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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
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 Notices and Communications on Behalf of Bidders)
Copy to:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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AMENDMENT NO. 5 TO SCHEDULE 14D-1
This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on August 27, 1998, as
amended by Amendment No. 1 filed with the Commission on September 28, 1998,
Amendment No. 2 filed with the Commission on October 5, 1998, Amendment No. 3
filed with the Commission on October 19, 1998 and Amendment No. 4 filed with the
Commission on November 17, 1998 (the "Statement") by Cooper River Properties,
L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia
Properties Trust ("IPT") and Apartment Investment and Management Company
("AIMCO") relating to the tender offer of the Purchaser for up to 300 of the
outstanding units of limited partnership interest (the "Units") of Davidson
Diversified Real Estate III, L.P. (the "Partnership"), at a purchase price of
$3,000 per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 27, 1998 (the "Offer
to Purchase") and the related Assignment of Partnership Interest (which,
together with any supplements or amendments, collectively constitute the
"Offer").
ITEM 10. ADDITIONAL INFORMATION.
(f) The Purchaser has withdrawn the Offer, and thus will not purchase
any Units previously tendered in response to the Offer. In accordance with Rule
14e-1(c) under the Exchange Act, the Purchaser promptly will return tendered
Units to those Limited Partners who tendered them.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of press release issued by the Purchaser on December 14,
1998.
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SIGNATURE
After due 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 14, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(a)(9) Text of press release issued by the Purchaser on December 14,
1998.
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Exhibit (a)(9)
COOPER RIVER PROPERTIES, L.L.C.
1873 South Bellaire Street
17th Floor
Denver, Colorado 80222
Contact: Ed McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
COOPER RIVER ANNOUNCEMENT
DENVER, COLORADO, December 14, 1998 - Cooper River Properties, L.L.C.
today announced that it has withdrawn its tender offer for limited partnership
interests in Davidson Diversified Real Estate III, L.P. and thus will not
purchase any interests previously tendered in response to the offer. The offer
was scheduled to expire at 5:00 p.m. on Monday, December 14, 1998. Cooper River
will promptly return tendered interests to those Limited Partners who tendered
them.
For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.
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