<PAGE> 1
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): March 2, 1998
REAL ESTATE ASSOCIATES LIMITED V
--------------------------------------------------
(Exact name of Registrant as specified in charter)
California 2-77645 95-3768810
--------------- ----------- --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9090 Wilshire Boulevard
Suite 201
Beverly Hills, California 90211
--------------------------------------
Address of Principal Executive Offices
Registrant's telephone number, including area code: 310/278-2191
Page 1 of 3
<PAGE> 2
ITEM 5. OTHER EVENTS.
The Registrant recently became aware through several of its limited
partners that an entity identified as Bond Purchase, L.L.C. was apparently
conducting a tender offer for units in the Registrant pursuant to an "Offer to
Purchase Limited Partnership Interests for $615.00" dated March 2, 1998.
Registrant has no further information about this "Offer to Purchase" or Bond
Purchase, L.L.C. The Registrant's general partners, on behalf of the
Registrants advised the limited partners by letter to consult with their tax
advisors about the tax consequences that could result from a sale of their
units. Copies of the "Offer to Purchase" and the Registrant's letter are
attached hereto as exhibits.
In addition, the Registrant recently became aware through several of its
limited partners that an entity identified as Everest Management, LLC was
apparently conducting a tender offer for units in the Registrant pursuant to an
"Offer to Purchase Limited Partnership Interests" dated June 26, 1998.
Registrant has no further information about this "Offer to Purchase" or Everest
Management, LLC. The Registrant's general partners, on behalf of the
Registrant, advised the limited partners by letter dated July 8, 1998 to
consult with their tax advisors about the tax consequences that could result
from a sale of their units. Copies of the "Offer to Purchase" and the
Registrant's letter are attached hereto as exhibits.
EXHIBITS
The following exhibits are attached to this Current Report and thereby made
a part thereof:
1. Copy of the "Offer to Purchase" documents dated March 2, 1998 as received
from Registrant's limited partners.
2. Copy of Registrant's letter to its limited partners.
3. Copy of the "Offer to Purchase" documents dated June 26, 1998 as received
from Registrant's limited partners.
4. Copy of Registrant's letter dated July 8, 1998 to its limited partners.
Page 2 of 3
<PAGE> 3
SIGNATURES
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.
DATED: July 13, 1998
REAL ESTATE ASSOCIATES LIMITED V,
A CALIFORNIA LIMITED PARTNERSHIP
BY: NATIONAL PARTNERSHIP INVESTMENTS CORP.,
A CALIFORNIA CORPORATION,
ITS GENERAL PARTNER
BY: /s/ Bruce E. Nelson
-----------------------------------
ITS: President
-------------------------------
Page 3 of 3
<PAGE> 1
BOND PURCHASE. L.L.C.
P.O. Box 26730
Kansas City, MO 64196
March 2, 1998
To the Holders of Limited Partnership Interest in Real Estate
Associates Limited V.
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS FOR $615.00
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Real Estate Associates Limited V (the Partnership")
for cash in the amount of $615.00 per Unit (which amount will be reduced by any
cash distributions declared by the Partnership after the date of this letter).
Our offer provides you with an opportunity to sell your Units now without the
costly transfer fees and commission costs (typically up to 10%) usually paid by
the seller in secondary market sales. ALL TRANSFER COSTS AND FEES WILL BE PAID
BY BOND PURCHASE, L.L.C.
We believe that it is appropriate for investors to have financial choices.
Our offer gives you, the investor, the ability to make a decision about your
continued involvement with the Partnership. You may no longer wish to continue
with your investment in the Partnership for a number of reasons, including:
* NO FURTHER IRS FILING
* HIGHEST OFFER - This offer is higher than the last reported trade of
$250.05 (July 1, 1997 to August 31, 1997) in the secondary market.
* If you sell your units, 1998 will be the final year for which you receive a
K-1 tax form from the partnership.
* You may be able to realize a tax loss that would reduce your taxes for
1998.
* The Partnership was closed sixteen years ago in 1982. Your money has been
tied up for this long period with minimal return.
* More immediate use for the cash tied up in your investment in the Units.
* The absence of a formal trading market for the Units and their resulting
relative illiquidity.
<PAGE> 2
* The lack of any current cash distributions.
* General disenchantment with real estate investments, particularly longterm
investments in limited partnerships;
Our offer is limited to 385 of the outstanding Units. If we were to acquire
more than this amount, the administrative costs of our offer would become
burdensome.
We will accept for purchase properly documented Units on a "first-received,
first-buy" basis. You will be paid promptly following confirmation of a valid,
properly executed Agreement of Transfer and other required transfer documents.
We will pay for all Partnership transfer fees and costs. All tenders of Units
will be irrevocable and may not be rescinded or withdrawn.
We are real estate investors who are not affiliated with the Partnership or
the General Partners. The General Partners of the Partnership have not analyzed,
approved, endorsed or made any recommendation as to acceptance of the offer. The
purchase offer has been determined solely at the discretion of Bond Purchase,
L.L.C. and does not necessarily represent the true market value of each unit. We
are seeking to acquire Units for investment purposes only and not with a view to
their resale.
An Agreement of Transfer is enclosed which you can use to accept our offer.
Please execute page 3 of this document, as well as the Power of Attorney. Obtain
all other required signatures and return the documentation in the enclosed
envelope. Please note that all signatures must be medallion guaranteed. The
transfer cannot be processed without signatures that are medallion guaranteed
and failure to obtain them will result in needless delays. In addition, place
your Unit Certificate in the enclosed envelope. We encourage you to act
immediately if you are interested in accepting or offer as only 385 units will
be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON APRIL 30, 1998, UNLESS EXTENDED.
Please call William Teel at (816) 421-4670 if you have any questions.
Sincerely,
Bond Purchase, L.L.C.
<PAGE> 3
AGREEMENT of TRANSFER
FOR LIMITED PARTNERSHIP INTERESTS IN
REAL ESTATE ASSOCIATES LIMITED V
Subject to and effective upon acceptance for payment, the undersigned (the
"Seller") hereby sells, assigns, transfers, conveys and delivers and irrevocably
directs any custodian or trustee to sell, assign, transfer, convey and deliver
(the "Transfer") to Bond Purchase, LLC or it's assigns, a Missouri limited
liability company (the "Purchaser"), all of the Seller's right, title and
interest in Partnership Units (the "Units") of Real Estate Associates Limited V,
(the "Partnership"), for $615.00 per Unit, net to the Seller in cash, which
amount shall be reduced by any distributions declared by the Partnership after
March 2, 1998.
Such Transfer shall include, without limitation, all rights in and claims
to, any Partnership profits and losses, cash distributions, voting rights and
other benefits of any nature whatsoever distributable or allocable to such Units
under the Partnership's Certificate and Agreement of Limited Partnership, as
amended (the "Partnership Agreement"). The Seller hereby irrevocably constitutes
and appoints the Purchaser as the true and lawful agent and attorney-in-fact of
the Seller with respect to such Units, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to vote, inspect Partnership books and records or act in such manner
as any such attorney-in-fact shall, in its sole discretion, deem proper with
respect to such Units, to deliver such Units and transfer ownership of such
Units on the Partnership's books maintained by the General Partner of the
Partnership, together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Purchaser of the purchase price, to
receive all benefits and cash distributions, endorse Partnership checks payable
to Seller and otherwise exercise all rights of beneficial ownership of such
Units. The Purchaser shall not be required to post bond of any nature in
connection with this power of attorney.
The Seller hereby represents and warrants to the Purchaser that the Seller
owns such units and has full power and authority to validly sell, assign,
transfer, convey and deliver such Units to the Purchaser, and that when any such
Units are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all options,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such units will
not be subject to any adverse claim. The Seller further represents and warrants
that the Seller is a "United States person", as defined in Section 7701 (a)(30)
of the Internal Revenue Code of 1986, as amended, or if the Seller is not a
United States person, that the Seller does not own beneficially or of record
more than 5% of the outstanding Units.
<PAGE> 4
Agreement of Transfer
Page 2
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. This agreement is irrevocable and may not be
withdrawn or rescinded.
Upon request, the Seller will execute and deliver, and irrevocably directs
any custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of such Units.
The Seller releases and discharges the General Partners, any IRA or KEOGH
Custodian, and their respective officers, shareholders, directors, employees and
agents from all causes of action, claims, or demands the Seller has or may have
against them resulting from their reliance on this Agreement of Transfer or any
of the terms and conditions contained herein.
The Seller hereby certifies, under penalties of perjury, that (1) the
number shown below on this form and the Sellers Taxpayer Identification Number
is correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest on dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U. S.
income taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations). The Seller understands that
this certification may be disclosed to the IRS by the Purchaser and that any
false statements contained herein could be punished by fine, imprisonment, or
both.
<PAGE> 5
Agreement of Transfer
Page 3
Date: 1998
- ----------------------------------- -----------------------------------------
(Specify Number of Units Tendered: (Signature of Owner)
Indicate "ALL" if Number Not
Available)
-----------------------------------------
Place Medallion Guarantee Stamp Here
- ----------------------------------- -----------------------------------------
(Your Telephone Number) (Signature of Co-Owner)
-----------------------------------------
Place Medallion Guarantee Stamp Here
- -----------------------------------
(Your Social Security or Taxpayer ID Bond Purchase. LLC
Number) P.O. Box 26730
Kansas City, MO 64196
(816) 421 -4670
FAX (816) 221-1829
Bond Purchase, LLC
- -----------------------------------
(Name of IRA Custodian, if applicable)
BY:
--------------------------------------
Its Authorized Representative
NOTE: All signatures on this agreement must be guaranteed by a member from
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United States, which is a participant in the Security Transfer Agent
Medallion Program.
<PAGE> 6
POWER OF ATTORNEY/PROXY
In conjunction with the Assignor's (seller's) Assignment of Partnership Units
dated as of even date herewith, Seller irrevocably constitutes and appoints
David L. Johnson and William C. Teel, or any of them, to be Seller's true and
lawful special attorneys-in-fact, with full power of substitution to exercise in
the name, place and stead of Seller any and all rights, interests, powers, and
duties with respect to or arising out of the Seller's interest in:
REAL ESTATE ASSOCIATES LIMITED V
which Units have been assigned to Bond Purchase, L.L.C. (the"Buyer") pursuant to
the Agreement of Transfer. This Power of Attorney shall include with limitation,
(1) the right to execute on behalf of Seller, all assignments, certificates,
documents and instruments that may be required for the purpose of transferring
the Units owned by the Seller, (2) the right to vote the Units or to require or
receive an information or report with respect to the partnerships' books and
records, (3) the right to endorse and cash any check made payable by the
partnership to Seller on or after the date hereof and (4) the right, if the
Units are held in an IRA account or pension account, to contact the Seller's
custodian and direct him to facilitate in the transfer of the Units from the
Seller to Buyer Fund. This Power of Attorney is part of and hereby incorporated
in the application for transfer. This Power of Attorney shall not be affected by
the subsequent mental disability of the undersigned as principal, is
irrevocable and coupled with an interest, and Buyer shall not be required to
post bond in any nature in connection with this Power of Attorney. This Power of
Attorney shall also serve as a Letter of Authorization directing the Assignor's
custodian(s) and trustee(s) to sign any documents necessary to facilitate the
transfer of the units being assigned in conjunction with this Power of Attorney
as required by the herein named attorneys-in-fact.
- ----------------------------------- -----------------------------------------
PRINT Assignor (Registered Name) PRINT Joint Assignor or
Custodian/Trustee
- ----------------------------------- -----------------------------------------
SIGNATURE of Assignor SIGNATURE Jnt. Assignor or
Custodian/Trustee
DATE ____________, 199__ DATE ___________, 199__
Signature Medallion Guarantee Signature Medallion Guarantee
- ----------------------------------- -----------------------------------------
<PAGE> 1
REAL ESTATE
ASSOCIATES
LIMITED V
9090 Wilshire Boulevard, Suite 201 Beverly Hills, California 90211
(310)278-2191
RE: Real Estate Associates Limited V
Dear Investor:
Several limited partners have called or written us to tell us that they
have received an unsolicited tender offer to buy their interests in Real Estate
Associates Limited V ("REAL V"). The buyers state that they are purchasing the
Units with a view towards holding them until REAL V is liquidated.
While the General Partners are unable to value the interests because of a
lack of market for them, limited partners should be aware of the tax
consequences of a sale of their interests.
In addition, the General Partners of REAL V expect to solicit the consent
of the Limited Partners to a proposed transaction pursuant to which several of
the properties in which REAL V has invested will be sold to a real estate
investment trust (the "REIT") to be organized by affiliates of the General
Partners of REAL V. Proxy materials have not yet been filed with the Securities
and Exchange Commission and solicitation of consents is not expected to commence
until the first quarter of 1998. If this transaction is consummated, Limited
Partners would receive distributions of net sales proceeds according to their
proportionate interests. It should be noted that the sales will be subject to a
number of conditions in addition to approval by Limited Partners of REAL V;
including completion of a proposed private placement of shares of the REIT.
Accordingly, there can be no assurance that the proposed purchases will be
consummated or that, if consummated, will be on the currently proposed terms.
Most of the Limited Partners have negative capital account balances with
respect to their interests in REAL V. Our accountants tell us that on average,
the negative capital account balance for a $5,000 investor at the end of
December 1997 will be approximately $7,900. This means that an investor would
recognize gain from the sale of his REAL V interest in an amount equal to
approximately $8,000 (the $7,900 negative capital account balance plus the $100
cash sales price). This gain would be "passive" and would be offset by passive
losses which such investor may have from REAL V (suspended from prior years) or
other sources. Unless a limited partner has suspended or current losses from
other sources, a substantial portion of the gain would still be subject to tax
liability.
[LOGO]
CORPORATE GENERAL PARTNER: National Partnership Investments Corp.
<PAGE> 1
[EVEREST MANAGEMENT, LLC Letterhead]
- --------------------------------------------------------------------------------
June 26, 1998
To the Holders of Limited Partnership Interests in
REAL ESTATE ASSOCIATES LTD. V
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Real Estate Associates Ltd. V (the "Partnership") for
cash in the amount of $150 per Unit (which amount will be reduced by any cash
distributions made to you by the Partnership after May 31, 1998 and any transfer
fees charged by the Partnership). Our offer provides you with an opportunity to
sell your Units now, without the costly commissions (typically up to 10% with a
minimum of $ 150-200) usually paid by the seller in secondary market sales.
OUR OFFER PRICE EXCEEDS BY $50 PER UNIT THE HIGHEST PRIOR OFFER TO
PURCHASE YOUR UNITS OF WHICH WE ARE AWARE.
THE PARTNERSHIP HAS MADE NO DISTRIBUTIONS FOR A NUMBER OF YEARS. We are
long-term investors and can wait for the properties to be sold. Your choice is
whether to stay in an investment that has not met your expectations, is MAKING
NO CURRENT DISTRIBUTIONS and continue to incur tax liability, or sell your
investment, receive $150 per Unit now and look for other investment
opportunities: You incurred taxable income of $47 per Unit in 1997; such tax
liability is likely to be the same or greater in 1998.
You may no longer wish to continue with your investment in the
Partnership for a number of other reasons, including:
- ELIMINATION OF TROUBLESOME K-1's AND FURTHER IRS AND STATE TAX FILING
REQUIREMENTS BEYOND THE 1998 TAX YEAR.
- Liquidity now. The Partnership was formed over 16 years ago, with an
original investment intent of potential capital gains on sale of the
property.
- Elimination of substantial annual fees for IRA or other pension plan
investors.
- Elimination of significant accounting fees for the preparation of K-1's.
- BECAUSE THERE ARE NO CURRENT DISTRIBUTIONS, IT IS PROBABLY COSTING YOU
MONEY EACH YEAR TO HOLD THIS INVESTMENT.
<PAGE> 2
We are an investment company which buys units in dozens of
under-performing limited partnerships and ARE NOT AFFILIATED WITH THE
PARTNERSHIP OR THE GENERAL PARTNER. We are a tax exempt investor which does not
suffer from the phantom income generated by this Partnership. To date, over
20,000 limited partners nationwide in over 200 limited partnerships have chosen
to sell their partnership units to us. This has made Everest a leading and
reliable choice for limited partnership investors seeking a time-efficient and
cost-efficient liquidity option, which generally does not otherwise exist.
Our offer is limited to only 234 (3%) of the 7,808 outstanding Units. If
we were to acquire more than this amount, the administrative costs of our offer
would become burdensome.
WE WILL ACCEPT FOR PURCHASE PROPERLY DOCUMENTED UNITS ON A
"FIRST-RECEIVED, FIRST-BUY" BASIS. You will be paid promptly following
confirmation by the Partnership of a valid transfer. We are seeking to acquire
Units for Investment purposes only. All investors who tender their Units will
receive no further distributions from the Partnership, including any
distribution on any liquidation of the Partnership's assets. We suggest that you
contact your tax advisor to determine your particular tax consequences from a
sale and your financial advisor regarding secondary market sale opportunities.
All tenders of Units will be irrevocable and may not be rescinded or withdrawn.
AN AGREEMENT OF TRANSFER IS ENCLOSED WHICH YOU CAN USE TO ACCEPT OUR
OFFER. Please execute this document and return it (together with the original
Partnership certificate, if available) in the enclosed envelope. We encourage
you to act immediately if you are interested in accepting our offer, since only
a limited number of Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON JULY 31, 1998.
Please call us at (800) 611-4613 if you have any questions.
Very truly yours,
EVEREST MANAGEMENT, LLC
<PAGE> 3
AGREEMENT of TRANSFER
REAL ESTATE ASSOCIATES LTD. V
The undersigned (the "Seller") sells, and directs any custodian or
trustee to sell, to Everest Management, LLC. a California limited liability
company, or its nominee (the "Purchaser"), all of the Seller's interest in
limited partnership units (the "Units") in Real Estate Associates Ltd. V, a
California limited partnership (the "Partnership"), for $150 per Unit (which
amount will be reduced by any distributions made to Seller by the Partnership
after May 31, 1998, and all transfer fees charged by the Partnership).
The Seller appoints the Purchaser (without posting of a bond) as the
attorney-in-fact of the Seller with respect to such Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to transfer ownership of such Units on the
Partnership's books to the Purchaser, to change the address of record of such
Units prior to or after completion of such transfer, to execute and deliver lost
certificate indemnities and all other transfer documents, to direct any
custodian or trustee holding record title to the Units to do any of the
foregoing, including the execution and delivery of a copy of this Agreement of
Transfer, and upon payment by the Purchaser of the purchase price, to receive
all benefits and cash distributions, endorse Partnership checks payable to
Seller and otherwise exercise all rights (including voting rights) of beneficial
ownership of such Units.
The Seller represents to the Purchaser that the Seller owns such Units
and has full authority to validly sell such Units to the Purchaser, and that
when any such Units are accepted for payment by the Purchaser, the Purchaser
will acquire, unrestricted and unencumbered title thereto.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the Seller. THIS AGREEMENT IS IRREVOCABLE AND MAY NOT BE WITHDRAWN OR
RESCINDED. Payment by the Purchaser is conditioned upon confirmation of the
transfer of the Units to the Purchaser by the Partnership.
The Seller also agrees to execute and deliver any additional documents
requested by the Purchaser to complete the purchase of such Units and to deliver
to the Purchaser all checks or distributions from the Partnership received by
the Seller after May 31, 1998, to the extent not deducted from the price paid by
the Purchaser. This Agreement of Transfer shall be interpreted under and
governed by the laws of the State of California.
The Seller certifies, under penalties of perjury, that (1) the number
shown below on this form as the Seller's Taxpayer Identification Number is
correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding.
<PAGE> 4
The Seller also certifies, under penalties of perjury, that the Seller,
if an individual, is not a nonresident alien for purposes of U.S. income
taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations). The Seller understands that
this certification may be disclosed to the IRS by the Purchaser and that any
false statements contained herein could be punished by fine, imprisonment, or
both.
Upon completion and recording of the transfer of the Units to the
Purchaser, the Purchaser accepts all of the terms and conditions of the
Partnership Agreement. The Seller requests that the Purchaser become a
substitute limited partner of the Partnership.
Date:_____________________, 1998
________________ALL_________________ _______________________________________
[SPECIFY NUMBER OF UNITS YOU WISH TO [Signature of Owner]
SELL, IF LESS THAN ALL]
____________________________________ _______________________________________
[Your Telephone Number] [Signature of Co-Owner]
____________________________________ EVEREST-MANAGEMENT, LLC
[Your Social Security or Taxpayer ID Number] 199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
(800) 611-4613
FAX (626) 585-5929
____________________________________
[Name of IRA Custodian, if applicable]
Real Estate Associates Ltd. V
ACCEPTED:
EVEREST MANAGEMENT, LLC
By: Everest Properties II, LLC, Manager
By: _________________________________
Its Authorized Representative
TOY FAMILY TRUST DATED 11/30/94
DAVID AND PATRICIA TOY, TTEES
2445 FEDERAL AVE
LOS ANGELES CA 90064-2914 2
<PAGE> 5
INSTRUCTIONS
Beneficial Owner of Record Should:
1. Sign the Agreement.
2. Indicate the Number of Units Owned, if not correctly indicated in the bottom
right-hand corner.
3. Fill in Telephone Number, Social Security, or Tax ID Number.
4. Return the Agreement in the envelope provided.
If Owned Jointly:
1. Joint owner should sign, as well.
2. If Joint owner is deceased and units have not been reregistered, owner should
send:
- A copy of the Death Certificate
If Units have been Inherited or are owned by an Estate:
Executor should submit:
- A copy of the Death Certificate
- Letter of Testamentary or Will showing your beneficial ownership or
executor capacity.
If Units are held in an IRA Account:
Beneficial Owner should sign; we will then work with the IRA Custodian to
complete the transfer.
The funds will also be forwarded directly into your IRA Account.
Include the Name of the IRA Custodian on the Agreement of Transfer.
If Units are held in a Trust, Profit Sharing or Pension Plan:
Please provide first, last, and other applicable pages of the Trust
Agreement showing authorized signatory.
If Units are held by a Corporation:
Corporate resolutions required showing authorized signatory.
IF AVAILABLE SEND IN THE ORIGINAL LIMITED PARTNER CERTIFICATE.
SIGNATURES DO NOT NEED TO BE NOTARIZED.
<PAGE> 1
[REAL ESTATE ASSOCIATES LIMITED V LETTERHEAD]
July 8, 1998
RE: REAL ESTATE ASSOCIATES LIMITED V
Dear Investor:
Several partners have called or written us to tell us that they have
received an unsolicited tender offer to buy their interests in Real Estate
Associates Limited V ("REAL V"). The buyer, Everest Management LLC, is offering
$150 per $5,000 unit for up to 3% of the outstanding units.
The General Partners are unable to value the interests because of a
lack of a market for them, and therefore cannot comment on the fairness of
Everest Management LLC's offer. Limited Partners should also be aware that a
sale of their interests in REAL V will have tax consequences that should be
evaluated in consultation with each Limited Partner's own tax advisor.
In addition, the General Partners of REAL V expect to solicit the
consent of the Limited Partners to a proposed transaction pursuant to which
substantially all of the properties in which REAL V has invested will be sold to
a real estate investment trust (the "REIT") to be organized by affiliates of the
General Partners of REAL V. Proxy materials have been filed with the Securities
and Exchange Commission and solicitation of consents is not expected to commence
until the third quarter of 1998. If the REIT transaction is consummated, Limited
Partners will receive distributions of net sales proceeds of approximately $523
per unit. It should be noted that the REIT transaction will be subject to a
number of conditions in addition to approval by the Limited Partners of REAL V,
including completion of a proposed private placement of shares of the REIT.
Accordingly, there can be no assurance that the proposed purchases by the REIT
of the Limited Partners' interests in REAL V will be consummated or that, if
consummated, will be on the currently proposed terms.
Most of the limited partners have negative capital account balances
with respect to their interests in REAL V, and, as written to you previously,
the negative capital account balance for a $5,000 investor, on average, at the
end of December 1997 was approximately $7,900. This means that an original
investor who sold his unit at December 31, 1997 would recognize gain from the
sale of his REAL V interest in the amount equal to approximately $8,050 (the
$7,900 negative capital account balance plus the $150 sales price). This gain
would be "passive" and would be offset by passive losses which such investor may
have from REAL V (suspended from prior years) or other sources. Unless a limited
partner has suspended or current losses available, a substantial portion of the
gain would still be subject to tax liability.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF SUCH A SALE ON
YOUR OWN PARTICULAR SITUATION.
[LOGO]
CORPORATE GENERAL PARTNER: National Partnership Investments Corp.
<PAGE> 2
Page 2
REAL V
The General Partners urge each investor to carefully consider the
foregoing information before tendering his or her Units to Everest Management
LLC. Although the offer letter states that investors cannot withdraw Units which
may already have been tendered, you should consult with your attorney to
determine if this requirement is enforceable should you wish to reconsider your
decision to tender.
Sincerely,
National Partnership Investments Corp.
/s/ CHARLES BOXENBAUM /s/ BRUCE E. NELSON
- ------------------------ ------------------------
Charles H. Boxenbaum Bruce E. Nelson
Chairman of the Board President
