UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 0R 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): DECEMBER 16, 2002 Commission File Number: 1-10813 PLM EQUIPMENT GROWTH FUND III (Exact name of registrant as specified in its charter) CALIFORNIA 68-0146197 (State of jurisdiction (I.R.S. Employer of Incorporation) Identification No.) 235 3RD STREET SOUTH, SUITE 200 ST. PETERSBURG, FL 33701 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (727) 803-1800 ITEM 5. Other Events. - -------- On December 16, 2002, PLM Equipment Growth Fund III (the "Partnership") distributed $0.58 per unit in cash generated from the operations of the Partnership and the disposition of equipment. In total, $6,026,633.22 was distributed to the general and limited partner unitholders of the Partnership. On December 31, 2002, the Partnership completed its liquidation and dissolution pursuant to a Plan of Dissolution and Liquidation (the "Plan"), which provided for the liquidation of the assets of, and the dissolution of, the Partnership. In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement (the "Liquidating Trust Agreement") with PLM Financial Services, Inc., the General Partner of the Partnership (the "Trustee"), as trustee of the PLM Equipment Growth Fund III Liquidating Trust (the "Liquidating Trust"). As of December 31, 2002, the general and limited partner unitholders of the Partnership received a pro rata beneficial interest in the Liquidating Trust in exchange for such holder's Partnership units. In accordance with the Plan and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining cash and non-cash assets and all of its remaining liabilities to the Liquidating Trust. On December 31, 2002, the Partnership filed a Certificate of Cancellation with the Secretary of State of the State of California. Item 7. Financial Statements and Exhibits. - -------- (c) Exhibits 2.1 Plan of Dissolution and Liquidation 10.2 Liquidating Trust Agreement SIGNATURES 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. PLM EQUIPMENT GROWTH FUND III By: PLM Financial Services, Inc., its General Partner By: /s/Richard K Brock RICHARD K BROCK CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER) Date: December 31, 2002 Exhibit Index ------------- Exhibit 2.1 Plan of Dissolution and Liquidation (filed herewith) Exhibit 10.2 Liquidating Trust Agreement (filed herewith)