Real Estate Associates Limited III

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQpVg3EnRCn42r8193VkuTp5WFXbWNZiO04fx6BKVHQpr1Id/2OFFBhCvWUvXPlL YXote6FtSHum9k3Sg1A+fA== 0000950150-02-000295.txt : 20020415 0000950150-02-000295.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950150-02-000295 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REAL ESTATE ASSOCIATES LTD III CENTRAL INDEX KEY: 0000318986 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953547611 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10673 FILM NUMBER: 02591917 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782192 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 DEFA14A 1 a80371dadefa14a.htm DEFINITIVE ADDITIONAL PROXY MATERIALS Real Estate Associates Limited III

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




[ ]		Definitive Proxy Statement




[ ]		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))




[X]		Definitive Additional Materials




[ ]		Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

Real Estate Associates Limited III

(Name of Registrant as Specified In Its Charter)

(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)(1) and 0-11.




		(1)	Title of each class of securities to which transaction applies:




		(2)	Aggregate number of securities to which transaction 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:

REAL ESTATE ASSOCIATES LIMITED III

9090 Wilshire Boulevard

Beverly Hills, California 90211

March 28, 2002

JURY FINDS AGAINST BOND PURCHASE FOR FRAUD

Dear Limited Partners:

We think you will be interested in the following important development regarding Bond Purchase, L.L.C. and David L. Johnson.

As we have previously informed you, on June 19, 2001, a complaint was filed alleging Mr. Johnson and entities he controls were improperly withholding — in concert with Bond Purchase — at least $2.2 million in proceeds owed to NAPICO-affiliated limited partners of certain limited partnerships controlled by Mr. Johnson and his related entities. In its August 2, 2001 letter to you, Bond Purchase characterized this lawsuit as “absurd and not worthy of discussion.” Unfortunately for Bond Purchase and Mr. Johnson, a Federal District Court jury has rendered a verdict in the case. A copy of the verdict is enclosed for your information. Consider the following:

Jury Finds That Bond Purchase Conspired to Commit Fraud. On March 22, 2002, a jury for the United States District Court for the Central District of California returned a unanimous verdict against Bond Purchase, Mr. Johnson and certain affiliated entities, finding that Bond Purchase “agree[d] . . . to defraud the NAPICO limited partners.”

Jury Finds That the Bond Purchase Entities Breached Fiduciary Duties and Committed Fraud. The jury also unanimously found against two entities controlled by Mr. Johnson (the “Johnson Entities”), each of which serves as the general partner of a limited partnership in which an affiliate of NAPICO is a limited partner. The jury found that each of the Johnson Entities:

• materially “breach[ed] its fiduciary duty to the NAPICO limited partners” and “acted with oppression, malice or fraud in breaching its fiduciary duty to the NAPICO limited partners;”

• “breach[ed] the . . . Limited Partnership Agreement” of the limited partnerships that the Johnson Entities served as general partner;

• breached a related contract;

• “commit[ted] fraud as to the NAPICO limited partners” and “acted with oppression, malice or fraud in committing fraud as to the NAPICO limited partners;” and

• “agree[d] amongst themselves to defraud the NAPICO limited partners.”

Jury Finds That Mr. Johnson Breached Fiduciary Duties and Committed Fraud. The jury also unanimously found that Mr. Johnson:

• “breach[ed] his fiduciary duty to the NAPICO limited partners” and “acted with oppression, malice or fraud in breaching his fiduciary duty to the NAPICO limited partners;” and

• “commit[ted] fraud as to the NAPICO limited partners” and “acted with oppression, malice or fraud in committing fraud as to the NAPICO limited partners.”

ASK YOURSELF, CAN YOU TRUST SOMEONE THAT A JURY HAS FOUND TO HAVE CONSPIRED TO COMMIT FRAUD AS TO ITS LIMITED PARTNERS TO MANAGE YOUR VALUABLE ASSETS?

Do Not be Misled By Bond Purchase’s Inaccurate Description of Recent Transactions Between Casden Properties Inc. (“Casden”) and Apartment Investment and Management Company (“AIMCO”). As we have already notified you, on December 3, 2001, Casden entered into a merger agreement and certain other transaction documents with AIMCO and certain of its subsidiaries. Pursuant to these agreements, on March 11, 2002, AIMCO acquired Casden and its subsidiaries, including NAPICO. As a result of the transactions, NAPICO is now an indirect subsidiary of AIMCO, but NAPICO will maintain its corporate existence. Do not be misled by Bond Purchase’s inaccurate description of these transactions.

— IMPORTANT —

Please act today to protect your investment — DO NOT SIGN any BLUE consent card or other materials you may receive from Bond Purchase. If you have already returned a BLUE consent card, it is not too late to revoke your consent. Please sign, date and promptly mail your WHITE consent revocation card. The deadline to fax in your WHITE consent revocation card is Sunday, March 31, 2002. Bond Purchase mailed its initial Solicitation of Consents to the limited partners on or about March 13, 2001 — over a year ago! Vote now to help finally bring this solicitation to an end.

We have enclosed another WHITE consent revocation card for your convenience. To ensure that your General Partners are not removed, 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

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 March 28, 2002. Important information about the Partnership’s consent revocation solicitation are contained in the definitive consent revocation materials which have already been sent to you. You may obtain a copy of the Partnership’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. The Partnership will also provide you with a copy of its materials without charge. You may also view Partnership information on the Partnership’s web site at http://www.napico.com. The contents of the Partnership’s web site are not deemed to be a part of the consent revocation materials. For additional information about this consent revocation solicitation, please contact D.F. King at the toll-free number provided below.

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.

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

o REVOKE CONSENT o DO NOT REVOKE CONSENT

2. Continuation of the Partnership and election of new general partner, New G.P.

o REVOKE CONSENT o 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: _______________________________________________________, 2002

Name:

Title:

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 1-800-269-6427.

EX-1 3 a80371daex1.txt EXHIBIT 1 FILED CLERK, U.S. DISTRICT COURT MAR 22 2002 CENTRAL DISTRICT OF CALIFORNIA BY /s/ signature illegible DEPUTY UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA Case No.: CV01-05389 CAS (AJWx) NATIONAL CORPORATE TAX CREDIT FUND; NATIONAL SPECIAL VERDICT FORM CORPORATE TAX CREDIT, INC.; NATIONAL TAX CREDIT INVESTORS II; AND NATIONAL The Honorable Christina A. Snyder TAX CREDIT, INC. II, Plaintiffs, Trial Date: March 12, 2002 v. BOND PURCHASE, L.L.C.; DAVID L. JOHNSON, an individual; DLJ ENTERPRISES, INC.; KELCOR, INC.; KELCOR/NCMC JOINT VENTURE, L.P.; PINERIDGE G.P., L.L.C.; QUIVIRA PLACE G.P., L.L.C.; and ROBERT B. THOMSON, an individual, Defendants. We, the Jury, in the above-entitled action, find the following Special Verdict on the following questions submitted to us: I. AS TO DEFENDANT PINERIDGE G.P., L.L.C.: A. BREACH OF FIDUCIARY DUTY: 1. Did the Operating General Partner of Pineridge (Pineridge G.P. L.L.C.) breach its fiduciary duty to the NAPICO limited partners? Yes [X] No [ ] If you answered yes to Question 1, please proceed to Question 2; otherwise please proceed to Question 5. 2. Was any breach of fiduciary duty by the Operating General Partner of Pineridge material? Yes [X] No [ ] Please proceed to Question 3. 3. State the total amount of damages, if any, caused by the Pineridge Operating General Partner's breach of fiduciary duty. $18,333 Please proceed to Question 4. 4. Do you find by clear and convincing evidence that the Operating General Partner of Pineridge acted with oppression, malice or fraud in breaching its fiduciary duty to the NAPICO limited partners? -2- Yes [X] No [ ] Please proceed to Question 5. B. BREACH OF CONTRACT: 5. Did the Operating General Partner of Pineridge breach the parties' agreement made on March 23, 2001 regarding the refinancing proceeds of Pineridge? Yes [X] No [ ] Please proceed to Question 6. 6. Did the Operating General Partner of Pineridge breach the Pineridge Associates Limited Partnership Agreement? Yes [X] No [ ] If you answered yes to Question 6, please proceed to Question 7. If you answered yes to Question 5 and no to Question 6, please proceed to Question 8. If you answered no to both Questions 5 and 6 please proceed to Question 9. 7. Was any breach of the Pineridge Associates Limited Partnership Agreement by the Operating General Partner material? Yes [X] No [ ] Please proceed to Question 8. -3- 8. State the total amount of damages, if any, caused by the Pineridge Operating General Partner's breach of contract. $18,333 Please proceed to Question 9. C. FRAUD 9. Did the Operating General Partner of Pineridge commit fraud as to the NAPICO limited partners of Pineridge? Yes [X] No [ ] If you answered yes to Question 9, please proceed to Question 10; otherwise go to Question 12. 10. State the total amount of damages, if any, caused by the Pineridge Operating General Partner's fraud. $18,333 Please proceed to Question 11. 11. Do you find by clear and convincing evidence that the Pineridge Operating General Partner acted with oppression, malice or fraud in committing fraud as to the NAPICO limited partners? -4- Yes [X] No [ ] Please proceed to Question 12. -5- II. AS TO DEFENDANT QUIVIRA PLACE G.P. L.L.C.: A. BREACH OF FIDUCIARY DUTY 12. Did the Operating General Partner of Quivira (Quivira Place, G.P., L.L.C.) breach its fiduciary duty to the NAPICO limited partners? Yes [X] No [ ] If you answered yes to Question 12, please proceed to Question 13; otherwise please go to Question 16. 13. Was the breach of fiduciary duty by the Operating General Partner of Quivira material? Yes [X] No [ ] Please proceed to Question 14. 14. State the total amount of damages, if any, caused by the Quivira's Operating General Partner's breach of fiduciary duty. $374,666 15. Do you find by clear and convincing evidence that the Quivira Operating General Partner acted with oppression, malice or fraud in breaching its fiduciary duty to the NAPICO limited partners? Yes [X] No [ ] Please proceed to Question 16. -6- B. BREACH OF CONTRACT 16. Was there an agreement between the Operating General Partner of Quivira and the NAPICO limited partners on March 23, 2001 to distribute the proceeds from the refinancing of Quivira? Yes [X] No [ ] If you answered yes to Question 16, please proceed to Question 17; otherwise, please go to Question 19. 17. Under the March 23, 2001 agreement, what percentage of the refinancing proceeds were the NAPICO limited partners entitled to from the Quivira refinancing? 82.5% [X] 50% [ ] Please proceed to Question 18. 18. Did the Operating General Partner of Quivira breach the parties' March 23, 2001 agreement regarding the refinancing proceeds of Quivira? Yes [X] No [ ] Please proceed to Question 19. 19. Did the Operating General Partner of Quivira breach the Quivira Place Associates Limited Partnership Agreement? -7- Yes [X] No [ ] If you answered yes to Question 19, please proceed to Question 20. If you answered yes to Question 18 and no to Question 19, please proceed to Question 21. If you answered no to both Questions 18 and 19, please proceed to Question 22. 20. Was any breach of the Quivira Place Associates Limited Partnership Agreement by the Operating General Partner material? Yes [X] No [ ] Please proceed to Question 21. 21. State the total amount of damages, if any, caused by the Operating General Partner of Quivira's breach of contract. $374,666 Please proceed to Question 22. 22. Is the Operating General Partner of Quivira entitled to be paid any portion of a development fee out of the Quivira refinancing proceeds? Yes [X] No [ ] Please proceed to Question 23. C. FRAUD -8- 23. Did the Quivira Operating General Partner commit fraud as to the NAPICO limited partners of Quivira? Yes [X] No [ ] If you answered yes to Question 23, please proceed to Question 24; otherwise, please go to Question 26. 24. State the total amount of damages, if any, caused by the Quivira Operating General Partner's fraud. $374,666 Please proceed to Question 25. 25. Do you find by clear and convincing evidence that the Quivira Operating General Partner acted with oppression, malice or fraud in committing fraud as to the NAPICO limited partners? Yes [X] No [ ] Please proceed to Question 26. -9- III. AS TO DEFENDANT ROBERT B. THOMSON 26. Did Robert B. Thomson breach his fiduciary duty to the NAPICO limited partners of Pineridge and Quivira? Yes [X] No [ ] If you answered yes to Question 26, please proceed to Question 27; otherwise please go to Question 29. 27. State the total amount of damages, if any, caused by Robert B. Thomson's breach of his fiduciary duty to the NAPICO limited partners of Pineridge and Quivira. $53,000 Please proceed to Question 28. 28. Do you find by clear and convincing evidence that Robert B. Thomson acted with oppression, malice or fraud in breaching his fiduciary duty to the NAPICO limited partners of Pineridge and Quivira? Yes [X] No [ ] Please proceed to Question 29. -10- IV. AS TO DEFENDANT DAVID L. JOHNSON A. BREACH OF FIDUCIARY DUTY 29. Did David L. Johnson breach his fiduciary duty to the NAPICO limited partners of Pineridge and Quivira? Yes [X] No [ ] If you answered yes to Question 29, please proceed to Question 30; otherwise, please go to Question 32. 30. State the total amount of damages, if any, caused by David L. Johnson's breach of his fiduciary duty to the NAPICO limited partners of Pineridge and Quivira. $ 116,704 Please proceed to Question 31. 31. Do you find by clear and convincing evidence that David L. Johnson acted with oppression, malice or fraud in breaching his fiduciary duty to the NAPICO limited partners of Pineridge and Quivira? Yes [X] No [ ] Please proceed to Question 32. -11- B. FRAUD 32. Did David L. Johnson commit fraud as to the NAPICO limited partners? Yes [X] No [ ] If you answered yes to Question 32, please proceed to Question 33; otherwise go to Question 35. 33. State the total amount of damages, if any, caused by David L. Johnson's fraud. $ 21,887 Please proceed to Question 34. 34. Do you find by clear and convincing evidence that David L. Johnson acted with oppression, malice or fraud in committing fraud as to the NAPICO limited partners? Yes [X] No [ ] Please proceed to Question 38. Questions 35 through 37 have been deleted. -12- V. AS TO DEFENDANT BOND PURCHASE A. INTERFERENCE WITH CONTRACTUAL RELATIONS 38. Did Bond Purchase L.L.C. intentionally interfere with the contracts between the Operating General Partners of Quivira and Pineridge and the NAPICO limited partners? Yes [ ] No [X] If you answered yes to Question 38, please proceed to Question 39; otherwise, please go to Question 40. 39. State the total amount of damages, if any, caused by Bond Purchase L.L.C.'s intentional interference with the contracts. $ 0 Please proceed to Question 40. -13- VI. AS TO DEFENDANTS PINERIDGE G.P., L.L.C., QUIVIRA PLACE G.P. L.L.C. AND BOND PURCHASE: A. CONSPIRACY 40. Did the defendants Quivira Place G.P., L.L.C., Pineridge G.P., L.L.C., and Bond Purchase, L.L.C. agree amongst themselves to defraud the NAPICO limited partners? Yes [X] No [ ] If you answered yes to Question 40, please proceed to Question 41; otherwise please sign and date the verdict form. 41. If you find that some of the defendants listed in Question 40 did agree to defraud the plaintiffs and some did not agree to defraud the plaintiffs, please list the defendants that DID NOT agree to defraud the plaintiffs below. If you find that all defendants agreed to defraud the NAPICO limited partners, write "All agreed." ALL AGREED Please proceed to Question 42. -14- 42. State the total amount of damages, if any, caused by the conspiracy to defraud the NAPICO limited partners. $238,585 Please proceed to Question 43. 43. Do you find by clear and convincing evidence that the following defendants acted with oppression, malice or fraud in agreeing to defraud the NAPICO limited partners? Pineridge G.P., L.L.C. Yes [X] No [ ] Quivira Place G.P., L.L.C. Yes [X] No [ ] Bond Purchase L.L.C. Yes [X] No [ ] Please sign and date the Verdict. Dated: 3/22/02 /s/[Illegible Signature] ------------------------ Jury Foreperson -15- -----END PRIVACY-ENHANCED MESSAGE-----


	•	materially “breach[ed] its fiduciary duty to the NAPICO limited partners” and “acted with oppression, malice or fraud in breaching its fiduciary duty to the NAPICO limited partners;”

	•	“breach[ed] the . . . Limited Partnership Agreement” of the limited partnerships that the Johnson Entities served as general partner;

	•	breached a related contract;

	•	“commit[ted] fraud as to the NAPICO limited partners” and “acted with oppression, malice or fraud in committing fraud as to the NAPICO limited partners;” and

	•	“agree[d] amongst themselves to defraud the NAPICO limited partners.”


	•	“breach[ed] his fiduciary duty to the NAPICO limited partners” and “acted with oppression, malice or fraud in breaching his fiduciary duty to the NAPICO limited partners;” and

	•	“commit[ted] fraud as to the NAPICO limited partners” and “acted with oppression, malice or fraud in committing fraud as to the NAPICO limited partners.”


	Dated: _______________________________________________________, 2002


	Name:


	Title:


	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 1-800-269-6427.