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SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
AIMCO
AIMCO Properties, L.P.
is offering to purchase any and all units of limited partnership interests in
SHELTER PROPERTIES III LIMITED PARTNERSHIP
FOR $264.00 PER UNIT IN CASH
Upon the terms and subject to the conditions set forth herein, we will accept
any and all units validly ten dered in response to our offer. If units are
validly tendered and not properly withdrawn prior to the expiration date and the
purchase of all such units would result in there being less than 320
unitholders, we will purchase only 99% of the total number of units so tendered
by each limited partner.
Our offer price will be reduced for any distributions subsequently made by your
partnership prior to the expiration of our offer.
We have extended our offer; our offer and your with drawal rights will expire at
5:00 P.M., New York City time, on September 20, 2000, unless we extend the
deadline.
You will not pay any partnership transfer fees if you tender your units. You
will pay any other fees and costs, including any transfer taxes.
Our offer is not subject to a minimum number of units being tendered.
SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED AUGUST 8, 2000, FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $264.00 per unit without any
arms-length negotiations. Accordingly, our offer price may not reflect
the fair market value of your units.
o In November 1999, we offered to buy your units for $269.24 per unit.
Since November 1999, your partnership has paid distributions of $10.44
per unit from operations.
o We are making this offer with a view to making a profit and,
therefore, there is a conflict between our desire to purchase your
units at a low price and your desire to sell your units at a high
price.
(continued on next page)
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If you desire to accept our offer, you should complete and sign the
enclosed letter of transmittal in accordance with the instructions thereto and
mail or deliver the signed letter of transmittal and any other required
documents to River Oaks Partnership Services, Inc., which is acting as
Information Agent in connection with our offer, at one of its addresses set
forth on the back cover of this Supplement. QUESTIONS AND REQUESTS FOR
ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THIS SUPPLEMENT OR
THE LETTER OF TRANSMITTAL MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (888)
349-2005.
September 7, 2000
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(Continued from prior page)
o Although your partnership's agreement of limited partnership provides
for termination in the year 2021, the prospectus pursuant to which the
units were sold in 1981 indicated that the properties owned by your
partnership might be sold within 3 years of their acquisition if
conditions permitted.
o Your general partner and the property manager of the properties are
subsidiaries of ours and, therefore, the general partner has
substantial conflicts of interest with respect to our offer.
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership. Such fees
would not be payable if your partnership was liquidated.
o It is possible that we may conduct a future offer at a higher price.
o For any units that we acquire from you, you will not receive any
future distributions from operating cash flow of your partnership or
upon a sale or refinancing of property owned by your partnership.
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INTRODUCTION
On August 8, 2000, we commenced an offer to acquire all of the outstanding
units of your partnership, in exchange for $264.00 in cash per unit, net to the
seller, without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from August 8, 2000 until the expiration
date. If units are validly tendered and not properly withdrawn prior to the
expiration date and the purchase of all such units would result in there being
less than 320 unitholders, we will purchase only 99% of the total number of
units so tendered by each limited partner. Our offer is made upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 8,
2000, this Supplement and in the accompanying letter of transmittal.
We will pay any transfer fees imposed for the transfer of units by your
partnership. However, you will have to pay any governmental transfer taxes that
apply to your sale. You will also have to pay any fees or commissions imposed by
your broker in assisting you to tender your units, or by any custodian or other
trustee of any Individual Retirement Account or benefit plan which is the owner
of record of your units. Although the fees charged for transferring units from
an Individual Retirement Account vary, such fees are typically $25-$50 per
transaction.
We have retained River Oaks Partnership Services, Inc. to act as the
Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of the units being tendered. However,
certain other conditions do apply. See "The Offer - Section 17. Conditions of
the Offer," in the Offer to Purchase. Under no circumstances will we be required
to accept any unit if the transfer of that unit to us would be prohibited by the
agreement of limited partnership of your partnership.
We have extended the expiration date of our offer to 5:00 p.m., New York
City time, on September 20, 2000. If you desire to accept our offer, you must
complete and sign the letter of transmittal in accordance with the instructions
contained therein, and forward or hand deliver the enclosed acknowledgment and
agreement, together with any other required documents, to the Information Agent.
If you have already tendered your units in accordance with the original letter
of transmittal, you need not take any further action to continue to tender your
units. You may withdraw your tender of units pursuant to the offer at any time
prior to the expiration date of our offer and, if we have not accepted such
units for payment, on or after October 10, 2000.
We expressly reserve the right, in our reasonable discretion, at any time
and from time to time, to extend the period of time during which our offer is
open and thereby delay acceptance for payment of, and the payment for, any unit.
Notice of any such extension will promptly be disseminated to you in a manner
reasonably designed to inform you of such change. Further, any extension may be
followed by a press release or public announcement which will be issued no later
than 9:00 a.m., New York City time, on the next business day after the scheduled
expiration date of our offer, in accordance with Rule 14e-1(d) under the
Securities Exchange Act of 1934.
Our Offer to Purchase, dated August 8, 2000, is hereby further supplemented
as follows:
1. Since May 1, 2000, we have purchased in privately negotiated
transactions the following units in your partnership:
<TABLE>
<CAPTION>
DATE NUMBER OF UNITS SALE PRICE PER UNIT
---- --------------- -------------------
<S> <C> <C>
May 1 182 (1)
June 1 10 $269.24
</TABLE>
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(1) Purchase prices are as follows: 42 units were purchased as part of a group
purchase of 10,700.45 units in various partnerships for an aggregate price
of $1,431,361.20; 80 units were purchased as part of a group purchase of
1,318 units in various partnerships for an aggregate price of $305,156; and
60 units were purchased as part of a group purchase of 2,485.25 units in
various partnerships for an aggregate price of $489,818.
2. The current executive officers of the general partner of your
partnership are the same as the executive officers of AIMCO.
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The letter of transmittal and any other required documents should be sent
or delivered by each unitholder or such unitholder's broker, dealer, bank, trust
company or other nominee to the Information Agent at one of its addresses set
forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<CAPTION>
By Mail: By Overnight Courier: By Hand:
<S> <C> <C>
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
07606-2065 Attn.: Reorganization Dept. Attn.: Reorganization Dept.
For information, please call:
TOLL FREE: (888) 349-2005
</TABLE>
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