8-K 1 npi3pinetree7505.txt NPI3PINETREE7505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 5, 2005 NATIONAL PROPERTY INVESTORS III (Exact name of Registrant as specified in its charter) California 0-9567 13-2974428 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or File Number) Identification Number) organization) 55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.02 Termination of a Material Definitive Agreement. National Property Investors III (the "Registrant") owns a 99% interest in National Pinetree Limited Partnership, a North Carolina limited partnership (the "Partnership"). The Partnership owns Pinetree Apartments, a 220-unit apartment complex located in Charlotte, North Carolina ("Pinetree"). On May 19, 2005, the Partnership, and eight other partnerships that own apartment complexes containing 1,666 units, collectively (the "Selling Partnerships"), entered into a Purchase and Sale Contract (the "Purchase Agreement") with a third party, Juniper Investment Group, Ltd, a Texas limited partnership (the "Purchaser") to sell the nine apartment complexes owned by the Partnerships to the Purchaser for a total sales price of $62,300,000, of which $5,800,000 represents the sales price for Pinetree. Each of the Selling Partnerships is affiliated with AIMCO Properties, L.P., an affiliate of the managing general partner of the Partnership ("AIMCO Properties"). On July 5, 2005, the Purchaser terminated the Purchase Agreement. On July 7, 2005, the Selling Partnerships and the Purchaser entered into the Second Amendment to the Purchase and Sale Contract, which had the effect of reinstating the Purchase Agreement. There were no material changes to the Purchase Agreement as described in the Registrant's Current Report on Form 8-K dated May 19, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL PROPERTY INVESTORS III (a California Limited Partnership) By: NPI Equity Investments, Inc. Managing General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President Date: July 11, 2005