SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 7
Real Estate Associates Limited V
(Name of the Issuer)
Real Estate Associates Limited V
National Partnership Investments Corp.
Casden Investment Corporation
Charles H. Boxenbaum
Bruce E. Nelson
Henry C. Casden
Alan I. Casden
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
75585108
----------------
(CUSIP Number of Class of Securities)
STEVEN A. FISHMAN, ESQ.
BATTLE FOWLER LLP
75 EAST 55th STREET
NEW YORK, NEW YORK 10022
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This Statement is filed in connection with (check the
appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Calculation of Filing Fee
----------------------------------------------------------------
| $1,571,673.00 | $314.00 |
| Transaction Valuation* | Amount of filing fee |
----------------------------------------------------------------
* For purposes of calculating the filing fee only. The filing fee was
calculated in accordance with Rule 0-11 under the Securities Exchange Act of
1934, as amended, and equals 1/50 of one percent of the value of the cash
being paid in connection with the transaction.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
schedule and the date of its filing.
759039.1
<PAGE>
Amount Previously Paid: $314.00
Form or Registration No: Schedule 13E-3
Filing Party: Real Estate Associates Limited V
Date Filed: January 23, 1998
759039.1
<PAGE>
REAL ESTATE ASSOCIATES LIMITED V
9090 WILSHIRE BOULEVARD
BEVERLY HILLS, CALIFORNIA 90211
September 29, 1998
Dear Limited Partner:
The consent solicitation period for the proposed sale of the interests of the
Partnership in certain real estate properties, which was originally scheduled to
expire September 10, 1998, has been extended until October 15, 1998 to provide
sufficient time for more Limited Partners to vote. To date we have not received
your vote. The Managing General Partner believes that the Sale is in your best
interests and it is important that you vote as soon as possible.
For your convenience, we have enclosed a duplicate consent form. To be sure your
vote is represented, please sign, date and return this card as promptly as
possible. The proposed sale is described in the previously provided Consent
Solicitation Statement.
The Managing General Partner recommends the proposed sale for the following
reasons:
o Eighteen of the nineteen properties to be included in the proposed sale
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 2003. Under recently passed legislation, it is expected that
they will be renewed on significantly less favorable terms, resulting
in significantly reduced cash flow.
o Under this recently passed legislation, it is expected that the
property mortgages will be restructured, which could result in
significant adverse tax consequences to the Limited Partners, including
the cancellation of debt, which is taxed as ordinary income under the
Internal Revenue Code.
o The Managing General Partner expects the combination of reduced HAP
Contract payments and the restructuring of the mortgage loans will
result in a significant reduction in the cash flow generated by the
properties.
o The Managing General Partner believes that by approving the proposed
sale as soon as possible, the Limited Partners may reduce their tax
exposure with respect to the properties to be included in such sale. If
the proposed sale is not approved and the properties are instead
disposed of at a later date, there is a significant risk that the
Limited Partners will bear a greater tax burden.
761843.1
<PAGE>
o The Managing General Partner believes, in light of this recently passed
legislation, that there is currently no market for the properties
subject to HAP Contracts. Accordingly, it is unlikely that the
Partnership would be able to obtain a cash purchase price from a third
party that will enable Limited Partners to pay a portion of the taxes
that will be payable upon disposition.
o The properties to be included in the sale do not produce significant
cash flow from operations and the Partnership has not made any
distributions to date. The Partnership has substantially fulfilled its
original objective of providing tax benefits to the Limited Partners.
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 Partnerships.
o The Managing General Partner believes that the purchase price for the
properties is fair to the Limited Partners. In addition, the per unit
amounts to be distributed to the Limited Partners will be sufficient to
pay all of the federal and state taxes that will be due in connection
with such sale (based on the assumptions set forth in the Consent
Solicitation Statement).
Each of the points above is addressed more completely in the Consent
Solicitation Statement previously sent to you.
Your vote is important. Because approval of the proposed sale requires
the affirmative vote of a majority-in-interest of the outstanding units of
limited partnership interest, failure to vote will have the same effect as a
vote against the sale.
PLEASE RETURN YOUR SIGNED CONSENT FORM EITHER BY FACSIMILE TO
310-275-3640, OR IN THE ENCLOSED ENVELOPE BEFORE OCTOBER 15, 1998.
Limited Partners should also be aware of the following additional
developments:
On August 1, 1998, Bond Purchase L.L.C. offered to purchase up to 380
of the outstanding units of limited partnership for a purchase price of $277 per
unit, which is significantly less than the $523 per unit amount to be
distributed if the proposed sale is approved.
On August 27, 1998, two investors holding an aggregate of eight units
of limited partnership in Real Estate Associates Limited III (a NAPICO
Partnership) and two investors holding an aggregate of five units of limited
partnership interest in Real Estate Associates Limited VI (also a NAPICO
Partnership) commenced an action in the United States District
761843.1
<PAGE>
Court for the Central District of California against NAPICO, National
Partnership Investments Associates, National Partnership Investment Associates
II, Alan I. Casden, Henry C. Casden, Charles H. Boxenbaum, Bruce E. Nelson and
seven NAPICO Partnerships, including the Partnership. The complaint alleges that
the defendants breached their fiduciary duty to the limited partners of such
NAPICO Partnerships and made materially false and misleading statements in the
consent solicitation statements sent to the limited partners of such
partnerships. The plaintiffs seek preliminary and permanent injunctive relief
and other equitable relief, as well as compensatory and punitive damages. The
Managing General Partner and the other defendants believe that the plaintiffs'
claims are totally without merit and intend to contest the action vigorously.
PLEASE RETURN YOUR SIGNED CONSENT FORM TODAY. YOUR VOTE
IS IMPORTANT. PLEASE DO NOT DELAY.
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.
761843.1
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
Dated: , 1998
REAL ESTATE ASSOCIATES LIMITED V
By Its General Partners
NATIONAL PARTNERSHIP INVESTMENTS CORP.
By: /s/ Alan I. Casden
---------------------------
Alan I. Casden
Vice-Chairman
CASDEN INVESTMENT CORPORATION
By: /s/ Alan I. Casden
----------------------------
Alan I. Casden
Chairman
/s/ Henry C. Casden
-----------------------------
Henry C. Casden
/s/ Alan I. Casden
-----------------------------
Alan I. Casden
/s/ Charles H. Boxenbaum
-----------------------------
Charles H. Boxenbaum
/s/ Bruce E. Nelson
-----------------------------
Bruce E. Nelson
