FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-9567
NATIONAL PROPERTY INVESTORS III
(Exact name of small business issuer as specified in its charter)
California 13-2974428
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
NATIONAL PROPERTY INVESTORS III
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 2000
Assets
Cash and cash equivalents $ 923
Receivables and deposits 558
Restricted escrows 566
Other assets 658
Investment properties:
Land $ 3,023
Buildings and related personal property 35,649
38,672
Less accumulated depreciation (26,430) 12,242
$ 14,947
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 149
Tenant security deposit liabilities 208
Accrued property taxes 657
Other liabilities 409
Mortgage notes payable 27,010
Partners' Deficit
General partner $ (278)
Limited partners (48,049 units
issued and outstanding) (13,208) (13,486)
$ 14,947
See Accompanying Notes to Consolidated Financial Statements
b)
NATIONAL PROPERTY INVESTORS III
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Revenues:
Rental income $ 2,182 $ 2,135 $ 4,248 $ 4,207
Other income 174 116 308 191
Total revenues 2,356 2,251 4,556 4,398
Expenses:
Operating 679 745 1,531 1,481
General and administrative 82 58 222 122
Depreciation 403 355 795 709
Interest 521 481 1,042 962
Property taxes 187 188 374 377
Total expenses 1,872 1,827 3,964 3,651
Net income $ 484 $ 424 $ 592 $ 747
Net income allocated
to general partner (1%) $ 5 $ 4 $ 6 $ 7
Net income allocated
to limited partners (99%) 479 420 586 740
$ 484 $ 424 $ 592 $ 747
Net income per limited
partnership unit $ 9.97 $ 8.74 $ 12.20 $ 15.40
Distributions per limited
partnership unit $ 33.70 $ -- $104.77 $ --
See Accompanying Notes to Consolidated Financial Statements
c)
NATIONAL PROPERTY INVESTORS III
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 48,049 $ 1 $ 24,025 $ 24,026
Partners' deficit at
December 31, 1999 48,049 $ (258) $ (8,760) $ (9,018)
Net income for the six months
ended June 30, 2000 -- 6 586 592
Distributions to partners -- (26) (5,034) (5,060)
Partners' deficit at
June 30, 2000 48,049 $ (278) $(13,208) $(13,486)
See Accompanying Notes to Consolidated Financial Statements
d)
NATIONAL PROPERTY INVESTORS III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
2000 1999
Cash flows from operating activities:
Net income $ 592 $ 747
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 795 709
Amortization of loan costs 48 48
Change in accounts:
Receivables and deposits (160) (439)
Other assets 7 179
Accounts payable (14) 16
Tenant security deposit liabilities 31 21
Accrued property taxes 13 49
Other liabilities (1) 1
Net cash provided by operating activities 1,311 1,331
Cash flows from investing activities:
Property improvements and replacements (907) (328)
Net withdrawals from restricted escrows 154 7
Net cash used in investing activities (753) (321)
Cash flows from financing activities:
Payments on mortgage notes payable (83) (43)
Loan costs paid (69) --
Distributions to partners (5,060) --
Net cash used in financing activities (5,212) (43)
Net (decrease) increase in cash and cash equivalents (4,654) 967
Cash and cash equivalents at beginning of period 5,577 1,243
Cash and cash equivalents at end of period $ 923 $ 2,210
Supplemental disclosure of cash flow information:
Cash paid for interest $ 994 $ 914
At December 31, 1999, approximately $135,000 of property improvements and
replacements were included in accounts payable and other liabilities.
See Accompanying Notes to Consolidated Financial Statements
e)
NATIONAL PROPERTY INVESTORS III
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of National
Property Investors III (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of NPI Equity Investments, Inc. ("NPI
Equity" or the "Managing General Partner"), all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended June
30, 2000, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999.
Principles of Consolidation
The Partnership's financial statements include the accounts of National
Pinetree, LP, of which the Partnership owns a 99% limited partnership interest,
and of Summerwalk NPI III, LP, of which the Partnership owns a 99.9% interest.
The Partnership has the ability to control the major operating and financial
policies of these partnerships. All interpartnership transactions have been
eliminated.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this transaction has had or will have a material effect on the affairs and
operations of the Partnership.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with the Managing General Partner and its affiliates
were incurred during the six months ended June 30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $230 $217
Reimbursement for services of affiliates (included in
investment properties and general and administrative
expenses) 99 76
Non-accountable reimbursement (included in general and
administrative expenses) 100 --
During the six months ended June 30, 2000 and 1999, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from the
Partnership's properties for providing property management services. The
Partnership paid to such affiliates approximately $230,000 and $217,000 for the
six months ended June 30, 2000 and 1999, respectively.
Affiliates of the Managing General Partner received reimbursements of
accountable administrative expenses amounting to approximately $99,000 and
$76,000 for the six months ended June 30, 2000 and 1999, respectively.
For services relating to the administration of the Partnership and operation of
the Partnership's properties, the Managing General Partner is entitled to
receive payment for the non-accountable expenses up to a maximum of $100,000 per
year based upon the number of Partnership units sold, subject to certain
limitations. The Managing General Partner received approximately $100,000 during
the six months ended June 30, 2000 in connection with the distributions paid to
the partners. No such reimbursement was earned during the six months ended June
30, 1999.
The Managing General Partner has extended to the Partnership a $300,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit. Based on present plans, the Managing General Partner
does not anticipate the need to borrow in the near future. Other than cash and
cash equivalents, the line of credit is the Partnership's only unused source of
liquidity.
AIMCO and its affiliates currently own 33,265 limited partnership units in the
Partnership representing 69.23% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. Under
the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership of 69.23% of the outstanding units, AIMCO is in a position to
influence all voting decisions with respect to the Registrant. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Managing General Partner because of their
affiliation with the Managing General Partner. However, DeForest Ventures II LP,
from whom Insignia Properties LP ("IPLP"), an affiliate of the Managing General
Partner, acquired its Units, had agreed for the benefit of non-tendering unit
holders, that it would vote its Units acquired on January 19, 1996, (i) against
any increase in compensation payable to the Managing General Partner or to
affiliates; and (ii) on all other matters submitted by it or its affiliates, in
proportion to the vote cast by non tendering unit holders. Except for the
foregoing, no other limitations are imposed on IPLP's right to vote each Unit
acquired.
Note D - Distributions
During the six months ended June 30, 2000, the Partnership distributed
approximately $5,060,000 (approximately $5,034,000 to limited partners or
$104.77 per limited partnership unit). This distribution represents
approximately $2,482,000 to the limited partners ($51.66 per limited partnership
unit) of proceeds from the 1999 refinancing of Pinetree Apartments and
approximately $2,578,000 (approximately $2,552,000 to limited partners or $53.11
per limited partnership unit) of cash flow from operations. Subsequent to the
six months ended June 30, 2000, a distribution of approximately $96,000
(approximately $95,000 to limited partners or $1.98 per limited partnerhsip
unit) was declared and paid. There were no distributions during the six months
ended June 30, 1999.
Note E - Segment Information
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of three apartment
complexes, one of which is located in each of Illinois, North Carolina, and
Florida. The Partnership rents apartment units to tenants for terms that are
typically twelve months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the three and six month periods ended June 30, 2000 and
1999, is shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.
Three Months Ended June 30, 2000 Residential Other Totals
Rental income $ 2,182 $ -- $ 2,182
Other income 169 5 174
Interest expense 521 -- 521
Depreciation 403 -- 403
General and administrative expense -- 82 82
Segment profit (loss) 561 (77) 484
Six Months Ended June 30, 2000 Residential Other Totals
Rental income $ 4,248 $ -- $ 4,248
Other income 279 29 308
Interest expense 1,042 -- 1,042
Depreciation 795 -- 795
General and administrative expense -- 222 222
Segment profit (loss) 785 (193) 592
Total assets 14,830 117 14,947
Capital expenditures for investment
properties 772 -- 772
Three Months Ended June 30, 1999 Residential Other Totals
Rental income $ 2,135 $ -- $ 2,135
Other income 115 1 116
Interest expense 481 -- 481
Depreciation 355 -- 355
General and administrative expense -- 58 58
Segment profit (loss) 481 (57) 424
Six Months Ended June 30, 1999 Residential Other Totals
Rental income $ 4,207 $ -- $ 4,207
Other income 189 2 191
Interest expense 962 -- 962
Depreciation 709 -- 709
General and administrative expense -- 122 122
Segment profit (loss) 867 (120) 747
Total assets 15,156 76 15,232
Capital expenditures for investment
properties 328 -- 328
Note F - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, its Managing General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited partnership units; the management of partnerships by the Insignia
affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operation. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's investment properties consist of three apartment complexes.
The following table sets forth the average occupancy for each of the properties
for both of the six month periods ended June 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Lakeside Apartments 95% 95%
Lisle, Illinois
Pinetree Apartments 94% 95%
Charlotte, North Carolina
Summerwalk Apartments 90% 97%
Winter Park, Florida (1)
(1) The Managing General Partner attributes the decrease in occupancy at
Summerwalk Apartments to the July 1999 fire that destroyed one building
consisting of eight units as well as tenant move-outs in surrounding
buildings due to the construction which is currently in process.
Results of Operations
The Partnership's net income for the three and six months ended June 30, 2000
was approximately $484,000 and $592,000 compared to net income of approximately
$424,000 and $747,000 for the three and six months ended June 30, 1999. The
decrease in net income for the six month period ended June 30, 2000 is primarily
due to an increase in total expenses partially offset by an increase in total
revenues. The increase in net income for the three months ended June 30, 2000 is
primarily due to an increase in total revenues partially offset by an increase
in total revenues. The increase in total expenses for the six month period ended
June 30, 2000 is due to an increase in operating, general and administrative,
depreciation, and interest expenses. The increase in operating expense is
primarily due to increases in salary and utility expense at all of the
Partnership's investment properties except Pinetree Apartments. The increase in
general and administrative expense is due to the payment of non-accountable
reimbursements to the Managing General Partner with the 2000 distributions. No
such reimbursements were earned during the six months ended June 30, 1999. The
increased depreciation expense is the result of the addition of capital assets
during the past twelve months. The increase in interest expense is due to the
October 1999 refinancing of Pinetree Apartments with a larger portion of the
monthly debt service payment being allocated to interest. The increase in total
expenses for the three months ended June 30, 2000, is due to an increase in
general and administrative, depreciation and interest expenses, as discussed
above.
The increase in total revenues for both the three and six months ended June 30,
2000 is primarily due to an increase in other income. The increase in other
income is primarily due to an increase in interest income, as a result of larger
interest bearing cash account balances and an increase in miscellaneous income
at Lakeside Apartments.
Included in general and administrative expenses for the six months ended June
30, 2000 and 1999, are reimbursements to the Managing General Partner allowed
under the Partnership Agreement associated with its management of the
Partnership. Also included are Partnership management fees associated with
non-accountable reimbursements allowed with distributions. In addition, costs
associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Capital Resources and Liquidity
At June 30, 2000, the Partnership had cash and cash equivalents of approximately
$923,000 as compared to approximately $2,210,000 at June 30, 1999. For the six
months ended June 30, 2000, cash and cash equivalents decreased approximately
$4,654,000 from the Partnership's year ended December 31, 1999. The decrease in
cash and cash equivalents is due to approximately $5,212,000 of cash used in
financing activities and approximately $753,000 of cash used in investing
activities, partially offset by approximately $1,311,000 of cash provided by
operating activities. Cash used in financing activities consists of
distributions to the partners, and, to a lesser extent, loan costs paid and
payments of principal made on the mortgages encumbering Pinetree and Summerwalk
Apartments. Cash used in investing activities consists of property improvements
and replacements partially offset by net withdrawals from restricted escrows
maintained by the mortgage lenders. The Partnership invests its working capital
reserves in a money market account.
The Managing General Partner has extended to the Partnership a $300,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit. Based on present plans, the Managing General Partner
does not anticipate the need to borrow in the near future. Other than cash and
cash equivalents, the line of credit is the Partnership's only unused source of
liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership and to comply with Federal,
state and local legal and regulatory requirements. Capital improvements planned
for each of the Partnership's properties are detailed below.
Lakeside Apartments
During the six months ended June 30, 2000, the Partnership completed
approximately $169,000 of capital improvements at Lakeside Apartments consisting
primarily of floor covering replacement, furniture and fixture upgrades, air
conditioning and water heater replacements, and appliance replacements. These
improvements were funded from operating cash flows and replacement reserves.
Approximately $354,000 has been budgeted for capital improvements at Lakeside
Apartments for the year 2000 consisting primarily of floor covering
replacements, appliance replacement, furniture and fixtures upgrades, and
structural improvements. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.
Pinetree Apartments
During the six months ended June 30, 2000, the Partnership completed
approximately $68,000 of capital improvements at Pinetree Apartments consisting
primarily of structural improvements, floor covering replacements, exterior
painting, and appliance replacements. These improvements were funded from
operating cash flows and replacement reserves. Approximately $125,000 has been
budgeted for capital improvements at Pinetree Apartments for the year 2000
consisting primarily of structural improvements, floor covering replacements,
roof replacements, and wallcoverings. Additional improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.
Summerwalk Apartments
During the six months ended June 30, 2000, the Partnership completed
approximately $535,000 of budgeted and unbudgeted capital improvements at
Summerwalk Apartments consisting primarily of plumbing improvements, exterior
painting, structural improvements, parking lot upgrades, electrical upgrades,
lighting fixtures, and floor covering replacements. These improvements were
funded from replacement reserves and operating cash flows. Approximately
$419,000 has been budgeted for capital improvements at Summerwalk Apartments for
the year 2000 consisting primarily of major landscaping, electrical upgrades,
structural improvements, floor covering replacement, appliance replacements, and
HVAC replacements. Additional improvements may be considered and will depend on
the physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Partnership's distributable cash flow,
if any, may be adversely affected at least in the short term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $27,010,000 encumbering the Partnership's
properties are being amortized over varying periods with balloon payments due
over periods ranging from November 2003 to November 2019. The Managing General
Partner will attempt to refinance such remaining indebtedness and/or sell the
properties prior to such maturity dates. If the properties cannot be refinanced
or sold for a sufficient amount, the Partnership will risk losing such
properties through foreclosure.
During the six months ended June 30, 2000, the Partnership distributed
approximately $5,060,000 (approximately $5,034,000 to limited partners or
$104.77 per limited partnership unit). This distribution represents
approximately $2,482,000 to the limited partners ($51.66 per limited partnership
unit) of proceeds from the 1999 refinancing of Pinetree Apartments and
approximately $2,578,000 (approximately $2,552,000 to the limited partners or
$53.11 per limited partnership unit) of cash flow from operations. Subsequent to
the six months ended June 30, 2000, a distribution of approximately $96,000
(approximately $95,000 to limited partners or $1.98 per limited partnership
unit) was declared and paid. The Partnership's distribution policy is reviewed
on a semi-annual basis. Future cash distributions will depend on the levels of
net cash generated from operations, the availability of cash reserves, and the
timing of debt maturities, refinancings and/or property sales. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations after required capital improvements to permit further distributions
to its partners during the remainder of 2000 or subsequent periods.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, its Managing General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited partnership units; the management of partnerships by the Insignia
affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATIONAL PROPERTY INVESTORS III
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date: August 11, 2000