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) September 25, 1998 ------------------ REAL-Equity Partners -------------------- (Exact Name of Registrant as Specified in its Charter) California 000-29766 95-3881219 - -------------------------------------------------------------------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification incorporation) No.) 9090 Wilshire Boulevard, Beverly Hills, California 90211 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code (310) 278-2191 -------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, If Changed Since Last Report.) 764135.1 1 ITEM 5. Other Events. Real-Equity Partners, a California limited partnership (the "Registrant"), is filing this Current Report on Form 8-K in connection with its press release dated October 8, 1998 announcing that it had entered into a purchase and sale agreement with JH Real Estate Partners, Inc., a California corporation, and American Apartment Communities III, L.P., a Delaware limited partnership (the "Buyer"). The agreement relates to the proposed sale of the Registrant's real estate assets to the Buyer for $31,900,000 in cash subject to the assumption of certain mortgage indebtedness. The Registrant owns four residential apartment buildings in California and one in Nevada. An offer to purchase the real estate assets of the Registrant made by affiliates of the managing general partner of the Registrant has been withdrawn. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. Exhibit Description - ------- ----------- 1 Press Release, dated October 8, 1998. 764135.1 2 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. REAL-Equity Partners, A California Limited Partnership By: NATIONAL PARTNERSHIP INVESTMENTS CORP., a General Partner By: /s/ Henry C. Casden ------------------------------------------------- Name: Henry C. Casden Title: Senior Executive Vice President Date: October 8, 1998 764135.1 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 1 Press Release, dated October 8 , 1998. 764135.1 4 Exhibit 1 --------- FOR IMMEDIATE RELEASE - --------------------- Beverly Hills, California, October 8, 1998: Real-Equity Partners, a California limited partnership (the "Partnership") announced today that it had entered into a purchase and sale agreement with JH Real Estate Partners, Inc., a California corporation, and American Apartment Communities III, L.P., a Delaware limited partnership (the "Buyer"). The agreement relates to the proposed sale of the Partnership's real estate assets to the Buyer for $31,900,000 in cash subject to the assumption of certain mortgage indebtedness. The Partnership owns four residential apartment buildings in California and one in Nevada. An offer to purchase the real estate assets of the Partnership made by affiliates of the managing general partner of the Partnership has been withdrawn. For more information please contact Patricia W. Toy of Investor Services at 800-666-6274. 764135.1