FORM 8-K - CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 2, 1998
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)
3632 Wheeler Road, Suite 2
PO Box 204227
Augusta, Georgia 30917-4227
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (706)863-2222
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 17, 1998, BCIP I & III, LLC purchased 104 Management, Inc. from
IBGP, Inc. and thereby acquired the general partnership interest in Brunner
Management Limited Partnership. BCIP I & III, LLC also purchased the limited
partnership interest in Brunner Management Limited Partnership and all of the
outstanding Class B Limited Partnership units of Brunner Companies Income
Properties L.P. III (the "Registrant")and Brunner Companies Income Properties
L.P. I, an affiliated entity, from Insignia Brunner, L.P. The total
consideration for these purchases was $100,000 in cash. Both IBGP, Inc. and
Insignia Brunner, L.P. are affiliates of Metropolitan Asset Enhancement, L.P.
104 Management, Inc. is the managing general partner of Brunner Management
Limited Partnership, which is the general partner of the Registrant.
Hull/Storey Development, LLC has been retained by the Registrant to provide
property management services to the Registrant. James M. Hull is the Member
Manager of BCIP I & III, LLC and a Member Manager of Hull/Storey Development,
LLC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
The following is filed as part of this report
Exhibit No. Exhibit
10.50 General Partnership Sale Agreement, dated as of November 17,
1998, by and between BCIP I & III, LLC, IBGP, Inc. and
Insignia Brunner, L.P.
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
By: Brunner Management Limited Partnership
Its General Partner
By: 104 Management, Inc.
Its Managing General Partner
By: /s/James M. Hull
James M. Hull
President
Date: December 2, 1998
STATE OF SOUTH CAROLINA :
: GENERAL PARTNERSHIP SALE AGREEMENT
COUNTY OF GREENVILLE :
THIS GENERAL PARTNERSHIP SALE AGREEMENT (the "Agreement") is made and
entered this 17th day of November, 1998, by and between BCIP I & III, LLC, a
Georgia limited liability company (hereinafter "Buyer") and IBGP, INC., a
Delaware Corporation, and INSIGNIA BRUNNER, LP, a Delaware limited partnership
(hereinafter collectively "Seller").
W I T N E S S E T H
WHEREAS, IBGP, Inc. is the owner of 104 Management, Inc., which is in turn
the owner of the general partnership interest in Brunner Management, LP; and
WHEREAS, Insignia Brunner, LP is the owner of the limited partnership
interest in Brunner Management, LP and 100% of the Class B limited partnership
interest in Brunner Companies Income Properties LP I (BCIP I) and Brunner
Companies Income Properties LP III (BCIP III); and
WHEREAS, Brunner Management, LP is the owner of the general partnership
interest in BCIP I and BCIP III; and
WHEREAS, BCIP I is the owner of certain real property commonly known as
Georgetown Landing in Georgetown, South Carolina, Whitehorse Plaza in
Greenville, South Carolina, and Hitchcock Plaza in Aiken, South Carolina; and
WHEREAS, BCIP III is the owner of certain real property commonly known as
Highpoint Village in Bellafontaine, Ohio and Gateway Plaza in Mt. Sterling,
Kentucky; and
WHEREAS, Buyer is desirous of purchasing and Seller is desirous of selling
all of its interest in (i) 104 Management, Inc. (and its general partnership
interest in Brunner Management, LP), (ii) the limited partnership interest of
Insignia Brunner, LP in Brunner Management, LP, (iii) the Class B limited
partnership interest of Insignia Brunner, LP in BCIP I and BCIP III, and by
virtue of the sale of Brunner Management, LP, Seller is desirous of transferring
to Buyer, (iv) the general partnership interest of Brunner Management, LP in
BCIP I, and (v) the general partnership interest of Brunner Management, LP in
BCIP III.
NOW, THEREFORE, for and in consideration of the Purchase Price to be paid
from Buyer to Seller and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
I. WARRANTIES
Seller warrants:
(i) it is the owner of:
(a) 100% of all stock of 104 Management, Inc.,
(b) the general partnership interest of 104 Management, Inc. in
Brunner Management, LP,
(c) the limited partnership interest in Brunner Management, LP,
(d) Brunner Management, LP and by virtue thereof, the general
partnership interest in BCIP I
(e) Brunner Management, LP and by virtue thereof, the general
partnership interest in BCIP III
(f) 100% of the Class B limited partnership interest in BCIP I and
(g) 100% of the Class B limited partnership interest in BCIP III; and
(ii) BCIP I is the owner of certain real property commonly known as
Georgetown Landing in Georgetown, South Carolina, Whitehorse Plaza in
Greenville, South Carolina, and Hitchcock Plaza in Aiken, South
Carolina and BCIP III is the owner of certain real property commonly
known as Highpoint Village in Bellafontaine, Ohio and Gateway Plaza in
Mt. Sterling, Kentucky (collectively, the five real properties are
hereinafter the "Properties"); and
(iii)Seller is in good standing under the incorporation and
partnership laws of Delaware and duly authorized to enter and perform
the agreements contained herein and the signatories below are duly
authorized to bind Seller to these agreements; and
(iv) there are no liens affecting the Properties other than the mortgage
interests of New York Life Insurance Company in the properties owned
by BCIP I and Aegon Life Insurance Company in the properties owned by
BCIP III nor are there any defects in the titles to the Properties;
and
(v) neither Seller nor its parent company or subsidiaries have encumbered
their ownership interest in the Properties or in the various ownership
interests as recited in Article I(i) above except via the mortgages to
New York Life Insurance Company and Aegon Life Insurance Company as
set forth herein.
II. PURCHASE
Seller hereby sells and Buyer hereby purchases (i) 104 Management, Inc.
(and its general partnership interest in Brunner Management, LP), (ii) the
limited partnership interest of Insignia Brunner, LP in Brunner Management,
LP, (iii) all of the Class B limited partnership interests of Insignia
Brunner, LP in BCIP I and BCIP III, (iv) Brunner Management, LP and its
general partnership interest in BCIP I, (v) Brunner Management, LP and its
general partnership interest in BCIP III.
III. TRANSFER OF OWNERSHIP
Promptly upon execution of this Agreement, Seller agrees to transfer via
overnight delivery (i) 100% of the stock of 104 Management, Inc. and (ii)
Brunner Management, LP and Seller's and its subsidiaries' Class B limited
partnership interests in BCIP I and BCIP III, and by virtue of this
Agreement, Seller does hereby transfer Insignia Brunner, LP's limited
partnership interest in Brunner Management, LP. By virtue of and in
addition to the above transfers, Seller hereby conveys its general
partnership interest and Class B limited partnership interest in BCIP I and
BCIP III.
IV. PURCHASE PRICE
Buyer shall cause one hundred thousand ($100,000) Dollars to be wired to
Seller's account on the date hereof.
V. ACCOUNTING
Seller shall prepare within thirty (30) days of the date hereof a complete
and final accounting of all outstanding accounts receivable and payable
affecting the Properties and a cash ledger, general journal and copies of
any other reasonable documentation requested by Buyer.
VI. TRANSFER OF DOCUMENTATION
Upon consummation of this transaction, it is understood and agreed by Buyer
and Seller that Buyer shall control all operating accounts and funds of
BCIP I and BCIP III and the underlying Properties on the date hereof. In
addition, while Seller may not have complete copies of all documentation,
to the extent possible, Seller shall promptly deliver to Buyer originals or
legible copies of all mortgages, notes, other loan documentation,
correspondence with lenders, tax records (income and ad valorem), leases,
sales information and correspondence with tenants, construction plans,
surveys, site plan, leasing leads, partnership agreements, partnership
records, and quarterly and annual reports required to be filed by
government agencies.
VII. NOTICES
Any notice or delivery required to be sent hereunder shall be sent via
receipted courier delivery and certified or registered U.S. Mail, prepaid
to the addresses listed below:
If to Seller: 15 South Main Street, Suite 900
Greenville, South Carolina 29602
Attention: Robert Long
If to Buyer: 3632 Wheeler Road, Suite 2
Augusta, Georgia 30909
Attention: Frank B. Turner, Jr.
VIII. MISCELLANEOUS
It is the intent of this Agreement and Seller hereby agrees and warrants
that it is selling to Buyer all of its right, title and interest of every
nature whatsoever in and to those certain partnerships which currently own
the Properties and any other residual interest it may have in the
Properties. In the event of failure or breach of any of the warranties
recited herein and in recognition of the fact that Seller is disassociating
itself from the Properties and any ownership thereof, Seller hereby
appoints Buyer as its attorney in fact (individually and collectively), and
Buyer may execute on Seller's behalf any documentation Buyer deems
necessary and proper to effectuate the intent of this Agreement. This
Agreement shall be governed by laws of the State of Georgia, and
jurisdiction and venue shall lie in and be non-removable from the Superior
Court of Richmond County, Georgia.
IN WITNESS WHEREOF, the parties have set their hands and seals the day and
year first above written.
SELLER
IBGP, INC., a Delaware Corporation
By: /s/ Carroll D. Vinson
Carroll D. Vinson
As its: President
INSIGNIA BRUNNER, LP, a Delaware
limited partnership
IJM Directives, Inc. (Corporate General Partner)
By: /s/ Carroll D. Vinson
As its: President
BUYER
BCIP I & III, LLC, a Georgia limited
liability company
By: /s/ James M. Hull
James M. Hull
As its: Member Manager
