-----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, CnX+fwco9P8xnvUIzg0HYlgF52JOYoEBlQ0LnxwppynvLcZ/vYlX2THDWgiRQETE bnYemKWCKBIN0VPJqXo0vg== 0000950142-99-000442.txt : 19990624 0000950142-99-000442.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950142-99-000442 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990528 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/A SEC ACT: SEC FILE NUMBER: 005-46975 FILM NUMBER: 99637844 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/A 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/A 1 AMENDMENT NO. 2 TO 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. 2 --------------------------- 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, 1999 ================================================================================ This Amendment No. 2, dated May 28, 1999 (the "Amendment"), to the Rule 13E-3 Transaction Statement originally filed with the Securities and Exchange Commission on May 14, 1999 and amended by Amendment No. 1 thereto dated May 20, 1999, attaches additional 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 and amended by Amendment No. 1 thereto dated May 20, 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)(8) Solicitation material 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 28, 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)(8) Solicitation material sent to certain Unitholders EX-1 2 EXHIBIT (D) (8) May 28, 1999 Dear Investor: Recently, you received a package from KRF3 regarding our offer to buy all of your Investor Limited Partnership Interests in Krupp Realty Fund, Ltd.- III ("Realty- III") for $550 per Unit in cash. We have realized that in speaking with the Realty -III investors that certain issues need to be clarified. o TIME IS RUNNING OUT June 11, 1999 is the expiration date of the offer. o WE ARE AN AFFILIATE OF REALTY - III KRF3 is an affiliate of Realty- III. We are real estate buyer's not arbitrageurs. We believe we are offering fair value for the Units. o THIS IS THE HIGHEST OFFER The $550 per Unit offered by us is the highest offer made by any tender offer bidder to date. o IMMEDIATE PAYMENT Payment for your tendered Units will be made 30 days from the close of the offering. There are no fees to be paid by you associated with this transaction. o OPPORTUNITY FOR BETTER REINVESTMENT If you choose to tender your Units you will have the opportunity to reinvest in assets that offer more liquidity, more diversification and less risk. In addition, you will not have to bear the risks associated with ownership of Realty-III including increasing market competition and the possibility that higher financial leverage will be necessary to finance required capital improvements. If you have any additional questions, concerns or need assistance in completing your paperwork please call 1 (800) 605-6774 or you can reach our representatives via e-mail: Krupp.Funds@Berkshire-Group.com. Remember the expiration date of the offer is June 11, 1999. Sincerely, KRF3 Acquisition Company, L.L.C. May 28, 1999 We 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 $550.00 each. As you know this offer expires on June 11, 1999 and we have not received the yellow application to tender your Units. Enclosed you will find another copy of the Agreement of Assignment and Transfer for you to complete (please disregard this if you have already mailed it to us). If need any assistance in completing the form, please give us a call at 1(800) 605-6774. Our representatives are available to assist you. They can also be reached via e-mail: Krupp.Funds@Berkshire-Group.com. KRF3 Acquisition Company, L.L.C. -----END PRIVACY-ENHANCED MESSAGE-----