SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934
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(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)
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Bond Purchase, L.L.C.
104 Armour Road
North Kansas City, Missouri 64116
November 27, 2001
NAPICO's $3 Million Distribution
Dear Fellow Limited Partner:
NAPICO stated in a June 20, 2001, Securities and Exchange Commission filing
it mailed to you that it "...determined to distribute to the limited partners up
to $3 million of your Partnership's cash reserves by year end...." This
commitment was repeated under the heading of "Is it Necessary to Maintain a Cash
Reserve?" in a July 26, 2001, SEC filing that was also mailed to you. NAPICO
filed with the SEC two additional communications that it sent to the limited
partners since July; one on August 22 and another on October 29. Conspicuously
absent from both letters is NAPICO's commitment to disburse the cash.
Was NAPICO hoping that this solicitation would be over and that its
commitment would be forgotten? We expect NAPICO to live up to its promise to you
and disburse the 3 million dollars by year's end -- 3 million dollars you
already have paid taxes on.
We wanted to share with you comments we have received from fellow limited
partners. The following hand written, unsolicited comments have reinforced our
belief that NAPICO's management has been a disaster and that all limited
partners have suffered too long.
o Please throw out Casden and Boxenbaum et al.
o Sell everything now and give us our money!
o I want this Partnership to be sold and assets paid to the
partners - the sooner the better.
o ...liquidate A.S.A.P.
o We would prefer to close out the Partnership. It just keeps
costing us money -- with no return. [We believe this limited
partner is referring to the additional expense incurred when
preparing K1 tax information.]
o 20 years is long enough.
o 20 years is too long to be left holding the bag.
We could not have said it better ourselves -- 20 years is TOO long!
In addition to the comments above, many limited partners told us they are
disgusted and have long since written off this "investment" as essentially a
total loss. Consequently, there are numerous limited partners who have not yet
decided to take any action. We urge
those limited partners to consider the cash currently being held by NAPICO, the
value remaining in the local limited partnerships owned by the Partnership and
the intrinsic value of the management contract. If you have not acted to replace
NAPICO because you are hoping this entire sad episode simply will go away, we
ask that you consider Bond Purchase's history of maximizing investor value, our
plan to maximize the value of the remaining REAL III assets and our commitment
to execute our plan for the benefit of all limited partners in a prudent and
timely manner. As the Partnership's largest holder, we are not interested in
continuing to allow the Partnership to languish as it has for the last 20 years.
We are extending this solicitation until January 15, 2002, to keep the
pressure on NAPICO to distribute the $3 million and to give all limited partners
the opportunity to review our materials and our plan to maximize the value
remaining in REAL III. We welcome your questions regarding our plan to:
o distribute the approximately 5.6 million tax paid dollars hoarded
by NAPICO for over 3 years not just the 3 million dollars it
claims it will distribute by year end:
o liquidate the partnership through third-party bidding to maximize
the remaining value in the Partnership;
o reduce the management fee by 10%; and
o if we are successful in replacing NAPICO as the general partner,
we plan to re-solicit the limited partners to amend the
Partnership Agreement to call for the Partnership to end on or
before December 31, 2004 (the Partnership currently stipulates a
termination date of 2032).
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 27,
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 November 20, 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