SEC Company Response from CAPTEC FRANCHISE CAPITAL PARTNERS LP III (CIK 0000921794) — Jun 3, 2005
CAPTEC FRANCHISE CAPITAL PARTNERS LP III (CIK 0000921794)
Date: June 3, 2005 · CIK: 0000921794 · Accession: 0000950124-05-003662
AI Filing Summary & Sentiment
Letter
Ms. Kelly McCusker Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20540
Dear Ms. McCusker:
This letter is in response to your letter to Patrick Beach, the President of GP3 Asset Acquisition, LLC, the general partner of Captec Franchise Capital Partners L.P. III (the “Partnership”) dated May 20, 2005 regarding the Partnership’s Form 10-K for the year ended December 31, 2004 and the Partnership’s Form 10-Q for the quarter ended March 31, 2005.
Comment #1: Basis of Presentation
“We note that the limited partners approved a plan to liquidate the Partnership and dispose of all the assets of the Partnership. Explain why the Partnership’s financial statements are not presented on the liquidation basis of accounting.”
• As of December 31, 2004 and March 31, 2005, the Partnership was, and as of the date of this letter still is, in the process of disposing of all of the assets of the Partnership. The Partnership intends to execute the disposals in an orderly manner and thus, there is no guarantee as to whether the Partnership will be successful in selling all of the assets and thus liquidating the Partnership. Therefore, we have presented the financial statements as of the above dates as discontinued operations and no adjustments have been made to the carrying values in accordance with FASB statement 144. Upon the disposition of the last asset of the Partnership, at which time liquidation will become probable, we will present our financial statements on the liquidation basis of accounting.
Pursuant to the Staff’s request, the Partnership hereby acknowledges that the Partnership a) is responsible for the adequacy and accuracy of the disclosure in the filings; b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and c) the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Page 2
June 3, 2005
Please feel free to give the undersigned a call at (734) 994-5505 if you have any questions.
Sincerely,
Captec Franchise Capital Partners L.P. III
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GP3 Asset Acquisition, LLC
June 3, 2005
Ms. Kelly McCusker
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20540
Dear Ms. McCusker:
This letter is in response to your letter to Patrick Beach, the President of GP3 Asset
Acquisition, LLC, the general partner of Captec Franchise Capital Partners L.P. III (the
“Partnership”) dated May 20, 2005 regarding the Partnership’s Form 10-K for the year ended
December 31, 2004 and the Partnership’s Form 10-Q for the quarter ended March 31, 2005.
Comment #1: Basis of Presentation
“We note that the limited partners approved a plan to liquidate the Partnership and dispose of
all the assets of the Partnership. Explain why the Partnership’s financial statements are not
presented on the liquidation basis of accounting.”
•
As of December 31, 2004 and March 31, 2005, the Partnership was, and as of
the date of this letter still is, in the process of disposing of all of the
assets of the Partnership. The Partnership intends to execute the disposals
in an orderly manner and thus, there is no guarantee as to whether the
Partnership will be successful in selling all of the assets and thus
liquidating the Partnership. Therefore, we have presented the financial
statements as of the above dates as discontinued operations and no
adjustments have been made to the carrying values in accordance with FASB
statement 144. Upon the disposition of the last asset of the Partnership, at
which time liquidation will become probable, we will present our financial
statements on the liquidation basis of accounting.
Pursuant to the Staff’s request, the Partnership hereby acknowledges that the Partnership a) is
responsible for the adequacy and accuracy of the disclosure in the filings; b) Staff comments
or changes to disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filings; and c) the Partnership may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Page 2
June 3, 2005
Please feel free to give the undersigned a call at (734) 994-5505 if you have any questions.
Sincerely,
Captec Franchise Capital Partners L.P. III
By: GP3 Asset Acquisition, LLC
Its: General Partner
By: /s/ Patrick L. Beach
Patrick L. Beach
Its: President