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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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
.........................Housing Programs Limited ..............................
(Name of registrant as specified in its charter)
................................................................................
(Name of person(s) filing proxy statement if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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1) Title of each class of securities to which transaction applies:
. . . . . . . . ..................................................
2) Aggregate number of securities to which transaction applies:
. . . . . . . . ..................................................
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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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Rule 0-11-(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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4) Date Filed:_____________________________________________________________
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HOUSING PROGRAMS LIMITED
9090 WILSHIRE BOULEVARD
BEVERLY HILLS, CALIFORNIA 90211
October 13, 1998
URGENT
PROMPT ACTION REQUESTED
Dear Limited Partner:
The Managing General Partner of Housing Programs Limited (the "Partnership") has
previously sent you material describing and seeking your consent to the proposed
sale of the interests of the Partnership in certain real estate properties. The
Managing General Partner believes that the sale is in your best interests and
urges you to vote in favor of the sale as soon as possible.
o The seven properties to be included in the proposed sale (the
"Properties") are subject to Housing Assistance Payments Contracts
under Section 8 of the United States Housing Act. Under recently passed
legislation, the mortgages on the Properties will be restructured,
which the Managing General Partner believes will result in the Limited
Partners recognizing cancellation of debt income, which is taxed as
ordinary income under the Internal Revenue Code.
o The Managing General Partner believes that by approving the proposed
sale as soon as possible, the Limited Partners will reduce their tax
exposure with respect to the Properties to be included in such sale. If
the proposed sale is not approved, there is a significant risk that the
Limited Partners will not only bear a greater tax burden, but will
receive no cash that can be used to pay a portion of such taxes.
o Certain of the real estate interests to be included in the proposed
sale are collateral for certain promissory notes that mature generally
in the next eighteen months. The Partnership does not have sufficient
cash reserves to pay these notes when they come due. Accordingly, it is
likely that on maturity, the holders of these notes will exercise their
rights under the notes and foreclose on the partnership interests. As a
result, the Partnership would no longer continue to hold these
partnership interests and the Limited Partners would not receive a cash
distribution in connection with their foreclosure. Limited Partners can
avoid foreclosure on certain of the Properties by approving the
proposed sale.
o The Partnership's investments in the Properties were initially
structured primarily to obtain tax benefits and not to provide cash
distributions. Most Limited Partners no longer realize any material tax
benefits from continuing to hold their interests in the Partnership.
o Disposing of the Properties at this time is in the best interests of
the Limited Partners and the Managing General Partner believes that the
proposed sale is the best way to accomplish this goal.
The terms of the proposed sale are addressed more completely in the Consent
Solicitation Statement previously sent to you.
<PAGE>
The consent solicitation period for the proposed sale, which was originally
scheduled to expire September 10, 1998, has been extended until October 30, 1998
to provide sufficient time for more Limited Partners to vote. For your
convenience, we have enclosed a duplicate consent form. Please sign, date and
return this card as promptly as possible.
PLEASE RETURN YOUR SIGNED CONSENT FORM TODAY EITHER BY FACSIMILE TO
310-275-3640, OR IN THE ENCLOSED ENVELOPE. YOUR VOTE IS IMPORTANT. PLEASE
DO NOT DELAY.
IN ORDER TO APPROVE THE SALE, THE LIMITED PARTNERS MUST VOTE IN FAVOR
OF EACH OF THE PROPOSALS.
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 Partnership's consent solicitation agent toll free at 800-322-2885
or collect at 212-929-5500.
Very truly yours,
National Partnership Investments Corp.
