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 Filed by the Registrant |_| 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 [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: Bond Purchase, L.L.C. 104 Armour Road North Kansas City, Missouri 64116 **IMPORTANT REMINDER** May 22, 2001 Dear Fellow Limited Partner: We previously have mailed to you consent materials relating to Real Estate Associates Limited III (the "Partnership") that are scheduled to expire on May 31, 2001. Your vote for this important consent has yet not been received. Although the votes we have received to date have been overwhelmingly in favor of removing NAPICO as the general partner, we still need your support to reach the majority of units needed. As an owner of a large number of units in the Partnership, your vote is critical. We have undertaken this effort to remove NAPICO at our own expense. We believe our vocal, lead role in this effort has resulted in a retaliatory lawsuit meant to discourage us. We, however, remain committed. Through our affiliate, New G.P., L.L.C., we hope to become the new general partner so that we may distribute the remaining cash in the Partnership, lower the management fees and liquidate the Partnership, contingent on a review of the Partnership's book and records. As a direct result of our involvement, NAPICO has miraculously discovered that they are now in a position to distribute approximately $3,000,000 of Partnership funds they have held for over two years. In an effort to minimize costs and to bring further positive change at the Partnership, we ask for your support by signing, dating and returning the enclosed BLUE consent form as soon as possible. We thank you for your support. Very Truly Yours, Bond Purchase, L.L.C. By: /s/ David L. Johnson David L. Johnson, Member This letter is being delivered to the 100 largest limited partner unitholders, who have not responded to our consent solicitation, on or about May 22, 2001. -------------------------------------------- | YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. | -------------------------------------------- (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) [Limited Partner Name, address and units held] ___________________________________Signature/Title ___________________________________Signature/Title __________________________________Telephone Number