-----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, GFbTUTSgP690rJyMk0AhlijwIsWkWVrIZKX/X317mUHputBLRgir5+1bd8YrO7aQ YVCrcElXXWISNuS0L67jYg== 0000727745-96-000012.txt : 19960903 0000727745-96-000012.hdr.sgml : 19960903 ACCESSION NUMBER: 0000727745-96-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960816 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960830 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LDP III CENTRAL INDEX KEY: 0000727745 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942911983 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13559 FILM NUMBER: 96624308 BUSINESS ADDRESS: STREET 1: P O BOX 130 CITY: CARBONDALE STATE: CO ZIP: 81623 BUSINESS PHONE: 3039638007 MAIL ADDRESS: STREET 1: PO BOX 130 CITY: CARBONDALE STATE: CO ZIP: 81623 FORMER COMPANY: FORMER CONFORMED NAME: LANDSING DIVERSIFIED PROPERTIES III DATE OF NAME CHANGE: 19910331 8-K 1 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 : August 16, 1996 LDP-III (Exact name of registrant as specified in its charter) 0-13559 (Commission File Number California 94-2911983 (State or other (I.R.S. Employer jurisdiction of Identification Number) incorporation) P.O. Box 130, Carbondale, Colorado 81623 (Address of principal executive offices) (970) 963-8007 (Registrant's telephone number, including area code) ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not Applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 16, 1996, the registrant sold one of its real property investments known as 391 Forbes Commercial Building, located in South San Francisco, California. The property consisted of a 30,400 square feet commercial building. The buyer, Rod Blake, is not affiliated with the registrant. The sale price received by the registrant was $1,730,000 which resulted in a gain of $223,000 and cash proceeds of $660,000. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not Applicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS Not Applicable ITEM 5. OTHER EVENTS Not Applicable ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not Applicable ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of business acquired Not Applicable (b) Pro Forma Balance Sheet June 30, 1996 Pro Forma Statements of Operations: Six months ended June 30, 1996 Year ended December 31, 1995 Notes to Pro Forma Financial Statements (c) Exhibits Not Applicable ITEM 8. CHANGE IN FISCAL YEAR Not Applicable PRO FORMA FINANCIAL STATEMENTS: The following Pro Forma Balance Sheet of the registrant as of June 30, 1996 and the Pro Forma Statements of Operations for the six months ended June 30, 1996, and for the year ended December 31, 1995, reflect pro forma adjustments to the registrant's historical Financial Statements assuming the property was not owned by LDP-III during those timeframes as explained in Notes to Pro Forma Financial Statements. The Pro Forma Statements of Operations for the three months ended June 30, 1996, and for the year ended December 31, 1995, are not necessarily indicative of the actual results that would have occurred had the property sale been consummated at the beginning of the respective periods or of future operations of the registrant. The ProFormas do not take into consideration the increase in LDP-III's liquidity or possible uses of those funds. These statements should be read in conjunction with the Notes to Pro Forma Financial Statements. LDP-III PRO FORMA BALANCE SHEET, JUNE 30, 1996 (Unaudited) (Dollars in thousands)
Pro Forma Adjustments Add(Deduct) Pro June 30, 1996 (Note A) Forma ASSETS INVESTMENTS IN REAL ESTATE: Rental properties $12,336 $(1,848) $10,488 Accumulated depreciation (4,436) 461 (3,975) Rental properties - net 7,900 (1,387) 6,513 CASH 129 0 129 OTHER ASSETS Short-Term Investment $ 198 $ 0 $ 198 Accounts receivable 30 (7) 23 Prepaid expenses and deposits 10 0 10 Deferred costs 145 (23) 122 Total other assets 383 (30) 353 TOTAL $8,412 $(1,417) $6,995 LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Notes payable $7,864 $ (950) $6,914 Accounts payable 5 (1) 4 Other liabilities 83 (20) 63 Total liabilities 7,952 (971) 6,981 PARTNERS' EQUITY 460 (446) 14 TOTAL $8,412 $(1,417) $6,995 The accompanying notes are an integral part of the pro forma financial statements.
LDP-III PRO FORMA STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1996 (Unaudited) (In thousands except per unit amounts)
Pro Forma Adjustments Add (Deduct) Pro June 30, 1996 (Note B) Forma REVENUE Rental $ 653 $ (95) $ 558 Interest 9 0 9 Total Revenue 662 (95) 567 EXPENSE Interest 351 (47) 304 Operating 236 (28) 208 Depreciation and amortization 201 (24) 177 General and administration 93 0 93 Total expense $ 881 $ (99) $ 782 NET LOSS $ (219) $ 4 $ (215) NET LOSS PER PARTNERSHIP UNIT $ (6) $ 0 $ (6) The accompanying notes are an integral part of the pro forma financial statements.
LDP-III PRO FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (Unaudited) (In thousands except per unit amounts)
Pro Froma Adjustments December 31, Add (Deduct) 1995 Pro Forma Pro Forma REVENUE Rental $1,339 $ (197) $ 1,142 Interest 28 0 28 Total revenue 1,367 (197) 1,170 EXPENSE Interest 717 (106) 611 Operating 394 (52) 342 Depreciation and amortization 396 (52) 344 General and administration 194 0 194 Total expense 1,701 (210) 1,491 NET LOSS $ (334) $ 13 $ (321) NET LOSS PER PARTNERSHIP UNIT $ (9) $ 1 $ (8) The accompanying notes are an integral part of the pro forma financial statements.
NOTES TO PRO FORMA FINANCIAL STATEMENTS (Dollars in thousands) A. The Balance Sheet Pro Forma adjustments reflect the sale of the 391 Forbes Commercial Building as if the sale occurred on June 30, 1996. A gain of $223 was recognized by the registrant which has been adjusted for activity subsequent to June 30, 1996, and through the date of sale (see Note B). The cost of investments in real estate, accumulated depreciation, prepaid expenses and deposits, deferred costs, notes payable and other liabilities have been adjusted by their respective balances at June 30, 1996. The registrant received cash proceeds of $660,000 from this sale. B. The Pro Forma Statements of Operations for the six months ended June 30, 1996, and for the year ended December 31, 1995, reflects the loss from continuing operations before reflecting any amounts attributable to the sale of the 391 Forbes Commercial Building in August, 1996. It has been assumed that administrative expenses would not change as a result of the sale. The gain of $223 from the property sale which has not been reflected in the Pro Forma Statement of Operations, was determined as follows: Sale price $1,730 Less: selling costs (97) Net selling price 1,633 Property basis (including unamortized deferred costs) 1,977 Accumulated depreciation and amortization (567) Net book value 1,410 Gain on sale of rental property $ 223 C. The Pro Forma Statements of Operations for the three months ended June 30, 1996, and for the year ended December 31, 1995, reflects the pro forma adjustment to remove the segments of operations that have been discontinued to present the registrant on an ongoing continuing operations.
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. Date: August 28, 1996 LDP-III By: /s/ Gregory L. Mohl Gregory L. Mohl Controller Landsing Equities Corporation Managing General Partner -----END PRIVACY-ENHANCED MESSAGE-----