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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): November 26, 1996
REAL-EQUITY PARTNERS
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(Exact name of Registrant as specified in charter)
California 2-82765 95-3881219
- ---------------- ---------------------- ---------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9090 Wilshire Boulevard
Suite 210
Beverly Hills, California 90211
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Address of Principal Executive Offices
Registrant's telephone number, including area code: 310/278-2191
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ITEM 5. OTHER EVENTS.
The Registrant recently became aware through several of its
Limited Partners that an entity identified as Everest Investors 3, LLC
("Everest") was apparently conducting a tender offer for Units in the
Registrant pursuant to an undated "Offer to Purchase Limited Partnership
Interests." Registrant has no further information about this "Offer" or
Everest. Shortly after confirming that Limited Partners were receiving the
"Offer," the General Partners on behalf of the Registrant, responded to the
"Offer" in Registrant's Semi-Annual Report mailed to the Limited Partners on or
about November 18, 1996.
After mentioning the "Offer," the Corporate General Partner
made the following statements:
"The offered purchase price was $200 per $1,000 Registrant
unit and represented only 32.2% of the $622 per unit Net Asset Value
as of December 31, 1995, as reflected in the independent appraised
value of the [Registrant's] properties. Additionally, [the Corporate
General Partner] has been informed that prices in the informal market
have ranged from $50 to $330 per unit over the year and these trades
usually represent distress sales, the absence of liquidity, and
certain transfer costs to investors. Accordingly, the Corporate
General Partner does not believe that this reported offer appears to
reflect the full value of the limited partnership interests.
"Any limited partner who sells his or her limited partnership
interest pursuant to such unsolicited offers, and who acquired such
interests in the original offering by the [Registrant], is expected to
recognize taxable gain in an amount generally equal to the excess of
the sales price of such interest over the tax basis. Any investor who
acquired his interest after the original offering may have a gain or
loss, depending upon the price paid for such interest. Each investor
must consult with his or her tax advisor regarding the amount and
character of any such gain or loss."
EXHIBIT
The following exhibit is attached to this Current Report and thereby
made a part thereof:
1. Copy of the "Offer to Purchase Limited Partnership
Interest" documents as received from Registrant's
Limited Partners.
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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: November 26, 1996
REAL-EQUITY PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
BY: NATIONAL PARTNERSHIP
INVESTMENTS CORP.,
A CALIFORNIA CORPORATION,
ITS GENERAL PARTNER
BY: SHAWN HORWITZ
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ITS: Chief Financial
Officer
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REAL EQUITY PARTNERS
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 Equity Partners (the "Partnership") for cash in
the amount of $200 per Unit (which amount will be reduced by any cash
distributions made to you by the Partnership after September 30, 1996 and any
Partnership transfer fees). Our offer provides you with an opportunity to sell
your Units now, without the costly commission costs (typically 10%) usually
paid by the seller in secondary market sales. OUR OFFER EXCEEDS BY OVER 26%
($42) THE AVERAGE NET PROCEEDS FROM SECONDARY MARKET SALES MOST RECENTLY
REPORTED IN PARTNERSHIP SPECTRUM.
You may no longer wish to continue with your investment in the
Partnership for a number of other reasons, including:
o You have been in this investment for over 12 years. Investors
may have a more immediate or better use for the cash tied-up
in this investment;
o There are significant holding costs associated with a small
investment; typically, an investor pays an accountant about
$140 annually for the preparation of K-1's. If you are one of
these investors, you may have paid over $1,500 for the
preparation of taxes for this investment. In addition, you may
have incurred the cost of filing state tax returns in the
states in which the Partnership owns properties;
o If the Units are held in an IRA account, investors should
consider the annual maintenance fees charged for the account
and how this fee charged for the account and how this fee
compares to the level of distributions being received; and
o Investors may have a general disenchantment with real estate
investments, particularly in limited partnerships.
Our offer is limited to only 1,470 (4.9%) of the 30,000 outstanding
Units. If we were to acquire more than this amount, the administrative costs
of our offer would become burdensome. WE AGAIN ENCOURAGE YOU TO ACT
IMMEDIATELY IF YOU ARE INTERESTED IN ACCEPTING OUR OFFER, SINCE ONLY A LIMITED
NUMBER OF UNITS WILL BE PURCHASED.
We will accept for purchase property 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. All tenders of Units will be irrevocable and may
not be rescinded or withdrawn.
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The purchase offer of $200 per Unit has been determined solely at the
discretion of Everest and does not necessarily represent the fair market value
of each Unit. Limited partners who choose not to sell their Units may receive
either more or less than $200 for each Unit at a future liquidation of the
Partnership.
We are a specialized real estate investment company which is not
affiliated with the Partnership or the general partner. We are seeking to
acquire Units for investment purposes only.
An Agreement of Transfer is enclosed which you can use to accept our
offer. Please execute this document and return it in the enclosed envelope.
OUR OFFER WILL EXPIRE AT 5:00 PM ON NOVEMBER 4, 1996.
Please call us at (800) 611-4613 if you have any questions.
Very truly yours,
Everest Investors 3, LLC
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AGREEMENT of TRANSFER
For Limited Partnership Interests
of
REAL EQUITY PARTNERS
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 self, assign, transfer, convey
and deliver (the "Transfer") to Everest Investors 3, LLC, a California limited
liability company (the "Purchaser"), all of the seller's right, title and
interest in limited partnership units (the "Units") in Real Equity Partners, a
California limited partnership (the "Partnership"), for $200 per Unit, net to
the Seller in cash, which amount shall be reduced by any distributions made to
Seller by the Partnership after September 30, 1996 (the "Record Date") and any
Partnership transfer fees.
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"), and all certificates
evidencing the same, and Seller agrees immediately to endorse and deliver to
Purchaser all distribution checks received from the Partnership after the
Record Date. 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, to execute and deliver lost certificate
indemnities, 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 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
require 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, such
Units will not be subject to any adverse claim, and this assignment is made in
accordance with applicable laws and regulations. If the undersigned is signing
on behalf of an entity, the undersigned declares that he has authority to sign
this document on behalf of the entity. 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.
All authority herein conferred or agreed to be conferred shall survive
that death or incapacity of 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.
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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 hereby 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.
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.
Date: __________, 1996
___________ALL________________________ ______________________________
[Specify Number of Units Tendered, [Signature of Owner]
If Less Than All]
______________________________________ ______________________________
[Your Telephone Number] [Signature of Co-Owner]
______________________________________
[Your Social Security or Taxpayer ID Number]
EVEREST INVESTORS 3, LLC
3280 E. Foothill Blvd., Suite 320
Pasadena, CA 91107
_____________________________________
[Name of IRA Custodian, if applicable (800) 611-4613
FAX (818) 585-5929
REAL EQUITY PARTNERS
EVEREST INVESTORS 3, LLC
By: Everest Properties, LLC, Manager
By: ___________________________
Its Authorized Representative
RITA GOLD
PAINEWEBBER INC.
1125 REXFORD DR
7
LOS ANGELES, CA 90036-1236
UNITS OWNED: 6
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