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 (Date of Earliest Event Reported): August 27, 1999
COPLEY REALTY INCOME PARTNERS 3; A LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
0-17809 04-3005973
(Commission File Number) (IRS Employer Identification No.)
225 Franklin Street, 25th Floor
Boston, MA 02110
(Address of principal executive offices) (Zip Code)
(617) 261-9000
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
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Copley Realty Income Partners 3; A Limited Partnership (the "Partnership")
owns a 58% partnership interest in Hewson Shasta Way Associates (the "Joint
Venture"), a general partnership organized to own real property. The remaining
42% is owned by Copley Realty Income Partners 4; A Limited Partnership, an
affiliate of the Partnership. On August 27, 1999, the Joint Venture sold its
property located at 355 E. Easy Street, Simi Valley, California. The property
was sold to an unaffiliated third party (the "Buyer") for gross proceeds of
$13,057,000, of which the Partnership's share was $7,573,060. The selling price
was determined by arms-length negotiation between the Joint Venture and the
Buyer. The Partnership received its 58% share of the net proceeds, $7,464,000,
and recognized a gain of approximately $2,659,000.
Item 7. Financial Statements and Exhibits.
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In connection with the disposition of the asset discussed in Item 2 above,
pro forma financial statements are presented below. The pro forma balance sheet
is presented as of June 30, 1999 (Exhibit A). The pro forma income statements
are presented for the fiscal year ended December 31, 1998 (Exhibit B) and the
six month period ended June 30, 1999 (Exhibit C).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 10, 1999 COPLEY REALTY INCOME PARTNERS 3;
A LIMITED PARTNERSHIP
(Registrant)
By: Third Income Corp.,
Managing General Partner
By: /s/ Alison Husid Cutler
---------------------------------
Name: Alison Husid Cutler
Title: President, Chief Executive
Officer and Director
Copley Realty Income Partners 3;
A Limited Partnership
Pro Forma Balance Sheet
June 30, 1999
Unaudited
EXHIBIT A
Pro Forma June 30, 1999
June 30, 1999 Adjustment Pro Forma
------------- ---------- ---------
ASSETS
Joint Venture 4,805,466 (4,805,466) $ 0
Cash and cash equivalents 10,421,528 7,464,000 (a) 17,885,528
----------- ----------- -----------
$15,226,994 $ 2,658,534 $17,885,528
=========== =========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 33,171 0 $ 33,171
Accrued management fee 27,614 0 27,614
Deferred disposition fee 285,150 0 285,150
----------- ----------- -----------
Total liabilities 345,935 0 345,935
----------- ----------- -----------
Partners' capital (deficit):
Limited partners ($800 per unit;
100,000 units authorized, 27,641
units issued and outstanding) 14,919,300 2,631,949 (a) 17,551,249
General partners (38,241) 26,585 (a) (11,656)
----------- ----------- -----------
Total partners' capital 14,881,059 2,658,534 17,539,593
----------- ----------- -----------
$15,226,994 $ 2,658,534 $17,885,528
=========== =========== ===========
Copley Realty Income Partners 3;
A Limited Partnership
Pro Forma Income Statement
Year Ended December 31, 1998
Unaudited
EXHIBIT B
Year Ended
Year Ended Pro Forma December 31, 1998
December 31, 1998 Adjustment Pro Forma
----------------- ---------- ---------
Investment Activity
Property rentals $ 988,047 0 $ 988,047
Property operating expenses (105,723) 0 (105,723)
Depreciation and amortization (315,530) 6,535 (b) (308,995)
----------- ----------- -----------
566,794 6,535 573,329
Joint venture earnings 356,404 (356,404)(b) 0
----------- ----------- -----------
Total real estate operations 923,198 (349,869) 573,329
Gain on sale of joint venture 0 2,658,534 (a) 2,658,534
----------- ----------- -----------
Total real estate activity 923,198 2,308,665 3,231,863
Interest on cash equivalents and short
term investments 109,707 0 109,707
----------- ----------- -----------
Total investment activity 1,032,905 2,308,665 3,341,570
Portfolio Expenses
Management fee 143,590 (54,176)(e) 89,414
General and administrative 89,903 (2,900)(f) 87,003
----------- ----------- -----------
233,493 (57,076) 176,417
----------- ----------- -----------
Net income $ 799,412 $ 2,365,741 $ 3,165,153
=========== =========== ===========
Net income per limited partnership
unit $ 28.63 $ 84.73 (c) $ 113.36
=========== =========== ===========
Number of limited partnership units
outstanding during the year 27,641 27,641 27,641
=========== =========== ===========
Copley Realty Income Partners 3;
A Limited Partnership
Pro Forma Income Statement
Six Months Ended June 30, 1999
Unaudited
EXHIBIT C
Six Months Ended
Six Months Ended Pro Forma June 30, 1999
June 30, 1999 Adjustment Pro Forma
------------- ---------- ---------
Investment Activity
Property rentals $ 479,466 0 $ 479,466
Property operating expenses (56,390) 0 (56,390)
Depreciation and amortization (80,126) 3,267 (d) (76,859)
----------- ----------- -----------
342,950 3,267 346,217
Joint venture earnings 225,052 (225,052)(d) 0
Gain on sale of investments 1,118,340 2,658,534 (a) 3,776,874
----------- ----------- -----------
Total real estate operations 1,686,342 2,436,749 4,123,091
Interest on cash equivalents and short
term investments 44,872 0 44,872
----------- ----------- -----------
Total investment activity 1,731,214 2,436,749 4,167,963
Portfolio Expenses
Management fee 55,227 (31,591)(e) 23,636
General and administrative 41,419 0 41,419
----------- ----------- -----------
96,646 (31,591) 65,055
----------- ----------- -----------
Net income $ 1,634,568 $ 2,468,340 $ 4,102,908
=========== =========== ===========
Net income per limited partnership
unit $ 58.54 $ 88.41 (c) $ 146.95
=========== =========== ===========
Number of limited partnership units
outstanding during the period 27,641 27,641 27,641
=========== =========== ===========
Pro Forma Financial Statement Footnotes:
(a) Disposition of asset as discussed in Item 2 herein and allocation of the
gain to the Partners on such disposition.
(b) Removal of 1998 operating activity related to the disposed asset discussed
in Item 2 herein.
(c) Calculation of net income per limited partnership unit after the removal of
operating activity and addition of the gain related to the disposed asset
discussed in Item 2 herein.
(d) Removal of 1999 year-to-date operating activity related to the disposed
asset discussed in Item 2 herein.
(e) Removal of management fees based on distributions received during the pro
forma period from the disposed asset discussed in Item 2 herein.
(f) Removal of appraisal fees incurred during the pro forma period for the
disposed asset discussed in Item 2 herein.