SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: January 14, 1999 LDP-III (Exact name of registrant as specified in its charter) California 0-13559 94-2911983 (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation) P.O. Box 130, Carbondale, Colorado 81623 (Address of principal executive offices) (970) 963-8007 (Registrant's telephone number, including area code) ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not Applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 31, 1998, the registrant sold the last of its real property investments known as Jefferson Place Office Building, located in Boise, Idaho. The buyer, Jackson Food Stores, is not affiliated with the registrant. The sale price received by the registrant was $4,405,000 which resulted in a gain of $1,065,055 and cash proceeds of $1,732,642. Jefferson Place was the final operating property owned by LDP- III. The Partnership intends to wind up and dissolve its operations as of December 31, 1998, the date of the sale of the Partnership's remaining property. Immediately subsequent to the sale of this property, the Partnership had no "Ongoing Operations" to report. Therefore, the presentation of Pro Forma Financial Statements to report the ongoing operations of the Partnership, excluding the property sold, are inapplicable under the circumstances. The Partnership has declared a Cash Distribution of $30 per unit to unit holders of record as of December 31, 1998. This distribution represents a partial distribution of the remaining funds of Partnership. Funds not needed for winding up and dissolving the Partnership will be distributed to the Limited Partner Unit Holders along with their final tax form K-1 on or before March 15, 1999, after which time the Partnerhsip shall be considered dissolved. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not Applicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS Not Applicable ITEM 5. OTHER EVENTS Not Applicable ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not Applicable ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of business acquired Not Applicable (b) Pro Forma Financial Statements Not Applicable (c) Exhibits Not Applicable ITEM 8. CHANGE IN FISCAL YEAR Not Applicable 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. Date: January 14, 1999 LDP-III By: /s/ Gregory L. Mohl Controller Landsing Equities Corporation Managing General Partner