SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REAL-Equity Partners (Exact name of registrant as specified in its charter) California 95-3784125 (State of incorporation or organization (I.R.S. Employer Identification No.) 9090 Wilshire Boulevard Beverly Hills, California 90211 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None N/A ---- --- If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |_| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_| Securities Act registration statement file number to which form relates: N/A Securities to be registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- Reference is made to the Registrant's final prospectus, dated September 27, 1983, and the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, both of which have been previously filed with the Commission and are hereby incorporated herein by reference. Item 2. Exhibits. --------- The following exhibits are filed as part of this registration statement. 1. Registrant's Amended and Restated Agreement of Limited Partnership, which is Exhibit A to the Registrant's Final Prospectus dated September 27, 1983 (Commission File No. 2-82765) is hereby incorporated herein by reference as Exhibit 1 to this Form 8-A. 2. Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (Commission File No. 2-82765) is hereby incorporated by reference as Exhibit 2 to this Form 8-A. 3. Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (Commission File No. 2-82765) is hereby incorporated herein by reference as Exhibit 3 to this Form 8-A. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. (Registrant) REAL-Equity Partners Date: August 21, 1998 By: National Partnership Investments Corp., the Managing General Partner By: /s/ Henry C. Casden -------------------------- Name: Henry C. Casden Title: President