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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
CONSOLIDATED CAPITAL PROPERTIES III
(Name of Subject Company)
CONSOLIDATED CAPITAL PROPERTIES 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
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000
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)
COPY 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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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of CONSOLIDATED CAPITAL PROPERTIES III, a California limited
partner ship (the "Partnership"), with its business address located at
Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite
2-1000, Denver, Colorado 80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by ERP Operating Limited Partnership, an Illinois limited
partnership with its business address located at Two North Riverside
Plaza, Chicago, Illinois 60606.
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) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The general partner of the Partnership believes that each
limited partner must make his or her own decision whether or not to
participate in any offer, based upon a number of factors, including
several factors that may be personal to the limited partner, such as
the limited partner's financial position, the limited partner's need
or desire for liquidity, the limited partner's preferences regarding
the timing of when he or she might wish to sell his or her units,
other financial opportunities available to the limited partner, and
the limited partner's tax position and the tax consequences to the
limited partner of selling his or her units. However, the general
partner notes that if you wish to sell your units for cash, you should
do so at the highest price. The general partner of the Partner ship is
an affiliate AIMCO Properties, L.P.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information in the Litigation Settlement Offer of AIMCO
Proper ties, L.P. dated November 11, 1999 (the "Offer") under
"The Offer--Section 9. Background and Reasons for the
Offer--Comparison of Considerations to Alternative
Consideration--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. The Offer
is included as Exhibit (a)(1) hereto.
(b) Units held by AIMCO Properties, L.P. or its affiliates will
not be tendered.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a) - (b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer and the Supplement of AIMCO Properties, L.P., dated
December 16, 1999, are incorporated herein by reference. The
Offer is included as Exhibit (a)(1) hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Litigation Settlement Offer, dated November 11, 1999 (Exhibit
(a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated
November 11, 1999, is incorporated herein by reference).
(a)(2) Letter of Transmittal (Exhibit (a)(2) to Amendment No. 1 to
the Schedule 14D-1 of AIMCO Properties, L.P., dated December
16, 1999, is incorporated herein by reference).
(a)(3) Supplement, dated December 16, 1999 (Exhibit (a)(4) to
Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties,
L.P., dated
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December 16, 1999, is incorporated herein by reference).
(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: December 20, 1999
CONSOLIDATED CAPITAL PROPERTIES III
a California limited partnership
By: ConCap Equities, Inc.
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Litigation Settlement Offer, dated November 11, 1999
(Exhibit (a)(1) to the Schedule 14D-1 of AIMCO
Properties, L.P., dated November 11, 1999, is
incorporated herein by reference).
(a)(2) Letter of Transmittal (Exhibit (a)(2) to Amendment
No. 1 to the Schedule 14D-1 of AIMCO Properties,
L.P., dated December 16, 1999, is incorporated
herein by reference).
(a)(3) Supplement, dated December 16, 1999 (Exhibit (a)(4)
to Amendment No. 1 to the Schedule 14D-1 of AIMCO
Properties, L.P., dated December 16, 1999, is
incorporated herein by reference).
(b) Not Applicable.
(C) Not Applicable.
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