10-K/A 1 if3.txt CNL INCOME FUND III, LTD. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR [ ] 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 0-16850 CNL INCOME FUND III, LTD. (Exact name of registrant as specified in its charter) Florida 59-2809460 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 450 South Orange Avenue Orlando, Florida 32801 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (407) 540-2000 Securities registered pursuant to Section 12 (b) of the Act: Title of each class: Name of exchange on which registered: None Not Applicable Securities registered pursuant to Section 12(g) of the Act: Units of limited partnership interest ($500 per Unit) (Title of class) 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 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 X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2): Yes___ No X Aggregate market value of the voting stock held by nonaffiliates of the registrant: The registrant registered an offering of 50,000 units of limited partnership interest (the "Units") on Form S-11 under the Securities Act of 1933, as amended. Since no established market for such Units exists, there is no market value for such Units. Each Unit was originally sold at $500 per Unit. DOCUMENTS INCORPORATED BY REFERENCE: None The Form 10-K of CNL Income Fund III, Ltd. (the "Partnership") for the year ended December 31, 2002, is being amended to include, in Item 15(d), summarized financial information of one of its tenants, IHOP Corp. as a result of the fact that this tenant leased more than 20 percent of the Partnership's total assets for the year ended December 31, 2002. This summarized financial information was not available to the Partnership at the time the Partnership filed its Form 10-K for the year ended December 31, 2002. PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (d) The Partnership is required to file audited financial information of its tenant, IHOP Corp. because this tenant leased more than 20 percent of the Partnership's total assets for the year ended December 31, 2002. The summarized financial information presented for IHOP Corp. and Subsidiaries as of December 31, 2002 and 2001, and for the three years in the period ended December 31, 2002 was obtained from the Form 10-K filed by IHOP Corp. and Subsidiaries with the Securities and Exchange Commission. IHOP Corp. and Subsidiaries Selected Financial Data (In Thousands) Consolidated Balance Sheet Data:

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on the 5th day of January, 2004. CNL INCOME FUND III, LTD. By:CNL REALTY CORPORATION General Partner /s/ Robert A. Bourne ----------------------------- ROBERT A. BOURNE, President By:ROBERT A. BOURNE General Partner /s/ Robert A. Bourne ----------------------------- ROBERT A. BOURNE By:JAMES M. SENEFF, JR. General Partner /s/ James M. Seneff, Jr. ----------------------------- JAMES M. SENEFF, JR. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

EXHIBIT 31.1 EXHIBIT 31.2

CNL INCOME FUND III LTD 10-K/A