-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fjn/zUz/8fKl/CqwoodHEnXUMpqCBvRKYdSXWWZTguIBQLXg3G4pCrHf3816zyl6 XLujHrG/nZlT+mo1KsRJHg== 0000720460-96-000002.txt : 19960123 0000720460-96-000002.hdr.sgml : 19960123 ACCESSION NUMBER: 0000720460-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951030 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960122 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD III CENTRAL INDEX KEY: 0000720460 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953903984 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13192 FILM NUMBER: 96505930 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 8-K 1 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: October 30, 1995 ANGELES INCOME PROPERTIES, LTD. III (Exact name of registrant as specified in its charter) CALIFORNIA 0-13192 95-3903984 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) One Insignia Financial Plaza Post Office Box 1089 Greenville, South Carolina 29602 (Address of Principal Executive Office) Registrant's telephone number, including area code (864) 239-1000 Item 2. Acquisition or Disposition of Assets Angeles Income Properties Ltd. III (the "Partnership") owns a 57% interest in Burlington Outlet Mall Joint Venture ("Burlington"). On October 30, 1995, Burlington lost its only investment property, Burlington Outlet Mall, located in Burlington, NC, through a foreclosure by an unaffiliated mortgage holder. The property was not generating sufficient cash flow to meet debt service requirements. The nonpayments of principal and interest constituted a default under the terms of the mortgage agreement and allowed the holder of the mortgage agreement to foreclose on the property. The Managing General Partner deemed it to be in the Partnership's best interest not to contest the foreclosure action. Item 7. Financial Statements and Exhibits (b) Pro forma financial information Burlington Outlet Mall was foreclosed upon on October 30, 1995, by an unaffiliated mortgage holder. The following unaudited condensed balance sheet of the Partnership assumes the property had been foreclosed on at September 30, 1995.
Pro Forma Balance Sheet (Unaudited) September 30, September 30, 1995 Pro Forma 1995 As Reported Adjustments Pro Forma Cash $ 2,017,381 $ 2,017,381 Other assets 1,177,298 1,177,298 Land 1,527,024 1,527,024 Buildings and related personal property 4,649,840 4,649,840 Total assets $ 9,371,543 $ 9,371,543 Accounts payable and accrued liabilities $ 236,716 $ 236,716 Notes payable 3,460,054 3,460,054 Equity interest in net liabilities of joint ventures 8,201,271 $(1,443,524) (1) 6,757,747 Total liabilities 11,898,041 (1,443,524) 10,454,517 Partners' deficit (2,526,498) 1,443,524 (1) (1,082,974) Total liabilities and partners' deficit $ 9,371,543 $ -- $ 9,371,543 (1) Represents pro forma adjustments to reflect the removal of equity interest in net liabilities of Burlington related to the foreclosure of the asset.
The following pro forma statements of loss assume Burlington Outlet Mall had been foreclosed on as of September 30, 1995, and December 31, 1994, respectively. The following pro forma statements of loss do not reflect the gain for financial statement purposes incurred as a result of the foreclosure.
Pro Forma Statements of Loss (Unaudited) For the nine months ended September 30, 1995 As Reported Adjustments Pro Forma Total Revenue $ 1,256,368 $ 1,256,368 Operating expenses 206,993 206,993 General and administrative 223,959 223,959 Property management fees 51,083 51,083 Maintenance 135,532 135,532 Depreciation and amortization 505,200 505,200 Interest 306,018 306,018 Property taxes 124,870 124,870 Tenant reimbursements (140,653) (140,653) Total expenses 1,413,002 1,413,002 Loss before equity in loss of joint ventures (156,634) (156,634) Equity in loss of joint ventures (971,055) $ 276,733 (2) (694,322) Net loss $(1,127,689) $ 276,733 $ (850,956) Per limited partnership unit: Net loss $ (12.86) $ (9.70) Weighted average number of units 86,818 86,818 (2) Represents pro forma adjustment to remove equity in the loss of Burlington as a result of the foreclosure.
Pro Forma Statements of Loss (Unaudited) For the twelve months ended December 31, 1994 As Reported Adjustments Pro Forma Total Revenue $ 1,601,393 $ 1,601,393 Operating expenses 250,731 250,731 General and administrative 630,673 630,673 Property management fees 67,520 67,520 Maintenance 160,377 160,377 Depreciation and amortization 662,848 662,848 Interest 437,610 437,610 Property taxes 150,775 150,775 Bad debt expense 53,428 53,428 Tenant reimbursements (208,597) (208,597) Total expenses 2,205,365 2,205,365 Loss before equity in loss of joint ventures and gain on sale (603,972) (603,972) Equity in loss of joint venture (1,337,836) $ 580,451 (3) (757,385) Gain on sale of property 503,972 503,972 Net loss $(1,437,836) $ 580,451 $ (857,385) Per limited partnership unit: Net loss $ (16.40) $ (9.78) Weighted average number of units 86,818 86,818 (3) Represents pro forma adjustments to remove equity in the loss of Burlington as a result of the foreclosure. Certain reclassifications have been made to the 1994 balances to conform to the 1995 presentation.
EXHIBIT INDEX Exhibit 10.14 Trustee's Deed - Made by and between William F. Potts, Jr., substitute Trustee and Kennilworth, Inc. in the matter of the foreclosure of the deed of trust executed by Burlington Outlet Partners. 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 hereunto duly authorized. ANGELES INCOME PROPERTIES, LTD. III By: Angeles Realty Corporation II Managing General Partner By: /s/ Carroll D. Vinson Carroll D. Vinson President By: /s/ Robert D. Long, Jr. Robert D. Long, Jr. Controller, Principal Accounting Officer Date: January 22, 1996 EX-10.14 2 Parcel #12-4A-5 Drawn by and Mail to: William F. Potts, Jr., 3500 One First Union Center, Charlotte, NC 28202-6001 STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION COUNTY OF ALAMANCE BEFORE THE CLERK 95-SP-105 IN THE MATTER OF THE FORECLOSURE OF THE ) DEED OF TRUST EXECUTED BY BURLINGTON ) OUTLET PARTNERS, A CALIFORNIA GENERAL ) PARTNERSHIP TO WILLIAM F. POTTS, JR., ) SUBSTITUTE TRUSTEE, AS RECORDED IN THE ) ALAMANCE COUNTY PUBLIC REGISTRY IN BOOK ) 651 AT PAGE 823. ) ) TRUSTEE'S DEED THIS DEED, made by and between WILLIAM F. POTTS, JR., Substitute Trustee, of Mecklenburg County, North Carolina, hereinafter referred to as "Trustee", and KENILWORTH, INC. d/b/a ERIC LANE, INC., its successors and assigns, hereinafter referred to as "Grantee"; c/o Textron Financial Corporation 40 Westminster Street, Providence, Rhode Island 02940. W I T N E S S E T H: This deed is given pursuant to the exercise of the power of sale contained in the Deed of Trust hereinabove referred to and which is duly recorded in the Office of the Register of Deeds for Alamance County, North Carolina. Default occurred in payment of the note secured by said Deed of Trust and/or in the performance of the stipulations and conditions therein contained. Demand was made upon the Trustee by the owner and holder of the note secured by said Deed of Trust that he foreclose the said Deed of Trust and sell the property under the terms thereof. After due notice and hearing, an Order was entered by the Clerk of Superior Court of Alamance County authorizing foreclosure under the power of sale contained in said Deed of Trust. Under and by virtue of the terms and stipulations of same, and after due advertisement as in said Deed of Trust provided and as by law required, the Trustee exposed the property described in said Deed of Trust, and hereinafter described, to sale at public auction on October 17, 1995 at the usual place of public sale at the Alamance County Courthouse, when and where Textron Financial Corporation became the last and highest bidder for the said property at the price of $3,992,000.00. The Trustee duly reported said sale to the Clerk of Superior Court of Alamance County, as by law required, and thereafter said sale remained open for ten (10) days and no upset bid was placed thereon within the time allowed by law. Said bid was assigned to the Grantee, and said purchase price has been fully paid in that Textron Financial Corporation, being the owner and holder of the note secured by the Deed of Trust, has applied the amount of said bid, net of costs and expenses, to the secured obligation. NOW, THEREFORE, in consideration of said purchase price, the receipt of which is acknowledged, and pursuant to the authority vested in him by the terms of said Deed of Trust, the Trustee does hereby bargain, sell, grant and convey unto Grantee, its successors and assigns, all that certain property lying and being in Alamance County, North Carolina, and being more particularly described as follows: See Exhibit A TO HAVE AND TO HOLD the said property, together with all the privileges and appurtenances thereunto belonging unto Grantee, its successors and assigns, forever, in as full and ample manner as the Trustee is authorized and empowered to convey the same, subject however to all prior recorded deeds of trust, liens, encumbrances, restrictions and assessments, unpaid taxes and special assessments, and all prior tenancies and leases. IN WITNESS WHEREOF, the Trustee has hereunto set his hand and affixed his seal this 30th day of October, 1995. /s/William F. Potts, Jr. [SEAL] William F. Potts, Jr. Substitute Trustee STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG I, Dawn Martin, a Notary Public in and for said County and State do hereby certify that William F. Potts, Jr., Substitute Trustee, personally appeared before me this day and acknowledged the execution of the foregoing instrument. Witness my hand and notarial seal this 30th day of October, 1995. /s/ Dawn Martin Notary Public My Commission Expires: 1/18/2000 [NOTARIAL SEAL] -----END PRIVACY-ENHANCED MESSAGE-----