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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
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 Section 240.14a-11(c) or Section 240.14a-12
REAL ESTATE ASSOCIATES LIMITED III
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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REAL ESTATE ASSOCIATES LIMITED III
9090 WILSHIRE BOULEVARD
BEVERLY HILLS, CALIFORNIA 90211
WARNING
June 20, 2001
Dear Limited Partners:
Bond Purchase, L.L.C. claims that it may be close to seizing control of
your Partnership and its assets, and it is now more important than ever to act.
DO NOT SIGN ANY BLUE CONSENT CARD OR OTHER MATERIALS YOU MAY RECEIVE FROM BOND
PURCHASE. INSTEAD, PLEASE SIGN, DATE AND PROMPTLY MAIL YOUR WHITE REVOCATION OF
CONSENT CARD. PLEASE ACT TODAY TO PROTECT THE VALUE OF YOUR INVESTMENT FROM THIS
"VULTURE FUND."
WHEN WILL IT END?
It has been over seven months since Bond Purchase filed its first consent
solicitation materials on November 8, 2000, yet it still refuses to end this
expensive, hostile solicitation and has extended the deadline -- for the 4th
time -- to July 2, 2001. Unfortunately, we have no other choice but to continue
to solicit your revocation of consent so that you can ensure Bond Purchase does
not liberate for itself the value of your investment.
DO NOT SIGN ANY BLUE CONSENT CARD
We warn you against allowing Bond Purchase to act for you and caution you
not to be misled by its materials. If you sign the dissident's BLUE consent
card, you may inadvertently appoint Bond Purchase as your attorney-in-fact,
giving it your permission to execute any documents and take any actions to
implement its proposals. We urge you not to sign any materials you receive from
Bond Purchase. DO NOT GIVE BOND PURCHASE AUTHORITY TO SIGN DOCUMENTS ON YOUR
BEHALF.
We urge you to consider the facts:
- Your General Partners have determined to distribute to the limited
partners up to $3 million of your Partnership's cash reserves by year
end to the extent not otherwise utilized prior to that time. DO NOT BE
MISLED BY BOND PURCHASE'S CLAIMS AND DO NOT ALLOW IT TO CONTROL YOUR
PARTNERSHIP'S CASH RESERVES.
- Your General Partners have been successful in managing your Partnership
and its assets. From the Partnership's inception through 1990, the
limited partners obtained tax benefits in excess of their investments.
In
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1998, we sold our interest in many real estate assets and in March 1999,
we made a cash distribution to the limited partners of more than $6.8
million. We continue our efforts to negotiate with appropriate parties
to sell or refinance our remaining interests in real estate assets, to
bring the maximum value to all of our limited partners. DO NOT BE MISLED
BY BOND PURCHASE'S SELF-SERVING AGENDA.
WE URGE YOU NOT TO SIGN ANY BLUE CONSENT CARD OR OTHER MATERIALS YOU MAY
RECEIVE FROM BOND PURCHASE. If you have not already done so, PLEASE FAX AND MAIL
YOUR WHITE CONSENT REVOCATION CARD TODAY to:
ACS Security Services Inc.
3988 No. Central Expressway
Bldg. 5, Sixth Floor
Dallas, TX 75204
Fax: (214) 887-7198
Attn: Shari Eastwood
For your convenience, we have enclosed another consent revocation card for your
use. Please fax and mail your WHITE consent revocation card at your convenience,
so that it is received prior to July 2, 2001. Your vote can make a difference.
PLEASE ACT NOW TO HELP PUT THIS SOLICITATION TO AN END.
On behalf of your General Partners, thank you for your continued support.
Very truly yours,
National Partnership Investments
Corp.,
Managing General Partner
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CALL D.F. KING & CO.,
INC., WHICH IS ASSISTING US IN THIS MATTER, AT 1-800-269-6427.
THIS INFORMATION WAS FURNISHED ON BEHALF OF REAL ESTATE ASSOCIATES LIMITED
III BY ITS GENERAL PARTNERS AND IS BEING MAILED TO LIMITED PARTNERS ON OR ABOUT
JUNE 20, 2001. IMPORTANT INFORMATION ABOUT REAL ESTATE ASSOCIATES LIMITED III'S
CONSENT REVOCATION SOLICITATION ARE CONTAINED IN THE DEFINITIVE CONSENT
REVOCATION MATERIALS WHICH WERE MAILED TO YOU ON OR ABOUT MAY 21, 2001. YOU MAY
OBTAIN A COPY OF REAL ESTATE ASSOCIATES LIMITED III'S CONSENT REVOCATION
MATERIALS FILED ON FORM DEFC14A FREE OF CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. REAL ESTATE ASSOCIATES LIMITED III
WILL ALSO PROVIDE YOU WITH A COPY OF ITS MATERIALS WITHOUT CHARGE.
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CONSENT REVOCATION CARD
REAL ESTATE ASSOCIATES LIMITED III
THIS REVOCATION OF CONSENT IS SOLICITED BY REAL ESTATE ASSOCIATES
LIMITED III IN OPPOSITION TO THE SOLICITATION BY BOND PURCHASE, LLC.
The undersigned, a limited partner of Real Estate Associates Limited III
(the "Partnership"), acting with respect to all of the limited partnership
interests held by the undersigned, hereby revokes any and all consents that the
undersigned may have given with respect to each of the following proposals:
THE GENERAL PARTNERS OF THE PARTNERSHIP UNANIMOUSLY
RECOMMEND THAT YOU "REVOKE CONSENT" FOR ITEMS 1 AND 2.
1. Removal of General Partners
[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT
2. Continuation of the Partnership and election of new general partner, New G.P.
[ ] REVOKE CONSENT [ ] DO NOT REVOKE CONSENT
IF NO DIRECTION IS MADE, THIS CONSENT REVOCATION CARD WILL BE DEEMED TO
REVOKE ALL PREVIOUSLY EXECUTED CONSENTS WITH RESPECT TO ANY OR ALL OF THE
PROPOSALS SET FORTH HEREIN.
PLEASE SIGN, DATE, FAX TO (214) 887-7198 ATTN: SHARI EASTWOOD
AND MAIL THIS CONSENT REVOCATION CARD TODAY.
Please sign your name below. If your interests are held jointly, each
limited partner should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 2001
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Name:
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Title:
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Name (if held jointly):
Title:
PLEASE SIGN, DATE AND RETURN THIS
CONSENT REVOCATION PROMPTLY. IF YOU
HAVE ANY QUESTIONS OR NEED ASSISTANCE,
PLEASE CALL D.F. KING & CO., INC.
TOLL-FREE AT 1-800-249-6427.