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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): March 9, 1998
REAL EQUITY PARTNERS
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(Exact name of Registrant as specified in charter)
California 2-82765 95-3784125
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9090 Wilshire Boulevard
Suite 201
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 Riley Bower Equities 2, LLC was apparently
conducting a tender offer for units in the Registrant pursuant to an offer dated
March 9, 1998. Registrant has no further information about this offer or Riley
Bower Equities 2, LLC. A copy of the offer is attached hereto as an exhibit.
EXHIBITS
The following exhibits are attached to this Current Report and thereby
made a part thereof:
1. Copy of the "Offer to Purchase" 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: July 13, 1998
REAL EQUITIES PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
BY: NATIONAL PARTNERSHIP INVESTMENTS CORP.,
A CALIFORNIA CORPORATION,
ITS GENERAL PARTNER
BY: /s/ Bruce E. Nelson
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ITS: President
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RILEY BOWER EQUITIES 2, LLC
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2699 White Rd., Suite 255; Irvine, CA 92714
888-622-1144 extension 22 Fax: 714-660-0632
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To the Holders of Limited Partnership Interests in March 9, 1998
REAL EQUITY PARTNERS
Dear Investor,
We are offering you an opportunity to sell your limited partnership interest in
Units (the "Units") in REAL EQUITY PARTNERS, a California limited partnership
(the "Partnership") for cash in the amount of $300.00 (THREE HUNDRED DOLLARS)
PER UNIT, less transfer fee and any distributions made subsequent to the date of
this letter.
The following are several reasons why you may wish to sell:
o HIGHER THAN SECONDARY MARKET: According to the Partnership Spectrum, the
average price paid for this Partnership per unit in the most recent
reporting period was $256.67. OUR OFFER IS MORE THAN AN 18% PREMIUM,
BEFORE THE ADDED SAVINGS OF A COMMISSION FREE SALE.
o CASH RESERVES REDUCED BY MORE THAN $830,000.00: In February 1997, The
Partnership paid the General Partner $834,188.00 for deferred
distributions (the GP was allocated 10 percent of "cash available for
distribution" and had been deferring this distribution for several years).
This reduced the Partnership's cash reserves significantly.
o OUR PAPERWORK IS EASY: Simply sign and complete the rest of the
information on the back of the enclosed Agreement of Transfer and
Assignment and mail back to us in the enclosed envelope. NO NOTARY OR
SIGNATURE GUARANTEE IS REQUIRED.
o TWO PROPERTIES HAVE BEEN FORECLOSED: The Partnership has had two of its
original seven properties foreclosed on, one in 1993 and one in 1996.
o NO COMMISSIONS OR FUTURE K-1S: Our offer is a net price to you, without
the commissions and costs typically associated with third party sales.
Additionally, the sale will result in the elimination of the expense of
your filing a partnership K-1 in future years.
Our offer is limited to approximately 1,000 units. We will pay for all
Partnership transfer fees and costs. We are an investment group not affiliated
with the General Partner. However, it should be noted that we feel the General
Partner is competent and carrying out their fiduciary responsibilities.
An Agreement of Transfer is enclosed which you can use to accept our offer. YOU
ARE ONLY REQUIRED TO SIGN AND PRINT YOUR NAME AND COMPLETE THE REST OF THE
INFORMATION ON THE REVERSE SIDE OF THE AGREEMENT, AND RETURN TO OUR OFFICES IN
THE ENCLOSED ENVELOPE. (If your investment is in an IRA account, we will obtain
your Custodian's signature after you have returned the completed and signed
Agreement). Our offer will expire at 5:00 p.m. on Friday, July 18th, 1997;
however, we may extend our offer at our discretion. Please call toll free
888-622-1144, extension 22, if you have any questions.
Sincerely,
Riley Bower Equities 2, LLC.
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AGREEMENT OF TRANSFER & ASSIGNMENT
For Limited Partnership Interests in
REAL EQUITY PARTNERS
1. ASSIGNMENT OF AND CONSIDERATION FOR THE UNITS
Subject to and effective upon acceptance for payment, the undersigned
(the "Seller") hereby sells, assigns, transfers, conveys and delivers (the
"Transfer") to Riley Bower Equities 2, LLC, a California limited liability
company or Assignee (the "Purchaser"), all of the Seller's right, title and
interest in Real Equity Partners, a limited partnership (the "Partnership") for
a total consideration of $300.00 (THREE HUNDRED DOLLARS) PER UNIT, less transfer
fee and any distributions made subsequent to March 9, 1998, net to the Seller in
cash. Such Transfer shall include, without limitation, all right 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
purchased Units under the Partnership's Certificate and Agreement of Limited
Partnership, as amended (the "Partnership Agreement").
2. SPECIAL POWER OF ATTORNEY
The Seller hereby irrevocably constitutes and appoints the Purchaser,
James S. Riley and E. Frank Bower, or any of them, as the true and lawful agent
and special attorneys-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). The Power of Attorney shall include
without limitation, (1) the right to vote, inspect Partnership books and
records, (2) 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 Seller, (3) the right 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; and (4) the
right after the Effective Date defined below to receive all benefits and cash
distributions, endorse Partnership checks payable to Purchaser and otherwise
exercise all rights of beneficial ownership of such Units. The Purchaser shall
not be required to post a bond of any nature in connection with this power of
attorney.
3. EFFECTIVE DATE OF ASSIGNMENT; ALLOCATION OF DISTRIBUTIONS
The Seller agrees that from and after the "Effective Date", defined as
March 9, 1998, that the Purchaser shall be entitled to all distributions made by
the Partnership with respect to the units, including any distributions
attributable to periods or events occurring prior to the Effective Date but not
yet distributed. This right also includes the rights to any benefits which may
accrue as a result of any litigation or settlement which involves this
partnership. Should the Seller receive any distribution by the Partnership from
or after the Effective date, the Seller agrees to duly endorse the check or
checks representing such distribution payable to order of the Purchaser, and to
transmit such check or checks to the Purchaser within two days of it's or their
receipt by the Seller.
4. SELLER'S REPRESENTATIONS AND WARRANTIES
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. If the undersigned is signing on behalf of
any 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.
The Seller hereby certifies, under penalties of perjury, that (1) the number
shown below on this form as the Seller's Taxpayer Identification Number (or
Social Security 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 dividend, or the IRS
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has notified Seller that Seller is no longer subject to back up 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 Regulation). The Seller understands that this certification
may be disclosed to the IRS by the Purchaser and that any false statement
contained herein could be punished by fine, imprisonment, or both.
5. SURVIVABILITY
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the Seller and any obligations of the Seller shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned.
6. FURTHER RESPONSIBILITIES
Upon request, the Seller will execute and deliver any additional
documents deemed by the Purchaser or the General Partner to be necessary or
desirable to complete the assignment, transfer and purchase of such Units and
the rights of the Unit holders of the Partnership, including a Grant of Proxy to
the Purchaser to exercise all votes and other rights of the Seller.
THIS AGREEMENT IS IRREVOCABLE AND MAY NOT BE WITHDRAWN OR RESCINDED.
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TRANSFEROR: Date: _________________________________
____________________________________________ ____________________________________________
[Name of Trust, Keough or other; [Specify Number of Units Tendered;
if an Individual(s), leave blank] Indicate "ALL" if Number Not Available]
____________________________________________ ____________________________________________
[Signature of Owner, Trustee or Custodian] [Your Telephone Number]
____________________________________________
[Print Name Above]
____________________________________________
[Sig. of Co-Owner,-Trustee,or-Cust.,if app.]
____________________________________________
[Print Name Above]
TRANSFEREE: Riley Bower Equities 2, LLC
2699 White Rd., Suite 255, Irvine, CA 92714
714-660-1144 ext 22; fax: 660 0632
Real Equity Partners
____________________________________________ ____________________________________________
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