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) January 26, 1999 Real Estate Associates Limited III - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) California 000-10673 95-3547611 - -------------------------------------------------------------------------------- (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.) 766782.3 ITEM 5. Other Events. Real Estate Associates Limited III, a California limited partnership (the "Registrant"), is filing this Current Report on Form 8-K in connection with the issuance of a press release on January 26, 1999 regarding the completion of the sale of the Registrant's interests in certain real estate properties. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit Description 1 Press Release, dated January 26, 1999. 766782.3 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 ESTATE ASSOCIATES LIMITED III, a California Limited Partnership By: NATIONAL PARTNERSHIP INVESTMENT CORP., a California Corporation, a General Partner By:/s/ Henry C. Casden --------------------------------------- Name: Henry C. Casden Title: Senior Executive Vice President Date: January 26, 1999 766782.3 3 EXHIBIT INDEX Exhibit 1 --------- 766782.3 4 FOR IMMEDIATE RELEASE - --------------------- REAL ESTATE ASSOCIATES LIMITED III ANNOUNCES CLOSING OF SALE OF PROPERTIES Beverly Hills, California - January 26, 1999 - National Partnership Investments Corp., the Managing General Partner of Real Estate Associates Limited III (the "Partnership") announced today that the Partnership has completed the sale of the Partnership's interests in 20 real estate properties. The Managing General Partner anticipates distributing the net proceeds of the sale to Limited Partners on or about March 1, 1999. Contact: Patricia W. Toy National Partnership Investments Corp. 800-666-6274 Ellen A. Gulczynski MacKenzie Partners, Inc. 212-929-5500