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
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|_| 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:
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(3) Filing party:
(4) Date filed:
Bond Purchase, L.L.C.
104 Armour Road
North Kansas City, Missouri 64116
November 2, 2001
-- URGENT --
-- Time is Short --
Dear Fellow Limited Partner:
Bond Purchase will end its consent solicitation on November 15, 2001.
Regardless of the number of units you own it is imperative that you cast your
vote to remove NAPICO as the general partner on or before November 15, 2001.
WHERE HAS ALL THE MONEY GONE?
After almost 20 years of NAPICO management, if you can call that
management, NAPICO claims success by virtue of essentially breaking even with
tax write-offs. We call that a disaster. While holding approximately $5.6
million of your money for over 3 years, NAPICO claimed in a June 20, 2001
communication to you that it would distribute "...up to $3 million of your
Partnership's cash reserves by year end..." It is now November 2, 2001 and there
has been no further news of a distribution.
-- TAXES --
NAPICO claims it has been holding on to your cash for over 3 years because
of an undefined, unexplained tax liability. You, the limited partner, have
already paid taxes on the 5.6 million dollars. In addition, the issue of a
future tax liability (recapture) is misleading because the Partnership Agreement
clearly states that no assets can be sold unless the sale covers the tax
liability.
After spending hundreds of thousands of dollars of our own money we now
have the books and records of the Partnership. We know what NAPICO has been
doing with your cash. We urge you to ask them to tell you. And ask them to show
you the books to prove it!
-- BOOKS AND RECORDS --
We stand by our previous statements that (i) there are numerous
questionable transactions contained in the Partnership documents we reviewed and
(ii) NAPICO used every tactic in the book to prevent us from disseminating our
findings to you. Based on our experience with NAPICO, it would seem that even
though every limited partner is entitled to have access to the Partnership's
book and records, as a limited partner in a NAPICO managed partnership, you must
sue to exercise your rights. -- NAPICO'S TIRED OLD REFRAIN --
With its numerous repetitions of "Who is Bond Purchase?" and an out of
context quote from a Missouri circuit court decision, NAPICO conveniently fails
to tell you the facts about the Missouri lawsuit. After that lawsuit was
resolved and Bond Purchase replaced the management at Nooney Realty Trust (now
Maxus Realty Trust), Bond Purchase:
o reinstated a dividend that had been suspended for two years;
o increased the dividend after one year of management; and
o sold a major asset owned by Nooney Realty Trust to a third party for
50% more than a Nooney affiliate was planning to pay before Bond
Purchase took over Nooney.
The above item represents a very similar situation to when NAPICO sold a
REAL III asset to a NAPICO affiliate in 1998 without third party biddings. That
asset sale in conjunction with other REAL partnership asset sales is the basis
of a class action lawsuit against NAPICO initiated by four of your fellow
limited partners unaffiliated with Bond Purchase. Ask NAPICO if Partnership
assets, your assets, are being used by NAPICO to defend itself against its own
limited partners in that lawsuit. And ask them to show you the books to prove
it!
------------------------------
We will end this solicitation on November 15, 2001. If you have not taken
the opportunity to vote on your BLUE consent form, please do so now. We have
received the support of over 50% of the limited partnership units. However, we
have no way of knowing if you inadvertently executed a white consent revocation
card and returned it to NAPICO thereby negating your vote for Bond Purchase. You
have every right to change your vote and only your latest dated, properly
executed consent form will be voted. If you have not voted or are unsure if you
have returned a revocation, please take this opportunity to mark, sign, date and
return the enclosed BLUE consent form in the postage paid envelope provided or
for your convenience you may fax your vote toll free 1.866.470.4300.
If you have any questions or need assistance with voting your units, please
contact N.S. Taylor & Associates, Inc. who is assisting us with this matter.
They can be reached toll free at 1.800.711.8662.
This letter is being mailed to limited partners on or about November 2,
2001.
Thank you for your continued support.
Very Truly Yours,
Bond Purchase, L.L.C.
(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 September 25, 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 / Title
__________________________________
Signature / Title
__________________________________
Telephone Number