UNITED STATES
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 (Date of earliest event reported) March 20, 2009
CONSOLIDATED CAPITAL PROPERTIES III
(Exact name of Registrant as specified in its charter)
California 0-10273 94-2653686
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Consolidated Capital Properties III (the “Registrant”) owns a 99% interest in Concap Village Green Associates, Ltd., a Texas limited partnership (the “Seller”), which owns Village Green Apartments (“Village Green”), a 164-unit apartment complex located in Altamonte Springs, Florida. On March 20, 2009 (the “Effective Date”), the Seller entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, PMF Enterprises CF, Inc., a Florida corporation (the “Purchaser”), to sell Village Green to the Purchaser for a total sales price of $7,600,000.
The following is a summary of the terms and conditions of the Purchase Agreement, which summary is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as an exhibit.
PURCHASE PRICE. The total purchase price is $7,600,000 subject to certain prorations and adjustments at the closing. The Purchaser delivered an initial deposit of $76,000. On or before the date the feasibility period expires, the Purchaser is required to deliver an additional deposit of $76,000. At closing, subject to the occurrence of the loan assumption, Purchaser will receive a credit against the purchase price in the amount of the mortgage loans and accrued interest. If the Purchaser fails to notify the Seller in writing of its intent to terminate the contract prior to the end of the feasibility period, the initial deposit will become non-refundable.
CLOSING. The Purchaser agreed to assume the mortgage loans on Village Green at closing. The Purchaser has until May 4, 2009 to obtain approval from the existing lender to assume the property’s mortgage loans. In the event that the Purchaser notifies the Seller on May 4, 2009 that loan assumption approval was not obtained and the Purchaser used its best efforts to obtain the loan assumption approval, the Purchaser will have the right to terminate the Purchase Agreement. The expected closing date of the transaction is May 15, 2009. The Seller has the right to extend the closing to June 15, 2009 or to a date following the then scheduled closing date in order to finalize documentation related to the loan assumption by delivering written notice to the Purchaser. The closing is also subject to customary closing conditions and deliveries.
COSTS AND FEES. The Seller will pay the base premium with respect to the title policy, one-half of the customary closing costs of the escrow agent and three-fourths of the transfer taxes. The Purchaser will pay sales, use, gross receipts or similar taxes, the cost of recording any instruments required to discharge any liens or encumbrances against Village Green, costs relating to procurement of any requested endorsements to the title policy, one-half of the customary closing costs of the escrow agent and one-fourth of the transfer taxes.
REPRESENTATIONS AND WARRANTIES. The Seller and the Purchaser each made limited representations and warranties to the other.
RISK OF LOSS. The risk of loss or damage to Village Green by reason of any insured or uninsured casualty during the period through and including the closing date equal to or less than $750,000 will be borne by the Seller. The Seller must maintain in full force and effect until the closing date all existing insurance coverage on Village Green.
ASSIGNMENT. With the exception of an assignment to an affiliate of the Purchaser, the Purchase Agreement is not assignable by the Purchaser without first obtaining the prior written approval of the Seller.
DEFAULTS AND REMEDIES. If the Purchaser defaults on its obligations to deliver when required any required deposits, the purchase price or any other specified deliveries, then the Purchaser will forfeit its deposits to the Seller, and neither party will be obligated to proceed with the purchase and sale. The Seller expressly waived the remedies of specific performance and additional damages for any such defaults by the Purchaser.
If the Seller, prior to the closing, defaults in its representations, warranties, covenants, or obligations then the Purchaser has the option of (i) terminating the Purchase Agreement, receiving a return of its deposits, and recovering, as its sole recoverable damages its documented direct and actual out-of-pocket expenses and costs up to $75,000 or (ii) seeking specific performance of the Seller’s obligation to deliver the deed pursuant to the Purchase Agreement.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.57 Purchase and Sale Contract between Concap Village Green Associates, Ltd., a Texas limited partnership and PMF Enterprises CF Inc., a Florida corporation, dated March 20, 2009.*
*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.
SIGNATURE
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.
CONSOLIDATED CAPITAL PROPERTIES III
By: ConCap Equities, Inc.
General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Vice President
Date: March 25, 2009