INLAND MONTHLY INCOME FUND III INC
8-K, 1996-06-19
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1

    As filed with the Securities and Exchange Commission on June 19, 1996


                      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 17, 1996
                       (Date of earliest event reported)



                     Inland Monthly Income Fund III, Inc.
            (Exact name of registrant as specified in the charter)



        Maryland                     33-79012                 36-3953261

(State or other jurisdiction     (Commission File No.)       (IRS Employer
  of incorporation)                                        Identification No.)

                             2901 Butterfield Road
                          Oak Brook, Illinois  60521
                   (Address of Principal Executive Offices)

                                (708) 218-8000
              (Registrant's telephone number including area code)


                                Not Applicable
         (Former name or former address, if changed since last report)














                                      -1-




<PAGE>   2



Item 2.  Acquisition or Disposition of Assets


Capitalized terms not otherwise defined  herein  shall have the same meaning as
in the prospectus of Inland Monthly Income Fund III, Inc. (the "Company") dated
May 7, 1996 (the "Prospectus").

Prospect Heights Plaza, Prospect Heights, Illinois

On June  17,  1996,  the  Company  acquired  Prospect  Heights Plaza ("Prospect
Heights") from an unaffiliated third  party  for a purchase price of $2,165,000
on an all cash basis.

Prospect Heights, built in 1985,  consists of two one-story, multi-tenant brick
buildings aggregating 28,080 rentable square feet. 

The table below sets forth  certain  information  with respect to the occupancy
rate at Prospect Heights expressed as a percentage of total gross leasable area
for each of the last five years  and the average effective annual base rent per
square foot for each of the last five years.


<TABLE>
<CAPTION>
         Year Ending         Occupancy           Annual Rents Received
         December 31,          Rate                 Per Square Foot   
         ------------        ---------           ---------------------
<S>                            <C>               <C>
            1991               100%                       $7.53
            1992               100%                        7.53
            1993               100%                        7.53
            1994               100%                        7.53
            1995                78%                        5.85

</TABLE>

As of June  18,  1996,  Prospect  Heights  was  100%  leased  and 78% occupied.
Tenants leasing more than  10%  of  the  total square footage currently include
Walgreens with 12,600 square feet,  United  Farm Stands Corp. with 4,680 square
feet and Blockbuster Video with 6,250 square feet.

The lease with Walgreens requires  a  base  rent  of  $5.50 per square foot per
annum until July 31, 2005, $6.00 per  square foot per annum from August 1, 2005
to July 31, 2015 and $6.50  per  square  foot  per annum from August 1, 2015 to
July 31, 2025.  The lease also requires the payment of percentage rent annually
based on 1% of food item sales, 1.5%  of  liquor sales and 2% of other sales in
excess of monthly rent paid including  their  portion of CAM, real estate taxes
and insurance.  In 1995, net  percentage  rent  was $23,000.  Walgreens has the
option to terminate the lease in  2005,  2010,  2015,  and 2020 with a one year
notice.

The lease with United Farm  Stands  Corp.  requires  a  base rent of $12.00 per
square foot per annum until January 31, 1998 and contains three renewal options
of two years each.  United Farm Stands Corp. sells fruits and vegetables.






                                      -2-




<PAGE>   3



The lease with Blockbuster Video requires a base rent of $12.00 per square foot
per annum for three years and contains four renewal options of five years each.
Blockbuster  Video  sells  and  rents  prerecorded  audio  and  video products.
Blockbuster Video will begin paying rent  three months after occupancy which is
anticipated to be in July 1996.    The  seller  will master lease this space at
$12.00 per square foot per annum until Blockbuster Video begins paying rent.

For federal  income  tax  purposes,  the  Company's  depreciable  basis  in the
Prospect Heights  buildings  will  be  approximately  $1,665,000.  Depreciation
expense, for tax purposes,  will  be  computed  using the straight-line method.
Buildings and improvements are based upon estimated useful lives of 40 years.

Real estate taxes paid in 1995 for the tax year ended 1994 (the most recent tax
year for which information is available) were $127,033.

At June 18, 1996, Prospect Heights had  five tenants.  The following tables set
forth certain information  with  respect  to  the  amount  of and expiration of
leases at this Neighborhood Retail Center.
  

<TABLE>
<CAPTION>
                    Square                            Current     
                     Foot      Lease      Renewal      Annual      Rent Per
     Lessee         Leased      Ends      Options      Rent       Square Foot 
- -----------------   ------     ------     -------     ------      -----------
<S>                  <C>       <C>         <C>     <C>            <C>
Walgreens            12,600    07/2025     None    $  72,450      $    5.75
Blockbuster           6,250    07/1999      4/5       75,000          12.00
Power Motion          2,550    07/1998      1/3       27,600          10.82
Dr. W. Beck           2,000    12/1997      1/5       22,000          11.00
United Farm Stands    4,680    01/1998      3/2       56,160          12.00

</TABLE>


<TABLE>
<CAPTION>
                                                               Average    Percent of    Percent of
                             Approx.                          Base Rent     Total         Annual
                             GLA of       Annual      Total   Per Square Building GLA    Base Rent
               Number of    Expiring     Base Rent   Annual   Foot Under Represented   Represented
Year Ending    Leases        Leases     of Expiring   Base     Expiring  By Expiring   By Expiring
December 31,   Expiring   (square feet)   Leases     Rent(1)    Leases     Leases         Leases  
- ------------   --------   ------------- -----------  -------  ---------- ------------  -----------
<S>            <C>        <C>           <C>         <C>        <C>        <C>            <C>
  1996           -           -              -       $ 253,710      -         -              -

  1997           1         2,000        $ 22,000      254,910  $ 11.00      7.12%          8.63%

  1998           2         7,230          86,160      233,610    11.92     25.75          36.88

  1999           1         6,250          75,000      147,450    12.00     22.26          50.86

  2000-2004      -           -              -          72,450      -         -              -

  2005           -           -              -          73,763      -         -              -

</TABLE>

(1) No assumptions were made regarding the releasing  of  expired  leases.  It 
    is management of the Company's current opinion that the space will be 
    released at market rates.

The Company received an appraisal prepared by an independent appraiser who is a
member  in good standing  of  the  American Institute of Real Estate Appraisers
reflecting  a  market  value  of  Prospect  Heights  as  of  June  17,  1996 of
$2,190,000.  It should  be  noted,  however,  that  appraisals are estimates of
value and should not be  relied  on  as  a  measure of true worth or realizable
value.


                                      -3-




<PAGE>   4


Montgomery-Sears, Montgomery, Illinois

On  June  17,  1996,  the  Company  acquired  Montgomery-Sears  Shopping Center
("Montgomery-Sears") from an unaffiliated third  party  for a purchase price of
$3,419,000 on an all cash basis.

Montgomery-Sears, built in 1990, is  a one-story, multi tenant concrete masonry
building aggregating 34,600 rentable square feet.

The table below sets forth  certain  information  with respect to the occupancy
rate at Montgomery-Sears expressed as a percentage of total gross leasable area
for each of the last five years  and the average effective annual base rent per
square foot for each of the last five years.



<TABLE>
<CAPTION>
         Year Ending         Occupancy           Annual Rents Received 
         December 31,          Rate                 Per Square Foot   
         ------------        ---------           ---------------------
<S>                          <C>                   <C>
            1991               95%                   $ 8.88
            1992               95%                     9.50
            1993               95%                     9.84
            1994               95%                    10.48
            1995               95%                     9.47
</TABLE>

As of June 18, 1996,  Montgomery-Sears  was  85%  leased.  Tenants leasing more
than 10% of the building's  square  footage  include Sears Hardware with 20,000
square feet and Blockbuster Video with 7,000 square feet.

The lease with Sears requires a base  rent  of $10.50 per square foot per annum
until September 1, 1996, $11.44 per square  foot per annum from October 1, 1996
to September 30, 1999 and $12.47 per square foot per annum from October 1, 1999
to July 30, 2000 and contains  two  renewal  options of five years each.  Sears
has the right to terminate the lease  at  any time after July 15, 1997 with 180
days notice and payment  of  one  year's  rent.   Sears Hardware sells hardware
supplies and tools.  The lease with  Blockbuster requires a base rent of $13.20
per square foot per annum until  August  31, 2000 and contains a renewal option
for an additional five years.    Blockbuster  Video sells and rents prerecorded
audio and video products.

The vacant space,  totaling  5,100  square  feet,  at  Montgomery-Sears will be
master leased by the seller for a period  of  24 months or until such time as a
tenant begins paying rent at $12.00  per square foot per annum, on a net basis,
for 3,600 square feet and $10.20  per  square  foot,  on a net basis, for 1,500
square feet.

For federal  income  tax  purposes,  the  Company's  depreciable  basis  in the
Montgomery-Sears  building  will  be  approximately  $2,675,000.   Depreciation
expense, for tax purposes,  will  be  computed  using the straight-line method.
Buildings and improvements are based upon estimated useful lives of 40 years.

Real estate taxes to be paid  in  1996  for  the  tax year ended 1995 (the most
recent tax year for which information is available) were $65,310.




                                      -4-




<PAGE>   5


At June 17, 1996, Montgomery-Sears had three tenants.  The following tables set
forth certain information  with  respect  to  the  amount  of and expiration of
leases at this Neighborhood Retail Center.

   

<TABLE>
<CAPTION>
                    Square                            Current     
                    Foot       Lease      Renewal      Annual      Rent Per
     Lessee         Leased      Ends      Options      Rent       Square Foot 
- ---------------     ------     -----      -------     -------     -----------
<S>                  <C>       <C>        <C>      <C>            <C>
Sears Hardware       20,000    07/2000      2/5    $  210,000     $  10.50
Blockbuster           7,000    08/2000      1/5        92,400        13.20
Radio Shack           2,500    09/2000      1/5        25,000        10.00
Vacant*               3,600    06/1998       -         43,200        12.00
Vacant*               1,500    06/1998       -         15,300        10.20
</TABLE>

  * The vacancies currently total 5,100  square  feet, however, the vacant space
    will be master leased by  the  seller  for  a  two-year period at $12.00 per
    square foot, on a net  basis,  for  3,600  square feet and $10.20 per square
    foot, on a net basis, for 1,500 square feet.


<TABLE>
<CAPTION>
                                                               Average    Percent of    Percent of
                             Approx.                          Base Rent     Total         Annual
                             GLA of       Annual      Total   Per Square Building GLA    Base Rent
               Number of    Expiring     Base Rent   Annual   Foot Under Represented   Represented
Year Ending    Leases        Leases     of Expiring   Base     Expiring  By Expiring   By Expiring
December 31,   Expiring   (square feet)   Leases     Rent(1)    Leases     Leases         Leases  
- ------------   --------   ------------- ----------- --------- ---------- ------------- -----------
<S>            <C>        <C>           <C>         <C>       <C>        <C>           <C>
  1996           -           -              -       $ 396,380      -         -              -

  1997           -           -              -         416,640      -         -              -

  1998           1          5,100       $ 61,200      416,640  $ 12.00     14.74%         14.69%

  1999           -           -              -         362,178      -         -              -

  2000           3         29,500        379,004      379,004    12.85     85.26         100.00

  2001-2005      -           -              -            -         -         -              -

</TABLE>

(1) No assumptions were made regarding the releasing  of  expired  leases.  It 
    is management of the Company's current opinion that the space will be 
    released at market rates.


The Company received an appraisal prepared by an independent appraiser who is a
member  in good standing  of  the  American Institute of Real Estate Appraisers
reflecting  a  market  value  of  Montgomery  Sears  as  of  June  17,  1996 of
$3,450,000.  It should  be  noted,  however,  that  appraisals are estimates of
value and should not be  relied  on  as  a  measure of true worth or realizable
value.

Item 7.  Financial Statements and Exhibits

  See Item 7 on Form 8-K, filed on June 14, 1996, incorporated herein by 
reference.

                                      -5-





<PAGE>   6




                                   SIGNATURE



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.


                        Inland Monthly Income Fund III, Inc.
                                   (Registrant)



                        By:/s/ CYNTHIA M. HASSETT
                           --------------------------
                            Cynthia M. Hassett
                            Chief Financial and Accounting Officer


Date:  JUNE 19, 1996
     -----------------
































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