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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
NATIONAL PROPERTY INVESTORS III
(Name of Subject Company)
NATIONAL PROPERTY INVESTORS III
(Name of Persons Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of National Property Investors III, a California limited
partnership (the "Partnership"), with its business address located at
1873 South Bellaire Street, 17th Floor, Denver, Colorado, 80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by AIMCO Properties, L.P., a Delaware limited partnership
(the "AIMCO OP"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) The tender offer is being made pursuant to an Offer to
Purchase, dated June 9, 1999 (the "Offer to Purchase"), a copy
of which is included as Exhibit (a)(2) hereto. The information
set forth in the Offer to Purchase under "The Offer -- Section
9. Background and Reasons for the Offer" and "The Offer --
Section 11. Conflicts of Interest" and Transaction with
Affiliates in the Offer to Purchase is incorporated herein by
reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information set forth in the Offer to Purchase under "The
Offer -- Section 10. Position of the General Partner of Your
Partnership With Respect to the Offer" is incorporated herein by
reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
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(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Prior Tender Offers" and "The Offer -- Section 13. Certain
Information Concerning Your Partnership -- Beneficial
Ownership of Interests in Your Partnership is incorporated
herein by reference."
(b) Not Applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a) - (b) Not Applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated June 9, 1999.
(a)(2) Offer to Purchase, dated June 9, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated June 9, 1999,
is incorporated hereby by reference)
(a)(3) Letter of Transmittal, dated June 9, 1999 (Exhibit (a)(2) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated June 9,
1999.)
(b) Not Applicable.
(c) Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 9, 1999
NATIONAL PROPERTY INVESTORS III
a California limited partnership
By: NPI EQUITY INVESTMENTS, INC.
its General Partner
By: /s/ Patrick J. Foye
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Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1) Letter to Limited Partners, dated June 9, 1999.
(a)(2) Offer to Purchase, dated June 9, 1999 (Exhibit (a)(1)
to the Schedule 14D-1 of AIMCO Properties, L.P.,
dated June 9, 1999, is incorporated herein by
reference)
(a)(3) Letter of Transmittal, dated June 9, 1999 (Exhibit
(a)(2) to the Schedule 14D-1 of AIMCO Properties,
L.P., dated June 9, 1999, is incorporated herein by
reference)
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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Exhibit (a)(1)
National Property Investors III
June 9, 1999
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by National Property
Investors III (the "Partnership") with the Securities and Exchange Commission in
connection with an offer by AIMCO Properties, L.P., a Delaware limited
partnership (the "AIMCO Operating Partnership"), to purchase units of limited
partnership interest in the Partnership.
The Partnership's general partner, NPI Equity Investments, Inc., is a
subsidiary of the AIMCO Operating Partnership and therefore has certain
conflicts of interest in connection with the response to the offer. AS A RESULT
OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST, THE PARTNERSHIP AND THE
GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER
LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER.
Nevertheless, the General Partner does believe the offer is fair to the holders
of units.
Limited Partners should carefully read the enclosed Schedule 14D-9, the
Offer to Purchase of the AIMCO Operating Partnership, dated June 9, 1999
relating to the offer to acquire units of the Partnership (the "Offer to
Purchase"), and the related Letter of Transmittal and Instructions. Certain
information in the Schedule 14D-9 is incorporated by reference to the Offer to
Purchase.
NPI EQUITY INVESTMENTS, INC.
General Partner
By: /s/ Patrick J. Foye
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Executive Vice President
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