8-K 1 f8k_june2007-lib3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) June 14, 2007 LIBERTY TAX CREDIT PLUS III L.P. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 0-24656 13-3491408 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification) 625 Madison Avenue New York, New York 10022 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 317-5700 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| 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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. Liberty Tax Credit Plus III L.P. (the "Registrant") received notice on June 14, 2007 from its independent accountants, Trien Rosenberg Rosenberg Rosenberg Weinberg Ciullo and Fazzari, LLP ("Trien"), that the financial statements of Citrus Meadows Apartments, Ltd., a subsidiary of the Registrant (the "Subsidiary Partnership"), had been retrospectively restated to reflect a correction of an error relating to the terms of a land loan promissory note. As a result of such restatement, Trien advised that its previously issued audit reports dated June 22, 2006 and June 15, 2005 on the Registrant's underlying financial statements for the fiscal years ended March 31, 2006 and March 31, 2005 could no longer be relied upon. After discussing with Trien the issues raised by the error reported by the Subsidiary Partnership, Registrant's management will reflect the corrected Subsidiary Partnership financial statements in its Form 10-K for the fiscal year ended March 31, 2007, which will be filed with the Securities Exchange Commission shortly, by restating the comparative financial statements for the fiscal years ended March 31, 2006 and March 31, 2005. The effects of the prior period adjustment resulted in the following changes:

~~UNITED~~2006 ~~STATES~~2005 ------------------------------ ------------------------------ As previously As previously Reported As Restated Reported As Restated ------------- ------------- ------------- ------------- Balance Sheet including discontinued: Accrued interest payable $ 17,923,357 $ 16,993,251 $ 17,806,060 $ 16,935,954 Deficit (103,076,585) (102,146,479) (96,403,274) (95,533,168) Statement of Operations including discontinued: Interest $ 12,170,006 $ 12,110,006 $ 13,126,347 $ 13,066,347 Net loss 6,713,311 6,653,311 12,939,404 12,879,404 Net loss per BAC $ 47.78 $ 47.35 $ 92.09 $ 91.66

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements Not applicable (b) Pro Forma Financial Information Not applicable (c) Exhibits Not applicable Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIBERTY TAX CREDIT PLUS III L.P. (Registrant) By: RELATED CREDIT PROPERTIES III L.P., a General Partner By: Related Credit Properties III Inc., its general partner Date: June 26, 2007 ------------- By: /s/ Glenn F. Hopps ------------------ Glenn F. Hopps Treasurer By: LIBERTY GP III INC., a General Partner Date: June 26, 2007 ------------- By: /s/ Glenn F. Hopps ----------------- Glenn F. Hopps Treasurer

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 11, 2007

LIBERTY TAX CREDIT PLUS III L.P.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-24656 13-3491408

(Commission File Number) (IRS Employer Identification No.)

625 Madison Avenue

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

(212) 317-5700

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 11, 2007, Liberty Tax Credit Plus III L.P. ("Liberty") responded to an unsolicited tender offer by Peachtree Partners, Ira Gaines and Barry Zemel (collectively, the "Offerors") to purchase up to 4.9% of the 139,101 outstanding limited partnership units of Liberty at a price of $40.75 per unit, less certain reductions to that purchase price (including an "administrative fee" of $150 per selling investor) as described in the Offerors' written tender offer materials dated June 5, 2007. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

This Current Report on Form 8-K and the press release attached as an exhibit hereto contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and also include a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(d)	Exhibits
	99.1		Press release, dated June 11, 2007.

SIGNATURES

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.

LIBERTY TAX CREDIT PLUS III L.P.

By: RELATED CREDIT PROPERTIES III L.P.,

a General Partner

By: Related Credit Properties III Inc.,

its General Partner

Date: June 11, 2007 By: /s/ Robert L. Levy

Robert L. Levy

Chief Financial Officer

By: LIBERTY GP III INC.,

a General Partner

Date: June 11, 2007 By: /s/ Robert L. Levy

Robert L. Levy

Chief Financial Officer

Exhibit Index

99.1 Press release, dated June 11, 2007

Filing Compare · LIBERTY TAX CREDIT PLUS III LP