0001376474-15-000224.txt : 20150707 0001376474-15-000224.hdr.sgml : 20150707 20150707100937 ACCESSION NUMBER: 0001376474-15-000224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20150707 DATE AS OF CHANGE: 20150707 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: 0125 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10673 FILM NUMBER: 15975532 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 8-K 1 rea_8k.htm UNITED STATES UNITED STATES



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


_______________


FORM 8-K


CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): June 30, 2015



REAL ESTATE ASSOCIATES LIMITED III

(Exact name of registrant as specified in its charter)



California

0-10673

95-3547611

(State or Other Jurisdiction of

(Commission File Number)

(I.R.S. Employer

Incorporation)


Identification No.)


 

P.O. Box 91274

Los Angeles, California 90009

 

(Address of Principal Executive Offices, including zip code)

 

 

 


Registrant’s Telephone Number, Including Area Code:  (720) 387-8135


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     ¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











 


Item 1.01

Entry into a Material Definitive Agreement


Real Estate Associates Limited III, a California limited partnership (the “Registrant”), held a 99% limited partnership interest in Marina del Rey Limited Dividend Partnership Associates, a Massachusetts limited partnership (the “Partnership”).  On June 30, 2015, the Registrant entered into a Second Amendment to the Amended and Restated Certificate and Agreement of Limited Partnership of Marina del Rey Limited Dividend Partnership Associates (the “Amendment”) by and among the Registrant, Puerto Rico Management, LLC, a California limited liability company, the General Partner of the Partnership (“PRM”), and Vicente Geigel Polanco LP, LLC, a Delaware limited liability company (the “Assignee”), pursuant to which Registrant assigned 100% of its interests in the Partnership to the Assignee in exchange for a payment of $400,000.  Following such payment, the Registrant no longer held any interest in the Partnership and had no rights, obligations or liabilities related thereto.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Pursuant to the terms of the Amendment, on June 30, 2015, the registrant transferred all of its interests in the Partnership to the Assignee.  These interests represented all of the remaining Local Limited Partnership assets held by the Registrant.

As a result of the transfer of the Registrant’s interests in the Partnership, the Registrant received approximately $400,000 in consideration, all of which is intended to be used by the Registrant for the payment of outstanding payables and deferred management fees owed by the Registrant.







2



SIGNATURE


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 hereunto duly authorized.

REAL ESTATE ASSOCIATES LIMITED III             





By:

National Partnership Investments, LLC

Corporate General Partner


By:  /s/ Joseph Dryden                      

        Joseph Dryden

        V.P. of Finance/CFO



     DATED:  July 6, 2015