SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 ............................Real-Equity Partners............................... (Name of registrant as specified in its charter) ............................................................................... (Name of person(s) filing proxy statement if other than the registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ................................................................... 2) Aggregate number of securities to which transaction applies: ................................................................... 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ................................................................... 4) Proposed maximum aggregate value of transaction: ................................................................... 5) Total fee paid: ................................................................... [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11-(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ------------------------------------------------- 2) Form, Schedule or Registration Statement No: ---------------------------- 3) Filing Party: ----------------------------------------------------------- 4) Date Filed: ------------------------------------------------------------- REAL-EQUITY PARTNERS 9090 Wilshire Boulevard Beverly Hills, California 90211 January 13, 1999 IMPORTANT REMINDER DEAR UNITHOLDER: Your vote has not yet been received in the consent solicitation regarding the sale of the five real estate properties owned by REAL-Equity Partners to JH Real Estate Partners, Inc. and American Apartment Communities III, L.P. Your vote is important. If you have not already done so, we urge you to sign and date the enclosed consent card and return it today. You may mail your consent in the enclosed postage paid envelope or fax your vote back to the partnership's transfer agent and tabulator, Gemisys, at (303) 705-6171. Several points to bear in mind when reviewing the consent materials: o As detailed in the Consent Solicitation Statement previously sent to you, the Sale is expected to result in a $557 cash distribution to the Limited Partners. If a Limited Partner has not used any of the passive activity losses allocated to such Limited Partner, such Limited Partner is expected to realize a net distribution of $520 per unit in excess of any federal and state taxes, subject to certain assumptions. If a Limited Partner has no suspended losses to carry forward, such Limited Partner is expected to realize a net distribution $388 per Unit. The Limited Partners are encouraged to discuss the consequences of consenting to the Sale with their own tax advisors. o Robert A. Stanger & Co., Inc. an independent, nationally recognized real estate investment banking firm, has concluded, subject to the assumptions, qualifications and limitations contained in its opinion and detailed in the Consent Solicitation Statement, that the Purchase Price is fair from a financial point of view to the Limited Partners. o The Managing General Partner believes that the Purchase Price for the Properties is fair to the Limited Partners and, based on its experience in the real estate industry, believes that it represents a higher price than the Partnership would be likely to receive in the current real estate market. Complete information regarding the sale of the Properties is contained in the Consent Solicitation Statement previously sent to you. If you need another copy of the Consent Solicitation Statement or have any questions, please contact MacKenzie Partners, Inc., which is assisting us with the solicitation of consents, at (800) 322-2885 toll-free or (212) 929-5500 collect. Very truly yours, National Partnership Investments Corp.