SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 4, 1995
BRUNNER COMPANIES INCOME PROPERTIES L.P. III
(Exact name of registrant as specified in its charter)
DELAWARE 0-18419 31-1266850
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
Item 2. Acquisition or Disposition of Assets
On December 4, 1995, Aetna Life Insurance Company, the lender, foreclosed on
Bay Village Shopping Center, located in Conway, South Carolina. The $5,300,000
mortgage matured January 1, 1994, and had been in default since that date. The
lender granted forebearances through June 30, 1994, while refinancing
discussions continued between the Partnership and the lender. These discussions
did not ultimately produce an agreement to either refinance or sell the property
and the lender foreclosed on the property. In the General Partner's opinion, it
was not in the Partnership's best interests to contest the foreclosure action or
file bankruptcy. The Partnership recorded a valuation adjustment of
approximately $182,000 to increase the net book value of the Bay Village assets
to estimated net realizable value and a loss on the foreclosure of approximately
$166,000.
Item 7. Financial Statements and Exhibits
(a) Pro forma financial information
Bay Village Shopping Center was foreclosed on by Aetna Life Insurance Company
on December 4, 1995. The following unaudited condensed balance sheet of the
Partnership assumes the property had been disposed of at September 30, 1995.
<TABLE>
<CAPTION>
Pro Forma Balance Sheet
(Unaudited)
September 30, September 30,
1995 Pro Forma 1995
As Reported Adjustments Pro Forma
<S> <C> <C> <C> <C>
Cash $ 668,187 $ (16,239) (1) $ 651,948
Other assets 599,791 (164,805) (1) 434,986
Land 2,336,469 (811,022) (1) 1,525,447
Buildings & related
personal property, net 14,628,158 (4,360,591) (1) 10,267,567
$18,232,605 $(5,352,657) $12,879,948
Accrued liabilities $ 140,475 $ (88,174) (1) $ 52,301
Mortgage notes payable 17,448,552 (5,300,000) (1) 12,148,552
Total liabilities 17,589,027 (5,388,174) 12,200,853
Partners' capital 643,578 35,517 679,095
Total liabilities and
partner's capital $18,232,605 $(5,352,657) $12,879,948
<FN>
(1) Represents pro forma adjustments to reflect the disposition of assets and
settlement of applicable liabilities related to the foreclosure of Bay
Village Shopping Center.
</TABLE>
The following pro forma statements of loss assume Bay Village Shopping Center
had been foreclosed on as of September 30, 1995, and December 31, 1994,
respectively. The pro forma statements of loss do not reflect the loss realized
from the foreclosure.
<TABLE>
<CAPTION>
Pro Forma Statements of Loss
(Unaudited)
For the nine months ended For the year ended
September 30, 1995 December 31, 1994
(2) (2)
As Reported Adjustments Pro Forma As Reported Adjustments Pro Forma
<S> <C> <C> <C> <C> <C> <C>
Total revenues $ 1,654,496 $ (473,868) $ 1,180,628 $ 2,899,167 $ (633,019) $ 2,266,148
Operating expenses 146,452 (34,447) 112,005 321,590 (51,021) 270,569
General & administrative 85,794 (6,138) 79,656 122,230 (8,184) 114,046
Property management fees 52,696 (15,530) 37,166 87,196 (22,865) 64,331
Depreciation & Amortization 458,018 (130,925) 327,093 824,013 (180,906) 643,107
Interest 1,223,298 (367,688) 855,610 2,303,397 (490,250) 1,813,147
Property taxes 121,022 (41,503) 79,519 219,079 (53,592) 165,487
Write-down of property 414,859 0 414,859 696,805 (195,135) 501,670
Tenant reimbursements (204,121) 63,064 (141,057) (326,169) 75,736 (250,433)
Total expenses 2,298,018 (533,167) 1,764,851 4,248,141 (926,217) 3,321,924
Gain on foreclosure 844,287 0 844,287 0 0 0
Net income (loss) $ 200,765 $ 59,299 $ 260,064 $(1,348,974) $ 293,198 $(1,055,776)
Net income (loss) allocated to
general partner (1%) $ 2,008 $ 593 $ 2,601 $ (13,490) $ 2,932 $ (10,558)
Net income (loss) allocated to
limited partner (98.01%) 196,770 58,119 254,889 (1,322,129) 287,363 (1,034,766)
Net income (loss) allocated to
limited partner (.99%) 1,987 587 2,574 (13,355) 2,903 (10,452)
$ 200,765 $ 59,299 $ 260,064 $(1,348,974) $ 293,198 $(1,055,776)
Net income (loss) per Class A
partnership unit $ 0.23 $ 0.07 $ 0.30 $ (1.55) $ 0.33 $ (1.22)
Weighted average
number of units 850,900 850,900 850,900 850,900
<FN>
(2) Represents pro forma adjustments to remove Bay Village Shopping Center revenues and expenses to
reflect the foreclosure.
</TABLE>
Certain reclassifications have been made to the 1994 balances to conform to
the 1995 presentation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRUNNER COMPANIES INCOME PROPERTIES L.P. III,
a Delaware limited partnership
By: Brunner Management Limtied
Partnership, an Ohio limited partnership,
its General Partner
By: 104 Management, Inc., an Ohio corporation,
its General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: December 22, 1995
(c) Exhibits
Exhibit No. Description
99.1 Foreclosure Master's Deed and Satisfaction of
Mortgage made as of the 4th day of December, 1995
by and between Aetna Life Insurance Company and
Brunner Companies Income Properties L.P. III, a
Delaware Limited Partnership.
STATE OF SOUTH CAROLINA ) FORECLOSURE
)
COUNTY OF HORRY ) MASTER'S DEED
TO ALL TO WHOM THESE PRESENTS SHALL COME OR BE MADE KNOWN:
Or whom the same may in anywise concern, John L. Breeden, Jr.,
Master in Equity for the County and State aforesaid SEND GREETING:
WHEREAS, AEtna Life Insurance Company, on or about November 22, 1994
did exhibit its complaint in the Court of Common Pleas in the County and State
aforesaid, Case No. 94-CP-26-34-3470, against Brunner Companies Income
Properties L.P. III, A Delaware Limited Partnership.
And the Cause, being at issued before the Court aforesaid, came on to be
heard on February 10, 1995, when I, the said John L. Breeden, Jr., after a full
hearing thereof, and mature deliberation in the Premises, Did Order, Adjudge and
Decree that the premises hereinafter mentioned and described should be sold at
public auction on the terms and for the purposes mentioned in said Decretal
Order, as by reference thereto, on file in the said Court will appear; and
Public outcry, on December 4, 1995, I the said John L. Breeden, Jr. did then,
openly and publicly, and according to the custom of auction, sell and dispose of
the said premises below described, unto AEtna Life Insurance Company.
NOW, KNOW ALL MEN, That I, the said John L. Breeden, Jr. In
consideration of the premises, and also in consideration of the sum of $3,000.00
paid me by the below-named Grantee, the receipt whereof is hereby acknowledged,
have granted, bargained, sold and released, and by these Presents, do grant,
bargain, sell and release unto the below named Grantee, his successors and
assigns:
AEtna, Its successors and assigns, 191 Peachtree Street, NE 16th
Floor, Atlanta, Georgia 30303.
SEE EXHIBITS A & B ATTACHED HERETO AND MADE A PART HEREOF
This being the same property conveyed to BRUNNER COMPANIES INCOME PROPERTIES,
L.P. III, A Delaware limited partnership by deed of DAYTON & ASSOCIATES, XIX, A
South Carolina general partnership recorded in Deed book 1342 at Page 66 in the
Office of the R.M.C. for Horry County.
TMS # 122-00-04-045
Subject to assessments, taxes, easements, conditions and
restrictions of record and otherwise affecting the property.
TO HAVE AND TO HOLD, the said premises with its hereditaments,
privileges and appurtenances unto the said Grantee, his successors and assigns
forever.
IN WITNESS WHEREOF, I, the said John L. Breeden, Jr. under and by
virtue of the said Decree, have hereunto set my Hand and Seal at Conway, South
Carolina this 12th day of December, 1995.
Sealed and Delivered
the Presence of
/s/ John L. Breeden, Jr.
John L. Breeden, Jr.
Master in Equity for Horry County
/s/ Drucilla C. Chavis
/s/ Mary Alice Cox
STATE OF SOUTH CAROLINA )
) PROBATE
COUNTY OF HORRY )
PERSONALLY appeared before me the undersigned and made oath that (s)he saw
the within named John L. Breeden, Jr., Master in Equity for Horry County, sign,
seal and as his act of deed, deliver the within deed and that (s)he with the
other witness signing above witnessed the execution thereof.
/s/ Drucilla C. Chavis
Sworn to before me this
12th day of December, 1995.
/s/ Mary Alice Cox (L.S.)
Notary Public of South Carolina
My Commission Expires: 11-09-99
Prepared by:
Rogers, Townsend & Thomas, PC (GPC)
P.O. Box 100200
Columbia, SC 29202-3200
EXHIBIT A
A land description of 22.282 acres + situate in Conway Township, Horry County,
South Carolina, and being bounded on the north by Parcel D, on the east by Floyd
Street (a public road) and Parcel B, on the south by U.S. Highway 501 (75' R/W)
and Parcel A, and on the west by an existing dirt road (60' R/W) and Parcel C,
and being more particularly described as follows:
Beginning at an iron old located on the northern edge of right-of-way of U.S.
Highway 501 (75' R/W) being the southern common corner between an existing dirt
road (60' R/W) and Dayton & Associates XIX, thence along the eastern edge of
right-of-way of said existing dirt road (60' R/W) N 30-32-25 E a distance of
214.00 feet to a point, thence along the lands of Parcel C S 59-27-35 E a
distance of 300.00 feet to a point, thence N 30-32-25 E a distance of 220.00
feet to a point, thence N 59-27-32 W a distance of 300.00 feet to a point
located on the eastern edge of right-of-way of an existing dirt road (60' R/W),
thence along said eastern edge of right-of-way N 30-32-25 E a distance of 472.57
feet to a point, thence along the lands of Parcel D S 59-27-54 E a distance of
474.94 feet to a point, thence N 88-38-17 E a distance of 246.94 feet to a
point, thence N 30-32-07 E a distance of 45.77 feet to an iron pipe old, thence
S 59-27-54 E a distance of 417.45 feet to an iron pipe old located on the
western edge of right-of-way of Floyd Street (a public road), thence along said
western edge of right-of-way S 31-53-38 W a distance of 522.32 feet to a
concrete monument old, thence S 30-56-34 W a distance of 405.58 feet to an iron
pipe old, thence along the lands of Parcel B N 59-27-53 W a distance of 200.83
feet to an iron pipe new, thence S 35-31-11 W a distance of 231.48 feet to an
iron pipe new located on the northern edge of right-of-way of U.S. Highway 501
(75' R/W), thence along said northern edge of right-of-way N 54-28-49 W a
distance of 45.00 feet to an iron old, thence N 54-28-49 W a distance of 272.00
feet to an iron old, thence N 54-28-49 W a distance of 259.93 feet to an iron
pipe new, thence along the lands of Parcel A along a curve to the left a chord
bearing of N 59-09-13 E a chord distance of 16.16 feet, Delta = 49-13-05, Radius
= 19.40' and Arc = 16.67' to an iron pipe new, thence N 30-23-33 E a distance of
174.73 feet to an iron pipe new, thence along a curve to the left a chord
bearing N 14-27-35 W a chord distance of 13.44 feet, Delta = 90-00-00, Radius =
9.50' and Arc = 14.92' to an iron pipe new, thence N 59-27-35 W a distance of
189.06 feet to an iron pipe new, thence along a curve to the left a chord
bearing of S 75-32-25 W a chord distance of 13.44 feet, Delta = 90-00-00, Radius
= 9.50' and Arc = 14.92' to an iron pipe new, thence S 30-33-55 W a distance of
137.73 feet to an iron pipe new, thence along a curve to the left a chord
bearing of S 04-22-02 W a chord distance of 39.22 feet, Delta = 59-41-57, Radius
- - 39.40' and Arc = 41.05 to an iron pipe new located on the northern edge of
right-of-way of U.S. Highway 501 (75' R/W), thence along said northern edge of
right-of-way N 54-28-49 W a distance of 108.04 feet to an iron old and point of
beginning and containing 22.282 acres +.
EXHIBIT B
All right, title and interest of the Debtor in and to all tangible
personal property owned by the Debtor and now or at any time hereafter located
on or at the real property described in Exhibit A (the "Property") or used in
connection therewith, including, but no limited to: all goods, machinery,
tools, insurance proceeds and refunds of insurance premiums, equipment
(including fire sprinklers and alarm systems, office air conditioning, heating,
refrigerating, electronic monitoring, entertainment, recreational, window or
structural cleaning rigs, maintenance, exclusion of vermin or insects, removal
of dust, refuse or garbage and all other equipment of every kind), lobby and all
other indoor and outdoor furniture (including tables, chairs, planters, desks,
sofas, shelves, lockers and cabinets), wall beds, wall safes, furnishings,
appliances (including ice boxes, refrigerators, fans, heaters, stoves, water
heaters and incinerators), inventory, rugs, carpets and other floor coverings,
draperies and drapery rods and brackets, awnings, window shades, venetian
blinds, curtains, lamps, chandeliers and other lighting fixtures and office
maintenance and other supplies; and any proceeds (including insurance proceeds)
of the foregoing, any additions and accessions thereto, and any replacements or
renewals of all of the foregoing;
TOGETHER WITH all proceeds arising from or by virtue of the sale, lease or
other disposition of any of the real or personal property described herein; all
proceeds (including premium refunds) payable or to be payable under each policy
of insurance relating to the improvements now or hereafter constructed on the
Property (the "Improvements"); to the extent permitted by law, all proceeds
arising from the taking of all or part of the real property or any rights
appurtenant thereto, including without limitation any awards for severance
damages and any awards resulting from a change of grade of streets, curb cuts or
other rights of access, for any public or quasi-public use under any law, or by
the right of eminent domain, or by private or other purchase in lieu thereof;
and all other interest of every kind and character in which the Debtor now has
or at any time hereafter acquires, in and to the real and personal property
described herein, and all property which is used or useful in connection
therewith, including rights of ingress and egress and all reversionary rights or
interest of the Debtor with respect to such property; and any proceeds thereof
(including insurance proceeds), any additions and accessions thereto, and any
replacements or renewals of all of the foregoing;
TOGETHER WITH all the estate, interest, right, title, other claim or
demand, including claims or demands with respect to the proceeds (including
premium refunds) of insurance in effect with respect thereto which the Debtor
now has or may hereafter acquire in the Property and Improvements and any and
all awards made for the taking by eminent domain, or by an proceeding or
purchase in lieu thereof, of the whole or any part of the estate, property and
interest conveyed to the Secured Party or for the benefit of the Second party
pursuant to a Deed of Trust or Mortgage;
TOGETHER WITH all (to the full extent legally assignable) licenses,
permits and authorizations (issued in the name of the Debtor) necessary for the
operation of the Property and Improvements as a shopping center;
TOGETHER WITH all rents, issues and profits assigned to the Secured Party
pursuant to that certain Assignment of Rents and Leases from the Debtor to the
Secured Party.
STATE OF SOUTH CAROLINA ) SATISFACTION OF MORTGAGE
) BY FORECLOSURE
COUNTY OF HORRY ) Mortgagee: AEtna Life Insurance Company
) Mortgagor: Dayton & Associates XIX
) Mortgage Book 1414 at Page 436
) Case No. 94-CP-26-3470
Whereas, the mortgage recorded in the Office of the Register of Mesne
conveyances for Horry County on November 2, 1988, in the Mortgage Book 1414 at
Page 436, was foreclosed and the mortgaged premises sold at public auction on
December 4, 1995; the under John L. Breeden, Jr., does hereby declare said
mortgage to be satisfied and the Clerk of Court/Register of Mesne Conveyances is
hereby authorized and directed to cancel the same of record.
WITNESS the execution hereof this 12th day of December, 1995.
/s/ John L. Breeden, Jr.
John L. Breeden, Jr.
Master in Equity for Horry County
/s/ Drucilla C. Chavis
Witness
/s/ Mary Alice Cox
Witness
STATE OF SOUTH CAROLINA )
) PROBATE
COUNTY OF HORRY )
PERSONALLY APPEARED before me the undersigned witness and made oath that
(s)he saw the within named John L. Breeden, Jr. as Master in Equity for Horry
County sign, seal and deliver the within Satisfaction of Mortgage by Foreclosure
and that deponent, with the other witness whose name is subscribed above,
witnessed the execution thereof.
/s/ Drucilla C. Chavis
Witness
SWORN to and subscribed before me
this 12th day of December
/s/ Mary Alice Cox
My Commission Expires: 11-09-99
