-----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, AxAonPi9aDA08GyjjQ+effSpnfDBoZ8JPQXnBYWgEAU53zbLzAN2kLzOlhw9ljhL uiFQLgBFHfmg3xeKAkjfBg== 0000950142-99-000488.txt : 19990624 0000950142-99-000488.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950142-99-000488 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990623 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: 99650993 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. 5 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. 5 --------------------------- 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 a copy 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. 5, dated June 23, 1999 (the "Amendment") amends and supplements the Rule 13E-3 Transaction Statement originally filed by KRF3 Acquisition Company, L.L.C., KRF Company, L.L.C. and The Krupp Family Limited Partnership-94 with the Securities and Exchange Commission on May 14, 1999 and amended by Amendment No. 1 thereto dated May 20, 1999, Amendment No. 2 thereto dated May 28, 1999, Amendment No. 3 thereto dated June 4, 1999 and Amendment No. 4 thereto dated June 11, 1999 (collectively, the "Statement"). Capitalized terms not defined herein have the meaning ascribed to them in the Statement. This Amendment and the Statement 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 dated as of May 14, 1999, the Supplement to the Offer to Purchase dated as of May 14, 1999 and Supplement No. 2 to the Offer to Purchase dated as of June 11, 1999 (collectively, the "Offer to Purchase"), and in the related Agreement of Assignment and Transfer, as amended (which together constitute the "Offer"). 3 The items of the Statement set forth below are hereby amended and supplemented as follows: Item 10. Interest in Securities of the Issuer. On June 23, 1999 the Purchaser announced that it had completed its Offer to acquire any and all Units for $550 per Unit in cash, less the aggregate amount of Partnership distributions, if any, made after May 14, 1999, without interest. The Offer expired as scheduled at 12:00 midnight, New York City time, on June 18, 1999. The Purchaser has been informed by the Depository that 10,380 Units, representing approximately 41.52% of all the issued and outstanding Units, have been tendered and not withdrawn prior to the Expiration Date. The Purchaser intends to pay promptly for the Units tendered and accepted for payment pursuant to the Offer. The full text of the Purchaser's press release announcing completion of the Offer and the acceptance of tendered Units is set forth in exhibit (d)(15) hereto and is incorporated by reference herein. Item 17. Material to be Filed as Exhibits. Exhibit No. Description - ----------- ----------- (d)(15) Press Release dated June 23, 1999 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: June 23, 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)(15) Press Release dated June 23, 1999 EX-99 2 EXHIBIT (D)(15) - PRESS RELEASE NEWS RELEASE FOR IMMEDIATE RELEASE --------------------- For further information call: Phil Darby Krupp Funds Group 1-800-25-KRUPP KRF3 ACQUISITION COMPANY, L.L.C. COMPLETES TENDER OFFER FOR UNITS OF KRUPP REALTY FUND, LTD. - III Boston, MA - June 23, 1999 - KRF3 Acquisition Company, L.L.C. (the "Purchaser") announced today that it has completed its tender offer for all of the issued and outstanding investor limited partnership interests (the "Units") of Krupp Realty Fund, Ltd. - III at a price of $550.00 per Unit, net to the seller in cash less partnership distributions made after May 14, 1999. The Offer expired as scheduled at 12:00 midnight, New York City time, on Friday, June 18, 1999. The Purchaser reported that, based on information provided by the Depository for the Offer, approximately 10,380 Units had been tendered and not withdrawn as of the expiration of the offer. Such shares represent approximately 41.52% of all of the issued and outstanding Units. All Units The Purchaser intends to pay promptly for the Units validly tendered and accepted for payment pursuant to the tender offer. -----END PRIVACY-ENHANCED MESSAGE-----