SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
............................Real-Equity Partners...............................
(Name of registrant as specified in its charter)
...............................................................................
(Name of person(s) filing proxy statement if other than the registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
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paid previously. Identify the previous filing by registration statement
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1) Amount Previously Paid:
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4) Date Filed:
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REAL-EQUITY PARTNERS
9090 Wilshire Boulevard
Beverly Hills, California 90211
January 13, 1999
IMPORTANT REMINDER
DEAR UNITHOLDER:
Your vote has not yet been received in the consent solicitation regarding the
sale of the five real estate properties owned by REAL-Equity Partners to JH Real
Estate Partners, Inc. and American Apartment Communities III, L.P. Your vote is
important. If you have not already done so, we urge you to sign and date the
enclosed consent card and return it today.
You may mail your consent in the enclosed postage paid envelope or fax your vote
back to the partnership's transfer agent and tabulator, Gemisys, at (303)
705-6171.
Several points to bear in mind when reviewing the consent materials:
o As detailed in the Consent Solicitation Statement previously sent to you,
the Sale is expected to result in a $557 cash distribution to the Limited
Partners. If a Limited Partner has not used any of the passive activity
losses allocated to such Limited Partner, such Limited Partner is expected
to realize a net distribution of $520 per unit in excess of any federal
and state taxes, subject to certain assumptions. If a Limited Partner has
no suspended losses to carry forward, such Limited Partner is expected to
realize a net distribution $388 per Unit. The Limited Partners are
encouraged to discuss the consequences of consenting to the Sale with
their own tax advisors.
o Robert A. Stanger & Co., Inc. an independent, nationally recognized real
estate investment banking firm, has concluded, subject to the assumptions,
qualifications and limitations contained in its opinion and detailed in
the Consent Solicitation Statement, that the Purchase Price is fair from a
financial point of view to the Limited Partners.
o The Managing General Partner believes that the Purchase Price for the
Properties is fair to the Limited Partners and, based on its experience in
the real estate industry, believes that it represents a higher price than
the Partnership would be likely to receive in the current real estate
market.
Complete information regarding the sale of the Properties is contained in the
Consent Solicitation
<PAGE>
Statement previously sent to you. If you need another copy of the Consent
Solicitation Statement or have any questions, please contact MacKenzie Partners,
Inc., which is assisting us with the solicitation of consents, at (800) 322-2885
toll-free or (212) 929-5500 collect.
Very truly yours,
National Partnership Investments Corp.
