-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OpxC+glxnoluR8mTZMtG7MvgrO4Er1+siBEtiDBoHUcunzbGFKD2mD2Dmn0yvDNy pscUzb2pNv1QTxlAME2eHA== 0000950142-99-000411.txt : 19990521 0000950142-99-000411.hdr.sgml : 19990521 ACCESSION NUMBER: 0000950142-99-000411 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990520 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KRUPP REALTY FUND LTD III CENTRAL INDEX KEY: 0000702117 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042763323 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3 SEC ACT: SEC FILE NUMBER: 005-46975 FILM NUMBER: 99631476 BUSINESS ADDRESS: STREET 1: C/O BERKSHIRE REALTY AFFILIATES STREET 2: 470 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232233 MAIL ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: C/O BERKSHIRE REALTY AFFILIATES CITY: BOSTON STATE: MA ZIP: 02210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRUPP FAMILY LIMITED PARTNERSHIP 94 CENTRAL INDEX KEY: 0001086325 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13E3 BUSINESS ADDRESS: STREET 1: ONE BEACON ST STREET 2: STE 1500 CITY: BOSTON STATE: MA ZIP: 02108 MAIL ADDRESS: STREET 1: ONE BEACON ST STREET 2: STE 1500 CITY: BOSTON STATE: MA ZIP: 02108 SC 13E3 1 SCHEDULE 13E-3 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 AND RULE 13E-3 (SS. 240.13E-3) THEREUNDER) AMENDMENT NO. 1 --------------------------- KRUPP REALTY FUND, LTD. - III (Name of Issuer) --------------------------- KRF3 ACQUISITION COMPANY, L.L.C. KRF COMPANY, L.L.C. THE KRUPP FAMILY LIMITED PARTNERSHIP - 94 (Name of Person(s) Filing Statement) --------------------------- LIMITED PARTNERSHIP UNITS (Title of Class of Securities) --------------------------- 501128 10 2 (CUSIP Number of Class of Securities) --------------------------- SCOTT D. SPELFOGEL, ESQ. THE BERKSHIRE GROUP ONE BEACON STREET BOSTON, MASSACHUSETTS 02108 (617) 574-8385 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) --------------------------- WITH COPIES TO: JAMES M. DUBIN, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019-6064 (212) 373-3000 This statement is filed in connection with (check appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to 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. [X] 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: [ ] --------------------------- CALCULATION OF FILING FEE Transaction Valuation: $13,750,000 Amount of filing fee: $2750.00 o Transaction valuation assumes the purchase of 25,000 units Krupp Realty Fund, Ltd. - III. at $550 in cash per Unit. The amount of the filing fee, calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, equals one fiftieth of one percentum of such transaction value. [X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET BY RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY EITHER A REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. Amount Previously Paid: $2750.00 Filing Parties: KRF3 Acquisition Company, L.L.C., KRF Company, L.L.C. and The Krupp Family Limited Partnership-94 Form or Registration No.: Schedule 14D-1 Date Filed: May 14, 1989 This Amendment No. 1, dated May 20, 1999 (the "Amendment"), to the Rule 13E-3 Transaction Statement originally filed with the Securities and Exchange Commission on May 14, 1999, attaches (a) information furnished to persons making oral solicitations on behalf of KRF 3 Acquisition Company, L.L.C., a Delaware limited liability company (the "Purchaser"), in connection with the Offer (as defined below) and (b) solicitation materials sent to holders of Units (as defined below) ("Unitholders") in connection with the Offer. This Amendment and the Rule 13E-3 Transaction Statement originally filed with the Securities and Exchange Commission on May 14, 1999 relate to a tender offer by the Purchaser, to purchase any and all outstanding investor limited partnership interests (the "Units") of Krupp Realty Fund, Ltd. - III, a limited partnership organized under the laws of Massachusetts, for $550 per Unit, in cash, less the aggregate amount of distributions per Unit, if any made after May 14, 1999, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Supplement to the Offer to Purchase, each dated as of May 14, 1999, and in the related Agreement of Assignment and Transfer (which together constitute the "Offer"). 2 ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. Item 17 of the Rule 13E-3 Transaction Statement is hereby amended and supplemented by adding the following exhibits thereto: EXHIBIT NO. DESCRIPTION (d)(6) Suggested scripts distributed to persons engaged to solicit Unitholders by telephone (d)(7) Postcards sent to certain Unitholders SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated as of: May 20, 1999 KRF3 Acquisition Company, L.L.C. By: KRF Company, L.L.C., its sole member By: The Krupp Family Limited Partnership - 94, its sole member By: /s/ Douglas Krupp ----------------- Name: Douglas Krupp Title: General Partner KRF Company, L.L.C. By: The Krupp Family Limited Partnership - 94, its sole member By: /s/ Douglas Krupp ----------------- Name: Douglas Krupp Title: General Partner The Krupp Family Limited Partnership-94 By: /s/ Douglas Krupp ----------------- Name: Douglas Krupp Title: General Partner EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (d)(6) Suggested scripts distributed to persons engaged to solicit Unitholders by telephone (d)(7) Postcards sent to certain Unitholders EX-1 2 EXHIBIT (D) (6) Hello, I am calling on behalf of the Krupp Funds Group Limited Partnership regarding your investment in Krupp Realty Fund, Ltd.-III and the tender offer to purchaser your units at $550.00 each. We want to make sure you received the material and answer any questions. Please review the material and if you choose to accept, return the yellow application to Krupp Funds Group Limited Partnership using the enclosed business reply envelope. Any questions, please do not hesitate to call. OUR TOLL FREE NUMBER IS 1-800-605-6774. If we don't hear from you within two days, we'll give you a call and answer your questions. Thank you and have a nice day. INVESTOR SCRIPT KRUPP REALTY FUND, LTD. - III ACQUISITION BY KRF3 ACQUISITON COMPANY, L.L.C. Hello, my name is _____________ and I am calling in regard to the letter you received from KRF3 Acquisition Company. As you know, the company is seeking to buy all of your Investor Limited Partnership Interests in Krupp Realty Fund III for $550 per Unit in cash. If I could take a minute of your time, I would like to highlight a few very important points and answer any questions you may have pertaining to the offer. COMPARE OUR OFFER OF $550 TO MADISON LIQUIDITY INVESTORS OFFER OF $425 Recently, you received an offer from Madison Liquidity Investors of $425 per Unit, which we believe is inadequate. Our offer price is $550 per Unit, which is 29% higher than the Madison offer. In addition, we will pay the $50 transfer fee, which Madison has not included in their offer. STATUS OF FUND III'S PROPERTIES The Apartment complexes owned by the Partnership are: (1) facing recent increased competition from newly constructed and renovated residential units in their markets; (2) as a result, substantial capital improvements may be required for the properties to compete in this changing market. IMPLICATIONS OF FUND III'S ADDITIONAL CAPITAL IMPROVEMENT REQUIREMENTS The implications to Fund III of the additional capital improvement requirements are: (1) substantial capital will be required for the properties, which can be raised by: - additional bank borrowings, which will result in higher leverage for the Fund: - and, the discontinuation of future cash distributions by the Partnership to Unitholders (2) The Partnership's ability to finance all required improvements is uncertain. Consequently, this offer presents an opportunity for Unitholders who do not want to continue to participate in the risks associated with the ownership of multifamily properties, including the risks associated with these recent developments in the Partnership's markets. OPPORTUNITY TO ELIMINATE UNCERTAINTIES REGARDING YOUR UNITS By selling your Units today, you will eliminate the uncertainties relating to the amount you might receive on future liquidation of the Partnership, which will depend upon: (1) the then-current markets for the properties, as well as (2) the amounts required to be reserved to satisfy contingent liabilities associated with these sales. Furthermore, by selling the Units for cash now, you will have the option to invest your assets into alternative and potentially more liquid investments. THERE IS NO FORMAL TRADING MARKET FOR YOUR UNITS Because there is no formal trading market for your Units, they can be difficult to sell on any secondary market. Our offer provides you with the opportunity to: (1) immediately sell your Units for what we believe is a fair price without the commissions or broker's fee of a secondary market sale, and (2) we will pay the $50 transfer fee charged by the Partnership usually paid by the seller. UNITHOLDERS WILL BE PAID PROMPTLY UPON TENDER OF THEIR UNITS Unitholders who choose to tender their Units to us will be paid promptly. If you wish to accept our offer, I can help you complete the necessary forms. Our offer will expire at midnight New York City time on June 11, 1999, unless the offer is extended. OTHER Do you have any questions at this time? May I help you complete the necessary forms? If you have any questions at a later date or need assistance please call us at 800-605-6774 and we will be happy to expedite this process for you. Thank you for your time! EX-2 3 EXHIBIT (D) (7) FRONT We, the Information Agent, spoke to you a few days ago regarding your investment in Krupp Realty Fund, Ltd.-III. You conveyed to us that you were considering tendering your units for $550 each. As of today, we have not received the yellow application to tender your units. * Have you lost or misplaced the application to tender at $550? * Do you still have unanswered questions? * Are you confused? If you answered yes to one or all of these questions, please pick up the phone and call us toll free at 1-800-605-6774. Please don't wait. Thank you. Krupp Funds Group Limited Partnership - -------------------------------------------------------------------------------- BACK PROXY SOLICITATIONS ANALYTICAL SERVICES MERGERS & ACQUISITIONS INVESTOR RELATIONS IMPORTANT INFORMATION ON REVERSE SIDE CORPORATE GOVERNANCE COUNSELING INVESTOR TARGETING COMMUNICATIONS PROGRAMS INTERNET VOTING TOUCH TONE VOTING Georgeson & Company Inc. -------------- www.georgeson.com FRONT We have been trying to reach you on behalf of our client, Krupp Funds Group Limited Partnership. Kindly telephone us toll free at 1-800-605-6774. Thank you. Georgeson & Company Inc. - -------------------------------------------------------------------------------- BACK PROXY SOLICITATIONS ANALYTICAL SERVICES MERGERS & ACQUISITIONS INVESTOR RELATIONS IMPORTANT INFORMATION ON REVERSE SIDE CORPORATE GOVERNANCE COUNSELING INVESTOR TARGETING COMMUNICATIONS PROGRAMS INTERNET VOTING TOUCH TONE VOTING Georgeson & Company Inc. -------------- www.georgeson.com -----END PRIVACY-ENHANCED MESSAGE-----