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 [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:
Bond Purchase, L.L.C.
104 Armour Road
North Kansas City, Missouri 64116
June 27, 2001
Dear Fellow Limited Partner:
We have received support from unitholders representing more than 50% of the
outstanding units of REAL III. We believe our fellow unitholders have supported
us based on our plan for the future of REAL III. If we are successful in
replacing NAPICO with our affiliate, New G.P., L.L.C., as the new general
partner, and contingent a review of the Partnership's books and records that we
are sill being denied access to, we intend to:
o take immediate, positive steps toward liquidating the Partnership by
obtaining the Limited Partners' consent to amend the Partnership Agreement
to provide that the Partnership be liquidated on or before January 1, 2006
(the Partnership Agreement currently provides that the Partnership does not
have to be liquidated until the year 2032);
o distribute the cash in the Partnership, over $5.5 million held for over two
and a half years by NAPICO; and
o lower management fees by at least 10%.
We have tried to address the concerns of all limited partners in our previous
communications, including;
o discussing our record of success with other languishing partnerships where
we reinstated dividends, reduced management fees and expenses, and
liquidated assets for an after tax profit;
o committing to abiding by the Partnership Agreement which declares that the
tax liability created by any sale of assets shall not exceed the cash
proceeds; and
o pointing out NAPICO's failed management history.
Time is very short as this solicitation draws to a close. As an unvoted
unitholder we are concerned that we may not have addressed your particular
concerns with regard to
REAL III. Please contact our solicitor, N.S. Taylor & Associates, Inc., who is
assisting us with this matter. They can be reached toll free at 1.800.770.8662
Regardless of the number of units you hold, your vote is extremely important.
We ask that you take this opportunity to vote for a change. Similar to many
other tax shelter limited partnerships, REAL III was intended to exist for
approximately 10 years. After 20 years, the time has long passed to begin to
bring closure to this investment. Your support of Bond Purchase by voting FOR on
the enclosed BLUE consent form will be a first step toward achieving this goal.
This letter is being mailed to unvoted unitholders on or about June 27, 2001.
Very Truly Yours,
Bond Purchase, L.L.C.
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| |
| ---- IMPORTANT ---- |
| |
| Please be sure to mark, sign, date and return your BLUE |
| consent form. We urge you not to sign any consent card which |
| is sent to you by Real Estate Associates Limited III. If you |
| execute a white consent card it will invalidate your consent |
| to remove the general partners. |
| |
| WE URGE YOU NOT TO SIGN A WHITE CONSENT CARD. |
| |
| If you have questions or need assistance in voting your |
| units, please contact N.S. Taylor & Associates, Inc. who is |
| assisting us with this matter: |
| |
| N.S. Taylor & Associates, Inc. |
| |
| 1.800.711.8662 |
| |
| Due to the short time for this solicitation you may fax your |
| completed consent TOLL FREE 1.866.470.4300 |
| |
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(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.
THIS CONSENT CARD WILL REVOKE ANY PREVIOUSLY EXECUTED REVOCATION OF CONSENT.
The undersigned has received the Consent Solicitation Statement dated March 13,
2001 as amended June 18, 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