UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2000 Commission file number: 33-2121
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
ARIZONA 86-0540409
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2944 N. 44th Street, Suite 200, Phoenix, Arizona 85018
(Address of principal executive offices) (Zip Code)
(602) 955-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. [X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [X] Yes [ ] No
PART 1. FINANCIAL INFORMATION
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
As of March 31, 2000
Unaudited
ASSETS
Current Assets
Cash $ 281,133.15
Accounts Receivable 1,173.67
Other --
-------------
Total Current Assets 282,306.82
Land-Baseline & 24th St 2,030,417.39
Land-Peoria & 79th Ave 832,591.98
Land-Baseline & 32nd St 1,139,148.04
Land-Central Ave/Avondale 125,472.02
Land-Van Buren & Central/Goodyear 1,302,319.75
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Total Land 5,429,949.18
Other Assets 837,009.26
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TOTAL ASSETS $6,549,265.26
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LIABILITIES
Accounts Payable $ 51,768.21
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Total Liabilities 51,768.21
CAPITAL
Partners Capital 6,497,497.05
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TOTAL LIABILITIES & CAPITAL $6,549,265.26
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Income Statement for the Three
Months Ending March 31, 2000
Unaudited
Three
Months Ended
March 31, 2000 Year to Date
-------------- ------------
INCOME
Rental Income $ -- $ --
Sales Proceeds -- --
Cost of Sales -- --
Interest Income 3,812.72 3,812.72
Transfer Fees 675.00 675.00
Misc. Income -- --
------------- -------------
Total Income $ 4,487.72 $ 4,487.72
EXPENSE
Insurance Expense -- --
Interest Expense 204.86 204.86
Accounting Expense 1,380.00 1,380.00
Legal Expense 5,639.52 5,639.52
Management Fees 6,523.06 6,523.06
Office Expense -- --
Outside Service 1,500.00 1,500.00
Printing 350.29 350.29
Postage 326.76 326.76
Property Tax 10,439.55 10,439.55
Telephone Expense -- --
Trustee Fees 500.00 500.00
Utilities -- --
------------- -------------
Total Expenses 26,864.04 26,864.04
------------- -------------
Profit/Loss $ (22,376.32) $ (22,376.32)
============= =============
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF PARTNERSHIP
TPI Land Development III Limited Partnership is a limited partnership
formed during 1986 under the laws of the State of Arizona. The
Partnership reached impound on May 27, 1986.
DURATION OF PARTNERSHIP
It has been the intention of the Partnership to acquire property for
investment appreciation purposes. The partnership intends to sell a
portion or all of the properties in the future with a view towards
liquidation of the Partnership. If not terminated prior to December 31,
2001, the Partnership shall cease to exist at that date.
OTHER ASSETS
Organizational costs represent costs incurred during the formation
period of the Partnership. Organizational costs total $55,663.00.
Organizational costs were amortized over 60 months, and are fully
amortized. Syndication costs represent commissions incurred on the sale
of limited partnership interests and the costs of preparing the
prospectuses. Syndication costs total $31,415.83. Syndication costs are
not amortized. Land purchase costs not previously allocated represent
commissions, legal expenses, and other expenses incurred during the
acquisition of the land. Current unallocated land purchase costs total
$805,593.43. The allocation of land purchase costs to total costs of
sale when a parcel is sold is based on the parcel's original contract
price as a percentage of total contract prices of all remaining parcels.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
No provision for income tax is made for the Partnership since the
reporting and payment of income tax is the responsibility of the
individual partners.
PARTNERS' PREFERRED RETURN ON CAPITAL CONTRIBUTIONS
The preferred return clause was deleted in the Amendments to Agreement
of Limited Partnership of TPI Land Development III Limited Partnership,
dated January 1998.
ALLOCATION OF NET PROFITS, LOSSES, AND DISTRIBUTIONS TO PARTNERS
Net profits/losses (prepared on an accrual basis), and distributions are
allocated to the limited and general partners in accordance with their
respective capital percentages per the Amendments to Agreement of
Limited Partnership of TPI Land Development III Limited Partnership,
(paragraph 4.1.a), dated January 1998.
NOTE 2: LAND
Costs incurred by the Partnership for acquisition and holding of land as
of March 31, 2000 are as follows:
24th St. & Baseline $ 2,030,417
79th Ave. & Peoria 832,592
32nd St. & Baseline 1,139,148
Central Ave./Avondale 125,472
Van Buren & Central/ Goodyear 1,302,320
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$ 5,429,949
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE 2: LAND (CONTINUED)
One Triplex apartment building was sold November 1, 1994 for $50,000.
Two Triplex apartment buildings were sold on January 1, 1995 for
$100,000. Rental property was sold on May 23, 1995 for $44, 900. A
corner pad (40,000 square feet) at 24th Street and Baseline, in Phoenix,
AZ, was sold December 16, 1996 for $400,000. A portion (4 acres) of the
property in Casa Grande, AZ was sold November 11, 1998 for $348,480. The
balance of the parcel (8.775 acres) in Casa Grande, AZ was sold December
24, 1998 for $764,042. The property in Chandler, AZ was sold February 3,
1999 for $588,586. The Partnership received $35,000 from the City of
Phoenix in payment of an easement right for a 15,024 square foot
alignment alone 32nd Street at the North East Corner of Baseline,
Phoenix, AZ.
NOTE 3: PARTNERS' CAPITAL
Partners' capital contributions received and subscribed as of March 31,
2000 are as follows:
Limited partners' contribution $ 9,939,500
Return of Capital (989,447)
Prior years' profit (loss) (2,430,180)
Current year's profit (loss) (22,376)
-----------
Partners' Capital $ 6,497,497
===========
A prior period adjustment was made in 1996 to the prior year's profit
(loss) for $24,381. The previous general partner's original contribution
of $100,399 was in the form of a note payable. The note was written off
with the removal of the general partner and all of his interests.
Limited partners' original contributions were adjusted accordingly. The
accounts receivable balance of $2,079 due to the general partner was
written off and the current year's loss adjusted. The note and the
receivable netted in effect and the capital account was corrected.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE 4: The partnership was obligated under a Promissory Note dated May 3, 1993,
with West Financial Corp. for $285,000. Interest of 14.9% per annum was
paid in monthly installments of $3,538.75 with the remaining principal
and interest due and payable on July 1, 1996. West Financial Corp.
assigned all rights, title and interest in the Promissory Note and
beneficial interest under the Deed of Trust to Bolco Limited
Partnership, in an agreement dated February 12, 1996. The agreement
extends the remaining interest due and payable to June 1, 1997. A
$70,000 principal payment was made with proceeds from the December 16,
1996 sale of a corner pad of the 24th Street and Baseline, Phoenix, AZ,
parcel. In addition, interest was paid in the amount of $16,202.20.
Further, an additional sum of $9,895.28 was erroneously impounded by the
title company. Both parties agreed to apply $8,395.28 to principal of
the note, and to apply $1,500 towards attorney's fees per the following
stipulation: The United States Bankruptcy Court in the District of
Arizona, Chapter 11 issued an "Order Approving Stipulation Regarding
Secured Claim of Bolco Ltd. Partnership" dated January 15, 1997. The
Order extended the maturity date on the Promissory Note through and
including February 2, 1998, provided a plan of reorganization was filed
with the Court on or before August 1, 1997. All other terms of the
original agreement are upheld. The note was paid in full including
principal and interest in the amount of $272,425.88 on December 30,
1998, at which time a Release of All Claims was filed and executed. On
March 10, 1999 a fully executed Satisfaction of Deed of Trust, Direction
for Reconveyance and Deed of Release and Reconveyance executed by Bolco
Ltd. Partnership was received.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE 5: The tri-plex rental property was readied for a pending sale. A short
term loan from TPI Secured Income 89B was needed in addition to existing
cash reserves to prepare the property for sale. The loan was repaid on
February 1, 1995.
NOTE 6: The Partnership has loaned the sum of $39,500 to an unrelated entity
under a Promissory Note dated August 31, 1993. Interest of 15% per annum
was due monthly and accrued to principal if unpaid monthly. The Note was
foreclosed upon on July 13, 1994 and the property was converted to an
asset to be prepared for sale.
NOTE 7: The Partnership has loaned $25,000 to an unrelated party on October 8,
1993. Interest of 15% accrued to the principal with the balance all due
and payable October 4, 1994. The loan was repaid on October 18, 1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
The partnership offering period ended December 31, 1987. From that date forward
the Partnership entered the operating stage which either held the properties for
appreciation or prepared the properties for disposition. Also during this
period, the final acquisitions were made.
As of March 31, 2000 the Partnership had $282,306.82 in cash and money market
instruments. The sources of revenue during the operating period were proceeds
from interest on the money market account and transfer fees.
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PART 2. OTHER INFORMATION
LEGAL PROCEEDINGS
A petition was filed on July 6, 1995 in the United States Bankruptcy Court for
the District of Arizona, Case No. 95-05828-PHX-CGC, for Chapter 11 Bankruptcy
protection. All parcels of real property listed for sale were actively marketed.
A plan of reorganization was prepared and filed.
A Final Decree was filed on April 5, 2000 in the United States Bankruptcy Court
for the District of Arizona, Case No. 95-05828-PHX-CGC, closing the Chapter 11
Bankruptcy case effective March 31, 2000.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The original general partners, Herve Tessier and TPI Asset Management, Inc.,
resigned and have been replaced by the Investors Recovery Group, LLC, which was
organized by existing partners in TPI Land Development III Limited Partnership.
The members of the Investors Recovery Group, LLC are Lawrie Porter, Carl
Harwood, Robert Long, Elizabeth Kowoser, Donald Thomas, and Craig Stevenson. On
May 10 and 11, 1996 a Notice of Settlement Agreement regarding the Resignation
of General Partners of TPI III; Notice of Hearing on Approval of Settlement
Agreement regarding Resignation of General Partners of TPI III; and Notice of
Selection of Successor General Partner of TPI III were mailed to all Limited
Partners. The settlement agreement was approved by a court order in the United
States Bankruptcy Court District of Arizona, Chapter 11, Case No.
95-05828-PHX-CGC on May 24, 1996.
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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.
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Date: May 13, 2000 By: /s/ Lawrie Porter
-----------------------------------
Lawrie Porter, Managing Member
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