-----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, AZzBXS8GWNXxnQHHTqlRPOhu/o3aQ8jhSXD0bf/7A9tQNsTURLizdhpa++xHa7xT QxRuS/DRH0GdxrEbgTJzmA== 0000903112-98-001778.txt : 19981015 0000903112-98-001778.hdr.sgml : 19981015 ACCESSION NUMBER: 0000903112-98-001778 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981014 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REAL ESTATE ASSOCIATES LTD VII CENTRAL INDEX KEY: 0000722648 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953290316 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-13810 FILM NUMBER: 98725141 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 DEFA14A 1 ADDITIONAL CONSENT MATERIALS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 .....................Real Estate Associates Limited VII......................... (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] 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 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 VII 9090 WILSHIRE BOULEVARD BEVERLY HILLS, CALIFORNIA 90211 October 13, 1998 URGENT PROMPT ACTION REQUESTED Dear Limited Partner: The Managing General Partner of Real Estate Associates Limited VII (the "Partnership") has previously sent you material describing and seeking your consent to the proposed sale of the interests of the Partnership in certain real estate properties. The Managing General Partner believes that the sale is in your best interests and urges you to vote in favor of the sale as soon as possible. o The twelve properties to be included in the proposed sale (the "Properties") are subject to Housing Assistance Payments Contracts under Section 8 of the United States Housing Act. Most of these contracts will expire by the end of 2001. Under recently passed legislation, the mortgages on the Properties will be restructured, which the Managing General Partner believes will result in the Limited Partners recognizing cancellation of debt income, which is taxed as ordinary income under the Internal Revenue Code. o The Managing General Partner believes that by approving the proposed sale as soon as possible, the Limited Partners will reduce their tax exposure with respect to the Properties to be included in such sale. If the proposed sale is not approved, there is a significant risk that the Limited Partners will not only bear a greater tax burden, but will receive no cash that can be used to pay a portion of such taxes. o The Partnership's investments in the Properties were initially structured primarily to obtain tax benefits and not to provide cash distributions. Most Limited Partners no longer realize any material tax benefits from continuing to hold their interests in the Partnership. o Certain of the real estate interests to be included in the sale are collateral for certain promissory notes that mature generally in the next eighteen months. There can be no assurance that the Partnership will have sufficient cash reserves to pay these notes when they come due. Accordingly, it is possible that on maturity, the holders of these notes will exercise their rights under the notes and foreclose on the partnership interests. As a result, the Partnership would no longer continue to hold these partnership interests and the Limited Partners would not receive a cash distribution upon their disposition. Limited Partners can avoid the risk of foreclosure on certain of the Properties by approving the proposed sale. o Disposing of the Properties at this time is in the best interests of the Limited Partners and the Managing General Partner believes that the proposed sale is the best way to accomplish this goal. The terms of the proposed sale are addressed more completely in the Consent Solicitation Statement previously sent to you. The consent solicitation period for the proposed sale, which was originally scheduled to expire September 10, 1998, has been extended until October 30, 1998 to provide sufficient time for more Limited Partners to vote. For your convenience, we have enclosed a duplicate consent form. Please sign, date and return this card as promptly as possible. PLEASE RETURN YOUR SIGNED CONSENT FORM TODAY EITHER BY FACSIMILE TO 310-275-3640, OR IN THE ENCLOSED ENVELOPE. YOUR VOTE IS IMPORTANT. PLEASE DO NOT DELAY. IN ORDER TO APPROVE THE SALE, THE LIMITED PARTNERS MUST VOTE IN FAVOR OF EACH OF THE PROPOSALS. If you have any questions, or if you would like to request an additional copy of the Consent Solicitation Statement, please do not hesitate to contact MacKenzie Partners, the Partnership's consent solicitation agent toll free at 800-322-2885 or collect at 212-929-5500. Very truly yours, National Partnership Investments Corp. -----END PRIVACY-ENHANCED MESSAGE-----