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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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October 21, 1996
RE: Brauvin High Yield Fund L.P. ("Fund I")
Brauvin High Yield Fund L.P. II ("Fund II")
Brauvin Income Plus L.P. III ("Fund III")
Brauvin Corporate Lease Program IV L.P. ("Fund IV")
Dear Brauvin Investor:
We are writing to update you as to several important developments
regarding the pending transaction involving your Partnership and
Brauvin Real Estate Funds L.L.C. (the "Purchaser") and to
provide you with additional information regarding the recent
actions of The Mills Firm and other class action lawyers.
Despite the attempts of The Mills Firm and other class action
lawyers, all pending legal actions to stop the Special Meetings
originally scheduled for September 24, 1996 have been denied.
However, as a result of the confusion created by the situation,
the Special Meetings have been adjourned to November 8, 1996 at
9:00 a.m., 9:30 a.m., 10:00 a.m., and 10:30 a.m. for Fund I, Fund
II, Fund III and Fund IV, respectively.
In addition, during a two day hearing held on October 10th and
11th, before Judge Joan B. Gottschall of the United States
District Court, for the Northern District of Illinois, The Mills
Firm admitted that it violated the Rules of the Securities and
Exchange Commission ("SEC") by soliciting your vote without
satisfying SEC requirements. Furthermore, Judge Gottschall
expressly found that the Operating General Partners have a
likelihood of succeeding on the merits with respect to their
claim that the September 27, 1996 correspondence sent to you by
The Mills Firm is false or misleading in the following
significant respects:
* The Mills Firm did not fulfill its legal obligation to
disclose that it has a financial interest in the
pending litigation.
* The Cushman & Wakefield appraisal is misrepresented in
the context of The Mills Firm's correspondence.
(Cushman & Wakefield reaffirmed in court that its
appraisals represent the fair market value of the
properties.)
* The Mills Firm's correspondence is misleading in that
it alleges the Proxy Statements misrepresented the
Managing General Partner's ownership position in the
Purchaser.
* The Operating General Partners are likely to show that
there was no basis for the statement in The Mills
Firm's correspondence that the assets of the
Partnerships may be worth more than the pending offer
by the Purchaser.
The Court observed that the only evidence shown at this point in
the pending lawsuit is that the transactions are probably fair.
The Court did not rule, however, to invalidate the revocations
because it did not believe it could do so under present law.
This decision is currently being appealed.
The Court also concluded that there be no further solicitations
of investors without complying with the Federal securities laws.
The Partnerships believe they have complied with the Federal
securities laws and will therefore will continue to do so in
connection with all solicitations. The Mills Firm has admitted
that is was not in compliance with the Federal Securities laws.
Therefore we expect that you will not hear from them unless they
comply with the law.
Unfortunately, the false and misleading statements contained in
the correspondence of The Mills Firm have created confusion among
many investors and a number of investors have executed the
revocation card forwarded by The Mills Firm as part of its
admittedly illegal solicitation. Due to the revocations received
on account of this illegal solicitation, the Partnerships no
longer have the necessary votes to consummate the transactions.
Now the entire transaction with the Purchaser is in jeopardy. As
a result, the Operating General Partners have countersued Mr.
Mills and The Mills Firm for violations of the Federal Securities
laws in an attempt to recover some of the costs incurred due to
this illegal solicitation and the delays resulting therefrom.
IT IS IMPORTANT FOR ALL INVESTORS TO REMEMBER THAT
NOTWITHSTANDING THE ACCUSATIONS MADE BY THE MILLS FIRM, THE MILLS
FIRM IS NOT PROVIDING YOU WITH A BETTER OFFER.
The current transactions will allow you to receive in cash the
fair market value of your Partnership's properties. Further,
Cushman & Wakefield has independently determined that the
transactions are fair to you from a financial point of view.
WHAT CAN YOU DO NOW?
We have enclosed an additional proxy card and prepaid return
envelope. If you were misled by The Mills Firm's illegal letter,
we urge you to review the information contained in the original
Proxy Statement dated August 23, 1996 and to vote "FOR" the
transaction and the other proposals for the reasons described
therein. If you are satisfied with your vote, you need do
nothing further. If investors owning a majority of the interest
in each of the Partnerships approve the transactions, the
Partnerships will proceed toward the liquidation of your interest
for the cash consideration outlined in the Proxy Statement. In
that the Special Meetings will reconvene on November 8, 1996, we
urge you to sign and date the enclosed proxy card and return it
today! To expedite your response, please fax a copy of your
signed and dated proxy card to The Herman Group at 1-800-410-7504.
Thank you for your continued patience. We sincerely hope to have
this matter resolved shortly. As always, 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.
Sincerely,
/s/ Jerome J. Brault
Jerome J. Brault
Managing General Partner
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PROXY PROXY
BRAUVIN INCOME PLUS L.P. III
SPECIAL MEETING OF LIMITED PARTNERS
THIS PROXY IS SOLICITED ON BEHALF OF
BRAUVIN INCOME PLUS L.P. III
The undersigned hereby appoints Jerome J. Brault or his
designee with full power of substitution, the attorney and the
proxy of the undersigned, to represent and to vote, as designated
below, all units of limited partnership interest ("Units") of
Brauvin Income Plus L.P. III, a Delaware limited partnership (the
"Partnership") that the undersigned is entitled to vote if
personally present at the Special Meeting of Limited Partners of
the Partnership to be held on September 24, 1996, at 3:00 p.m.
(Chicago time), at the offices of the Partnership, 150 South
Wacker Drive, Suite 3200, Chicago, Illinois 60606 and at any
adjournment(s) or postponement(s) thereof. This proxy revokes
all prior proxies given by the undersigned.
The Proposals to authorize are:
1. Approval of the merger of the Partnership with and into
Brauvin Real Estate Funds, L.L.C., a Delaware limited liability
company, which approval will automatically result in the adoption
of an amendment to the Partnership's Restated Limited Partnership
Agreement, as amended, to allow the Partnership to sell or lease
property to affiliates.
For Against Abstain
2. Adoption of the amendment to the Partnership's Restated
Limited Partnership Agreement, as amended, to allow the majority
vote of the interest holders to determine the outcome of the
transaction without the vote of the general partners of the
Partnership.
For Against Abstain
3. In his discretion, the proxy is authorized to vote upon
such other business as may properly come before the Special
Meeting or any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED LIMITED PARTNER. IF NO
DIRECTION IS MADE ON THIS CARD, THE PROXY WILL BE VOTED "FOR"
PROPOSALS 1 & 2.
(Please See Reverse Side)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED PRE-PAID ENVELOPE OR DELIVER TO: The Herman Group,
Inc., 2121 San Jacinto St., 26th Floor, Dallas, Texas 75201. If
you have any questions, please call (800) 992-6145. Facsimile
copies of the front and reverse sides of this Proxy, properly
completed and duly executed, will be accepted at (214) 999-9348
or (214) 999-9323.
Dated:________________________,1996
___________________________________
Signature
___________________________________
Signature (if held jointly)
___________________________________
Title
Please sign exactly as name appears hereon. When interests
are held by joint tenants, both should sign. When signing as an
attorney, as executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in name
by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
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