SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934
(Amendment No. 2)
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
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
[X] Definitive Additional Materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
REAL ESTATE ASSOCIATES LIMITED III
(Name of Registrant as Specified in Its Charter)
BOND PURCHASE, L.L.C.
(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 transactions 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:
AMENDMENT NO. 2 to
SOLICITATION OF CONSENTS of
LIMITED PARTNERS of
REAL ESTATE ASSOCIATES LIMITED III by
BOND PURCHASE, L.L.C.
May 18, 2001
Bond Purchase, L.C.C., a Missouri limited liability company ("Bond
Purchase"), hereby amends its Solicitation of Consents dated March 13, 2001, as
amended on April 30, 2001 (the "Solicitation"), by which Bond Purchase is
seeking the approval by written consent (the "Consents") of the limited partners
(the "Limited Partners"), of Real Estate Associates Limited III, a California
limited partnership (the "Partnership"), to remove the current general partners
and to continue the Partnership and elect New G.P., L.L.C., ("New G.P."), a
Missouri limited liability company, as the new general partner of the
Partnership. New G.P. is an affiliate of Bond Purchase. The election of New G.P.
as a general partner is conditioned upon the approval of the removal of the
current general partners.
Bond Purchase has engaged N.S. Taylor & Associates, Inc. ("N.S. Taylor"), a
proxy solicitator, to assist with the Solicitation process. Bond Purchase
expects N.S. Taylor's total fees to be approximately $20,000.00 plus reasonable
expenses.
Listed below is updated information regarding the litigation between the
current general partners of the Partnership and Bond Purchase.
o On April 23, 2001, NAPICO and the Partnership filed an ex parte application
for a temporary restraining order and preliminary injunction and a
complaint alleging violations of Section 14(a) of the 1934 Securities
Exchange Act that seeks injunctive and declaratory relief against Bond
Purchase, New G.P., David Johnson and Christine Robinson relating to the
proxy solicitation they filed to remove NAPICO as the general partner of
the Partnership and elect New G.P. as the replacement general partner. The
application for a temporary restraining order and preliminary injunction
has been briefed and is pending before the United Sates District Court for
the Central District of California. Bond Purchase, New G.P., David Johnson
and Christine Robinson answered the complaint and denied every allegation.
o On April 24, 2001, Bond Purchase filed a Complaint for violations of
various California statutes, breach of contract, breach of fiduciary duty
and declaratory and injunctive relief against NAPICO, National Partnership
Investments Associates, an affiliate of NAPICO, the Partnership and Real
Estate Associates Limited I, Real Estate Associates Limited II, Real Estate
Associates Limited V and Real Estate Associates Limited VI in the Superior
Court of the State of California for the defendants failure to provide
access to the books and records of the limited partnerships.
The Consents are solicited upon the terms and subject to the conditions of
the original Solicitation of Consents dated March 13, 2001, as amended, and the
accompanying form of Consent. This Amendment No. 2 and the accompanying form of
Consent of Limited Partners are first being mailed to Limited Partners on or
about May 18, 2001.
CONSENTS SHOULD BE DELIVERED TO BOND PURCHASE IN THE ENCLOSED ENVELOPE AND NOT
TO THE PARTNERSHIP.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
THIS SOLICITATION OF CONSENTS EXPIRES NO LATER THAN 11:59 P.M. CENTRAL STANDARD
TIME ON THURSDAY, MAY 31, 2001, UNLESS EXTENDED.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR UNITS, PLEASE
CONTACT N.S TAYLOR & ASSOCIATES, INC. WHO IS ASSISTING US WITH THIS MATTER AT
1-800-711-8662
(Form of Consent)
Real Estate Associates Limited III
a California Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
THIS CONSENT IS SOLICITED ON BEHALF OF BOND PURCHASE, L.L.C.
LIMITED PARTNERS WHO RETURN A SIGNED CONSENT BUT FAIL TO INDICATE THEIR APPROVAL
OR DISAPPROVAL AS TO ANY MATTER WILL BE DEEMED TO HAVE VOTED TO APPROVE SUCH
MATTER. THIS CONSENT IS VALID FROM THE DATE OF ITS EXECUTION UNLESS DULY
REVOKED.
The undersigned has received the Consent Solicitation Statement dated March 13,
2001 as amended April 30, 2001, ("Consent Solicitation Statement") by Bond
Purchase, L.L.C., a Missouri limited liability company ("Bond Purchase."),
seeking the approval by written consent of the following proposals:
(1) the removal of the current general partners, National Partnership
Investments Corp., a California corporation and Coast Housing Investments
Associates, a California limited partnership; and
(2) the continuation of the Partnership and the election of New G.P. as the new
general partner of the Partnership (which is conditioned on the approval of
proposal (1) above).
Each of the undersigned, by signing and returning this Consent, hereby
constitutes and appoints Bond Purchase, acting through its officers and
employees as his or her attorney-in-fact for the purposes of executing any and
all documents and taking any and all actions required under the Partnership
Agreement in connection with this Consent and the Consent Solicitation Statement
or in order to implement an approved proposal; and hereby votes all limited
partnership interests of the Partnership held of record by the undersigned as
follows for the proposals set forth above, subject to the Consent Solicitation
Statement.
Proposal FOR AGAINST ABSTAIN
1. Removal of General Partners [ ] [ ] [ ]
2. Continuation of the Partnership and [ ] [ ] [ ]
election of new general partner, New G.P.
(Please sign exactly as your name appears on the Partnership's records. Joint
owners should each sign. Attorneys-in-fact, executors, administrators, trustees,
guardians, corporation officers or others acting in representative capacity
should indicate the capacity in which they sign and should give FULL title, and
submit appropriate evidence of authority to execute the Consent)
Dated: _______________________, 2001
(Important - please fill in)
__________________________________
Signature
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Signature
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Telephone Number