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Securities and Exchange Commission
Washington, D.C. 20547
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
National Property Investors III
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(Name of Subject Company)
National Property Investors III
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(Names of Persons Filing Statement)
Limited Partnership Units
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Patrick J. Foye
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
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(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
The information in this (the "Offer") "Offer to Purchase of AIMCO
Properties, L.P., dated August 2, 2000, Exhibit (a) hereto, is incorporated
herein by reference in answer to all of the Items of this Schedule 14D-9 except
as otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14d-9 is being filed by National Property Investors III,
a California limited partnership (the "Partnership"). The Partnership's business
address is Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite
2-1000, Denver, Colorado 80222, and its telephone number is (303) 757-8101.
Units of limited partnership of the Partnership are the subject of the tender
offer.
Item 5. Person/Assets, Retained, Employed, Compensated or Used.
Not Applicable
Item 7. Purposes of the Transaction and Plans or Proposals.
Not Applicable
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to
Schedule TO of AIMCO Properties, L.P. dated August 2, 2000, is
incorporated herein by reference.)
(e) The information in the Offer to Purchase (Exhibit (a) hereto)
under the headings "The Offer-Section 11. Conflicts of
Interest and Trans actions with Affiliates," "The
Offer-Section 13. Certain Information Concerning Your
Partnership-Property Management," "The Offer-Section 13.
Certain Information Concerning Your
Partnership-Distributions," and "The Offer-Section 13. Certain
Information Concerning Your Partnership-Compensation Paid to
the General Partner and its Affiliates" is hereby incorporated
herein by reference.
(g) 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: August 2, 2000
NATIONAL PROPERTY INVESTORS III,
a California limited partnership
By: NPI Equity Investments, Inc.,
a Florida corporation
Its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to
Schedule TO of AIMCO Properties, L.P. dated August 2, 2000, is
incorporated herein by reference.)
(e) The information in the Offer to Purchase (Exhibit (a) hereto)
under the headings "The Offer-Section 11. Conflicts of
Interest and Transactions with Affiliates," "The Offer-Section
13. Certain Information Concerning Your Partnership-Property
Management," "The Offer-Section 13. Certain Information
Concerning Your Partnership-Distributions," and "The
Offer-Section 13. Certain Information Concerning Your
Partnership-Compensation Paid to the General Partner and its
Affiliates" is hereby incorporated herein by reference.
(g) Not applicable
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