-----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, UPyuvHOA0gWtxod7UW7iLJIjQraiBOcN/IOXJLaULk4l3DyhPrRY6hwyaPEATd7d oqYgpgrq9XSQcTbyTTchRg== 0000898733-99-000113.txt : 19990215 0000898733-99-000113.hdr.sgml : 19990215 ACCESSION NUMBER: 0000898733-99-000113 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL BACHE WATSON & TAYLOR LTD 3 CENTRAL INDEX KEY: 0000759726 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 751991528 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14397 FILM NUMBER: 99536219 BUSINESS ADDRESS: STREET 1: ONE SEAPORT PLAZA CITY: NEW YORK STATE: NY ZIP: 10292-0116 BUSINESS PHONE: 2122146868 10-Q 1 P-B WATSON & TAYLOR, LTD. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1998 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________ to ______________________ Commission file number: 0-14397 PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3 - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 75-1991528 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Seaport Plaza, New York, NY 10292-0128 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 214-3500 N/A - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. 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. Yes _CK_ No __ Part I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3 (a limited partnership) STATEMENTS OF NET ASSETS (in process of liquidation) (Unaudited)
December 31, September 30, 1998 1998 - ---------------------------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 933,408 $ 955,464 Property held for sale 275,000 275,000 ------------ ------------- Total assets 1,208,408 1,230,464 ------------ ------------- LIABILITIES Estimated liquidation costs 135,152 162,712 ------------ ------------- Net assets available to limited and general partners $1,073,256 $ 1,067,752 ------------ ------------- ------------ ------------- Limited and equivalent partnership units issued and outstanding 53,855 53,855 ------------ ------------- ------------ ------------- - ----------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS (in process of liquidation) (Unaudited)
LIMITED GENERAL PARTNERS PARTNERS TOTAL - --------------------------------------------------------------------------------------------------- Net assets in liquidation, September 30, 1998 $1,067,752 $ -- $1,067,752 Changes in estimated liquidation values of assets and liabilities 5,504 -- 5,504 ---------- -------- ---------- Net assets in liquidation, December 31, 1998 $1,073,256 $ -- $1,073,256 ---------- -------- ---------- ---------- -------- ---------- - --------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements.
2 PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3 (a limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Unaudited) A. General These financial statements have been prepared without audit. In the opinion of Prudential-Bache Properties, Inc. ('Managing General Partner') ('PBP'), the financial statements for the period ended December 31, 1998 contain all adjustments necessary to present fairly such information subject to the effects of any further liquidation accounting adjustments that would have been required had the current realizable values of assets and the amounts of liabilities been known when Prudential-Bache/Watson & Taylor, Ltd.-3 (the 'Partnership') first adopted the liquidation basis of accounting as of October 1, 1996. Prior to October 1, 1996, the books and records of the Partnership were maintained on a going concern accrual basis of accounting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended September 30, 1998. The Partnership continues to own an undeveloped land parcel (I35/I20) located in Dallas, Texas. The Partnership intends to sell the property as soon as possible; however, no buyer for the property has been identified and it is uncertain when any such sale will be consummated. B. Related Parties PBP and its affiliates perform services for the Partnership which include, but are not limited to: accounting and financial management, transfer and assignment functions, management of the Partnership's unimproved property, investor communications, printing and other administrative services. PBP and its affiliates receive reimbursements for costs incurred in connection with these services, the amount of which is limited by the provisions of the Partnership Agreement. Affiliates of Messrs. Watson and Taylor, the individual General Partners, also perform certain administrative and monitoring functions on behalf of the Partnership. In conjunction with the liquidation basis of accounting, the Partnership has recorded an accrual as of December 31, 1998 for the estimated costs expected to be incurred to liquidate the Partnership. Included in these estimated liquidation costs is $71,000 expected for reimbursement to the General Partners and their affiliates during the anticipated remaining liquidation period. The actual charges to be incurred by the Partnership will depend primarily upon the length of time required to liquidate the Partnership's remaining net assets, and may differ from the amounts accrued as of December 31, 1998. PBP and the two individual General Partners of the Partnership own 270, 135 and 135 equivalent limited partnership units, respectively. PBP receives funds from the Partnership, such as General Partner distributions and reimbursement of expenses, but has waived all of its rights resulting from its ownership of equivalent limited partnership units. Accordingly, the 270 units owned by PBP have been excluded from the calculation of distributions per limited partnership unit. Prudential Securities Incorporated, an affiliate of PBP, owns 253 limited partnership units at December 31, 1998. 3 PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-3 (a limited partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources In accordance with the Consent Statement dated September 17, 1996, the Partnership sold substantially all of its properties on October 31, 1996. The Partnership has retained funds for a contingency reserve and to meet current and future operating costs until the liquidation of the Partnership. The Partnership continues to own an undeveloped land parcel located in Dallas, Texas. The Partnership intends to liquidate as soon as possible, subject to the sale of the remaining undeveloped land parcel, and will distribute any remaining funds at such time. In accordance with the Partnership Agreement, such distributions to partners will be based upon each partners' capital account for Federal income tax purposes. Estimated costs expected to be incurred through the date of liquidation of the Partnership have been accrued in the accompanying financial statements. Results of Operations As a result of the Partnership adopting the liquidation basis of accounting in accordance with generally accepted accounting principles as of October 1, 1996 and thus not reporting results of operations thereafter, coupled with the sale of substantially all of the properties in October 1996, there is no management discussion comparing the corresponding 1998 and 1997 periods. Year 2000 The Partnership has considered, and is taking appropriate actions to address, the possible adverse effects of the Year 2000 on its systems and operations. Accordingly, the Partnership believes the Year 2000 will not have significant adverse effects on its systems and operations. 4 PART II. OTHER INFORMATION Item 1. Legal Proceedings--None Item 2. Changes in Securities--None Item 3. Defaults Upon Senior Securities--None Item 4. Submission of Matters to a Vote of Security Holders--None Item 5. Other Information--None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Description: 3.01 Amended and Restated Certificate and Agreement of Limited Partnership (filed as an exhibit to Registration Statement on Form S-11 (No. 2-94976) and incorporated herein by reference) 3.02 Amendment to the Amended and Restated Certificate and Agreement of Limited Partnership (filed as an exhibit to Registrant's Form 10-K for the year ended September 30, 1989 and incorporated herein by reference) 4.01 Certificate of Limited Partnership Interest (filed as an exhibit to Registration Statement on Form S-11 (No. 2-94976) and incorporated herein by reference) 27.1 Financial Data Schedule (filed herewith) (b) Reports on Form 8-K--None 5 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. Prudential-Bache/Watson & Taylor, Ltd.-3 By: Prudential-Bache Properties, Inc. A Delaware corporation, Managing General Partner By: /s/ Stephen A. Tolbert Date: February 12, 1999 ---------------------------------------- Stephen A. Tolbert Vice President Chief Accounting Officer for the Registrant 6 EX-27.1 2 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 The Schedule contains summary financial information extracted from the financial statements for P-B Watson & Taylor, Ltd. 3 and is qualified in its entirety by reference to such financial statements 0000759726 P-B Watson & Taylor, Ltd. 3 1 Sep-30-1999 Oct-01-1998 Dec-31-1998 3-Mos 933,408 0 0 0 0 933,408 275,000 0 1,208,408 135,152 0 0 0 0 1,073,256 1,208,408 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Registrant adopted the liquidation basis of accounting on October 1, 1996, and, accordingly, does not reflect Statement of Operations subsequent to 1996. See Note A to the financial statements for further details.
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