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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 17, 1996
Brauvin Income Plus L. P. III
(Exact name of registrant as specified in its charter)
Delaware 0-19219 36-3639043
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
organization) Number)
150 South Wacker Drive, Suite 3200, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 443-0922
Not Applicable
(Former name or former address, if changed since last report)
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Item 5 Other Events.
Capitalized terms not otherwise defined herein shall have the
same meaning as in the prospectus of Brauvin Income Plus L.P. III
(the "Partnership") dated October 30, 1989 (the "Prospectus").
Two legal actions, as hereinafter described, were recently
filed against certain of the general partners of the Partnership
and affiliates of such general partners, as well as, in one
instance, against the Partnership on a nominal basis. Each of
these actions was brought by persons purporting to be limited
partners of the Partnership. The Partnership is currently
analyzing these complaints. The Partnership and/or these certain
general partners and their affiliates intend to vigorously defend
against such claims.
On September 17, 1996, a lawsuit was filed in the Circuit
Court of the Seventeenth Judicial Circuit in and for Broward
County, Florida, styled Rebecca Scialpi and Helen Friedlander v.
Jerome J. Brault, Brauvin Realty Advisors, Inc., Brauvin Realty
Advisors II, Inc., Brauvin Realty Advisors III, Inc., and Brauvin
Realty Advisors IV, Inc., James L. Brault, and Brauvin Real
Estate Funds, L.L.C. and Brauvin High Yield Fund, L.P., High Yield
Fund II, L.P., Brauvin Income Plus L.P. III, and Brauvin Corporate
Lease Program IV, L.P., Docket No. 96012807. The Partnership,
along with the other partnerships proposed to be party to a merger
or sale with Brauvin Real Estate Funds, L.L.C., a Delaware limited
liability company (the "Purchaser"), is named as a "Nominal
Defendant" in the complaint. Jerome J. Brault and the corporate
general partner of the Partnership, as well as the corporate
general partners of the other partnerships, have been named as
Defendants. James L. Brault, an officer of the corporate general
partner and the son of Jerome J. Brault, is also named as a
Defendant. The complaint alleges a purported class action
consisting of claims for breach of fiduciary duties, fraud and
breach of the Partnership agreement. The Complaint seeks
injunctive relief, as well as compensatory and punitive damages,
relating to the proposed transaction with the Purchaser. The
Defendants have not yet been required to appear or respond to this
complaint.
On September 18, 1996, a lawsuit was filed in the United
States District Court for the Northern District of Illinois,
styled M. Barbara Christman, Joseph Forte, Janet M. Toolson, John
Archbold, and Ben O. Carroll v. Brauvin Realty Advisors, Inc.,
Brauvin Realty Advisors II, Inc., Brauvin Realty Advisors III,
Inc., Brauvin Realty Advisors IV, Inc.; Jerome J. Brault; Brauvin
Real Estate Funds, L.L.C., Docket No. 96C6025. The Partnership in
not named a Defendant in the complaint. Jerome J. Brault and the
corporate general partners of the Partnership, as well as the
corporate general partners of the other partnerships, have been
named as Defendants. The complaint alleges a purported class
action consisting of claims for breach of fiduciary duties, breach
of the Partnership agreements, breach of a covenant of good faith
and fair dealing and violation of the Illinois Consumer Fraud and
Deceptive Practices Act, 815 ILCS 505 et seq. The complaint seeks
injunctive relief, as well as compensatory and punitive damages,
relating to the proposed transaction with the Purchaser. On
September 20, 1996 and September 23, 1996, Judge Gottschall of the
United States District Court for the Northern District of Illinois
entered Orders postponing until October 9, 1996 the Special
Meetings of the Limited Partners of the Partnership and of the
other partnerships to vote on the proposed transactions with the
Purchaser, which meetings had been scheduled for September 24,
1996.
Despite the uncertainty caused by these lawsuits and their
related costs, the Purchaser has informed the Partnership that it
will continue its efforts in connection with the Merger.
As a result of continuing discussions between the Operating
General Partners (as defined in the Proxy Statement) and the
Offeror (as defined in the Proxy Statement), on September 20, 1996
the Offeror 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 may also be retained to evaluate
the revised offer and possibly to negotiate with each of the
Purchaser and the Offeror. If it is determined that the Offeror's
revised offer is more beneficial to the limited partners than the
Merger and if the Offeror proves that it is able to consummate
such a transaction, the limited partners will be notified and the
Proxy Statement with respect to the Merger will be amended.
Also, the resignation of Cezar M. Froelich as an Individual
General Partner of the Partnership became effective on September
17, 1996.
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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 thereunto duly authorized.
BRAUVIN INCOME PLUS L.P. III
By: Brauvin Realty Advisors III, Inc.
Corporate General Partner
By: /s/ Jerome J. Brault
Jerome J. Brault, Chairman of the Board,
President and Chief Executive Officer
Dated: September 23, 1996
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