SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1995
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-11128
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BALCOR PENSION INVESTORS-III
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(Exact name of registrant as specified in its charter)
Illinois 36-3164211
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Balcor Plaza
4849 Golf Road, Skokie, Illinois 60077-9894
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 677-2900
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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BALCOR PENSION INVESTORS-III
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1995 and December 31,1994
(UNAUDITED)
ASSETS
1995 1994
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Cash and cash equivalents $19,457,863 $18,445,509
Cash and cash equivalents - Early
Investment Incentive Fund 89,062 21,171
Escrow deposits 201,066 427,562
Escrow deposits - restricted 899,929
Accounts and accrued interest receivable 295,440 286,756
Deferred expenses, net of accumulated
amortization of $31,244 in 1995 and
$28,120 in 1994 31,244 34,368
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20,074,675 20,115,295
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Investment in loans receivable:
Loans receivable - wrap-around
and first mortgages 75,248,626 75,491,676
Less:
Loans payable - underlying mortgages 42,029,379 42,548,988
Allowance for potential loan losses 5,013,959 5,013,959
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Net investment in loans receivable 28,205,288 27,928,729
Real estate held for sale 21,969,541 23,801,567
Investment in joint ventures with affiliates 6,151,608 6,023,084
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56,326,437 57,753,380
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$76,401,112 $77,868,675
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 87,707 $ 119,483
Due to affiliates 153,219 110,862
Other liabilities, principally
real estate taxes and escrow deposits 390,931 1,541,327
Security deposits 117,686 120,870
Mortgage notes payable 5,304,364 7,153,074
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Total liabilities 6,053,907 9,045,616
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Partners' capital (237,476 Limited
Partnership Interests issued) 74,961,815 73,437,669
Less Interests held by Early Investment
Incentive Fund (10,208 at March 31, 1995
and December 31, 1994) (4,614,610) (4,614,610)
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70,347,205 68,823,059
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$76,401,112 $77,868,675
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-III
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1995 and 1994
(UNAUDITED)
1995 1994
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Income:
Interest on loans receivable $ 1,972,025 $ 2,901,262
Less interest on loans payable -
underlying mortgages 1,017,165 1,133,778
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Net interest income on loans receivable 954,860 1,767,484
Income from operations of real estate
held for sale 609,896 234,278
Participation in income of joint ventures
with affiliates 128,524 147,581
Interest on short-term investments 294,255 97,515
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Total income 1,987,535 2,246,858
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Expenses:
Administrative 193,061 236,457
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Total expenses 193,061 236,457
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Income before gain on sale of real estate 1,794,474 2,010,401
Gain on sale of real estate 717,900
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$ 2,512,374 $ 2,010,401
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Net income allocated to General Partner $ 188,428 $ 150,780
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Net income allocated to Limited Partners $ 2,323,946 $ 1,859,621
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Net income per average number of Limited
Partnership Interests outstanding
(227,268 in 1995 and 229,084 in 1994) $ 10.23 $ 8.12
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Distribution to General Partner $ 79,159 $ 108,843
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Distribution to Limited Partners $ 909,069 $ 1,257,212
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Distribution per Limited Partnership
Interests outstanding $ 4.00 $ 5.50
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-III
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1995 and 1994
(UNAUDITED)
1995 1994
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Operating activities:
Net income $ 2,512,374 $ 2,010,401
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of real estate (717,900)
Participation in income of joint
ventures with affiliates (128,524) (147,581)
Amortization of deferred expenses 3,124 3,124
Net change in:
Escrow deposits 226,496 115,198
Escrow deposits - restricted 899,929 (220,643)
Accounts and accrued interest
receivable (8,684) 127,492
Accounts payable (31,776) (118,789)
Due to affiliates 42,357 69,659
Other liabilities (1,150,396) 99,088
Security deposits (3,184) 3,691
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Net cash provided by operating activities 1,643,816 1,941,640
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Investing activities:
Capital contributions to joint venture
partners - affiliates (78,147)
Collection of principal payments on loans
receivable 11,019 6,677
Additions to real estate (20,324)
Proceeds from sale of real estate 856,240
Costs incurred in connection with sale of
real estate (79,750)
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Net cash provided by or (used in)
investing activities 767,185 (71,470)
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Financing activities:
Distribution to Limited Partners (909,069) (1,257,212)
Distribution to General Partner (79,159) (108,843)
Increase in cash and cash equivalents -
Early Investment Incentive Fund (67,891) (84,822)
Principal payments on underlying
loans payable (287,578) (339,474)
Principal payments on mortgage notes payable (54,950) (72,471)
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Net cash used in financing activities (1,398,647) (1,862,822)
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Net change in cash and cash equivalents 1,012,354 7,348
Cash and cash equivalents at beginning
of period 18,445,509 10,156,355
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Cash and cash equivalents at end of period $19,457,863 $10,163,703
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-III
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
Mortgage servicing fees have been reclassified and are included in
administrative expenses during 1995. This reclassification has also been made
to the previously reported 1994 financial statements to conform with the
classification used in 1995. This reclassification has not changed the 1994
results. In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the quarter
ended March 31, 1995 and all such adjustments are of a normal and recurring
nature.
2. Interest Expense:
During the quarters ended March 31, 1995 and 1994, the Partnership incurred and
paid interest expense on mortgage notes payable of $139,203 and $197,214,
respectively.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
quarter ended March 31, 1995 are:
Paid Payable
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Mortgage servicing fees $ 14,517 $ 4,839
Reimbursement of expenses to
the General Partner, at cost None 148,380
4. Investments in Joint Ventures with Affiliates:
The Partnership owns a 27.5% joint venture interest in the Brookhollow/Stemmons
Office Center and a 12.68% joint venture interest in the Perimeter 400 Center
Office Building.
The following information has been summarized from the financial statements of
the joint ventures:
1995
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Net investment in real estate as of March 31 $ 34,289,828
Total liabilities as of March 31 322,565
Total income 1,666,300
Net income 741,475
5. Sale of Real Estate:
In January 1995, the Partnership sold the Crossings Shopping Center in a cash
sale for $2,650,000. The purchaser took title to the property subject to the
existing first mortgage loan which had a balance of $1,793,760. The carrying
value of the property was $1,852,350. For financial statement purposes, the
Partnership recognized a gain of $717,900 on the sale during the first quarter
of 1995.
6. Subsequent Event:
In April 1995, the Partnership paid $6,886,805 to Limited Partners representing
the regular quarterly distribution of available Cash Flow of $4.00 per Interest
for the first quarter of 1995 and a $25.00 per Interest special distribution
representing Mortgage Reductions received from the Continental Park and North
Morris Estates loan prepayments.
BALCOR PENSION INVESTORS-III
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-III (the "Partnership") is a limited partnership
formed in 1982 to invest in wrap-around mortgage loans and, to a lesser extent,
other junior mortgage loans and first mortgage loans. The Partnership raised
$118,738,000 through the sale of Limited Partnership Interests and utilized
these proceeds to fund thirty-two loans. As of March 31, 1995, seven loans
remain outstanding in the Partnership's portfolio. In addition, the Partnership
was operating three properties held for sale and holds minority joint venture
interests in two properties.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1994 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The Partnership recognized a gain on the sale of the Crossings Shopping Center
and improved operations from its real estate investments during the first
quarter of 1995. The two 1994 loan prepayments caused a decrease in net
interest income on loans receivable and an increase in interest on short-term
investments. The combined effect of these events resulted in an increase in net
income for the quarter ended March 31, 1995 as compared to the same period in
1994.
1995 Compared to 1994
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The prepayment of the Continental Park and North Morris Estates loans in June
and November 1994, respectively, the foreclosure of The Woods Apartments in
July 1994 and a decrease in interest income received from the borrower of the
Bannockburn Executive Plaza loan during 1995 resulted in a decrease in net
interest income on loans receivable during the quarter ended March 31, 1995 as
compared to the same period in 1994.
The Partnership has two non-accrual loans at March 31, 1995 which are
collateralized by Carmel on Providence Apartments and Bannockburn Executive
Plaza. The funds advanced by the Partnership for these two loans total
approximately $6,200,000. For non-accrual loans, income is recorded only as
cash payments are received from the borrower. During the quarter ended March
31, 1995, the Partnership received cash payments of net interest income
totaling approximately $85,000 on the Carmel on Providence loan. The
Partnership would have received approximately $73,000 of net interest income
under the terms of the original loan agreement. Of the net interest income
received, $12,000 relates to costs incurred by the Partnership prior to the
borrower's bankruptcy filing, which have been capitalized and accrue interest
payable by the borrower on a quarterly basis. The loan receivable and
underlying first mortgage loan collateralized by the Bannockburn Executive
Plaza matured in January 1994. However, the borrower filed for protection under
the U.S. Bankruptcy Code in November 1993 and did not pay either amount due.
The Partnership, the holder of the underlying loan and the borrower negotiated
a plan of reorganization which became effective in March 1995. The Partnership
received cash payments of net interest income totaling approximately $128,000
during 1995.
Allowances are charged to income when the General Partner believes an
impairment has occurred, either in a borrower's ability to repay the loan or in
the value of the collateral property. Determinations of fair value are made
periodically on the basis of performance under the terms of the loan agreement
and assessments of property operations. Determinations of fair value represent
estimations based on many variables which affect the value of real estate,
including economic and demographic conditions. The Partnership did not
recognize a provision for potential losses on its loans and real estate held
for sale during the quarters ended March 31, 1995 and 1994.
Operations of real estate held for sale represent the net operations of those
properties acquired by the Partnership through foreclosure. At March 31, 1995,
the Partnership was operating the Candlewyck and The Woods apartment complexes
and the Orchards Shopping Center. Original funds advanced by the Partnership
total approximately $12,978,000 for these real estate investments. The
Partnership acquired The Woods Apartments in July 1994, which generated income
during the first quarter of 1995. In addition, operations improved at the
Orchards Shopping Center during 1995 due to increased occupancy levels and
decreased interest expense resulting from the paydown of the first mortgage
loan in connection with the sale of the Orchards Office Building. Operations
also improved at the Candlewyck Apartments due to increased rental income,
which resulted from higher rental rates, and decreased operating expenses. The
combined effect of these events resulted in an increase in income from real
estate held for sale during the quarter ended March 31, 1995 as compared to the
same period in 1994.
Participation in income of joint ventures with affiliates represents the
Partnership's 27.5% and 12.68% shares of income from the Brookhollow/Stemmons
and Perimeter 400 Center office buildings, respectively. Decreased average
occupancy levels at the Perimeter 400 Center Office Building during 1995 was
the primary reason for the decrease in income for the quarter ended March 31,
1995 as compared to the same period in 1994.
Proceeds received in connection with the sales of the Orchards Office Building
and the Crossings Shopping Center in September 1994 and January 1995,
respectively, along with proceeds received in 1994 from the prepayment of the
Continental Park and North Morris Estates loans were invested when received and
resulted in an increase in interest income on short-term investments during the
quarter ended March 31, 1995 as compared to the same period in 1994. Higher
interest rates earned on short-term investments also contributed to the
increase. A portion of these proceeds were distributed to Limited Partners in
April 1995.
Decreases in accounting, printing and mortgage servicing fees resulted in a
decrease in administrative expense during the quarter ended March 31, 1995 as
compared to the same period in 1994.
During the quarter ended March 31, 1995, the Partnership recognized a gain of
$717,900 in connection with the sale of the Crossings Shopping Center. See Note
5 of Notes to Financial Statements for additional information.
Liquidity and Capital Resources
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The cash position of the Partnership increased as of March 31, 1995 when
compared to December 31, 1994. The Partnership generated cash flow from its
operating activities primarily as a result of the net interest income earned on
its loans receivable, the operations of its properties, and the interest
received on its short-term investments. The payment of administrative costs
partially offset this cash flow. The Partnership also generated cash from its
investing activities primarily as a result of the sale of the Crossings
Shopping Center. The Partnership used cash to fund its financing activities
relating primarily to the payment of distributions to the General Partner and
Limited Partners and the payment of principal on underlying loans and mortgage
notes payable. A portion of the cash reserves is being held for anticipated
capital requirements at the Partnership's properties.
The Partnership classifies the cash flow performance of its properties as
either positive, marginal or a significant deficit, each after consideration of
debt service payments unless otherwise indicated. A deficit is considered to be
significant if it exceeds $250,000 annually or 20% of the property's rental and
service income. The Partnership defines cash flow generated from its properties
as an amount equal to the property's revenue receipts less property related
expenditures, which include debt service payments. During the quarters ended
March 31, 1995 and 1994, the Candlewyck Apartments and Orchards Shopping Center
generated positive cash flow. The Woods Apartments, which was acquired through
foreclosure in July 1994, also generated positive cash flow during 1995. The
Candlewyck and The Woods apartment complexes and the Orchards Shopping Center
have occupancy rates of 97%, 92% and 89%, respectively. The Crossings Shopping
Center was sold in January 1995. The Brookhollow/Stemmons and Perimeter 400
Center office complexes, properties in which the Partnership holds minority
joint venture interests, generated positive cash flow during the quarters ended
March 31, 1995 and 1994. The General Partner is continuing its efforts to
maintain high occupancy levels, while increasing rents where possible, and to
monitor and control operating expenses and capital improvement requirements at
the properties. The General Partner will also examine the terms of any mortgage
loans collateralized by its properties, and may refinance or, in certain
instances, use Partnership reserves to repay such loans.
Certain borrowers have failed to make payments when due to the Partnership for
more than ninety days and, accordingly, these loans have been placed on non-
accrual status (income is recorded only as cash payments are received). The
General Partner has negotiated with some of these borrowers regarding
modifications of the loan terms and has instituted foreclosure proceedings
under certain circumstances. Such foreclosure proceedings may be delayed by
factors beyond the General Partner's control such as bankruptcy filings by
borrowers and state law procedures regarding foreclosures. Further, certain
loans made by the Partnership have been restructured to defer and/or reduce
interest payments where the properties collateralizing the loans were
generating insufficient cash flow to support property operations and debt
service.
Because of the current weak real estate markets in certain cities and regions
of the country, attributable to local and regional market conditions such as
overbuilding and recessions in local economies and specific industry segments,
certain borrowers have requested that the Partnership allow prepayment of
mortgage loans. The Partnership has allowed some of these borrowers to prepay
such loans, in some cases without assessing prepayment premiums, under
circumstances where the General Partner believed that refusing to allow such
prepayment would ultimately prove detrimental to the Partnership because of the
likelihood that the properties would not generate sufficient revenues to keep
loan payments current. In other cases, borrowers have requested prepayment in
order to take advantage of lower available interest rates. In these cases, the
Partnership has collected substantial prepayment premiums.
During February 1995, a plan of reorganization related to the Bannockburn
Executive Plaza loan was confirmed by the Bankruptcy Court effective March
1995. Pursuant to the plan, the maturity date of the loan was extended to
December 1, 1997 and the loan will continue to bear interest at 14.5% per annum
with a pay rate of 9% per annum. The maturity of the underlying loan was also
extended to December 1, 1997, and the borrower was required to pay $232,031
directly to the holder of the underlying loan to reduce the principal balance
of the loan.
In January 1995, the Partnership sold the Crossings Shopping Center in a cash
sale for $2,650,000. The purchaser took title to the property subject to the
existing $1,793,760 first mortgage loan. See Note 5 of Notes to Financial
Statements for additional information.
Distributions to Limited Partners can be expected to fluctuate for various
reasons. Generally, distributions are made from Cash Flow generated by interest
and other payments made by borrowers under the Partnership's mortgage loans.
Loan prepayments and repayments can initially cause Cash Flow to increase as
prepayment premiums and participations are paid; however, thereafter
prepayments and repayments will have the effect of reducing Cash Flow. If such
proceeds are distributed, Limited Partners will have received a return of
capital and the dollar amount of Cash Flow available for distribution
thereafter can be expected to decrease. Distribution levels can also vary as
loans are placed on non-accrual status, modified or restructured and, if the
Partnership has taken title to properties through foreclosure or otherwise, as
a result of property operations.
In April 1995, the Partnership paid $6,886,805 to Limited Partners representing
the quarterly distribution for the first quarter of 1995 of $4.00 of Cash Flow
per Interest and a special distribution of $25.00 per Interest representing
Mortgage Reductions received from the Continental Park and North Morris Estates
loan prepayments. The level of the regular quarterly distribution is consistent
with the amount distributed for the fourth quarter of 1994. The Partnership
also paid $79,159 to the General Partner as its distributive share of the Cash
Flow distributed for the first quarter of 1995 and $26,386 as its contribution
to the Early Investment Incentive Fund. To date, the Partnership has
distributed $541.80 per $500 Interest, of which $431.80 represents Cash Flow
from operations and $110.00 represents a return of Original Capital.
The Partnership expects to continue making cash distributions from the Cash
Flow generated by the receipt of mortgage payments and Cash Flow from property
operations, less payments on the underlying loans and administrative expenses.
The General Partner believes the Partnership has retained an appropriate amount
of working capital to meet cash or liquidity requirements which may occur.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
(4) Form of Subscription Agreement, previously filed as Exhibit 4(a) to
Amendment No. 2 to the Registrant's Registration Statement on Form S-11 dated
May 20, 1982 (Registration Statement No. 2-75938) and as Exhibit 4(a) to the
Registrant's Registration Statement on Form S-11 dated November 2, 1982
(Registration No. 2-80123); and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for
the quarter ended June 30, 1992 (Commission File No. 0-11128) are incorporated
herein by reference.
(27) Financial Data Schedule of the Registrant for the three month period ended
March 31, 1995 is attached hereto.
(b) Reports on Form 8-K: There were no reports filed on Form 8-K during the
quarter ended March 31, 1995.
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.
BALCOR PENSION INVESTORS-III
By: /s/Thomas E. Meador
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Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-II, the General Partner
By: /s/Brian Parker
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Brian Parker
Senior Vice President, and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Mortgage Advisors-II, the
General Partner
Date: May 12, 1995
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