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
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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>
NATIONAL PARTNERSHIP INVESTMENTS CORP.
9090 WILSHIRE BOULEVARD, #201
BEVERLY HILLS, CA 90211
September 18, 1998
Dear Unitholder:
On the reverse side you will find a copy of a recently-issued press release from
National Partnership Investments Corp. As you will note, the consent
solicitation period regarding the sale of properties in several limited
partnerships, originally scheduled to expire September 10, 1998, has been
extended until October 9, 1998 to provide sufficient time to allow more
Unitholders to vote.
In the next few days you will be receiving further information specific to the
partnership in which you are a unitholder. In the meantime, for your
convenience, we have enclosed a duplicate consent card. To be sure your vote is
represented, please sign, date and return this card as promptly as possible. The
proposed sale is fully described in the previously provided Consent Solicitation
Statement.
PLEASE RETURN YOUR SIGNED CONSENT FORM EITHER BY FACSIMILE TO 303-705-6171, OR
IN THE ENCLOSED ENVELOPE BEFORE OCTOBER 9, 1998.
Remember - your vote is important. Because approval of the 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.
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 Partnerships' consent solicitation agent, toll free at
800-322-2885 or collect at 212-929-5500.
Very truly yours,
National Partnership Investments Corp.
759064.1
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FOR IMMEDIATE RELEASE
Contact:
Pat Toy
National Partnership Investments
(800) 666-6274
Ellen A. Gulczynski
MacKenzie Partners, Inc.
(212) 929-5500
NATIONAL PARTNERSHIP INVESTMENTS CORP. EXTENDS
CONSENT SOLICITATION PERIOD FOR REAL ESTATE
ASSOCIATES LIMITED AND OTHER LIMITED PARTNERSHIPS
Beverly Hills, California - September 10, 1998 - National Partnership
Investments Corp. (NAPICO), the California-based managing general partner of
certain real estate limited partnerships, announced today the extension of eight
consent solicitation periods regarding the sale of properties held in the
following real estate limited partnerships:
Real Estate Associates Limited
Real Estate Associates Limited II
Real Estate Associates Limited III
Real Estate Associates Limited IV
Real Estate Associates Limited V
Real Estate Associates Limited VI
Real Estate Associates Limited VII
Housing Programs Limited
The consent solicitation periods scheduled to expire at 5:00 p.m., New York City
Time on Thursday, September 10, 1998, have been extended to 5:00 p.m. New York
City Time on Friday, October 9, 1998. The purpose of the extension is to ensure
that all of the limited partners have adequate time to respond to the consent
materials.
# # #
759073.1
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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: , 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
759039.1
