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) October 26, 2005
NATIONAL PROPERTY INVESTORS III
(Exact name of Registrant as specified in its charter)
California 0-9567 13-2974428
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification Number)
organization)
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 2.01 Completion of Acquisition or Disposition of Assets.
National Property Investors III (the "Registrant") owns a 99% interest in
National Pinetree Limited Partnership, a North Carolina limited partnership (the
"Partnership"). On October 26, 2005, the Partnership sold its investment
property, Pinetree Apartments, a 220-unit apartment complex located in
Charlotte, North Carolina ("Property") to a third party, Juniper Investment
Group, Ltd., a Texas limited partnership (the "Purchaser"). In addition to the
Property, the Purchaser purchased eight other apartment complexes all owned by
affiliates of AIMCO Properties, L.P., an affiliate of the managing general
partner of the Partnership. The total sales price for the Property and the eight
other properties is approximately $62,300,000, of which approximately $5,800,000
represents the sale price for the Property. The Registrant continues to own and
operate one other investment property.
In accordance with the Amended and Restated Limited Partnership Agreement of the
Registrant, the Registrant's general partner is evaluating the cash requirements
of the Registrant to determine whether any portion of the net proceeds will be
distributed to the Registrant's partners.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma consolidated balance sheet and consolidated
statements of operations reflect the operations of the Registrant as if the
Property had been sold on January 1, 2004.
The pro forma consolidated financial statements do not project the Registrant's
results of operations at any future date or for any future period. This pro
forma information should be read in conjunction with the Registrant's 2004
Annual Report on Form 10-KSB.
PRO FORMA CONSOLIDATED BALANCE SHEET
(in thousands)
June 30, 2005
All other assets $ 1,046
Investment properties, net 5,255
Total Assets $ 6,301
All other liabilities $ 2,089
Mortgage notes payable 22,349
Partners' deficit (18,137)
Total Liabilities and Partners' Deficit $ 6,301
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Year Ended Six Months Ended
December 31, 2004 June 30, 2005
Total revenues $5,194 $ 2,641
Total expenses 5,494 2,559
Net (loss) income $ (300) $ 82
Net (loss) income per limited partnership $(6.18) $ 1.68
unit
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.
NATIONAL PROPERTY INVESTORS III
(a California Limited Partnership)
By: NPI Equity Investments, Inc.
Managing General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: November 1, 2005