-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WhNW97+AQHOwvC9PX8afeAX26TlmNJ4I3KNQzMV6mZ7M1ZDE4+NzEpchiYhV6OEa YN80hFnpFYEr+1DhT3p6aA== /in/edgar/work/20000907/0000950134-00-007664/0000950134-00-007664.txt : 20000922 0000950134-00-007664.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950134-00-007664 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000907 GROUP MEMBERS: AIMCO GP INC GROUP MEMBERS: AIMCO IPT INC GROUP MEMBERS: AIMCO PROPERTIES LP GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO GROUP MEMBERS: COOPER RIVER PROPERTIES LLC GROUP MEMBERS: INSIGNIA PROPERTIES LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD III CENTRAL INDEX KEY: 0000720460 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 953903984 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54485 FILM NUMBER: 717677 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD III CENTRAL INDEX KEY: 0000720460 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 953903984 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-54485 FILM NUMBER: 717678 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: [6513 ] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: [6513 ] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SC TO-T/A 1 d80099kscto-ta.txt AMEND. NO. 2 TO SC TO-T & AMEND. NO. 9 TO SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) Angeles Income Properties Ltd. III ---------------------------------- (Name of Subject Company (Issuer) AIMCO Properties, L.P. -- Offeror --------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Limited Partnership Units ------------------------- (Title of Class Securities) None ---- (CUSIP Number of Class Securities) Patrick J. Foye Apartment Investment And Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8101 Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copy To: Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, 34th Floor Los Angeles, California 90071 (213) 687-5000 2 Calculation of Filing Fee
Transaction valuation* Amount of filing fee - ---------------------- -------------------- $2,595,876.80 $519.18
* For purposes of calculating the fee only. This amount assumes the purchase of 52,644 units of limited partnership interest of the subject partnership for $49.31 per unit. The amount of the filing fee, calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidder. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $519.18 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO Date Filed: August 3, 2000 ---------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [X] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 3 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO PROPERTIES, L.P. 84-1275721 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, BK 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 22,619 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 22,619 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,619 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 25.81% 14. TYPE OF REPORTING PERSON PN 3 4 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO-GP, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 22,619 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 22,619 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,619 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 25.81% 14. TYPE OF REPORTING PERSON CO 4 5 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) APARTMENT INVESTMENT AND MANAGEMENT COMPANY 84-129577 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 34,094 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 34,094 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,094 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 38.91% 14. TYPE OF REPORTING PERSON CO 5 6 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) INSIGNIA PROPERTIES, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 11,475 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 11,475 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,475 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 13.10% 14. TYPE OF REPORTING PERSON PN 6 7 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO/IPT, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 11,475 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 11,475 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,475 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 13.10% 14. TYPE OF REPORTING PERSON CO 7 8 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) COOPER RIVER PROPERTIES, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 11,470 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 11,470 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,470 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 13.10% 14. TYPE OF REPORTING PERSON OO 8 9 AMENDMENT NO. 2 TO TENDER OFFER STATEMENT/ AMENDMENT NO. 9 TO SCHEDULE 13D This Statement (the "Statement") constitutes (a) amendment No. 2 to the Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO OP"), relating to an offer to purchase units of limited partnership interest ("Units") of Angeles Income Properties Ltd. III (the "Partnership"); and (b) Amendment No. 9 to the Schedule 13D (the "Schedule 13D") originally filed with the Securities and Exchange Commission (the "Commission") on January 25, 1999, by Cooper River Properties, L.L.C. ("Cooper River"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Apartment Investment and Management Company ("AIMCO"), as amended by (i) Amendment No. 1, filed with the Commission on June 2, 1999 by Cooper River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and AIMCO, (ii) Amendment No. 2 filed with the Commission on July 1, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (iii) Amendment No. 3, filed with the Commission on August 6, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, (iv) Amendment No. 4, dated November 15, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (v) Amendment No. 5, dated December 16, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO (vi) Amendment No. 6, dated January 10, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO- GP and AIMCO, (vii) Amendment No. 7, dated August 2, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO and (viii) Amendment No. 8, dated August , 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO. ---------- Item 12. Exhibits. (a)(1) Offer to Purchase, dated August 2, 2000. (Previously filed.) (a)(2) Letter of Transmittal and related Instructions. (Previously filed.) (a)(3) Letter, dated August 2, 2000, from AIMCO OP to the limited partners of the Partnership. (Previously filed.) (a)(4) Supplement to Offer to Purchase, dated September 1, 2000. (a)(5) Letter, dated August 30, 2000, from AIMCO OP to the limited partners of the Partnership. (a)(6) Press release, dated September 1, 2000. (b)(1) Credit Agreement (Secured Revolving Credit Facility), dated as of August 16, 1999, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated August 16, 1999, is incorporated herein by this reference.) (b)(2) Amended and Restated Credit Agreement, dated as of March 15, 2000, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference.) (b)(3) First Amendment to $345,000,000 Amended and Restated Credit Agreement, dated as of April 14, 2000, among AIMCO Properties, L.P., Bank of America, as Administrative Agent, and U.S. Bank National Association, as Lender. (Exhibit 10.4 to AIMCO's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is incorporated herein by this reference.) (d) Not applicable. (g) Not applicable. (h) Not applicable. (z)(1) Agreement of Joint Filing, dated November 11, 1999, among AIMCO, AIMCO- GP, AIMCO OP, AIMCO/IPT, IPLP Cooper River. (Previously filed.) 9 10 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. Date: September 1, 2000 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/Patrick J. Foye -------------------------------------- Executive Vice President COOPER RIVER PROPERTIES, L.L.C. By: /s/Patrick J. Foye -------------------------------------- Executive Vice President AIMCO/IPT, INC. By: /s/Patrick J. Foye -------------------------------------- Executive Vice President INSIGNIA PROPERTIES, L.P. By: AIMCO/IPT, INC. (General Partner) By: /s/Patrick J. Foye -------------------------------------- Executive Vice President AIMCO-GP, INC. By: /s/Patrick J. Foye -------------------------------------- Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/Patrick J. Foye -------------------------------------- Executive Vice President 10 11 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(1) Offer to Purchase, dated August 2, 2000. (Previously filed.) (a)(2) Letter of Transmittal and related Instructions. (Previously filed.) (a)(3) Letter, dated August 2, 2000, from AIMCO OP to the limited partners of the Partnership. (Previously filed.) (a)(4) Supplement to Offer to Purchase, dated September 1, 2000. (a)(5) Letter, dated August 30, 2000, from AIMCO OP to the limited partners of the Partnership. (a)(6) Press release, dated September 1, 2000. (b)(1) Credit Agreement (Secured Revolving Credit Facility), dated as of August 16, 1999, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated August 16, 1999, is incorporated herein by this reference.) (b)(2) Amended and Restated Credit Agreement, dated as of March 15, 2000, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference.) (b)(3) First Amendment to $345,000,000 Amended and Restated Credit Agreement, dated as of April 14, 2000, among AIMCO Properties, L.P., Bank of America, as Administrative Agent, and U.S. Bank National Association, as Lender. (Exhibit 10.4 to AIMCO's Quarterly Report on Form 10-Q for quarter ended March 31, 2000, is incorporated herein by this reference.) (d) Not applicable. (g) Not applicable. (h) Not applicable. (z)(1) Agreement of Joint Filing, dated November 11, 1999, among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP Cooper River. (Previously filed.)
EX-99.(A)(4) 2 d80099kex99-a4.txt SUPPLEMENT TO OFFER TO PURCHASE DATED 9/1/2000 1 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH AIMCO AIMCO Properties, L.P. is offering to purchase any and all units of limited partnership interests in ANGELES INCOME PROPERTIES LTD. III FOR $49.31 PER UNIT IN CASH Upon the terms and subject to the conditions set forth herein, we will accept any and all units validly tendered in response to our offer. If units are validly tendered and not properly withdrawn prior to the expiration date and the purchase of all such units would result in there being less than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner. Our offer price will be reduced for any distributions subsequently made by your partnership prior to the expiration of our offer. We have extended our offer; our offer and your withdrawal rights will expire at 5:00 P.M., New York City time, on September 15, 2000, unless we extend the deadline. You will not pay any partnership transfer fees if you tender your units. You will pay any other fees and costs, including any transfer taxes. Our offer is not subject to a minimum number of units being tendered. SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED AUGUST 2, 2000, FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING: We determined the offer price of $49.31 per unit without any arms-length negotiations. Accordingly, our offer price may not reflect the fair market value of your units. In November 1999, we offered to buy your units for $75.26 per unit. Since November 1999, your partnership has paid distributions of $25.00 per unit from operations. (continued on next page) ---------- If you desire to accept our offer, you should complete and sign the enclosed letter of transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to River Oaks Partnership Services, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover of this Supplement. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THIS SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005. September 1, 2000 2 (Continued from prior page) As of June 30, 1998, your general partner (which is our subsidiary) estimated the net asset value of your units to be $124 per unit and an affiliate of your general partner estimated the net liquidation value of your units to be $122.18 per unit. In 1999, your partnership sold one property for $5,215,000 ($5,074,244 in net sales proceeds), of which $3,660,432 was used to pay indebtedness and $1,413,812 was distributed to the partners. We are making this offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price. Although your partnership's agreement of limited partnership provides for termination in the year 2038, the prospectus pursuant to which the units were sold in 1984 indicated that the property owned by your partnership might be sold within five to six years of its acquisition if conditions permitted. Your general partner and the property manager of the property are subsidiaries of ours and, therefore, the general partner has substantial conflicts of interest with respect to our offer. Continuation of your partnership will result in our affiliates continuing to receive management fees from your partnership. Such fees would not be payable if your partnership was liquidated. It is possible that we may conduct a future offer at a higher price. For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of property owned by your partnership. If we acquire a substantial number of units, we will increase our ability to influence voting decisions with respect to your partnership and may control such voting decisions, including but not limited to the removal of the general partner, most amendments to the partnership agreement and the sale of all or substantially all of your partnership's assets. 2 3 INTRODUCTION On August 2, 2000, we commenced an offer to acquire all of the outstanding units of your partnership, in exchange for $49.31 in cash per unit, net to the seller, without interest, less the amount of distributions, if any, made by your partnership in respect of any unit from August 2, 2000 until the expiration date. If units are validly tendered and not properly withdrawn prior to the expiration date and the purchase of all such units would result in there being less than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner. Our offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 2, 2000, this Supplement and in the accompanying letter of transmittal. We will pay any transfer fees imposed for the transfer of units by your partnership. However, you will have to pay any governmental transfer taxes that apply to your sale. You will also have to pay any fees or commissions imposed by your broker in assisting you to tender your units, or by any custodian or other trustee of any Individual Retirement Account or benefit plan which is the owner of record of your units. Although the fees charged for transferring units from an Individual Retirement Account vary, such fees are typically $25-$50 per transaction. We have retained River Oaks Partnership Services, Inc. to act as the Information Agent in connection with our offer. We will pay all charges and expenses in connection with the services of the Information Agent. The offer is not conditioned on any minimum number of the units being tendered. However, certain other conditions do apply. See "The Offer - Section 17. Conditions of the Offer," in the Offer to Purchase. Under no circumstances will we be required to accept any unit if the transfer of that unit to us would be prohibited by the agreement of limited partnership of your partnership. We have extended the expiration date of our offer to 5:00 p.m., New York City time, on September 15, 2000. If you desire to accept our offer, you must complete and sign the letter of transmittal in accordance with the instructions contained therein, and forward or hand deliver the enclosed acknowledgment and agreement, together with any other required documents, to the Information Agent. If you have already tendered your units in accordance with the original letter of transmittal, you need not take any further action to continue to tender your units. You may withdraw your tender of units pursuant to the offer at any time prior to the expiration date of our offer and, if we have not accepted such units for payment, on or after October 3, 2000. We expressly reserve the right, in our reasonable discretion, at any time and from time to time, to extend the period of time during which our offer is open and thereby delay acceptance for payment of, and the payment for, any unit. Notice of any such extension will promptly be disseminated to you in a manner reasonably designed to inform you of such change. Further, any extension may be followed by a press release or public announcement which will be issued no later than 9:00 a.m., New York City time, on the next business day after the scheduled expiration date of our offer, in accordance with Rule 14e-1(d) under the Securities Exchange Act of 1934. Our Offer to Purchase, dated August 2, 2000, is hereby further supplemented as follows: 1. Since May 1, 2000, we have purchased in privately negotiated transactions the following units in your partnership:
DATE NUMBER OF UNITS PURCHASED PURCHASE PRICE PER UNIT ---- ------------------------- ----------------------- May 1 330 (1) June 1 133 (2)
- ---------- (1) Purchase prices are as follows: 85 units were purchased for $75.26 per unit; 45 units were purchased as part of a group purchase of 10,700.45 units in various partnerships for an aggregate price of $1,431,361.20; 140 units 3 4 were purchased as part of a group purchase of 1,318 units in various partnerships for an aggregate price of $305,156; and 60 units were purchased as part of a group purchase of 2,485.25 units in various partnerships for an aggregate price of $489,818. (2) Purchase prices are as follows: 103 units were purchased for $75.26 per unit; and 30 units were purchased as part of a group purchase of 883.50 units in various partnerships for an aggregate price of $357,999.76. Since May 1, 2000, there have been no rescinded tenders.
DATE NUMBER OF UNITS SALE PRICE PER UNIT ---- --------------- -------------------- May 1 0 n/a June 1 0 n/a July 1 0 n/a
2. The current executive officers of the general partner of your partnership are the same as the executive officers of AIMCO. 4 5 The letter of transmittal and any other required documents should be sent or delivered by each unitholder or such unitholder's broker, dealer, bank, trust company or other nominee to the Information Agent at one of its addresses set forth below. THE INFORMATION AGENT FOR THE OFFER IS: RIVER OAKS PARTNERSHIP SERVICES, INC. By Mail: By Overnight Courier: By Hand: P.O. Box 2065 111 Commerce Road 111 Commerce Road S. Hackensack, N.J. Carlstadt, N.J. 07072 Carlstadt, N.J. 07072 07606-2065 Attn.: Reorganization Dept. Attn.: Reorganization Dept. For information, please call: TOLL FREE: (888) 349-2005
5 EX-99.(A)(5) 3 d80099kex99-a5.txt LETTER DATED 8/30/2000 TO LIMITED PARTNERS 1 [AIMCO PROPERTIES, L.P. LETTERHEAD] August 30, 2000 Dear Limited Partner: We recently mailed you an offer to purchase your interest in Angeles Income Properties Limited III for $49.31 per unit in cash. As a result of inquiries from your fellow limited partners, we thought it would be useful to you in evaluating whether or not to accept our offer, for us to highlight some of the financial benefits you have gained from your investment from 1983 through June 30, 2000. o Initial purchase price per unit: $500 o DISTRIBUTIONS: $325.96 o Tax benefits: $78.29 o WE ARE NOW OFFERING $49.31 PER UNIT Over the last year the partnership has sold one property it owned and as a result has returned $1,205,000 or $3.84 per unit which is include din the above distribution number. Our offer now gives you the opportunity to quickly and easily sell your investment, take advantage of any suspended tax losses you may have and avoid the cost and hassle of K-1 reporting every year. If you sell to us, this will be the last year you will receive a K-1 for this investment. For your convenience we have enclosed another Letter of Transmittal that you may use to sell your units to us. Also enclosed is a supplement to this offer. Please remember, our offer expires on September 15, 2000. If you have any questions or need any assistance in filling out the letter of Transmittal, please call our information agent, River Oaks Partnership Services, Inc., toll free at (888) 349-2005. Sincerely, AIMCO Properties, LP. EX-99.(A)(6) 4 d80099kex99-a6.txt PRESS RELEASE DATED 9/1/2000 1 CONTACT: River Oaks Partnership Services, Inc. (888) 349-2005 (toll free) FOR IMMEDIATE RELEASE DENVER, COLORADO, September 1, 2000-As previously announced, AIMCO Properties, L.P. is tendering for any and all units of limited partnership interest in the partner ships set forth below, subject to the terms of the respective Offers to Purchase (the "Offers"). AIMCO Properties, L.P. has extended the expiration date of each of the Offers. The expiration date for each of the Offers has been extended to 5:00 p.m., New York time, on Friday, September 15, 2000. The Offers were previously scheduled to expire at 5:00 p.m., on Friday, September 1, 2000. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offer, that as of the close of business on August 31, 2000, the approximate number of units set forth below had been tendered pursuant to each of the Offers.
PURCHASE PRICE NUMBER OF NAME OF PARTNERSHIP PER UNIT UNITS TENDERED ------------------- -------------- -------------- Angeles Income Properties Ltd. III $ 49.31 1,388 Angeles Income Properties Ltd. VI 181.00 6,147 Angeles Partners VII 400.77 400 Century Properties Fund XIV 169.00 657.5 Century Properties Fund XV 153.00 554 Century Properties Fund XVI 46.00 581 Century Properties Fund XIX 289.18 1,138 Consolidated Capital Properties 3 37.08 1,323.5 Consolidated Capital Properties 4 196.74 5,395 Consolidated Capital Properties 6 11.67 1,976 National Property Investors III 374.19 336
For further information, please contact River Oaks Partnership Services, Inc. at (888) 349-2005 (toll free), which is acting as the Information Agent for the Offers. -----END PRIVACY-ENHANCED MESSAGE-----