FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) 12/31/96
Summit Tax-Exempt L.P. III
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(Exact Name of Registrant as Specified in Charter)
Delaware (Limited Partnership)
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(State or other Jurisdiction of Incorporation)
0-16816 13-3323104
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(Commission File Number) (IRS Employer Identification Number)
625 Madison Avenue, New York, NY 10022
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 421-5333
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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On December 31, 1996, the United States District Court for the Southern
District of New York (the "Court") issued a preliminary approval order (the
"Order") with respect to the settlement (the "Settlement") of the class action
litigation (the "Class Action") relating to Summit Tax Exempt L.P. III (the
"Partnership") against Related Tax Exempt Bond Associates III, Inc. (the
"Related General Partner") and certain of its affiliates (In re Prudential
Securities Inc. Limited Partnership Litigation, MDL No. 1005). Pursuant to the
stipulation of settlement entered into with counsel for the class on December
24, 1996, the proposed Settlement contemplates, among other matters, the
reorganization (the "Reorganization") of the Partnership and two other
partnerships co-sponsored by affiliates of the Related General Partner and
Prudential-Bache Properties, Inc. (the "P-B General Partner" and, collectively
with the Related General Partner, the "General Partners").
The proposed Settlement and Reorganization are subject to objections by
the BUC$holders and limited partners of the Partnership and each of the other
partnerships and final approval of the court after review of the proposals at a
fairness hearing.
Under the proposed Reorganization plan, the BUC$holders of the
Partnership and Summit Tax Exempt Bond Fund L.P. and Summit Tax-Exempt L.P. II
will receive shares in a newly formed business trust. The shares are expected to
be allocated proportionately among the partnerships and their respective
investors based upon appraisals and other factors and such allocation is
expected to be supported by a third party fairness opinion. Detailed information
about the proposed Settlement and Reorganization will be sent to BUC$holders in
the near future. The terms of the Reorganization include, among other matters,
affiliates of the Related Capital Company ("RCC") acquiring the P-B General
Partner's general partner interest (the "P-B Interest"), transferring to the
BUC$holders one-half of the P-B Interest, reducing fees currently payable to the
General Partners by 25%, applying to list the new company's shares on the Nasdaq
National Market and creating an infinite, as opposed to finite, life operating
business.
In connection with the proposed Settlement and Reorganization the P-B
General Partner and RCC entered into an agreement for the purchase by RCC or its
affiliates of the P-B Interest. The agreement is subject to numerous conditions
including the Settlement of the Class Action and the approval of the sale and
withdrawal of the P-B General Partner as a general partner of the Partnership by
the Court.
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Pending final approval of the Settlement, the Court's Order prohibits
class members (including the BUC$holders) from, among other matters,
transferring their partnership interests unless the transferee agrees to be
bound by the Settlement.
There can be no assurance that the conditions to the closing of the
proposed Settlement and Reorganization will be satisfied nor as to the time
frame in which a closing may occur.
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SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Summit Tax Exempt L.P. III
(Registrant)
By: Related Tax Exempt Associates III, Inc.
A Delaware Corporation,
General Partner
January 10, 1997 BY: /s/ Stuart J. Boesky
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Stuart J. Boesky
Senior Vice President
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