SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
NATIONAL HOUSING PARTNERSHIP REALTY FUND III
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class and Securities)
NONE
(CUSIP Number)
Harry G. Alcock Copy to:
AIMCO Properties, L.P. Thomas C. Janson, Jr.
1873 South Bellaire Street Skadden, Arps et al.
17th Floor 300 South Grand Avene
Denver, Colorado 80222 Los Angeles, California 90071
(303) 757-8101 (213) 687-5000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 8, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box: ( )
- -------------------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No.: None 13D
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AIMCO Properties, L.P.
I.R.S. # 84-1259577
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 1,579.5
SHARES ---------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,579.5
WITH ----------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579.5
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
- ------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.75%
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(14) TYPE OF REPORTING PERSON*
PN
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ITEM 1: SECURITY AND ISSUER
The Statement relates to the units of limited partnership
interest ("Units"), of National Housing Partnership Realty Fund
III (the "Issuer") which has its principal executive office at
1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 2: IDENTITY AND BACKGROUND
This Statement is being filed by AIMCO Properties, L.P., a
Delaware limited partnership ("Properties"). Properties is
managed by AIMCO-GP Inc., a Delaware corporation, its sole
general partner. AIMCO-GP Inc. is a subsidiary of Apartment
Investment and Management Company, a Maryland corporation
("AIMCO"). The executive office of both Properties and AIMCO is
1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
The principal business of Properties is to own and operate
multi-family residential properties. The principal business of
AIMCO-GP, Inc. is to act as the sole general partner of
Properties. Certain information concerning the directors and
executive officers of AIMCO-GP, Inc., which persons, as
executive officers of its general partner, may be deemed to
control the management of Properties, is set forth in Appendix
A hereto.
(a-c) Not applicable.
(d) and (e) To the best knowledge of Properties, none of the
persons listed in Appendix A hereto have, during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Not applicable.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds used in acquiring the Units
reported herein was approximately $63,180.00. All funds used in
acquiring the Units were obtained from the working capital of
Properties.
ITEM 4: PURPOSE OF TRANSACTION
On March 27, 1998, Properties commenced a tender of for up to
563 Units or 4.9% of the Units at a purchase price of $40.00
per Unit (the "Tender Offer"). On April 24, 1998 the Tender
Offer expired. Holders of 1,579.5 Units, representing
approximately 13.75% of the outstanding Units, tendered in the
Tender Offer. Properties contacted the tendering persons and
indicated Properties' willingness to purchase all Units
tendered. On May 8, 1998, Properties purchased 563 Units
pursuant to the Tender Offer and an additional 1,016.5 Units in
private purchases.
Properties currently anticipates conducting additional tender
offers for Units at prices which may be greater than or less
than the price offered in the Tender Offer. In addition,
Properties or an affiliate of Properties may seek to purchase
the assets of the Issuer.
Except as set forth above, Properties does not have any present
plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, based on the Issuer's latest Form
10-K, there are approximately 11,490 Units outstanding and thus
the 1,579.5 Units owned by Properties represent approximately
13.75% of the Units outstanding.
(b) Properties, at the direction of its sole general partner,
AIMCO-GP Inc., has sole power to vote or to direct the vote of
the Units owned by it and the sole power to dispose or to
direct the disposition of the Units owned by it.
(c) During the last sixty days, Properties made the following
purchases of Units:
Date Number of Units Price Per Unit
May 8, 1998 563 (Tender Offer) $40.00
May 8, 1998 1,016.5 (private purchases) $40.00
(d) and (e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The General Partner of the Issuer is The National Housing
Partnership, which through various affiliations is controlled
by AIMCO, the ultimate parent and controlling person of
Properties.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
None.
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: May 18, 1998 AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
Its: General Partner
By: /s/ Peter K. Kompaniez
_________________________
Name: Peter K. Kompaniez
Title: Executive Vice President
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO AND AIMCO-GP, INC.
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO. The names and
positions of the executive officers and directors of AIMCO are set forth
below. Unless otherwise indicated, the business address of each executive
officer and director is 1873 South Bellaire Street, 17th Floor, Denver,
Colorado 80222. Each executive officer and director is a citizen of the
United States of America.
NAME POSITION
Terry Considine Chairman of the Board of Directors and Chief
Financial Officer
Peter K. Kompaniez Vice Chairman, President and Director
Joel Bonder Executive Vice President, General Counsel and
Secretary
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President - START
Thomas W. Toomey Executive Vice President - Finance and
Administration
David L. Williams Executive Vice President - Property Operations
Troy D. Butts Senior Vice President and Chief Financial
Officer
Richard S. Ellwood Independent Director; Chairman, Audit Committee
J. Landis Martin Independent Director; Chairman, Compensation
Committee
Thomas L. Rhodes Independent Director
John D. Smith Independent Director
2. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO-GP, INC. The sole
general partner of AIMCO Properties, L.P. is AIMCO-GP, Inc. The names and
positions of the executive officers and directors of the AIMCO-GP, Inc. are
set forth below. Unless otherwise indicated, the business address of each
executive officer and director is 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222. Each executive officer and director is a citizen of
the United States of America.
NAME POSITION
Terry Considine Chairman of the Board of Directors, President
and Chief Executive Officer
Peter K. Kompaniez Executive Vice President and Director
Thomas W. Toomey Vice President
Harry G. Alcock Vice President
John Alioto Vice President of California Property Management
Operations
Joel Bonder Secretary
Troy D. Butts Chief Financial Officer
Patricia K. Heath Assistant Secretary
3. BIOGRAPHICAL INFORMATION. The following is a biographical
summary of the experience of the current directors and executive officers
of AIMCO for the past five years or more.
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
Terry Considine Mr. Considine has been Chairman of the Board of
Directors of AIMCO since July 1994. From July 1994
to July 1997, Mr. Considine also served as
President of AIMCO. He is the sole owner of
Considine Investment Co. and prior to July 1994 was
owner of approximately 75% of Property Asset
Management, L.L.C., a Colorado limited liability
company, and its related entities (collectively,
"PAM"), one of AIMCO's predecessors. On October 1,
1996, Mr. Considine was appointed Co-Chairman and
director of Asset Investors Corp. and Commercial
Asset Investors, Inc., two other public real estate
investment trusts, and appointed a director of
Financial Assets Management, LLC, a real estate
investment trust manager. Mr. Considine has been
involved as a principal in a variety of real estate
activities, including the acquisition, renovation,
development and disposition of properties. Mr.
Considine has also controlled entities engaged in
other businesses such as television broadcasting,
gasoline distribution and environmental
laboratories. Mr. Considine received a B.A. from
Harvard College, a J.D. from Harvard Law School and
is admitted as a member of the Massachusetts Bar.
He served as a Colorado State Senator from
1987-1992 and in 1992 was the Republican nominee
for election to the United States Senate from
Colorado.
Peter K. Kompaniez Mr. Kompaniez has been President of AIMCO since
July 1997, and Vice Chairman and a Director of
AIMCO since July 1994. Since September 1993 Mr.
Kompaniez has owned 75% of PDI Realty Enterprises,
Inc., a Delaware corporation ("PDI"), one of
AIMCO's predecessors, and serves as its President
and Chief Executive Officer. From 1986 to 1993, he
served as President and Chief Executive Officer of
Heron Financial Corporation ("HFC"), a United
States holding company for Heron International,
N.V.'s real estate and related assets. While at
HFC, Mr. Kompaniez administered the acquisition,
development and disposition of approximately 8,150
apartment units (including 6,217 units that have
been acquired by the Company) and 3.1 million
square feet of commercial real estate. Prior to
joining HFC, Mr. Kompaniez was a senior partner
with the law firm of Loeb and Loeb where he had
extensive real estate and REIT experience. Mr.
Kompaniez received a B.A. from Yale College and a
J.D. from the University of California (Boalt
Hall).
Joel Bonder Mr. Bonder was appointed Executive Vice President
and General Counsel of AIMCO effective December
1997. Prior to joining AIMCO, Mr. Bonder served as
Senior Vice President and General Counsel of NHP
Incorporated from April 1994 until December 1997.
Mr. Bonder served as Vice President and Deputy
General Counsel of NHP Incorporated from June 1991
to March 1994 and as Associate General Counsel of
NHP Incorporated from 1986 to 1991. From 1983 to
1985, Mr. Bonder was with the Washington, D.C. law
firm of Lane & Edson, P.C. From 1979 to 1983, Mr.
Bonder practiced with the Chicago law firm of Ross
and Hardies. Mr. Bonder received an A.B. from the
University of Rochester and a J.D. from Washington
University School of Law.
Robert Ty Howard Mr. Howard was appointed Executive Vice
President-Ancillary Services in February 1998.
Prior to joining AIMCO, Mr. Howard served as an
officer and/or director of four affiliated
companies, Hecco Ventures, Craig Corporation,
Reading Company and Decurion Corporation. Mr.
Howard was responsible for financing, mergers and
acquisitions activities, investments in commercial
real estate, both nationally and internationally,
cinema development and interest rate risk
management. From 1983 to 1988, he was employed by
Spieker Properties. Mr. Howard received a B.A. from
Amherst College, a J.D. from Harvard Law School and
an M.B.A. from Stanford University Graduate School
of Business.
Steven D. Ira Mr. Ira has served as Executive Vice President of
AIMCO since July 1994. From 1987 until July 1994,
he served as President of PAM. Prior to merging his
firm with PAM in 1987, Mr. Ira acquired extensive
experience in property management. Between 1977 and
1981 he supervised the property management of over
3,000 apartment and mobile home units in Colorado,
Michigan, Pennsylvania and Florida, and in 1981 he
joined with others to form the property management
firm of McDermott, Stein and Ira. Mr. Ira served
for several years on the National Apartment Manager
Accreditation Board and is a former president of
both the National Apartment Association and the
Colorado Apartment Association. Mr. Ira is the
sixth individual elected to the Hall of Fame of the
National Apartment Association in its 54-year
history. He holds a Certified Apartment Property
Supervisor (CAPS) and a Certified Apartment Manager
designation from the National Apartment
Association, a Certified Property Manager (CPM)
designation from the National Institute of Real
Estate Management (IREM) and he is a member of the
Boards of Directors of the National Multi-Housing
Council, the National Apartment Association and the
Apartment Association of Metro Denver. Mr. Ira
received a B.S. from Metropolitan State College in
1975.
Thomas W. Toomey Mr. Toomey has served as Senior Vice President -
Finance and Administration of AIMCO since January
1996 and was promoted to Executive Vice President
Finance and Administration in March 1997. From 1990
until 1995, Mr. Toomey served in a similar capacity
with Lincoln Property Company ("LPC") as well as
Vice President/Senior Controller and Director of
Administrative Services of Lincoln Property
Services where he was responsible for LPC's
computer systems, accounting, tax, treasury
services and benefits administration. From 1984 to
1990, he was an audit manager with Arthur Andersen
& Co. where he served real estate and banking
clients. From 1981 to 1983, Mr. Toomey was on the
audit staff of Kenneth Leventhal & Company. Mr.
Toomey received a B.S. in Business
Administration/Finance from Oregon State University
and is a Certified Public Accountant.
David L. Williams Mr. Williams has been Executive Vice President -
Property Operations of AIMCO since January 1997.
Prior to joining AIMCO, Mr. Williams was Senior
Vice President of Operations at Evans Withycombe
Residential, Inc. from January 1996 to January
1997. Previously, he was Executive Vice President
at Equity Residential Properties Trust from October
1989 to December 1995. He has served on National
Multi-Housing Council Boards and NAREIT committees.
Mr. Williams also served as Senior Vice President
of Operations and Acquisitions of US Shelter
Corporation from 1983 to 1989. Mr. Williams has
been involved in the management, development and
acquisition of real estate properties since 1973.
Mr. Williams received his B.A. in education and
administration from the University of Washington in
1967.
Troy D. Butts Mr. Butts has served as Senior Vice President and
Chief Financial Officer of AIMCO since November
1997. Prior to joining AIMCO, Mr. Butts served as a
Senior Manager in the audit practice of the Real
Estate Services Group for Arthur Andersen LLP in
Dallas, Texas. Mr. Butts was employed by Arthur
Andersen, LLP for ten years and his clients were
primarily publicly-held real estate companies,
including office and multi-family real estate
investment trusts. Mr. Butts holds a Bachelor of
Business Administration degree in Accounting from
Angelo State University and is a Certified Public
Accountant.
Richard S. Ellwood Mr. Ellwood was appointed a Director of AIMCO in
July 1994 and is currently Chairman of the Audit
Committee. Mr. Ellwood is the founder and President
of R.S. Ellwood & Co., Incorporated, a real estate
investment banking firm. Prior to forming R.S.
Ellwood & Co., Incorporated in 1987, Mr. Ellwood
had 31 years experience as an investment banker,
serving as: Managing Director and senior banker at
Merrill Lynch Capital Markets from 1984 to 1987;
Managing Director at Warburg Paribas Becker from
1978 to 1984; general partner and then Senior Vice
President and a Director at White, Weld & Co. from
1968 to 1978; and in various capacities at J.P.
Morgan & Co. from 1955 to 1968. Mr. Ellwood
currently serves as a Director of Corporate Realty
Income Trust and FelCor Suite Hotels, Inc. He is a
registered investment advisor.
J. Landis Martin Mr. Martin was appointed a Director of AIMCO in
July 1994 and is currently Chairman of the
Compensation Committee. Mr. Martin has served as
President, Chief Executive Officer and a Director
of NL Industries, Inc., a manufacturer of specialty
chemicals, since 1987. Since 1988, he has served as
the President and Chief Executive Officer of
Tremont Corporation, an integrated producer of
titanium metals. Mr. Martin has also served as a
Director and the Chairman of the Board of Directors
of Tremont Corporation since August 1990. From
December 1988 until January 1994, he served as
Chairman of the Board of Directors of Baroid
Corporation, an oilfield services company. In
January 1994, Baroid Corporation became a wholly
owned subsidiary of Dresser Industries, Inc. and
Mr. Martin currently serves as a Director of
Dresser Industries, Inc. Mr. Martin also serves as
President and Chief Executive Officer of Titanium
Metals Corporation, an integrated producer of
titanium.
Thomas L. Rhodes Mr. Rhodes was appointed a Director of AIMCO in
July 1994. Mr. Rhodes has served as the President
and a director of National Review since 1992. From
1976 to 1992, Mr. Rhodes served in various
positions at Goldman, Sachs & Co. and was elected a
General Partner in 1986. Mr. Rhodes also served as
a Director of Underwriters Reinsurance Corporation
from 1987 to 1993 and was a member of the Advisory
Board of TransTerra Co. during 1993. He currently
serves as Co-Chairman and director of Financial
Assets Management, LLC and its subsidiaries, and as
a director of Delphi Financial Group, Inc. and its
subsidiaries, The Lynde and Harry Bradley
Foundation, and the Reserve Special Portfolio
Trusts. Mr. Rhodes is Chairman of the Empire
Foundation for Policy Research, a Trustee of the
Heritage Foundation, a Trustee of the Manhattan
Institute, a Board Member of the National Center
for Neighborhood Enterprise and a Member of the
Council on Foreign Relations.
John D. Smith Mr. Smith was appointed a Director of AIMCO in
November 1994. Mr. Smith is Principal and President
of John D. Smith Developments. Mr. Smith has been a
shopping center developer, owner and consultant for
over 8.6 million square feet of shopping center
projects including Lenox Square in Atlanta,
Georgia. Mr. Smith is a Trustee and former
President of the International Council of Shopping
Centers and was selected to be a member of the
American Society of Real Estate Counselors. Mr.
Smith served as a Director for Pan-American
Properties, Inc. (National Coal Board of Great
Britain) formerly known as Continental Illinois
Properties. He also serves as a director of
American Fidelity Assurance Companies and is
retained as an advisor by Shop System Study
Society, Tokyo, Japan.
