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. 4
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.
Amount Previously Paid: $314.00
Form or Registration No: Schedule 13E-3
Filing Party: Real Estate Associates Limited V
Date Filed: January 23, 1998
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677188.5
This Rule 13e-3 Transaction Statement (the "Statement") relates to the
proposed sale of substantially all of the interests of Real Estate Associates
Limited V, a California limited partnership (the "Partnership"), in the real
estate assets of nineteen limited partnerships in which the Partnership holds a
limited partnership interest, to a real estate investment trust or its
designated affiliate (the "REIT") to be organized by Casden Properties, a
California general partnership, and certain of its affiliates.
The General Partners of the Partnership are National Partnership
Investments Corp., a California corporation ("NAPICO"), and National Partnership
Investments Associates II, a California limited partnership ("NPIA"). NAPICO is
a wholly-owned subsidiary of Casden Investment Corporation, the sole director
and stockholder of which is Mr. Alan I. Casden. The current members of NAPICO's
board of directors are Charles H. Boxenbaum, Bruce E. Nelson, Henry C. Casden
and Alan I. Casden, each of whom is expected to become an officer and
shareholder of the REIT. Alan I. Casden is the general partner of Casden
Properties.
A preliminary consent solicitation statement (the "Consent Solicitation
Statement") with regard to the proposed sale has been filed with the Securities
and Exchange Commission contemporaneously herewith. The Consent Solicitation
Statement is attached hereto as Exhibit (d).
The following Cross Reference Sheet is supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Consent
Solicitation Statement of the information required to be included in response to
the items of this Statement. The information in the Consent Solicitation
Statement, a copy of which is attached hereto as Exhibit (d), is hereby
expressly incorporated herein by reference in answer to the items in this
Statement, and the Cross Reference Sheet set forth below shows the location in
the Consent Solicitation Statement of the information required to be included in
response to the items of this Statement. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Consent
Solicitation Statement. The Consent Solicitation Statement will be completed
and, if appropriate, amended, prior to the time it is first sent or given to
limited partners of the Partnership. This Statement will be amended to reflect
such completion or amendment of the Consent Solicitation Statement.
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Cross Reference Sheet
Item of Schedule 13E-3 Location in Consent Solicitation Statement
- - - ---------------------- ------------------------------------------
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) and (b) Outside Front Cover Page, "SUMMARY OF
CONSENT SOLICITATION STATEMENT -- The
Partnership," "THE PARTNERSHIP --
General," "-- Market for Partnership
Interests and Related Security Holder
Matters."
(c) and (d) "The PARTNERSHIP -- Market for Partnership
Interests and Related Security Holder
Matters" and "-- Distribution History."
(e) Not Applicable.
(f) Not Applicable.
Item 2. Identity and Background.
This statement is being filed by the issuer and certain affiliates of
the issuer named in (b) below.
(a) "SUMMARY OF CONSENT SOLICITATION STATEMENT
-- The Partnership" and "THE PARTNERSHIP
-- General."
(b) Alan J. Casden
Chairman
Casden Properties Inc.
9090 Wilshire Boulevard, 3rd Floor
Beverly Hills, CA 90211
Henry C. Casden
President
Casden Properties Inc.
9090 Wilshire Boulevard, 3rd Floor
Beverly Hills, CA 90211
National Partnership Investments Corp.,
a California corporation
9090 Wilshire Boulevard, Suite 201
Beverly Hills, CA 90211
Casden Investment Corporation,
a California corporation
9090 Wilshire Boulevard
Beverly Hills, CA 90211
Charles H. Boxenbaum
9090 Wilshire Boulevard
Beverly Hills, CA 90211
Bruce E. Nelson
9090 Wilshire Boulevard
Beverly Hills, CA 90211
(c)-(d) "SUMMARY OF CONSENT SOLICITATION STATEMENT
-- The Partnership" and "THE PARTNERSHIP
-- General."
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677188.5
(e)-(f) During the past five years, neither the
Partnership nor any of the filing
persons has been (i) convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors) or
(ii) is a party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction, and, as a
result of such proceeding, was or is
subject to a judgment, decree or final
order enjoining further violation of, or
prohibiting activities subject to,
federal or state securities laws or
finding any violation of such laws,
except as set forth under
"LEGAL PROCEEDINGS."
(g) All relevant persons are citizens of the
United States of America.
Item 3. Past Contracts, Transactions or Negotiations.
(a) Not Applicable.
(b) "The PARTNERSHIP -- Conflicts of Interest."
Item 4. Terms of the Transaction.
(a) and (b) Outside Front Cover Page, "SUMMARY OF
CONSENT SOLICITATION STATEMENT -- The
Sale," "-- Conflicts of Interest," and
"THE SALE."
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) Outside Front Cover Page, "SUMMARY OF
CONSENT SOLICITATION STATEMENT -- The
Sale," "-- Conflicts of Interest," and
"THE SALE."
Item 6. Source and Amount of Funds or Other Consideration.
(a) "SUMMARY OF CONSENT SOLICITATION STATEMENT
-- The Sale" and "THE SALE -Source of
Funds."
(b) "THE SALE -- Transaction Costs."
(c)-(d) Not Applicable.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Outside Front Cover Page, "SUMMARY OF
CONSENT SOLICITATION STATEMENT -- The
Sale," "-- Potential Benefits of the
Sale," "-- Potential Adverse Effects of
the Sale," "THE SALE," "CONFLICTS OF
INTEREST" and "FEDERAL INCOME TAX
CONSEQUENCES." Each filing person has
adopted the analysis of NAPICO, as
managing general partner of the
Partnership, with respect to the purposes
for the Rule 13e-3 transaction, as set
forth in the above sections.
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677188.5
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(b) Outside Front Cover Page, "SUMMARY OF
CONSENT SOLICITATION STATEMENT -- The
Sale," "-- Potential Benefits of the
Sale," "-- Potential Adverse Effects of
the Sale," "THE SALE," "CONFLICTS OF
INTEREST" and "FEDERAL INCOME TAX
CONSEQUENCES." Each filing person has
adopted the analysis of NAPICO, as
managing general partner of the
Partnership, with respect to alternatives
and the reasons that alternative
transactions considered were rejected, as
set forth in the above-referenced
sections.
(c)-(d) Outside Front Cover Page,
"SUMMARY OF CONSENT SOLICITATION
STATEMENT-- The Sale," "--Potential
Benefits of the Sale," "--Potential
Adverse Effects of the Sale," "THE SALE,"
"CONFLICTS OF INTEREST" and "FEDERAL
INCOME TAX CONSEQUENCES." Each filing
person has adopted the analysis of NAPICO,
as managing general partner of the
Partnership with respect to the reasons
for the structure of the Rule 13e-3
transaction and the reasons for
undertaking the transaction at this time.
Additionally, each filing person has
adopted the description provided by
NAPICO, as managing general partner of the
Partnership, with respect to the effects
(including the federal tax consequences)
of the Rule 13e-3 transaction on the
Partnership, its affiliates and other
security holders, as set forth in the
above-referenced sections.
Item 8. Fairness of the Transaction.
(a) "SUMMARY OF CONSENT SOLICITATION STATEMENT
-- Potential Benefits of the Sale," "--
Potential Adverse Effects of the Sale,"
"-- Third Party Opinion," "--
Recommendations of the General Partners,"
"-- Conflicts of Interest" and "THE SALE
-- Fairness Opinion." Each filing person
reasonably believes that the Rule 13e-3
transaction is fair to unaffiliated
security holders. Each filing person has
adopted the analysis of NAPICO, as
managing general partner of the
Partnership with respect to the fairness
of the transaction to the limited partners
as set forth in the above-referenced
sections.
(b)-(f) "SUMMARY OF CONSENT SOLICITATION
STATEMENT-- Potential Benefits of the
Sale," "--Potential Adverse Effects of the
Sale," "--Third Party Opinion,"
"--Recommendations of the General
Partners," "--Conflicts of Interest" and
"THE SALE-- Fairness Opinion." Each filing
has adopted the analysis of NAPICO, as
managing general partner of the
Partnership with respect to the material
factors upon which the belief stated in
Item 8(a) is based, as described in the
above-referenced sections.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) "SUMMARY OF CONSENT SOLICITATION STATEMENT
-- Potential Benefits of the Sale," "--
Potential Adverse Effects of the Sale,"
"-- Third Party Opinion," "--
Recommendations of the General Partners,"
"-- Conflicts of Interest" and "THE SALE
-- Fairness Opinion."
Item 10. Interest in Securities of the Issuer.
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677188.5
(a) "THE PARTNERSHIP--Market for Partnership
Interests and Related Security Holder
Matters."
(b) Not Applicable.
Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
"SUMMARY OF CONSENT SOLICITATION STATEMENT
-- Conflicts of Interest" and "CONFLICTS
OF INTEREST."
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a)-(b) "SUMMARY OF THE CONSENT SOLICITATION
STATEMENT -- Recommendation of the General
Partners," "THE SALE -- Recommendation of
the General Partners" and "-- Fairness
Opinion."
Item 13. Other Provisions of the Transaction.
Outside Front Cover Page, "SUMMARY OF
CONSENT SOLICITATION STATEMENT -Potential
Adverse Effects of the Sale" and "LIMITED
PARTNERS CONSENT PROCEDURE -- No
Dissenters Rights of Appraisal."
(b)-(c) Not Applicable.
Item 14. Financial Information.
(a) "SELECTED FINANCIAL INFORMATION",
"INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE" and Annex B to Proxy Statement.
(b) Not Applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) "SUMMARY OF CONSENT SOLICITATION STATEMENT
-- Conflicts of Interest" and "CONFLICTS
OF INTEREST."
Item 16. Additional Information.
(a) Not Applicable.
Item 17. Material to be filed as Exhibits.
(a) Not Applicable.
(b) Fairness Opinion of Robert A. Stanger &
Co., Inc. (attached as Annex A to Exhibit
(d)).
(c) Not Applicable.
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(d) Preliminary copies of each of the Consent
Solicitation Statement, Letter to Limited
Partners and Form of Consent.
(e) Not Applicable.
(f) Not Applicable.
677188.5
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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: May 27, 1998
REAL ESTATE ASSOCIATES LIMITED V
By Its General Partners
NATIONAL PARTNERSHIP INVESTMENTS CORP.
By: /s/ Bruce E. Nelson
-------------------
Bruce E. Nelson
President
NATIONAL PARTNERSHIP INVESTMENTS CORP.
By: /s/ Bruce E. Nelson
-------------------
Bruce E. Nelson
President
CASDEN INVESTMENT CORPORATION
By: /s/ Alan I, Casden
-------------------
Alan I. Casden
President
/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
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Exhibit (d)(1)
- - - --------
(1) Previously filed.
