DFAN14A 1 fghtltr.txt 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 March 20, 2002 THE CASDEN / NAPICO SELLOUT IS COMPLETE. Dear Fellow Limited Partner: Apartment Investment and Management Company ("AIMCO"), announced on March 11, 2002 that it completed its acquisition of Casden Properties valued at $1.5 billion. The acquisition included National Partnership Investments Corporation ("NAPICO"), a subsidiary of Casden Properties, however, it did not include the sale of the REAL III assets, which means the owners of Casden and NAPICO have sold out their interests to AIMCO and you receive nothing. You will continue to be stuck in a non-performing partnership with no end in sight. The sale of NAPICO is structured to include "an earnout of $15 million as a result of property performance for the period ended December 2001." We interpret the "earnout" as vindication of our position that the REAL partnerships, including REAL III, are indeed making money, the question is for whom? We believe without the insistence of Bond Purchase, Casden and NAPICO had no incentive to distribute $3 million in December 2001. Even with our insistence, that distribution represented cash generated from the previous sale of REAL III assets and held by Casden and NAPICO since 1998. There have been no significant distributions based on annual Partnership income. Why do the limited partners continue to suffer with the REAL III partnership while the owners of Casden and NAPICO profit? We believe the Partnership's earnings continue to be squandered on management fees and expenses. DOES NAPICO STILL DESERVE YOUR LOYALTY? Many limited partners have supported Bond Purchase by executing their BLUE consent form and electing to remove NAPICO as the general partner and to elect Bond Purchase's affiliate, New G.P., as the new general partner. We have spoken to many other limited partners who have not yet made a decision because, while they are dissatisfied with their return on investment and NAPICO's management over the last 20 years, they have been willing to give NAPICO the benefit of the doubt. The March 11, 2002 press release, we believe, makes clear NAPICO's willingness to put its interest before yours. Now that the owners of NAPICO have cashed out without any regard to your fate, do they still deserve your continued support? NAPICO claims that: 1) its publicly announced intent to dispose of the Partnership assets and liquidate, 2) its intimate working knowledge of the properties and 3) its continuing negotiations with each and every local limited partner were reasons for it to expect your support. There is no reason now to support NAPICO any longer. Although we never believed there was any merit to these claims to start with, now that the owners of NAPICO have cashed out and AIMCO will become the new owner of NAPICO, we believe our plan to liquidate the Partnership is the best chance for limited partners to maximize any remaining value in the Partnership as quickly as possible. Please take this opportunity to evaluate your decision in light of the recent developments concerning the sale of the ownership interests of Casden and NAPICO. We hope you agree with us that NAPICO, having negotiated the sale of its interest in and management of the Partnership behind your back and without your approval, does not deserve your support or your loyalty. Bond Purchase is committed to: o distributing any remaining excess cash in the Partnership; o reducing management fees by at least 10% and lowering expenses until the Partnership can be liquidated; and o liquidating the Partnership as soon as possible while maximizing any remaining value after NAPICO pulls out. 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 March 20, 2002. 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 January 23, 2002, ("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: _______________________, 2002 (Important - please fill in) __________________________________ Signature / Title __________________________________ Signature / Title __________________________________ Telephone Number