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
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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 ...........................
(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):
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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.
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4) Date Filed:_____________________________________________________________
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REAL ESTATE ASSOCIATES LIMITED
9090 WILSHIRE BOULEVARD
BEVERLY HILLS, CALIFORNIA 90211
October 13, 1998
URGENT
PROMPT ACTION REQUESTED
Dear Limited Partner:
You recently submitted a consent form to the Managing General Partner of Real
Estate Associates Limited (the "Partnership") that indicated either an
abstention or an "AGAINST" vote in connection with 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 reconsider your original vote.
o The eight 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. 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.
The Partnership has generated net tax benefits equal to at least 102.6%
of each Limited Partner's equity investment since the inception of the
Partnership.
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.
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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.
