SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 8)
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
---------------------- --------------------
$ 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. 8 TO SCHEDULE TO
This Amendment No. 8 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, Amendment No. 3 filed on April 27, 2005,
Amendment No. 4 filed on May 31, 2005, Amendment No. 5 filed on June 7, 2005,
Amendment No. 6 filed on June 28, 2005, and Amendment No. 7 filed on July 8,
2005 (as amended, the "Schedule TO"). This Amendment No. 8 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 Amended and Restated
Offer to Purchase dated June 6, 2005 (as amended or supplemented from time to
time, the "Offer to Purchase") and in the related Amended and Restated 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 July 15, 2005, AIMCO Properties, L.P. issued a press release
announcing the extension of the expiration date of the Offer from midnight, New
York City time, on July 15, 2005, to midnight, New York City time, on July 20,
2005. A copy of the press release is filed as Exhibit (a)(23) to this Amendment
No. 8.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented as follows:
(a)(23) Press Release, dated July 15, 2005.
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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: July 15, 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)(23) Press Release, dated July 15, 2005.