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) February 9, 2006
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 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 1.01 Entry into a Material Definitive Agreement.
Consolidated Capital Properties III, a California limited partnership (the
"Registrant"), owns Ventura Landing Apartments ("Ventura Landing"), a 184-unit
apartment complex located in Orlando, Florida. As previously disclosed, on
November 2, 2005, the Registrant and ten other partnerships (together with the
Registrant, the "Selling Partnerships"), entered into a Purchase and Sale
Contract (the "Purchase Agreement") with a third party, The Bethany Group, LLC,
a California limited liability company (the "Purchaser"), to sell twelve
apartment complexes and one parcel of land (together the "Properties" and
individually a "Property") owned by the Selling Partnerships to the Purchaser
for a total sales price of $161,250,000. Each of the Selling Partnerships is
affiliated with AIMCO Properties, L.P., an affiliate of the general partner of
the Registrant.
As previously disclosed, on December 21, 2005, the Selling Partnerships
terminated the Purchase Agreement.
On February 9, 2006, the Selling Partnerships and the Purchaser entered into the
Second Amendment to Purchase and Sale Contract (the "Second Amendment"), a copy
of which is filed herewith as an exhibit. The Second Amendment effectively
reinstated the Purchase Agreement according to the terms and conditions as
previously disclosed in the Registrant's Current Report on Form 8-K dated
November 2, 2005 with the following modifications:
PURCHASE PRICE. The total purchase price is $148,005,113 (reduced from
$161,250,000). The total purchase price was reduced as a result of the
elimination of five Properties and the addition of one property to the
Properties to be sold pursuant to the Purchase Agreement. Of the total purchase
price, $11,862,245 represents the purchase price allocated to Ventura Landing,
subject to certain prorations and adjustments at the closing.
CLOSING. The expected closing date of the transaction is March 15, 2006. Subject
to certain notice requirements, the Selling Partnerships and the Purchaser each
have the right to extend the closing to March 31, 2006 by delivering written
notice to the other.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.54 Second Amendment to Purchase and Sale Contract between
Consolidated Capital Properties III, a California limited
partnership, and the affiliated Selling Partnerships and The
Bethany Group, LLC, a California limited liability company,
dated February 9, 2006.*
*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/Martha L. Long
Martha L. Long
Senior Vice President
Date: February 15, 2006
Exhibit 10.54
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is
made and entered into as of the 9th day of February, 2006 (the "Second Amendment
Date"), by and among AIMCO DEERFIELD, L.P., a Delaware limited partnership,
AIMCO DEERFIELD II, L.P., a Delaware limited partnership, AMBASSADOR VIII, L.P.,
a Delaware limited partnership, CONSOLIDATED CAPITAL PROPERTIES III, a
California limited partnership, CENTURY PROPERTIES FUND XVII, a California
limited partnership, NATIONAL PROPERTY INVESTORS 5, a California limited
partnership, P.A.C. LAND II LIMITED PARTNERSHIP, an Ohio limited partnership,
QUAIL RUN IV LIMITED PARTNERSHIP, a South Carolina limited partnership, SHELTER
PROPERTIES III LIMITED PARTNERSHIP, a South Carolina limited partnership,
SHELTER PROPERTIES V LIMITED PARTNERSHIP, a South Carolina limited partnership,
TREESLOPE APARTMENTS, a Limited Partnership, a South Carolina limited
partnership, and MEADOW WOOD ASSOCIATES, a Florida general partnership
(individually a "Seller" and collectively "Sellers"), and THE BETHANY GROUP,
LLC, a California limited liability company ("Purchaser").
Recitals:
WHEREAS, Sellers and Purchaser entered into a Purchase and Sale Contract
dated as of November 2, 2005, as amended by the First Amendment to Purchase and
Sale Contract (the "Contract"), for the real properties identified therein; and.
WHEREAS, Sellers purported to terminate the Contract on or about December
21, 2005, and Purchaser disputes the effectiveness and validity of the
termination.
WHEREAS, Seller and Purchaser desire to amend the Contract (and, if
necessary, reinstate it) on the terms set forth herein.
NOW, THEREFORE, in consideration of the Contract, the covenants, promises,
agreements, and conditions contained herein, and for other good and valuable
consideration, the receipt, sufficiency, and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
Agreement:
1. Reinstatement. If and to the extent necessary, the Contract is hereby
reinstated, as amended herein, ratified and affirmed and is effective as of the
Second Amendment Date as if the purported termination by Sellers had not
occurred, with the parties agreeing that such reinstatement shall not be deemed
an admission by Sellers that the Contract was not terminated or by Purchaser
that the Contract was terminated. Rather, this amendment, and the purported
reinstatement, if any, is for the purpose of settling the dispute among the
parties about whether the Contract was terminated.
2. Deletion of Shelter III Limited Partnership, AIMCO Deerfield II, L.P., P.A.C.
Land II Limited Partnership and Treeslope Apartments (as Sellers) and Five
Properties. The Contract is amended to delete the following Properties from the
Contract: Deerfield (Parcel C), Essex Park, Sawgrass, Eagle's Nest and West
Winds. The Contract is further amended to delete Shelter Properties III Limited
Partnership, a South Carolina limited partnership ("Shelter III"), AIMCO
Deerfield II, L.P., a Delaware limited partnership ("Deerfield II"), P.A.C. Land
II Limited Partnership, an Ohio limited partnership ("PAC II"), and Treeslope
Apartments, a Limited Partnership ("Treeslope"), a South Carolina limited
partnership, as Sellers under the Contract and Purchaser hereby waives and
releases Shelter III, Deerfield II, PAC II and Treeslope from any liability
under the Contract. Except as provided in Section 11 of this Second Amendment
with respect to Deerfield II and Deerfield (Parcel C), all references in the
Contract to Deerfield (Parcel C), Essex Park, Sawgrass, West Winds, Eagle's
Nest, Treeslope, PAC II and Shelter III are deleted, including, without
limitation, those provisions requiring filings by, or approvals related to, West
Winds or Eagle's Nest.
3. Purchase Price and Seller Information Schedule. Section 2.2 of the Contract,
and the Seller Information Schedule attached to the Contract, are amended to
provide that the Base Purchase Price for each Property is as stated on Schedule
1 attached hereto. The Seller Information Schedule and the Contract are hereby
amended to the extent required to be consistent with the revised Base Purchase
Prices reflected on Schedule 1. The revised Base Purchase Price adjustment
reflects a full and complete settlement between the parties with respect to the
issues and objections raised by Purchaser regarding the Properties. Purchaser
represents and warrants to Sellers that the allocations of Base Purchase Prices
to the Properties set forth on Schedule 1 have been set by Purchaser, and
Sellers have not influenced such allocations among Properties.
4. Deposit. Section 2.2.2 of the Contract is amended so that the Additional
Deposit equals "890,000.00". Within 1 Business Day after the Second Amendment
Date Purchaser shall deposit the Additional Deposit with the Escrow Agent.
5. Feasibility Period. The Feasibility Period under the Contract shall be deemed
to have expired for all purposes under the Contract on the Second Amendment
Date. Purchaser hereby agrees that it has completed its review of the Properties
and hereby waives its right to further object (pursuant to Sections 3.2 or 4.3
of the Contract or otherwise) to any matter concerning the Title Documents, the
Surveys, the Property Contracts, the Leases, the Miscellaneous Property Assets,
the physical condition of the Properties, or otherwise with respect to the
Properties. Purchaser agrees that, to its actual current knowledge, Sellers have
made all required deliveries required under the Contract and performed all of
Sellers' required obligations under the Contract through the date hereof.
Purchaser agrees that Purchaser's right to terminate the Contract is irrevocably
waived, except for Purchaser's express rights under the Contract which are
applicable to the time period following the expiration of the Feasibility
Period, and (b) the Deposit (including the Additional Deposit to be delivered to
Escrow Agent as required hereunder) is non-refundable except only as set forth
in the Contract. Notwithstanding the foregoing, Purchaser acknowledges (Y)
receiving from Sellers updated Rent Rolls and lists of Property Contracts, and
that the same do not disclose any violations of any representations, warranties
or covenants, and (Z) having a full and complete opportunity to visit and
inspect the Properties and review all files and documents located at the
Properties, or otherwise made available, prior to the execution of this
Amendment and expressly and specifically re-affirms the provisions set forth in
Section 6.2 of the Contract, including, without limitation, the "AS IS", WHERE
IS" and "WITH ALL FAULTS" nature of the acquisition of the Properties.
6. Assumed Encumbrances.
(a) Purchaser and the Sellers of Braesview and La Jolla acknowledge that the
Issuer has approved the assignment and assumption of the LURAs from the
applicable Seller to Purchaser, subject, however, to negotiating and executing
the LURA Assignment Form and paying off the applicable bonds referenced in the
applicable LURAs. However, (i) the LURA Assignment Form has not been approved by
the Issuers, and remains a condition to Closing for both Purchaser and Sellers
pursuant to Sections 8.1.7 and 8.2.7, respectively, (ii) Purchaser and the
Braesview and La Jolla Sellers retain their rights pursuant to Sections 5.3.12
and 5.2.6, respectively, and (iii) the Braesview and La Jolla Sellers retain
their rights pursuant to Section 4.6.5 in respect to the same.
(b) Section 4.6.3 of the Contract is deleted in its entirety, and all references
to it in the Contract are hereby deleted.
7. Closing Costs-Deerfield. Notwithstanding the provisions of Section 5.4.11(a),
Seller, not Purchaser, shall pay the transfer taxes (including documentary stamp
and surtaxes) solely with respect to Deerfield.
8. Closing Date. Section 5.1 of the Contract is amended and restated in its
entirety as follows:
The Closing shall occur on March 15, 2006 (the "Closing Date")
through an escrow with Escrow Agent, whereby the Sellers, Purchaser
and their attorneys need not be physically present at the Closing
and may deliver documents by overnight air courier or other means.
Notwithstanding the foregoing to the contrary, any Seller shall have
the option (without penalty), by delivering written notice to
Purchaser, to extend the Closing Date to March 31, 2006 (and the
exercise of such option shall extend the Closing Date for all
Properties), in connection with any Loan Payoff or to satisfy any
Seller condition to Closing. Provided that Purchaser is not in
default under the terms of this Contract, Purchaser shall have the
right to extend the Closing Date for all Properties (the "Extension
Right") to March 31, 2006, by delivering written notice to Sellers
no later than March 1, 2006.
9. Closing Deliveries and Closing Conditions.
(a) Sections 5.2.12, 5.3.10, 8.1.6, and 8.2.6 of the Contract are hereby
deleted, and replaced with "[intentionally deleted]".
(b) The fourth to the last paragraph in Section 8.2 of the Contract is amended
by deleting "8.2.5" and inserting "8.2.7".
(c) The second to last paragraph in Section 8.2 of the Contract is deleted.
10. Brokers.
(a) Section 9.1 of the Contract is amended and restated in its entirety as
follows:
Indemnity. The Sellers of Cooper's Pond, Oakwood Village and Ventura
Landing, severally and individually, represent and warrant to
Purchaser that they have dealt only with Holliday Fenoglio Fowler,
L.P., 950 East Paces Ferry Road, Suite 825, Atlanta, GA 30326,
Attention Jason Nettles, and the Sellers of Deerfield and Ashton
Ridge represent and warrant that they have dealt only with Walchle
Lear Multifamily Advisors, 1506 Roberts Drive, Jacksonville Beach,
Florida 32250, Attention Stephen D. Lear (together with Holiday
Fengolio Fowler ("Sellers' Brokers"), in connection with this
Contract. Purchaser and Sellers represent and warrant that SMG
Investment Partners, Inc., a California corporation, 2960 Champion
Way, #503, Tustin, California 92782 ("Transaction Broker"), is a
Transaction Broker under this Contract and its relationship is
governed by a separate agreement among Sellers, Purchaser and SMG
Investment Partners, Inc.. Each Seller, severally and individually,
and Purchaser each represents and warrants to the other that, other
than with respect to a designated Sellers' Brokers and Transaction
Broker, it has not dealt with or utilized the services of any other
real estate broker, sales person or finder in connection with this
Contract, and each party agrees to indemnify, hold harmless, and, if
requested in the sole and absolute discretion of the indemnitee,
defend (with counsel approved by the indemnitee) the other party
from and against all Losses relating to brokerage commissions and
finder's fees arising from or attributable to the acts or omissions
of the indemnifying party. The provisions of this Section 9.1 shall
survive the termination of this Contract, and if not so terminated,
the Closing and delivery of the Deeds to Purchaser.
(b) Section 9.2 of the Contract is amended and restated in its entirety as
follows
Seller Broker Commission. If the Closing occurs, the applicable
Seller of each of Cooper's Pond, Oakwood Village, Ventura Landing,
Ashton Ridge and Deerfield individually agrees to pay its applicable
Sellers' Broker a commission according to the terms of a separate
contract. No Broker shall be deemed a party or third party
beneficiary of this Contract.
11. Obligation to Close on All Properties. Section 13.31 of the Contract is
amended and restated in its entirety as follows:
(a) Except as expressly set forth in this Contract, Purchaser's obligation to
purchase the Properties is not severable and Purchaser must purchase all of
the Properties. Similarly, except as expressly stated this Contract,
Sellers' obligations to sell the Properties are not severable and Sellers
must sell all of the Properties to Purchaser.
(b) Notwithstanding the provisions of Section 13.31(a), Purchaser and Sellers
acknowledge and agree that Deerfield II and Purchaser have entered into a
sale by Deerfield II and a purchase by Purchaser of that certain real
property located adjacent to the Deerfield Property, and commonly known as
Parcel C (the "Ancillary Contract"). The parties agree that if the purchase
and sale under the Ancillary Contract does not close for any reason
whatsoever, then the Deerfield Seller shall not be obligated to sell
Deerfield to Purchaser and Purchaser shall not be obligated to purchase
Deerfield from its Seller. Without limiting the foregoing, (i) any default
prior to Closing by either the Deerfield Seller or Purchaser under the
terms of this Contract also shall be deemed a default by the Deerfield II
Seller (if a default by Seller under this Contract) or Purchaser (if a
default by Purchaser under this Contract), as applicable, under the similar
provisions of the Ancillary Contract, (b) any default prior to Closing by
the Deerfield II Seller or Purchaser under the terms of the Ancillary
Contract shall also be deemed a default of the Deerfield Seller (if a
default by the Deerfield II Seller under the Ancillary Contract) or
Purchaser (if a default by Purchaser under the Ancillary Contract), as
applicable, under the similar provisions of this Contract, (c) if Purchaser
or the Deerfield Seller terminates this Contract for any reason with
respect to Deerfield (including for casualty or condemnation), then
Purchaser (if a Purchaser termination under this Contract) or the Deerfield
II Seller (if a Seller termination under this Contract), as applicable,
shall have been deemed to have terminated the Ancillary Contract, (d) if
Purchaser or the Deerfield II Seller terminates the Ancillary Contract for
any reason (including for casualty or condemnation), then Purchaser (if a
Purchaser termination under the Ancillary Contract) or Seller (if a
Deerfield II Seller termination under the Ancillary Contract), as
applicable, shall have been deemed to terminate this Contract with respect
to Deerfield. If Purchaser or Seller extends the Closing under this
Contract, then the Closing automatically shall be extended under the
Ancillary Contract. Likewise, if Purchaser or the Deerfield II Seller
extends the Closing under the Ancillary Contract, then the Closing
automatically shall be extended under this Contract for the Deerfield
Property.
12. Ratification of Contract. All terms and provisions of the Contract not
specifically modified or amended by this Amendment shall remain in full force
and effect, and the Contract, as expressly modified herein, is hereby ratified,
confirmed and approved in all respects by the parties hereto.
13. Miscellaneous. The following provisions shall apply with respect to this
Amendment:
(a) Capitalized terms used, but not otherwise defined, herein shall have the
same meaning as ascribed to such terms in the Contract.
(b) In the event of any conflict between the Contract and this Amendment, the
terms and conditions of this Amendment shall control.
(c) This Amendment may be executed in counterparts, each of which (or any
combination of which) when signed by all of the parties shall be deemed an
original, but all of which when taken together shall constitute one agreement.
Executed copies hereof may be delivered by telecopier and upon receipt shall be
deemed originals and binding upon the parties hereto, and actual originals shall
be promptly delivered thereafter.
[Signatures appear on following pages.]
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
Second Amendment Date.
SELLERS:
Ashton Ridge:
MEADOW WOOD ASSOCIATES,
a Florida general partnership
By: Winthrop Growth Investors I Limited
Partnership, a Massachusetts
limited partnership, its managing
general partner
By: AIMCO/Winthrop Growth
Investors 1 GP, LLC, a
Delaware limited liability
company, its sole general
partner
By: AIMCO Properties, L.P.,
a Delaware limited
partnership, its sole
member
By: AIMCO-GP, Inc., a
Delaware
corporation, its
general partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Braesview and La Jolla:
AMBASSADOR VIII, L.P.,
a Delaware limited partnership
By: Ambassador VIII, Inc.,
a Delaware corporation
Its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Cooper's Pond:
CENTURY PROPERTIES FUND XVII, a
California limited partnership
By: FOX PARTNERS, a California general
partnership,
Its General Partner
By: FOX CAPITAL MANAGEMENT
CORPORATION,
a California corporation
Its Managing General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Deerfield:
(Parcels A and B)
AIMCO DEERFIELD, L.P.,
a Delaware limited partnership
By: AIMCO HOLDINGS, L.P.,
a Delaware limited partnership,
Its General Partner
By: AIMCO HOLDINGS QRS, INC.
a Delaware corporation
Its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Oakwood Village:
NATIONAL PROPERTY INVESTORS 5,
a California limited partnership
By: NPI Equity Investments, Inc.
a Florida limited partnership,
Its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Quail Run:
QUAIL RUN IV LIMITED PARTNERSHIP,
a South Carolina limited partnership
By: Shelter IV GP Limited Partnership,
a South Carolina limited
partnership,
Its General Partner
By: Shelter Realty IV Corporation,
a South Carolina corporation
Its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Ventura Landing:
CONSOLIDATED CAPITAL PROPERTIES III,
a California limited partnership
By: ConCap Equities, Inc.
a Delaware corporation,
Its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Woodlands Village:
SHELTER PROPERTIES V LIMITED PARTNERSHIP,
a South Carolina limited partnership
By: SHELTER REALTY V CORPORATION,
a South Carolina corporation,
Its Corporate General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
The following "Sellers" executing for the sole purpose of removing their
respective Properties, and, as applicable, themselves from the Contract.
Eagles Nest:
AMBASSADOR VIII, L.P.,
a Delaware limited partnership
By: Ambassador VIII, Inc.,
a Delaware corporation
Its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
(Deerfield-Parcel C)
AIMCO DEERFIELD II, L.P.,
a Delaware limited partnership
By: AIMCO HOLDINGS, L.P.,
a Delaware limited partnership,
Its General Partner
By: AIMCO HOLDINGS QRS, INC.
a Delaware corporation
Its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Essex Park:
SHELTER PROPERTIES III LIMITED
PARTNERSHIP,
a South Carolina limited partnership
By: SHELTER REALTY III CORPORATION,
a South Carolina corporation,
Its Corporate General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Sawgrass:
P.A.C. LAND II LIMITED PARTNERSHIP, an Ohio
limited partnership
By: AIMCO Holdings, L.P.,
a Delaware limited partnership,
its General Partner
By: AIMCO Holdings QRS, Inc.,
a Delaware corporation,
its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
West Winds:
TREESLOPE APARTMENTS, a Limited
Partnership,
a South Carolina limited partnership
By: THE NATIONAL HOUSING PARTNERSHIP,
a District of Columbia partnership,
Its General Partner
By: NATIONAL CORPORATION FOR
HOUSING PARTNERSHIPS
a District of Columbia
corporation
Its General Partner
By: /s/Harry Alcock
Name: Harry Alcock
Title: Executive Vice President
Purchaser:
THE BETHANY GROUP, LLC,
a California limited liability company
By: /s/Greg Garmon
Name: Greg Garmon
Title:Managing Member