SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
National Property Investors III
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(Name of Subject Company (Issuer))
AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
NPI Equity Investments, Inc.
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(Names of Filing Persons (Offerors))
Limited Partnership Units
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO Box 1089
Greenville, South Carolina 29602
(864) 239-1000
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(Name, address, and telephone numbers
of person authorized to receive notices and
communications on behalf of filing persons)
Copy to:
Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square New York, New York 10036
(212) 735-3000
and
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
Calculation of Filing Fee
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$ 2,092,580.55 $246.30
* For purposes of calculating the fee only. This amount assumes the purchase
of 11,733 units of limited partnership interest of the subject partnership
for $178.35 per unit. The amount of the filing fee, calculated in
accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the
Securities Exchange Act of 1934, as amended, equals $117.70 per million of
the aggregate amount of cash offered by the bidder.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $246.30 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO/13E-3 Date Filed: February 16, 2005
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[X] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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AMENDMENT NO. 4 TO SCHEDULE TO
This Amendment No. 4 amends and supplements the Tender Offer Statement and
Rule 13e-3 Transaction Statement on Schedule TO initially filed on February 16,
2005, as amended by Amendment No. 1 thereto filed on March 15, 2005, Amendment
No. 2 filed on March 28, 2005, and Amendment No. 3 filed on April 27, 2005 (as
amended, the "Schedule TO"). This Amendment No. 4 relates to the offer by AIMCO
Properties, L.P., a Delaware limited partnership, to purchase units of limited
partnership interest ("Units") of National Property Investors III, a California
limited partnership (the "Partnership"), at a price of $178.35 per unit in cash,
subject to the conditions set forth in the Offer to Purchase dated February 16,
2005 (as amended or supplemented from time to time, the "Offer to Purchase") and
in the related Letter of Transmittal (as amended or supplemented from time to
time, the "Letter of Transmittal" and, together with the Offer to Purchase, the
"Offer"). The item numbers and responses thereto below are in accordance with
the requirements of Schedule TO. Unless defined herein, capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such
terms in the Offer to Purchase.
On May 31, 2005, AIMCO Properties, L.P. mailed a letter to the holders of
Units of the Partnership and issued a press release announcing the extension of
the expiration date of the Offer from midnight, New York City time, on May 31,
2005, to midnight, New York City time, on June 27, 2005. Copies of the press
release and letter have been filed as Exhibits (a)(14) and (a)(15),
respectively, to this Amendment No. 4.
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ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented as follows:
(a)(14) Press release, dated May 31, 2005.
(a)(15) Letter, dated May 31, 2005, from AIMCO Properties, L.P. to the
limited partners of National Property Investors III.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Date: May 31, 2005
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ Martha L. Long
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Martha L. Long
Senior Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Martha L. Long
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Martha L. Long
Senior Vice President
AIMCO-GP, INC.
By: /s/ Martha L. Long
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Martha L. Long
Senior Vice President
NPI EQUITY INVESTMENTS, INC.
By: /s/ Martha L. Long
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Martha L. Long
Senior Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(14) Press release, dated May 31, 2005.
(a)(15) Letter, dated May 31, 2005, from AIMCO Properties, L.P. to the limited
partners of National Property Investors III.