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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: June 2, 1998
(Date of earliest event reported) May 31, 1998
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Wisconsin 0-20253 39-1660958
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
101 West 11th Street, Suite 1110, Kansas City, Missouri 64108
(Address of principal executive offices)
(816) 421-7444
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
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Items 1 through 4 and 6 through 9 are not applicable.
Item 5. Other Events
As outlined in the consent statement to Limited Partners dated April 15, 1998
(the "Consent Statement"), The Provo Group, Inc. ("General Partner") has
solicited on behalf of DiVall Income Properties 3 Limited Partnership (the
"Partnership"), the consent of the Limited Partners to sell the Partnership's
remaining properties and to liquidate the Partnership. Pursuant to the
Partnership's Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), Limited Partners holding more than 50% of the
Partnership's interests ("Units") are required to approve the liquidation. As
of May 31, 1998, Limited Partners holding a majority of the outstanding
Partnership Units had approved the sale and liquidation. Reference is made to
the definitive Consent Statement filed with the Securities and Exchange
Commission on April 17, 1998.
A copy of the Partnership's letter to its limited partners with respect to the
consent voting results is attached hereto as Exhibit 22.
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.
DIVALL INCOME PROPERTIES 3
LIMITED PARTNERSHIP
By: The Provo Group, Inc.
General Partner
Date: June 2, 1998 By: /s/ Bruce A. Provo
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Name: Bruce A. Provo
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Title: President
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2
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The Provo Group
EXHIBIT 22
May 19, 1998
Re: DiVall Income Properties 3, L.P.
Dear Limited Partner:
The Provo Group, Inc. is pleased to announce that effective May 15, 1998,
ReSource Phoenix (the partnership's independent tabulation firm) reported to us
that the Partnership has received favorable consents from a majority of limited
partners to sell the Partnership's remaining properties and to liquidate the
Partnership. Thanks to all of you who returned your consents.
As we indicated to you in the Consent Statement, we intend to sell the
properties under a sealed bid process. While such a process may encounter
various delays, we hope to complete the sale and liquidation by November 15,
1998. In any event, we will use every effort to distribute your proceeds to you
in a timely manner.
Beyond our substantial mailing list, we intend to advertise the portfolio's sale
in the Wall Street Journal. Interested purchasers ("bidders") are welcome to
visit our specifically designed due-diligence website at www.tpgdivall.com.
If you have any questions or comments you may call Investor Relations at 1-800-
547-7686 or 1-608-244-7661.
We appreciate your continuing support, and we will continue to work for the best
interests of the limited partners.
Sincerely,
The Provo Group, Inc.
By: /s/ Bruce A. Provo
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Bruce A. Provo
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1410 Northport Drive
Madison, Wisconsin 53704
Post Office Box 8673
Madison, Wisconsin 53708-8673
608.244.7661
FAX 608.244.7663
