SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
RIDGEWOOD ELECTRIC POWER TRUST III
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Name of Subject Company
RIDGEWOOD ELECTRIC POWER TRUST III
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(Name of Persons Filing Statement)
INVESTOR SHARES OF BENEFICIAL INTEREST
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
Daniel V. Gulino, Esq.
Senior Vice President and General Counsel
Ridgewood Electric Power Trust III
c/o Ridgewood Power LLC
947 Linwood Avenue
Ridgewood, New Jersey 07450
Telephone: (201) 447-9000
Facsimile: (201) 447-0474
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(Name, address, and telephone numbers of person
authorized to receive notices and
communications on behalf of the persons
filing statement)
Copies to:
Douglas S. Eakeley, Esq. and
Peter M. Suzuki, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
Telephone: (973) 597-2500
Facsimile: (973) 597-2400
[ ] Check box if the filing relates solely to preliminary communications made
before commencement of a tender offer.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
On September 27, 2000, Golden State Financial informed the Trust that
it was withdrawing its September 10, 2000 offer to purchase Shares of Ridgewood
Electric Power Trust III. The Trust will respond to inquiries from its Investors
accordingly. The Trust takes no position as to the compliance of the notice of
withdrawal with applicable law.
ITEM 9. EXHIBITS
Exhibit A - Letter to Investors from Ridgewood Electric Power Trust III
dated September 28, 2000 (including letter from Golden State Financial dated
September 27, 2000).
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.
RIDGEWOOD ELECTRIC POWER TRUST III,
by Ridgewood Power LLC, its managing
shareholder
By: /s/ Robert E. Swanson
Name: Robert E. Swanson
Title: President
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EXHIBIT A
(COPIED)
Robert E. Swanson
(logo) Ridgewood Power President
TO: Ridgewood Power Trust III Shareholders September 28, 2000
Enclosed please find the September quarterly dividend.
On the reverse side of this page is a copy of the letter received
September 27, 2000 by Ridgewood's lawyer from Golden State Financial withdrawing
its illegal tender offer. There is not even a letterhead, because Mr. McGanney
sent it from France where he apparently is on vacation. Golden State's reason
for withdrawing the tender offer is his claim that he did not know it was an
illegal tender offer not in compliance with the Securities Laws!?! It is an
outrage that firms like Golden State waste time and money of real businesses.
Resy0641
Bob Swanson (signature)
(Ridgewood Power address)
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(COPIED)
September 27,2000
Peter Suzuki
Lowenstein, Sandler
Via Facsimile
Re: Ridgwood Electric Power Trust I
Ridgewood Electric Power Trust III
Dear Peter,
Per our discussion of September 26, this facsimile will serve as notice that
Golden State Financial is withdrawing its' September 10th offer to purchase
interests in the above referenced trusts.
I will send a formal notice when I return to the United States in mid-October.
Please confirm that you receive this notice and find it acceptable. Please leave
a message at 925 253-2500.
Thank you for your assistance in this matter.
Sincerely,
(signature)
David McGanney
Golden State Financial
