SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended SEPTEMBER 30, 2001
Commission File Number 0-10673
REAL ESTATE ASSOCIATES LIMITED III
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3547611
9090 WILSHIRE BLVD., SUITE 201
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2001
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, September 30, 2001 and December 31, 2000............1
Statements of Operations, Nine and Three Months Ended
September 30, 2001 and 2000 ...................................2
Statement of Partners' Equity (Deficiency), Nine Months
Ended September 30, 2001 ......................................3
Statements of Cash Flows,
Nine Months Ended September 30, 2001 and 2000 .................4
Notes to Financial Statements .......................................5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .........................................11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ..................................................13
Item 6. Exhibits and Reports on Form 8-K ...................................14
Signatures .................................................................15
REAL ESTATE ASSOCIATES LIMITED III
(a California limited partnership)
BALANCE SHEETS
SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
ASSETS
2001
(Unaudited) 2000
----------- -----------
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 1,191,032 $ 1,069,713
CASH AND CASH EQUIVALENTS 5,299,296 5,655,763
----------- -----------
TOTAL ASSETS $ 6,490,328 $ 6,725,476
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable $ 70,084 $ 15,294
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (134,774) (131,875)
Limited partners 6,555,018 6,842,057
----------- -----------
6,420,244 6,710,182
----------- -----------
TOTAL LIABILITIES AND PARTNERS'
EQUITY $ 6,490,328 $ 6,725,476
=========== ===========
The accompanying notes are integral part of these financial statements.
1
REAL ESTATE ASSOCIATES LIMITED III
(a California limited partnership)
STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Unaudited)
Nine months Three months Nine months Three months
ended ended ended ended
Sept 30, 2001 Sept 30, 2001 Sept 30, 2000 Sept 30, 2000
------------- ------------- ------------- -------------
INTEREST AND OTHER INCOME $ 169,600 $ 50,750 $ 227,263 $ 83,305
--------- --------- --------- ---------
OPERATING EXPENSES:
Legal and accounting 392,819 175,206 78,874 11,458
Management fees - general partner (Note 3) 96,967 32,322 96,969 32,323
Administrative (Note 3) 154,223 114,635 54,821 17,821
--------- --------- --------- ---------
Total operating expenses 644,009 322,163 230,664 61,602
--------- --------- --------- ---------
LOSS FROM OPERATIONS (474,409) (271,413) (3,401) 21,703
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 21,925 -- 34,619 --
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTI-
ZATION OF ACQUISITION
COSTS (Note 2) 162,546 53,071 142,800 48,800
--------- --------- --------- ---------
NET INCOME (LOSS) $(289,938) $(218,342) $ 174,018 $ 70,503
========= ========= ========= =========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP INTEREST (Note 1) $ (25) $ (19) $ 15 $ 6
========= ========= ========= =========
The accompanying notes are integral part of these financial statements.
2
REAL ESTATE ASSOCIATES LIMITED III
(a California limited partnership)
STATEMENT OF PARTNERS' EQUITY (DEFICIENCY)
NINE MONTHS ENDED SEPTEMBER 30, 2001
(Unaudited)
General Limited
Partners Partners Total
----------- ----------- -----------
PARTNERSHIP INTERESTS 11,456
===========
EQUITY (DEFICIENCY),
January 1, 2001 $ (131,875) $ 6,842,057 $ 6,710,182
Net loss for the nine months
ended September 30, 2001 (2,899) (287,039) (289,938)
----------- ----------- -----------
EQUITY (DEFICIENCY),
September 30, 2001 $ (134,774) $ 6,555,018 $ 6,420,244
=========== =========== ===========
The accompanying notes are integral part of these financial statements.
3
REAL ESTATE ASSOCIATES LIMITED III
(a California limited partnership)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Unaudited)
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (289,938) $ 174,018
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Equity in income of limited partnerships and
amortization of acquisition costs (162,546) (142,800)
Decrease in due from affiliates -- 2,144
Increase in interest and other payables 54,790 4,341
----------- -----------
Net cash (used in) provided by operating activities (397,694) 37,703
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnership
recognized as return of capital 41,227 --
----------- -----------
Net cash provided by investing activities 41,227 --
----------- -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (356,467) 37,703
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,655,763 5,571,366
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,299,296 $ 5,609,069
=========== ===========
The accompanying notes are integral part of these financial statements.
4
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual
audited financial statements; accordingly, the financial statements
included herein should be reviewed in conjunction with the financial
statements and related notes thereto contained in the Real Estate
Associates Limited III (the "Partnership") annual report for the year
ended December 31, 2000. Accounting measurements at interim dates
inherently involve greater reliance on estimates than at year end. The
results of operations for the interim periods presented are not
necessarily indicative of the results for the entire year.
In the opinion of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal
recurring accruals) necessary to present fairly the financial position
as of September 30, 2001 and the results of operations and changes in
cash flows for the six and three months then ended.
The general partners have a 1 percent interest in profits and losses of
the Partnership. The limited partners have the remaining 99 percent
interest which is allocated in proportion to their respective individual
investments. National Partnership Investments Corp. (NAPICO) is the
managing general partner of the Partnership. Casden Properties Inc. owns
a 95.25% economic interest in NAPICO, with the balance owned by Casden
Investment Corporation ("CIC"). CIC, which is wholly owned by Alan I.
Casden, owns 95% of the voting common stock of NAPICO.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 was effective immediately and SFAS 142
will be effective January 2002. The new standards are not expected to
have a significant impact on the Partnership's financial statements.
5
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2001
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investment in limited partnerships is accounted for on the equity
method. Acquisition, selection and other costs related to the
acquisition of the projects are capitalized as part of the investment
account, and are being amortized on a straight line basis over the
estimated lives of the underlying assets, which is generally 30 years.
NET INCOME (LOSS) PER LIMITED PARTNERSHIP INTEREST
Net income (loss) per limited partnership interest was computed by
dividing the limited partners' share of net income (loss) by the number
of limited partnership interests outstanding during the period. The
number of limited partnership interests was 11,456 for the periods
presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of
deposit with an original maturity of three months or less. The
Partnership has its cash and cash equivalents on deposit with high
credit quality institutions. Such cash and cash equivalents are in
excess of the FDIC insurance limit.
INCOME TAXES
No provision has been made for income taxes in the accompanying
financial statements since such taxes, if any, are the liability of the
individual partners.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been
any permanent impairment whenever events or changes in circumstances
indicate that the carrying amount of
6
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2001
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the asset may not be recoverable. If the sum of the expected future cash
flows is less than the carrying amount of the assets, the Partnership
recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 12 limited
partnerships, located in 7 different states. The limited partnerships as
of September 30, 2001 own residential low income rental projects
consisting of 1,181 apartment units. The mortgage loans of these
projects are payable to or insured by various governmental agencies.
The Partnership, as a limited partner, is entitled to between 94.9
percent and 99 percent of the profits and losses of the limited
partnerships. The Partnership is also entitled to 99.9 percent of the
profits and losses of REA. REA holds a 99 percent interest in the
limited partnership in which it has invested.
Equity in losses of limited partnerships is recognized in the financial
statements until the limited partnership investment account is reduced
to a zero balance. Losses incurred after the limited partnership
investment account is reduced to zero are not recognized. The cumulative
amount of the unrecognized equity in losses of certain limited
partnerships was in the aggregate approximately $18,000,000 and
$17,460,000 as of September 30, 2001 and December 31, 2000,
respectively.
Distributions from limited partnerships are recognized as a reduction of
capital until the investment balance has been reduced to zero.
Subsequent distributions received are recognized as income.
The following is a summary of the investment in limited partnerships for
the nine months ended September 30, 2001:
Balance, beginning of period $ 1,069,713
Cash distribution recognized as a return of capital (41,227)
Equity in income of limited partnerships 162,546
-----------
Balance, end of period $ 1,191,032
===========
7
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2001
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The following are unaudited combined estimated statements of operations
for the nine and three months ended September 30, 2001 and 2000 for the
limited partnerships in which the Partnership has investments:
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 2001 Sept. 30, 2001 Sept. 30, 2000 Sept. 30, 2000
-------------- -------------- -------------- --------------
REVENUES
Rental and other $4,938,000 $ 1,646,000 $ 4,894,000 $ 1,631,000
----------- ----------- ----------- -----------
EXPENSES
Depreciation 960,000 320,000 948,000 316,000
Interest 1,350,000 450,000 1,340,000 447,000
Operating 3,009,000 1,003,000 2,838,000 946,000
----------- ----------- ----------- -----------
5,319,000 1,773,000 5,126,000 1,709,000
----------- ----------- ----------- -----------
Net loss $ (381,000) $ (127,000) $ (232,000) $ (78,000)
=========== =========== =========== ===========
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under
such new law and policy, the amount of rental assistance payments under
renewed HAP Contracts will be based on market rentals instead of above
market rentals, which may be the case under existing HAP Contracts. The
payments under the renewed HAP Contracts may not be in an amount that
would provide sufficient cash flow to permit owners of properties
subject to HAP Contracts to meet the debt service requirements of
existing loans insured by the Federal Housing Administration of HUD
("FHA") unless such mortgage loans are restructured. In order to address
the reduction in payments under HAP Contracts as a result of this new
policy, the Multi-family Assisted Housing Reform and Affordability Act
of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to the Section 8 program. Under MAHRAA, an
FHA-insured mortgage loan can be restructured into a first mortgage loan
which will be amortized on a current basis and a low interest second
mortgage loan payable to FHA which will only be payable on maturity of
the first mortgage loan. This restructuring results in a reduction in
annual debt service payable by the owner of the FHA-insured mortgage
loan
8
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2001
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
and is expected to result in an insurance payment from FHA to the holder
of the FHA-insured loan due to the reduction in the principal amount.
MAHRAA also phases out project-based subsidies on selected properties
serving families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness
under MAHRAA. In addition, the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
On December 30, 1998, after obtaining the consents of the limited
partners, the Partnership sold its limited partnership interests in 20
local limited partnerships to subsidiaries of Casden Properties Inc. The
sale resulted in cash proceeds to the Partnership of $1,950,000 which
was collected in 1999. In March 1999, the Partnership made cash
distributions of $6,881,025 to the limited partners and $69,505 to the
general partners, which included using proceeds from the sale of the
partnership interests.
NOTE 3 - MANAGEMENT FEE AND EXPENSES DUE TO GENERAL PARTNER
Under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to NAPICO for an annual
management fee approximately equal to .4 percent of the invested assets.
Invested assets are defined as the costs of acquiring project interests,
including the proportionate amount of the mortgage loans related to the
Partnership's interests in the capital accounts of the respective
partnership. The management fee incurred for the nine months ended
September 30, 2001 and 2000 was approximately $97,000.
The Partnership reimburses NAPICO for certain expenses. The expense
incurred to NAPICO was approximately $11,000 and $8,600 for the nine
months ended September 30, 2001 and 2000, respectively, and is included
in administrative expenses.
NOTE 4 - CONTINGENCIES
In April 2001, a lawsuit was filed against the Partnership by a limited
partner. The lawsuit seeks equitable relief for access to the
Partnership's books and records and unspecified damages for breach of
fiduciary duty. The Partnership has provided the plaintiff access to the
requested books and records and the matter is schedule for trial on May
15, 2002.
In March, 2001, a limited partner of the Partnership commenced a proxy
solicitation of the limited partners of the Partnership to, among other
things, remove the Partnership's current
9
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2001
NOTE 4 - CONTINGENCIES (CONTINUED)
general partners and elect in place thereof a newly formed entity. The
solicitation period for the proxy has been extended to November 15,
2001. The managing general partner does not believe that sufficient
affirmative responses will be received to, among other things, remove it
and its affiliate as the general partners of the Partnership. The
Partnership and the managing general partner are actively pursuing their
rights and remedies under a lawsuit filed against the limited partner
and others, alleging the defendants violated the federal securities laws
in connection with their proxy solicitation and seeking to enjoin the
solicitation.
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in the Partnership and two investors
holding an aggregate of five units of limited partnership interest in
Real Estate Associates Limited VI (another affiliated partnership in
which NAPICO is the managing general partner) commenced an action in the
United States District Court for the Central District of California
against the Partnership, NAPICO and certain other affiliated entities.
The complaint alleges that the defendants breached their fiduciary duty
to the limited partners of certain NAPICO managed partnerships and made
materially false and misleading statements in the consent solicitation
statements sent to the limited partners of such partnerships relating to
approval of the transfer of partnership interests in limited
partnerships, owning certain of the properties, to Casden Properties
Inc., which was organized by an affiliate of NAPICO. The plaintiffs seek
equitable relief, as well as compensatory damages and litigation related
costs. On August 4, 1999, one investor holding one unit of limited
partnership interest in Housing Programs Limited (another affiliated
partnership in which NAPICO is the managing general partner) commenced a
virtually identical action in the United States District Court for the
Central District of California against the Partnership, NAPICO and
certain other affiliated entities. The second action has been subsumed
in the first action, which has been certified as a class action. NAPICO,
the managing general partner of such partnerships, and the other
defendants believe that the plaintiffs' claims are without merit and are
contesting the actions vigorously.
The corporate general partner of the Partnership is involved in various
lawsuits arising from transactions in the ordinary course of business.
In the opinion of management and the corporate general partner, the
above claims will not result in any material liability to the
Partnership.
NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about
Fair Value of Financial Instruments" requires disclosure of fair value
information about financial instruments. The carrying amounts of assets
and liabilities reported on the balance sheets that require such
disclosure approximate fair value due to their short-term maturity.
10
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 2001
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income
earned from investing available cash and distributions from limited
partnerships in which the Partnership has invested. It is not expected
that any of the local limited partnerships in which the Partnership has
invested will generate cash flow sufficient to provide for distributions
to limited partners in any material amount. The Partnership made a
distribution to investors in September 30, 2001, previously using
proceeds from the disposition of its investments in certain limited
partnerships.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not
required for investment in local partnerships.
Operating expenses consist primarily of recurring general and
administrative expenses and professional fees for services rendered to
the Partnership. In addition, an annual Partnership management fee in an
amount equal to .4 percent of investment assets is payable to the
managing general partner.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment
balance by its proportionate share of the income or loss of the local
limited partnerships. Losses incurred after the limited partnership
investment account is reduced to zero are not recognized in accordance
with the equity accounting method.
Distributions received from limited partnerships are recognized as
return of capital until the investment balance has been reduced to zero
or to a negative amount equal to future capital contributions required.
Subsequent distributions received are recognized as income. Overall
distributions from limited partnerships continue to be favorable. This
primarily is due, to improved operating results at several of the
properties.
Except for certificates of deposit and money market funds, the
Partnership's investments are entirely interests in other limited
partnerships owning government assisted projects. Funds temporarily not
required for such investments in projects are invested in certificate of
deposit and money market funds which provide substantial amounts of
interest as reflected in the statement of operations. These investments
are converted to cash to meet obligations as they arise. The Partnership
intends to continue investing available funds in this manner.
11
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 2001
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under
such new law and policy, the amount of rental assistance payments under
renewed HAP Contracts will be based on market rentals instead of above
market rentals, which may be the case under existing HAP Contracts. The
payments under the renewed HAP Contracts may not be in an amount that
would provide sufficient cash flow to permit owners of properties
subject to HAP Contracts to meet the debt service requirements of
existing loans insured by the Federal Housing Administration of HUD
("FHA") unless such mortgage loans are restructured. In order to address
the reduction in payments under HAP Contracts as a result of this new
policy, the Multi-family Assisted Housing Reform and Affordability Act
of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to the Section 8 program. Under MAHRAA, an
FHA-insured mortgage loan can be restructured into a first mortgage loan
which will be amortized on a current basis and a low interest second
mortgage loan payable to FHA which will only be payable on maturity of
the first mortgage loan. This restructuring results in a reduction in
annual debt service payable by the owner of the FHA-insured mortgage
loan and is expected to result in an insurance payment from FHA to the
holder of the FHA-insured loan due to the reduction in the principal
amount. MAHRAA also phases out project-based subsidies on selected
properties serving families not located in rental markets with limited
supply, converting such subsidies to a tenant-based subsidy.
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness
under MAHRAA. In addition, the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
On December 30, 1998, after obtaining the consents of the limited
partners, the Partnership sold its limited partnership interests in 20
local limited partnerships to subsidiaries of Casden Properties Inc. The
sale resulted in cash proceeds to the Partnership of $1,950,530 which
was collected in 1999. In March 1999, the Partnership made cash
distributions of $6,881,025 to the limited partners and $69,505 to the
general partners, which included using proceeds from the sale of the
partnership interests.
12
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 2001
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In April 2001, a lawsuit was filed against the Partnership by a limited
partner. The lawsuit seeks equitable relief for access to the
Partnership's books and records and unspecified damages for breach of
fiduciary duty. The Partnership has provided the plaintiff access to the
requested books and records and the matter is schedule for trial on May
15, 2002.
In March, 2001, a limited partner of the Partnership commenced a proxy
solicitation of the limited partners of the Partnership to, among other
things, remove the Partnership's current general partners and elect in
place thereof a newly formed entity. The solicitation period for the
proxy has been extended to November 15, 2001. The managing general
partner does not believe that sufficient affirmative responses will be
received to, among other things, remove it and its affiliate as the
general partners of the Partnership. The Partnership and the managing
general partner are actively pursuing their rights and remedies under a
lawsuit filed against the limited partner and others, alleging the
defendants violated the federal securities laws in connection with their
proxy solicitation and seeking to enjoin the solicitation.
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in the Partnership and two investors
holding an aggregate of five units of limited partnership interest in
Real Estate Associates Limited VI (another affiliated partnership in
which NAPICO is the managing general partner) commenced an action in the
United States District Court for the Central District of California
against the Partnership, NAPICO and certain other affiliated entities.
The complaint alleges that the defendants breached their fiduciary duty
to the limited partners of certain NAPICO managed partnerships and made
materially false and misleading statements in the consent solicitation
statements sent to the limited partners of such partnerships relating to
approval of the transfer of partnership interests in limited
partnerships, owning certain of the properties, to Casden Properties
Inc., which was organized by an affiliate of NAPICO. The plaintiffs seek
equitable relief, as well as compensatory damages and litigation related
costs. On August 4, 1999, one investor holding one unit of limited
partnership interest in Housing Programs Limited (another affiliated
partnership in which NAPICO is the managing general partner) commenced a
virtually identical action in the United States District Court for the
Central District of California against the Partnership, NAPICO and
certain other affiliated entities. The second action has been subsumed
in the first action, which has been certified as a class action. NAPICO,
the managing general partner of such partnerships, and the other
defendants believe that the plaintiffs' claims are without merit and are
contesting the actions vigorously.
The managing general partner is involved in various lawsuits. None of
these are related to REAL III.
13
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 2001
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of Item 6 of
regulation S-K and no reports on Form 8-K were filed during the
quarter ended September 30, 2001.
14
REAL ESTATE ASSOCIATES LIMITED III
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REAL ESTATE ASSOCIATES LIMITED III
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
/s/ BRUCE NELSON
--------------------------------------
Bruce Nelson
President
Date: November 13, 2001
--------------------------------
/s/ BRIAN H. SHUMAN
--------------------------------------
Brian H. Shuman
Chief Financial Officer
Date: November 13, 2001
--------------------------------
15