SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
December 20, 1996
Date of Report (Date of earliest event reported)
DELPHI FILM ASSOCIATES
III
(Exact name of registrant as specified in its
charter)
New York 0-13158 13-
3177344
(State or other (Commission (IRS
Employer
jurisdiction of incorporation) File Number)
Identification No.)
666 Third Avenue, New York, New York
10017
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area
code 212-983-9040
Item 2. Acquisition or Disposition of Assets
Columbia Pictures Industries, Inc. ("Columbia") and TriStar
Pictures, Inc. ("TriStar") offered to purchase from Delphi Film
Associates III (the "Partnership") its interest in Columbia-
Delphi III Productions (the "Columbia Joint Venture") and in Tri-
Star-Delphi III Productions (the "Tri-Star Joint Venture"),
(collectively, the "Joint Ventures"), for $800,000 and
$1,200,000, respectively. The General Partner, on behalf of the
Partnership, accepted this offer. The definitive documentation
for these transactions (the "Transactions") was executed and
delivered as of December 20, 1996 (the "Effective Date"). The
Partnership received the aggregate sale proceeds of $2,000,000
on December 23, 1996. The gain to be recognized from the
Transactions will approximate $925,000, representing sale
proceeds of $2,000,000 less the amounts recorded by the
Partnership as receivables from and investment in the Joint
Ventures as of the Effective Date. The sale proceeds less
Partnership expenses and less a reserve for expenses will be
distributed to partners in accordance with the Amended Agreement
of Limited Partnership (the "Partnership Agreement").
Item 5. Other Events
The Partnership received the proceeds from the sale of its
interest in the Joint Ventures on December 23, 1996. As a result
of the sale of its interest in the Joint Ventures, the
Partnership dissolved in accordance with the provisions of the
Partnership Agreement.
On December 24, 1996, the Partnership made a final cash
distribution to its limited partners in the amount of $2,672,901
($275.50 per unit). On December 24, 1996, the Partnership made a
final distribution to the General Partner in the amount of
$26,999. In addition, on December 24, 1996, the Partnership
transferred approximately $260,000 to the General Partner, as a
reserve to pay and/or otherwise satisfy liabilities and/or
obligations of the Partnership that presently exist or that are
expected to arise in the future. These distributions and
payments represented the final distributions of the Partnership.
Accordingly, the Partnership has been effectively liquidated and
terminated.
Item 7. Financial Statements, Pro forma Financial Information
and Exhibits
Pro forma financial information.
The following unaudited pro forma financial information
reflects the Transactions as if they had occurred as of January
1, 1996 or January 1, 1995, respectively. The results of
operations for the nine month period ended September 30, 1996 and
the year ended December 31, 1995 would not have reflected the
Share of Profit in Motion Picture Venture--Columbia-Delphi III
Productions and the Share of Profit in Motion Picture Venture--
Tri-Star-Delphi III Productions. In addition, the results of
operations for the nine month period ended September 30, 1996 and
the year ended December 31, 1995 would have reflected the gain on
sale of interests in the Joint Ventures, interest income from
short-term investments retained after distributions to partners
and would have provided for operating expenses to liquidate the
Partnership. Giving effect to the Transactions, as if they had
occurred on January 1, 1996 and January 1, 1995, respectively,
the pro forma net income for the nine month period ended
September 30, 1996 and the year ended December 31, 1995 would
have been approximately $87,000 and $647,000, respectively. Net
profit per unit of limited partnership interest is calculated in
accordance with the Partnership Agreement. For the nine month
period ended September 30, 1996 and the year ended December 31,
1995, the pro forma net profit per unit of limited partnership
interest would have been approximately $9 and $66, respectively,
as compared to the stated net profit per unit of limited
partnership interest of $15 and $121, respectively. In addition,
if the Transactions and distribution to partners had occurred as
of September 30, 1996, the balance sheet as of that date would
have only reflected cash and accrued expenses necessary to
liquidate the Partnership.
Exhibits
10.1 Purchase and Sale Agreement dated as of December 20, 1996-
Interest in Columbia-Delphi III Productions.
10.2 Purchase and Sale Agreement dated as of December 20, 1996-
Interest in Tri-Star-Delphi III Productions.
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.
DELPHI FILM ASSOCIATES III
A New York Limited Partnership
By: THE DELPHI GROUP,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
December 24, 1996 /s/ Diane T. Herte
Date Diane T. Herte
Treasurer of the Managing Partner
of the
General Partner
(principal financial officer and
principal
accounting officer of the
Registrant)
December 24, 1996 /s/ Steven N. Baumgarten
Date Steven N. Baumgarten
Director and Vice President of the
Managing Partner of the General
Partner