INLAND MONTHLY INCOME FUND III INC
8-K, 1996-07-12
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
    As filed with the Securities and Exchange Commission on July 12, 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:  July 1, 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)















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<PAGE>   2
Item 2.  Acquisition of Disposition of Assets


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


Zany Brainy, Wheaton, Illinois

On July 1, 1996, the Company acquired  fee simple title to a single-user retail
property in Wheaton, Illinois  (the  "Zany  Brainy  Store"), which facility has
been leased to Children's  Concepts,  Inc.  which  does business as Zany Brainy
("Zany Brainy"), from  an  unaffiliated  third  party  for  a purchase price of
$2,455,000 on an all cash basis.   Zany Brainy sells children's books, computer
software, toys, and related items. 

The Zany  Brainy  Store,  built  in  1995,  is  a  single-user  retail property
aggregating 12,499 rentable square feet and is leased to Zany Brainy.

The lease with Zany Brainy requires a  base  rent of $22.00 per square foot per
annum until November 2000,  which  increases  for  the  period December 2000 to
November 2005 to the lesser of  $24  per  square foot per annum or a calculated
amount using the consumer price index.  The lease with Zany Brainy contains two
renewal options of five years each.  

For federal income tax purposes,  the  Company's  depreciable basis in the Zany
Brainy Store will be approximately  $1,617,000.   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 $1,292 for vacant
land.  Real estate taxes to be  paid  in  1997  for the tax year ended 1996 are
expected to be $35,000 for improved land.

The following tables set forth  certain  information with respect to the amount
of and expiration of the Zany Brainy lease. 

<TABLE>
<CAPTION>
  
                    Square                            Current     
                     Foot      Lease      Renewal      Annual      Rent Per
     Lessee         Leased      Ends      Options       Rent      Square Foot 
- ---------------    --------  ----------  --------  ------------- ------------
<S>                <C>       <C>         <C>       <C>           <C>
Zany Brainy          12,499    11/2006      2/5    $  274,978     $  22.00

</TABLE>










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<PAGE>   3

<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>
  1996-1999      -           -              -       $274,978       -         -              -

  2000           -           -              -       $289,560 (2)   -         -              -

  2001-2004      -           -              -       $299,976       -         -              -

  2005           1         12,499       $299,976    $299,976   $ 24.00     100%           100%


</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.

(2) The base rent will increase in December 2000 to the lesser of $24.00 per
    square foot per annum or $274,978* (1.0 plus the sum of CPI for the
    first five years plus .025).  For presentation purposes, $24.00 per square
    foot per annum was used.


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 the Zany Brainy Store as of July 1, 1996 of
$2,490,000. 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.















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<PAGE>   4


                                  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: JULY 11, 1996
      -------------































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