, 7,850 feet of frontage along Bethlehem Road through the
interior of the property, and approximately 4,100 feet of frontage on Southern
Railroad rails on its eastern side.
All utilities, except sewer facilities, are presently
available to the property, including a 16-inch county water line. The General
Partner does not believe that the availability of sewers is considered necessary
for the property as septic tanks can be adequately utilized in this area.
The property is divided into two parcels. The parcels are
separated by an 80 foot wide industrial boulevard. The larger parcel is located
on the northern side of the road with the remaining acres on the southern side.
The most highly prized part of the property is the northern acres because of the
access to the Southern Railroad rail line.
During 1996, the General Partner commissioned an appraisal of
this property which resulted in a current appraised value of $1,700,000. The
General Partner reviewed the conclusions of the 1996 appraisal and conducted
extensive interviews with real estate marketing and development professionals in
the Atlanta market. The current industrial real estate market conditions suggest
an extremely protracted development of the Property if parcels are to be sold to
large industrial users.
In late March, 1997, the Partnership executed an agreement to
sell all 234 acres for $10,000 an acre. It is expected that this sale will close
during the third quarter of 1997.
The Nashville, Tennessee property consisting of approximately
24 acres was sold during 1995.
The Fort Myers, Florida property consists of 48 acres of
undeveloped land located one mile south of the Summerlin Road/ Winkler Road
intersection. Approximately 38 acres are generally level farm land with the
remaining 10 acres heavily wooded. The property lies within federally designated
Flood Hazard Zone A-12 which will require increasing the elevation of home sites
by approximately three feet.
The property is currently zoned AG Agricultural which
designation is considered to be a "holding" classification until such time as
the property can be rezoned to permit a more intensive development. The property
is also classified as "Suburban" under the Lee County Comprehensive Land Use
Plan. The "Suburban" areas are characterized as being predominantly residential
areas that are either on the fringe of the central urban areas or in areas where
it is appropriate to protect existing residential neighborhoods.
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All utilities including sewer and water are presently
available to the property for a high density residential use. The General
Partner believes the availability of sewer and water to this property is an
important factor since both sewer and water facilities are necessary before a
building permit can be issued in Lee County.
During 1996, the General Partner commissioned an appraisal of
this Property which resulted in a current appraised value of $1,395,000. The
General Partner has reviewed the assumptions and conclusions of the appraisal
report and believes that the appraisal is a reasonable approximation of the
current value of the Property.
The Columbia, South Carolina property after the sale of 1 acre
during 1994, consists of 50 acres of undeveloped land generally rectangular in
shape and heavily wooded with a sloping topography. The property has an
abundance of paved frontage on three sides with 1,350 feet on U.S. Highway 176;
782 feet on County Road 286; 265 feet on County Road 385; and 1,790 feet on a
new county road.
All utilities including a sewer line on the property and
county water less than a mile west are presently available to the property for
commercial use.
During 1996, the General Partner commissioned an appraisal of
this property which resulted in a current appraised value of $740,000. The
General Partner has reviewed the assumptions and conclusions of the 1996
appraisal, had discussions with local real estate professionals and developers,
and believes that the appraisal is a reasonable approximation of the current
value of the Property.
During February, 1997, the Partnership executed an agreement
to sell 6.5 acres for $31,000 an acre. It is expected that this sale will close
during the second quarter of 1997.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not a direct party to, nor is the
Partnership's Property directly the subject of, any material legal proceedings.
However, on November 6, 1992, the Commonwealth Court of Pennsylvania issued an
order placing The Fidelity Mutual Life Insurance Company ("Fidelity Mutual"),
the indirect parent of the General Partner of the Partnership, into
rehabilitation under the control and authority of the Pennsylvania Insurance
Commissioner pursuant to the provisions of the Pennsylvania Insurance Department
Act, 40 P.S. Section 221.1 et seq. The Partnership is not a direct party to the
order, but ownership of the stock of (and consequently control of) the General
Partner is vested in the Insurance Commissioner pursuant to the order.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during
the fiscal year ended December 31, 1996.
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PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S UNITS OF LIMITED PARTNERSHIP
INTEREST AND RELATED SECURITY HOLDER MATTERS
There is no established public trading market for the Units
and it is not anticipated that any will develop in the future. The Partnership
commenced an offering to the public on May 2, 1989 of 12,400 Units of limited
partnership interests. The offering of 12,400 Units fully subscribed and
terminated on August 29, 1989. As of December 31, 1996, there were 780 limited
partners in the Partnership.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended
December 31 December 31 December 31 December 31 December 31
1996 1995 1994 1993 1992
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Operating
Revenues $ 131,091 $ 438,539 $ 44,179 $ 17,681 $ 24,010
Net Income (Loss) $(4,306,098)* $ 362,771 $ (50,782) $ (86,429) $ (55,919)
Net Income (Loss)
per Unit of
Limited
Interest $ (347.27) $ 29.26 $ (4.10) $ (6.97) $ (4.51)
</TABLE>
<TABLE>
<CAPTION>
December 31 December 31 December 31 December 31 December 31
1996 1995 1994 1993 1992
---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Total Assets $4,517,058* $9,180,938 $10,377,257 $10,430,156 $10,537,531
Long Term
Obligations None None None None None
Cash Distributions
Declared per Unit
of Limited
Partnership
Interest None $ 125 None None None
</TABLE>
*Includes provision for loss on land of $4,348,886.
8
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Background
The Partnership was formed to acquire and realize appreciation
in the Property by holding it for investment and eventual sale; however, there
can be no assurance that the Partnership's objectives will be realized.
Results of Operations
The Partnership had no operations from the date of its
formation on November 4, 1988 until June 1, 1989 when it acquired the first
Property and sold 6,215 Units of limited partnership interest. During 1989 the
Partnership acquired four additional Properties and sold 6,185 additional Units
of limited partnership interest. The Partnership had no other significant
operations.
The Partnership's activities for fiscal year 1996 were
primarily focused on attempting to sell certain of the Properties. During 1996,
the Partnership sold 11 acres of the Henry County, Georgia property for a gain
of $103,294. Revenues for 1996 consisted of timber revenues of $14,199, interest
income of $12,373 and partnership transfer fees of $1,225. Expenses for 1996
consisted of general and administrative costs of $27,136, management fees of
$24,886, real estate taxes of $35,773 and insurance costs of $508.
The Partnership's activities for fiscal year 1995 were
primarily focused on attempting to sell certain of the Properties. During 1995
the Partnership sold all 24 acres of the Nashville, Tennessee parcel for a gain
of $410,858. Revenues for 1995 consisted of interest income of $26,706 and
partnership transfer fees of $975. Expenses for 1995 consisted of general and
administrative costs of $13,469, management fees of $24,886, real estate taxes
of $36,835 and insurance costs of $578.
The Partnership's activities for fiscal year 1994 were
primarily focused on attempting to sell certain of the Properties. During 1994
the Partnership sold 1 acre of the Columbia, South Carolina, Property for a net
profit of $24,894. Revenues for 1994 consisted of interest income of $18,360 and
partnership transfer fees of $925. Expenses for 1994 consisted primarily of
general and administrative costs of $14,220, management fees of $24,886, real
estate taxes of $47,952, and insurance of $6,653.
Inflation did not have any material impact on operations
during 1996 and it is not expected to materially impact future operations.
9
<PAGE> 10
Liquidity and Capital Resources
The Partnership commenced an offering to the public of 12,400
Units of limited partnership interests at $1,000 per Unit on May 2, 1989. The
offering of $12,400,000 was fully subscribed and closed on August 29, 1989. The
offering raised $12,373,480 for the Partnership before payment of the expenses
of the offering. An affiliate of the General Partner acquired 313 Units for a
purchase price of $286,557 or $915 per Unit, representing the $1,000 per Unit
offering price minus fees which would have been paid to other affiliates of the
General Partner.
The Partnership had cash reserves of $359,293 at December 31,
1996, which will be used to cover the following estimated annual costs: $16,194
annual administration fee to the General Partner (1997 only), $13,000 per year
for auditing, accounting, tax and other administrative services, $550 per year
for insurance and $36,000 per year for real estate taxes. In the General
Partner's opinion, the Partnership's reserves will be sufficient for an
additional three years. However, if additional expenses are incurred or if the
Partnership goes forward with the construction to bring sewer to the Fulton
County Property then the reserves may be inadequate to cover the Partnership's
operating expenses. If the reserves are exhausted, the Partnership may have to
dispose of some of the Property or incur indebtedness on unfavorable terms.
ITEM 8. FINANCIAL STATES AND SUPPLEMENTARY DATA
The Partnership's financial statements for the years ended
December 31, 1996 and 1995 together with the report of the Partnership's
independent auditors, Ernst & Young LLP, is included in this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Partnership does not have any directors or officers. The
General Partner manages and controls the affairs of the Partnership and has
responsibility for all aspects of the Partnership's operations. The current
executive officers and directors of the General Partner are identified and
described below. officers and directors serve until their successors have been
elected.
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Arthur W. Mullin is a Director, President and Treasurer of the
General Partner. Mr. Mullin is also an officer and director of various other
subsidiaries of Fidelity Mutual. Mr. Mullin was appointed Senior Vice President
and Director of Real Estate for Fidelity Mutual in June 1993 and served in that
capacity until January 31, 1995. He is currently President of KMR Management,
Inc., a management advisory firm which provides advise to corporations and
institutions regarding corporate, financial and real estate matters. Before
joining Fidelity Mutual, Mr. Mullin served as President of KMR Management, Inc.
Mr. Mullin received a B.S. in Political Science and a M.S. in Education from St.
Joseph's University, Philadelphia, Pennsylvania.
William S. Taylor is Director and Vice President of the
General Partner. Mr. Taylor is also an officer and director of various other
subsidiaries of Fidelity Mutual. Mr. Taylor is the Deputy Insurance Commissioner
for Liquidations, Rehabilitations and Special Funds for the Commonwealth of
Pennsylvania. Mr. Taylor has a bachelor's degree in Economics from Elizabethtown
College and a masters degree in Governmental Administration from the University
of Pennsylvania.
James W. Kelican, Jr., CPM, is a Director and Vice President
of the General Partner. Mr. Kelican is also an officer and director of various
other subsidiaries of Fidelity Mutual. Mr. Kelican was appointed Vice President
- - Real Estate for Fidelity Mutual in July, 1993 and Senior Vice President and
Director of Real Estate in October 1994. Mr. Kelican has a B.S. in Business
Administration from Drexel University, Philadelphia, Pennsylvania and has the
title of Certified Property Manager from the Institute of Real Estate Management
of the National Association of Realtors.
Robert Bixler is Secretary of the General Partner. Mr. Bixler
is also Secretary of various other subsidiaries of Fidelity Mutual. Mr. Bixler
is a Vice President and Associate Counsel of Fidelity Mutual. Mr. Bixler
received his A.B. degree in Economics from Temple University, and his J.D.
degree from Temple University Law School, Philadelphia, PA. He is a member of
the American Bar Association and the Philadelphia Bar Association.
Margaret Tamasitis is Assistant Secretary of the General
Partner. Ms. Tamasitis is also Assistant Secretary of various other
subsidiaries. Ms. Tamasitis is a Second Vice President of Fidelity Mutual in the
Controller's Office and has been with Fidelity Mutual for 26 years. Ms.
Tamasitis received her B.S. degree in Accounting from Temple University,
Philadelphia, PA.
ITEM 11. EXECUTIVE COMPENSATION
During the fiscal year ended December 31, 1996, the
Partnership did not pay compensation to any officers of the General Partner.
Fees which have been paid or are payable to the General Partner are set forth in
Item 13 of this report, "Certain Relationships and Related Transactions".
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial owners
As of December 31, 1996, no person or "group" (as
that term is used in Section 13 (d)(3) of the
Securities Exchange Act of 1934) was known by the Partnership to beneficially
own more than five percent of the Units of the Partnership.
Security Ownership of Management
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Ownership of Class
- -------------- ----- --------- --------
<S> <C> <C> <C>
Units of Limited The Fidelity $286,557 2.52%
Partnership Mutual Life representing
Interest Insurance 313 Units of
Company Limited
250 King Partnership
of Prussia Interest
Road,
Radnor, PA
19087
</TABLE>
The General Partner owns a general partnership interest which
entitles it to receive 30% of cash distributions after the Limited Partners have
received a return of their Capital Contributions plus cumulative distributions
equal to a 10% non-compounded Cumulative Annual Return on their Adjusted Capital
Contributions as those terms are defined in the Partnership Agreement. The
General Partner will share in taxable income to reflect cash distributions, but
not less than 1%, or to the extent there are losses, 1% of such losses.
Changes in Control
There are no arrangements known to the Partnership that would
at any subsequent date result in a change in control of the Partnership. The
impact of the rehabilitation of Fidelity Mutual and the rehabilitation order
(described in Part I, Item 3, Legal Proceedings) on the Partnership or the
General Partner cannot be determined at this time.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
An annual administration fee of $24,886 was paid to the
General Partner for each year after 1989. This fee is computed as one quarter of
the one percent of the base cost of the land. The
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<PAGE> 13
cumulative amount of such fee may not exceed $207,244 as provided by the
Partnership Agreement, and such fees charged since inception amount to $191,050
at December 31, 1996.
The General Partner will receive no cash distributions until
the Limited Partners have received (i) a return of their Capital Contributions
plus (ii) cumulative distributions equal to a 10% Cumulative Annual Return on
their Adjusted Capital contributions (as those terms are defined in the
Partnership Agreement). Thereafter, the General Partner will receive 30% of cash
distributions. During 1995, 1994 and 1993 the General Partner received no cash
distributions.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Index to Financial Statements Page
----------------------------- ----
Report of Independent Auditors 1
Balance Sheet at December 31, 1996 and 1995 2
Statements of operations 3
Statements of Partners' Equity/(Deficit) 4
Statements of Cash Flows 5
Notes to Financial Statements 6
(b) Reports on Form S-K
1. None.
(c) Exhibits Incorporated by Reference (numbered in accordance with Item
601 of Regulation S-K
Exhibit Numbers Description Page Number
- --------------- ----------- -----------
3.1(a) Certificate of Limited *
Partnership
3.1(b) & (4) Restated Limited Partnership **
Agreement
9 not applicable
11 not applicable
13
<PAGE> 14
12 not applicable
13 not applicable
16 not applicable
18 not applicable
19 not applicable
22 not applicable
23 not applicable
24 not applicable
25 not applicable
28 not applicable
29 not applicable
* Incorporated by reference to Exhibit 3.1 filed as part of the
Exhibits to the Partnership's Registration Statement on Form
S-18, Registration No. 33-26759.
** Incorporated by reference to Exhibit 3.2 filed as part of the
Partnership's Registration Statement on Form S-18, Registration
No. 33-26759.
14
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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.
SOUTHEAST ACQUISITIONS III, L.P.
a Delaware limited partnership
By: SOUTHEAST ACQUISITIONS, INC.,
General Partner
Dated: 3/26/97 By: /s/ ARTHUR W. MULLIN
---------------------- _______________________________
Arthur W. Mullin
President
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ ARTHUR W. MULLIN 3/26
_____________________ President, _______________, 1997
Arthur W. Mullin Treasurer,
Director of
Southeast
Acquisitions, Inc.
/s/ WILLIAM S. TAYLOR 3/26
_____________________ Vice President., _______________, 1997
William S. Taylor Director of
Southeast
Acquisitions, Inc.
/s/ JAMES W. KELICAN 3/26
_____________________ Vice President, _______________, 1997
James W. Kelican Director of
Southeast
Acquisitions, Inc.
15
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Financial Statements
Southeast Acquisitions III, L.P.
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
<PAGE> 17
Southeast Acquisitions III, L.P.
Financial Statements
Years ended December 31, 1996 and 1995
CONTENTS
Report of Independent Auditors............................................. 1
Audited Financial Statements
Balance Sheets............................................................. 2
Statements of Operations................................................... 3
Statements of Partners' Equity (Deficit)................................... 4
Statements of Cash Flows................................................... 5
Notes to Financial Statements.............................................. 6
<PAGE> 18
Report of Independent Auditors
To the Partners of
Southeast Acquisitions III, L.P.
We have audited the accompanying balance sheets of Southeast Acquisitions III,
L.P. (a Delaware limited partnership) as of December 31, 1996 and 1995, and the
related statements of operations, partners' equity (deficit), and cash flows for
each of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Southeast Acquisitions III,
L.P. as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
March 7, 1997
1
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Southeast Acquisitions III, L.P.
Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
------------------------------
<S> <C> <C>
ASSETS
Land, net $ 4,517,058 $ 8,922,258
Cash and cash equivalents 359,293 258,680
------------------------------
$ 4,876,351 $ 9,180,938
==============================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accrued expenses $ 9,105 $ 7,594
Due to affiliates 9,806 9,806
Partners' equity (deficit):
General (46,268) (3,207)
Limited 4,903,708 9,166,745
------------------------------
$ 4,876,351 $ 9,180,938
==============================
</TABLE>
See accompanying notes.
2
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Southeast Acquisitions III, L.P.
Statements of Operations
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994
-------------------------------------------------
<S> <C> <C> <C>
Revenue:
Gain on sale of land $ 103,294 $ 410,858 $ 24,894
Interest and other income 13,598 27,681 19,285
Timber revenue 14,199 -- --
-------------------------------------------------
131,091 438,539 44,179
Expenses:
General and administrative 27,136 13,469 14,220
Management fee 24,886 24,886 24,886
Real estate taxes 35,773 36,835 47,952
Insurance 508 578 6,653
Amortization -- -- 1,250
Provision for loss on land 4,348,886 -- --
-------------------------------------------------
4,437,189 75,768 94,961
-------------------------------------------------
Net (loss) income:
Allocated to General Partner (43,061) 3,628 (508)
Allocated to Limited Partners (4,263,037) 359,143 (50,274)
-------------------------------------------------
$(4,306,098) $ 362,771 $ (50,782)
=================================================
Net (loss) income per limited
partnership unit $ (347.27) $ 29.26 $ (4.10)
=================================================
</TABLE>
See accompanying notes.
3
<PAGE> 21
Southeast Acquisitions III, L.P.
Statements of Partners' Equity (Deficit)
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
----------------------------------------------------
<S> <C> <C> <C>
Balance, January 1, 1994 $ (6,327) $ 10,407,879 $ 10,401,552
Net loss (508) (50,274) (50,782)
----------------------------------------------------
Balance, December 31, 1994 (6,835) 10,357,605 10,350,770
Capital distribution -- (1,550,003) (1,550,003)
Net income 3,628 359,143 362,771
----------------------------------------------------
Balance, December 31, 1995 (3,207) 9,166,745 9,163,538
Net loss (43,061) (4,263,037) (4,306,098)
----------------------------------------------------
Balance, December 31, 1996 $ (46,268) $ 4,903,708 $ 4,857,440
====================================================
</TABLE>
See accompanying notes.
4
<PAGE> 22
Southeast Acquisitions III, L.P.
Statements of Cash Flows
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994
-------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income $(4,306,098) $ 362,771 $ (50,782)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Amortization -- -- 1,250
Gain on sale of land (103,294) (410,858) (24,894)
Provision for loss on land 4,348,886 -- --
Proceeds from sale of land parcels 159,608 1,306,199 42,335
Changes in operating assets and
liabilities:
Due from general partner -- 3,584 3,585
Accrued expenses 1,511 (9,087) (2,117)
-------------------------------------------------
Net cash provided by (used in) operating
activities 100,613 1,252,609 (30,623)
FINANCING ACTIVITIES
Distribution to limited partners -- (1,550,003) --
-------------------------------------------------
Net cash used in financing activities -- (1,550,003) --
-------------------------------------------------
Net increase (decrease) in cash and cash equivalents
100,613 (297,394) (30,623)
Cash and cash equivalents, beginning of year 258,680 556,074 586,697
-------------------------------------------------
Cash and cash equivalents, end of year $ 359,293 $ 258,680 $ 556,074
=================================================
</TABLE>
See accompanying notes.
5
<PAGE> 23
Southeast Acquisitions III, L.P.
Notes to Financial Statements
December 31, 1996
1. DESCRIPTION OF BUSINESS
Southeast Acquisitions III, L.P. is a Delaware limited partnership. The General
Partner (Southeast Acquisitions, Inc.) is an indirect wholly owned subsidiary of
The Fidelity Mutual Life Insurance Company (in Rehabilitation). Per the
Partnership Agreement, the Partnership shall exist for a term ending December
31, 1999, at which time it shall be dissolved.
Fidelity Mutual Life Insurance Company (the Company) was placed into
Rehabilitation, as defined, by the Commonwealth Court of Pennsylvania on
November 6, 1992 and it remains in Rehabilitation as of the report date. The
General Partner does not at this time expect that the Rehabilitation of the
Company will negatively impact the operation of either the General Partner or
the Partnership. The Company's Rehabilitation Plan, originally filed in June
1994, was amended in January 1995 and again in June 1996.
The Partnership purchased approximately 211 acres of unimproved land in Fulton
County, Georgia, on June 1, 1989, from Southeastern Land Fund, Inc. (SELF), an
affiliate of the General Partner. On June 30, 1989, the Partnership purchased
approximately 265 acres of unimproved land in Henry County, Georgia, and
approximately 24 acres of unimproved land in Nashville, Tennessee, from SELF. On
August 25, 1989, the Partnership purchased approximately 48 acres of unimproved
land in Fort Myers, Florida, and on September 15, 1989, purchased approximately
51 acres of unimproved land in Columbia, South Carolina, from SELF. The
unimproved land in Nashville, Tennessee was sold on July 28, 1995. Three of the
remaining four tracts of unimproved land are held for investment and one tract,
Henry County is being marketed for sale. The General Partner anticipates that
all the Properties will be sold or otherwise disposed of by the Partnership as
conditions warrant.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Partnership maintains its accounting records on the accrual basis of
accounting.
LAND
Effective January 1, 1996, the Partnership adopted FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of. In accordance with FASB Statement No. 121, land held for
investment is carried at the lower of cost or fair value. Land held for sale is
carried at lower of cost or fair value less estimated cost to sell.
6
<PAGE> 24
Southeast Acquisitions III, L.P.
Notes to Financial Statements
December 31, 1996
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LAND (CONTINUED)
The carrying value of land, as disclosed on the balance sheet, is shown net of
write-downs of $4,348,886 in 1996 to fair value, as determined by independent
appraisals, as well as a write-down of $575,301 in 1991 to fair value, also
determined by independent appraisals. Prior to 1996, the Partnership's policy
has been to carry land at the lower of cost or fair value. In accordance with
FASB Statement No. 121, the loss is accounted for in operations.
CASH EQUIVALENTS
For purposes of reporting cash flows, short-term investments which have an
original maturity of three months or less are considered cash equivalents.
INCOME TAX
In conformity with the Internal Revenue Code and applicable state and local tax
statutes, taxable income or loss of the Partnership is required to be reported
in the tax returns of the partners in accordance with the terms of the
Partnership Agreement. Accordingly, no provision has been made in the
accompanying financial statements for any federal, state, or local income tax.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect various amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. RELATED-PARTY TRANSACTIONS
An annual management fee of $24,886 was paid in 1996, 1995, and 1994 to the
General Partner. The annual management fee is equal to one quarter of one
percent of the original cost of the land as provided in the Partnership
Agreement. The cumulative amount of such fees may not exceed $207,244 as
provided by the Partnership Agreement, and cumulative fees charged since
inception amounted to $191,050 at December 31, 1996.
7
<PAGE> 25
Southeast Acquisitions III, L.P.
Notes to Financial Statements (continued)
4. PARTNERS' EQUITY
The Partnership received cash equity contributions totaling $12,400,000 through
the sale of 12,400 limited partnership units. In accordance with the Partnership
Agreement, cash distributions and profits or losses of the Partnership shall be
allocated as follows:
(a) Cash Distributions - Except for distributions in connection with the
liquidation of the Partnership, cash distributions, if any, will be
made 100% to the limited partners until the limited partners have
received (i) a return of their capital contributions ($10,823,477 at
December 31, 1996) plus (ii) cumulative distributions equal to their
10% noncompound cumulative annual return on their adjusted capital
contributions, as defined ($9,085,011 at December 31, 1996); thereafter
distributions will be made 70% to the limited partners and 30% to the
General Partner. Distributions in connection with the Partnership's
liquidation will be made in accordance with the partners' capital
accounts as maintained for Federal income tax purposes.
(b) Profits and Losses - Profits generally will be allocated to the
partners to reflect cash distributions, but at least 1% of profits will
be allocated to the General Partner. Losses generally will be allocated
99% to the limited partners and 1% to the General Partner. In no event
will the General Partner be allocated less than 1% of profits or losses
for any year.
5. TIMBER REVENUE
During 1996, the Partnership entered into an agreement to sell timber. As
provided by the agreement, the Partnership received proceeds from the sale of
timber on the land totaling $14,199.
8
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000846014
<NAME> SOUTHEAST ACQUISITIONS III, L.P.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 359,293
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 359,293
<PP&E> 4,517,058
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,876,351
<CURRENT-LIABILITIES> 18,911
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,857,440
<TOTAL-LIABILITY-AND-EQUITY> 4,876,351
<SALES> 131,091
<TOTAL-REVENUES> 131,091
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,437,184
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,306,093)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,306,093)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
