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SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
[X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS240.14a-11(c) or
SS240.14a-12
BRAUVIN INCOME PLUS L.P. III
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) of Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[X ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
Units of Limited Partnership Interests
2) Aggregate number of securities to which transactions
applies:
2,230,375 Units of Limited Partnership Interests
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
Based upon the aggregate cash to be paid for the
Registrant's assets ($19,129,150) which are the subject
of this Schedule 14A, the Registrant is paying a filing
fee of $3,825.83 (one-fiftieth of one percent of this
aggregate of the cash and the value of securities
(other than its own) and other property to be received
by the Registrant in the subject transaction.)
4) Proposed maximum aggregate value of transaction:
$19,129,150
5) Total fee paid:
$3,825.83
[X ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offering fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
$3,825.83
2) Form Schedule or Registration Statement No.:
Schedule 14A
3) Filing Party:
Brauvin Income Plus L.P. III
4) Date Filed:
July 19, 1996
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Dear Limited Partner, Brauvin Income Plus L.P. III:
The special meeting of the Partnership originally scheduled for
September 24, 1996 has been postponed until October 9, 1996 at
3:30 p.m., local time, at the offices of the Partnership, 150 S.
Wacker Drive, Chicago, IL 60610. We are pleased to report,
however, that as of September 24, 1996, the date of the original
meeting, the Partnership had received proxies from Limited
Partners holding a majority of the Units approving the
Transaction.
We are sorry to report that in connection with the transaction,
two legal actions were recently filed against certain of the
general partners of your Partnership and affiliates of such
general partners, as well as, in one instance, against the
Partnership on a nominal basis. Both of these actions attempt to
block the transaction. These actions were filed by certain
persons purporting to be Limited Partners. The Partnership is
currently analyzing these complaints and the Partnership and/or
these certain general partners and their affiliates intend to
vigorously defend against such claims. On September 20, 1996 and
September 23, 1996, the court in one of this case issued an order
delaying the Special Meeting until October 9, 1996, as outlined
above.
Please be assured that despite the uncertainty caused by these
legal actions and their related costs, the Purchaser has informed
the Partnership that it will continue its efforts in connection
with the transaction.
As a result of the legal actions we expect that you will soon be
receiving correspondence from the plaintiffs describing purported
violations of law and asking you to change your vote. Because
the Partnership and its Operating General Partners completely
deny the allegations in the complaints we ask that you do nothing
until we have had an opportunity to respond to the challenges and
criticisms being raised by the plaintiffs. To do otherwise may
put the entire transaction with the Purchaser in jeopardy
unnecessarily.
If you have already submitted your proxy for the transaction, you
need do nothing further at this time. However, you may change
your vote by submitting a later dated proxy card on or before
October 9th or by attending the Special Meeting and voting in
person.
Separately, on September 20, 1996, the Offeror (as defined in the
Proxy Statement) improved and resubmitted its offer to purchase
the assets of the Partnership. Although the revised offer still
does not address the Partnership's previously expressed concerns
regarding the Offeror's financial ability to acquire the assets,
the Partnership has agreed to review and is in the process of
reviewing the revised offer. Cushman & Wakefield or another
independent third-party advisor will be retained to evaluate the
revised offer. If it is determined that the Offeror's revised
offer is more beneficial to you than the transaction with the
Purchaser, you will be notified and the Proxy Statement will be
amended.
All questions and requests for assistance should be directed to
either the Partnership at (800) 272-8846 or the Partnership's
Information Agent, The Herman Group, Inc. at (800) 992-6145.
Thank you for your continued support and patience.
September 26, 1996 Sincerely,
/s/ Jerome J. Brualt
Jerome J. Brault,
Managing General Partner
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