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EXHIBIT 99.(a)(3)
KRESCENT PARTNERS L.L.C.
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 21, 1996
$315 PER UNIT OFFER TO PURCHASE
To Unitholders in Xxxxx Realty Fund, Ltd.-III:
KRESCENT PARTNERS L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
(THE "PURCHASER"), IS OFFERING TO PURCHASE UP TO 5,117 OF THE OUTSTANDING UNITS
OF INVESTOR LIMITED PARTNERSHIP INTERESTS (THE "UNITS") IN XXXXX REALTY FUND,
LTD.- III (THE "PARTNERSHIP") FOR A CASH PURCHASE PRICE OF $315 PER UNIT, NET
TO THE SELLER, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE
ATTACHED OFFER TO PURCHASE, DATED NOVEMBER 21, 1996, AND THE RELATED LETTER OF
TRANSMITTAL (WHICH TOGETHER CONSTITUTE THE "OFFER").
Unless extended by the Purchaser, the Offer is effective until
midnight, New York City time, on December 20, 1996. The Offer is not
conditioned upon any minimum number of Units being tendered; however, tenders
of less than all Units owned by a Unitholder that would result in such
Unitholder holding less than 10 Units or tenders of fractional Units will not
be accepted.
The materials included in this package include important
information concerning the Purchaser, the terms and conditions to the Offer,
tax implications and instructions for tendering your Units. It is important
that you take some time to read carefully the enclosed Offer to Purchase, the
Letter of Transmittal and other accompanying materials in order to evaluate the
Offer being made by the Purchaser.
In reviewing the Offer, please note:
o Offer is a Premium to the per Unit Secondary Market Price.
$218.41 per Unit was the weighted average selling price
for Units in the limited secondary market for the six
months ended September 30, 1996. Unitholders are advised,
however, that such amount is not necessarily indicative of
value.
o No Commissions and No Transfer Fees.
The Purchaser will pay any transfer fees charged by the
Partnership in connection with transferring the ownership
of your Units pursuant to the Offer and commissions in
connection with tendering your Units pursuant to the
Offer.
o No More K-1 Reporting Costs if You Sell All of Your Units.
If you sell all of your Units you will avoid the expense,
delay, and complications in filing complex tax returns
which result from an ownership of Units.
You must decide whether to tender your Units based on your own
particular circumstances, including your judgment of the value of your Units
taking into account their upside potential and risks. You should consult with
your advisors about the financial, tax, legal and other implications to you of
accepting the Offer.
If you desire additional information regarding the Offer or need
assistance in tendering your Units, you may call The Xxxxxx Group, Inc., which
is acting as Information Agent/Depositary for the Offer, at (000) 000-0000.
Informed and courteous agents are available to assist you.
KRESCENT PARTNERS L.L.C.
