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) October 7, 1997
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BOETTCHER WESTERN PROPERTIES III LTD.
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(Exact name of Registrant as specified in its charter)
COLORADO 0-11502 84-0911344
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
77 West Wacker Drive Chicago, IL 60601
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code (312) 574-6000
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
On July 17, 1997, the Partnership entered into a contract to sell the land,
related improvements and personal property of the retail center known as
Venetian Square Shopping Center ("Venetian") located in Stockton, California. An
affiliate of the purchaser is currently employed by the Partnership as the
property manager of Venetian. Other than this business relationship, the
purchaser is not affiliated in any way with the Partnership, the Managing
General Partner or its affiliates. The prospective purchaser's due diligence
period expired on October 7, 1997. The sale of Venetian is now primarily
contingent upon the majority vote of the Partnership's limited partners to
approve the sale as provided in the Partnership agreement. Closing is subject to
customary conditions. If the prospective purchaser does not close for reasons
other than the fault of the Partnership, the Partnership will be entitled to
keep an aggregate of $60,000 of earnest money.
Contingent upon the closing of the proposed sale and majority vote of the
Partnership's limited partners to approve, the General Partner will proceed to
dissolve and liquidate the Partnership in accordance with the Partnership
agreement.
Item 7. Financial Statements and Exhibits
(a) Financial Statements--Not applicable.
(b) Pro forma financial information--See pages 4 through 7 filed as part of
this report.
(c) Exhibits
10.19 Contract of Purchase and Sale Agreement for Venetian Square
Shopping Center by and between Boettcher Western Properties III
Ltd., as seller, and M. Phillip Cardoza., as buyer, dated July
17, 1997.
10.20 First amendment to Purchase and Sale Agreement for Venetian
Square Shopping Center by and between Boettcher Western
Properties III Ltd., as seller, and M. Phillip Cardoza, as buyer,
effective October 7, 1997.
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SIGNATURE
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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.
BOETTCHER WESTERN PROPERTIES III LTD.
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(Registrant)
By: Boettcher Properties, Ltd.
Managing General Partner
By: BPL Holdings, Inc.
General Partner
Dated: October 22, 1997 By: /s/ Thomas M. Mansheim
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Treasurer; Principal Financial
and Accounting Officer of the
Partnership
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BOETTCHER WESTERN PROPERTIES III LTD.
(A Limited Partnership)
Pro Forma Balance Sheet
June 30, 1997
(Unaudited)
Pro Forma Adjustments
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Historical Sale of Liquidation & Pro Forma
June 30, 1997 Venetian Dissolution June 30, 1997
------------- ----------- -------------- -------------
Assets
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Real estate held for sale $5,569,588 $(5,569,588) $ - $ -
Cash and cash equivalents, at cost
which approximates market value 789,484 3,147,321 (3,936,805) -
Accounts receivable and other assets 137,835 (137,835) - -
Debt issuance costs, net of accumulated
amortization of $43,673 3,409 (3,409) - -
---------- ------------ ------------ -
Total Assets $6,500,316 $(2,563,511) $(3,936,805) $ -
========== ============ ============ ===
Liabilities and Partners' Capital
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Mortgages payable, net of unamortized
debt discount of $2,509 $3,204,118 $(3,204,118) $ - $ -
Payable to managing general partner 126,030 - (23,854) -
(102,176)
Tenants' deposits 38,458 (38,458) - -
Accounts payable and accrued liabilities 293,812 (293,812) - -
Unearned rental income 7,041 (7,041) - -
---------- ------------ ------------ ---
Total Liabilities 3,669,459 (3,543,429) (126,030) -
---------- ------------ ------------ ---
Partners' Capital:
General partners (111,975) 9,799 102,176 -
Limited partners 2,942,832 970,119 (3,912,951) -
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Total Partners' Capital 2,830,857 979,918 (3,810,775) -
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Total Liabilities & Partners' Capital $6,500,316 $(2,563,511) $(3,936,805) $ -
========== ============ ============ ===
See accompanying notes to financial statements.
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BOETTCHER WESTERN PROPERTIES III LTD.
(A Limited Partnership)
Pro Forma Statement of Operations
For the nine months ended June 30, 1997
(Unaudited)
Pro Forma Adjustments
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Historical Pro Forma
Nine Months Ended Sale of Venetian, Nine Months Ended
June 30, 1997 Liquidation & Dissolution June 30, 1997
----------------- ------------------------- -----------------
Revenue:
Rental income $593,969 $(593,969) $ -
Tenant reimbursements for common
area charges, insurance and taxes 203,583 (203,583) -
Other income 48,169 (48,169) -
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845,721 (845,721) -
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Expenses:
Interest, including amortization of debt
discount and debt issuance costs 274,831 (274,831) -
Property taxes 64,624 (64,624) -
Fees and reimbursements to
managing general partner 76,395 (76,395) -
Other management fees 35,160 (35,160) -
Repairs and maintenance 102,207 (102,207) -
Utilities 26,433 (26,433) -
Other administrative 68,820 (68,820) -
Environmental 7,825 (7,825) -
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656,295 (656,295) -
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Net earnings (loss) $189,426 $(189,426) $ -
======== ========= =====
Net earnings per limited partnership unit
using the weighted average number of
limited partnership units outstanding
of 22,000 $ 8.61 $ (8.61) $ -
======== ========= =====
See accompanying notes to financial statements.
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BOETTCHER WESTERN PROPERTIES III LTD.
(A Limited Partnership)
Pro Forma Statement of Operations
For the year ended September 30, 1996
(Unaudited)
Pro Forma Adjustments
--------------------------
Historical Pro Forma
Year Ended Sale of Venetian, Year Ended
September 30, 1996 Liquidation & Dissolution September 30, 1996
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Revenue:
Rental income $1,323,274 $(1,323,274) $ -
Tenant reimbursements for common
area charges, insurance and taxes 229,628 (229,628) -
Other income 78,783 (78,783) -
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1,631,685 (1,631,685) -
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Expenses:
Interest, including amortization of debt
discount and debt issuance costs 526,180 (526,180) -
Depreciation 317,221 (317,221) -
Property taxes 143,570 (143,570) -
Fees and reimbursements to managing
general partner 133,530 (133,530) -
Other management fees 72,928 (72,928) -
Salaries of on-site property managers 62,888 (62,888) -
Repairs and maintenance 170,148 (170,148) -
Utilities 71,245 (71,245) -
Other administrative 202,982 (202,982) -
Environmental costs 16,596 (16,596) -
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1,717,288 (1,717,288) -
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Earnings (loss) from operations (85,603) 85,603 -
Gain (loss) on sale of real estate
investment 1,329,705 (1,329,705) -
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Net earnings (loss) $1,244,102 $(1,244,102) $ -
========== =========== ======
Net earnings (loss) per limited partnership unit
using the weighted average number of
limited partnership units outstanding of
22,000 $55.98 $(55.98) $ -
========== =========== ======
See accompanying notes to financial statements.
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BOETTCHER WESTERN PROPERTIES III LTD.
(A Limited Partnership)
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
1) The unaudited pro forma balance sheet assumes that the Partnership had sold
Venetian Square Shopping Center ("Venetian") for $7,275,000 and liquidated
and dissolved the Partnership as of June 30, 1997. The unaudited pro forma
statements of operations restate the historical operations of the
Partnership for the year ended September 30, 1996, and the nine months
ended June 30, 1997, by eliminating in total the operating results of the
Partnership.
2) The estimated gain recognized from the sale of Venetian and estimated
distribution of available funds in liquidation of the Partnership to
Limited Partners as of June 30, 1997 has been computed as follows:
Gain on sale of real estate investment:
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Total contract sale price $ 7,275,000
Less: Net book value of real estate investment (5,569,588)
Selling commission (590,250)
Other expenses of sale (primarily legal
fees and title insurance) (75,000)
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Gain on sale 1,121,162
Write off of non-cash assets (141,244)
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Net gain on sale 979,918
Estimated expenses of liquidation and dissolution (15,000)
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Net gain on sale and dissolution $ 964,918
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Distribution to Partners:
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Total contract sale price $ 7,275,000
Selling commission (509,250)
Other expenses of sale (primarily legal fees and title insurance) (75,000)
Less: Current liabilities of Venetian (including mortgages payable) (3,543,429)
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Adjusted cash received 3,147,321
Add: Current liquid assets of the Partnership 789,484
Less: Outstanding debt to Managing General Partner (23,854)
Estimated expenses of liquidation and dissolution (15,000)
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Estimated cash available for final distribution $ 3,897,951
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Estimated distribution to Limited
Partners per $1,000 unit $ 177.18
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