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): December 30, 2003
REAL ESTATE ASSOCIATES LIMITED III
(Exact Name of Registrant as Specified in Its Charter)
California 0-10673 95-3547611
(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)
Registrant's telephone number, including area code (864) 239-1000
N/A
(Former address, if changed since last report)
Item 5. Other Events.
On December 30, 2003, the previously disclosed Stipulation of Settlement with
the plaintiff class (the "Plaintiffs") and their counsel relating to the
settlement of litigation against the Registrant, National Partnership
Investments Corp. ("NAPICO") and certain other defendants became effective in
accordance with its terms. In addition, on December 30, 2003, the previously
disclosed Settlement Agreement with the prior shareholders of Casden Properties,
Inc., NAPICO and Apartment Investment and Management Company ("AIMCO") also
closed in accordance with its terms.
The principal terms of the Stipulation of Settlement include, among other things
(1) payments in both cash ($29 million) and stock ($19 million) by Alan I.
Casden, on behalf of himself, NAPICO and other defendants, to the Plaintiffs,
(2) guaranteed payments in an aggregate amount of $35 million ($7 million per
year for 5 years), plus interest, by NAPICO to the Plaintiffs, (3) a release of
claims of all parties associated with the litigation and (4) joint agreement by
the parties to request that a new judgment be entered in the litigation to,
among other things, expunge the judgment originally entered against NAPICO and
the other defendants.
The principal terms of the Settlement Agreement include, among other things,
that (1) NAPICO will voluntarily discontinue the action it commenced on May 13,
2003 against the former shareholders of Casden Properties, Inc. and other
indemnitors in the previously disclosed Casden Merger, (2) Alan I. Casden and
certain related entities will resolve certain pending claims for indemnification
made by NAPICO, AIMCO and their affiliates, (3) AIMCO or an affiliate will
provide $25 million of the $29 million in cash that Alan I. Casden is obligated
to provide under the Stipulation of Settlement in exchange for 531,915 shares of
AIMCO Class A Common Stock owned by The Casden Company, and (4) The Casden
Company will promise to pay to NAPICO an aggregate amount of $35 million ($7
million per year for 5 years), plus interest, on a secured, nonrecourse basis.
The Casden Company can prepay its obligation set forth in item (4) above in
shares of AIMCO Class A Common Stock having a value based on the greater of $47
per share or the market value of such shares at the time of payment.
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.
REAL ESTATE ASSOCIATES LIMITED III
(a California limited partnership)
By: National Partnership Investments
Corp.
Corporate General Partner
By: /s/Brian H. Shuman
Brian H. Shuman
Senior Vice President and
Chief Financial Officer
Date: January 2, 2004