SC 13E3 1 schedule13e3.txt SCHEDULE 13E3 ================================================================================ 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 193 AND RULE 13e-3 (SS. 240.13e-3) THEREUNDER) --------------------------- KRUPP REALTY LIMITED PARTNERSHIP - IV (Name of Issuer) --------------------------- THE KRUPP COMPANY LIMITED PARTNERSHIP-II THE KRUPP CORPORATION WALDEN POND LIMITED PARTNERSHIP WALDEN POND TEXAS, L.L.C. WPT LIMITED PARTNERSHIP KRF GP CORPORATION DOUGLAS KRUPP GEORGE KRUPP (Name of Person(s) Filing Statement) --------------------------- INVESTOR LIMITED PARTNERSHIP UNITS (Title of Class of Securities) --------------------------- 501128 20 1 (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: MICHELE R. JENKINSON, 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. [X] The filing of solicitation materials or an information statement subject to Regulation 14A, 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. [_] 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: [X] --------------------------- CALCULATION OF FILING FEE -------------------------------------------------------------------------------- Transaction Valuation: $12,800,000 Amount of filing fee: $2,560 -------------------------------------------------------------------------------- -- 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 the aggregate amount of cash to be received by the issuer ($12,800,000) in connection with the disposition of assets that is the subject of the solicitation materials to which this Schedule 13E-3 relates. [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: $2,560 Form or Registration No.: SCHEDULE 14A Filing Parties: KRUPP REALTY LIMITED PARTNERSHIP - IV Date Filed: August 8, 2001 ================================================================================ This Rule 13E-3 Transaction Statement (the "Statement") is being filed jointly by Krupp Realty Limited Partnership - IV, a Massachusetts limited partnership (the "Partnership"), The Krupp Company Limited Partnership-II, a Massachusetts limited partnership ("KCLP"), The Krupp Corporation, a Massachusetts corporation ("Krupp Corp"), Walden Pond Limited Partnership, a Delaware limited partnership, Walden Pond Texas, L.L.C., a Texas limited liability company, WPT Limited Partnership, an Illinois limited partnership, KRF GP Corporation, a Massachusetts corporation, Douglas Krupp and George Krupp in connection with a proposal being submitted to holders of investor limited partnership units ("Units") of the Partnership. KCLP and Krupp Corp, each a general partner of the Partnership, are submitting to Unit holders a proposal (1) to approve the sale of Walden Pond Apartments, one of the Partnership's real estate investments, to an affiliate of the general partners, and (2) to approve an amendment to the Partnership's partnership agreement to permit the sale (items (1) and (2) will be considered one proposal and referred to herein as the "Sale Proposal"). This Statement is being filed concurrently with the filing by the Partnership of a preliminary proxy statement being filed by the Partnership pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended (together with all appendices thereto, the "Proxy Statement"). The following cross-reference sheet is supplied pursuant to General Instruction G to Schedule 13E-3 and shows the location in the Proxy Statement of the information required to be included in response to the items of this Statement. The information in the Proxy Statement, a copy of which is being filed herewith, is hereby expressly incorporated by reference in its entirety and the responses to each item are qualified in their entirety by the provisions of the Proxy Statement.
ITEM NO. LOCATION IN PROXY STATEMENT -------- --------------------------- 1. Summary Term Sheet "Summary Term Sheet" 2. Subject Company Information "Information About the Partnership, Its General Partners and Their Affiliates--The General Partners" 3. Identity and Background of Filing "Information About the Purchaser" and "Information Person About the Partnership, Its General Partners and Their Affiliates--Distributions" 4. Terms of the Transaction "The Purchase and Sale Agreement"; "Summary Term Sheet--Rights of Appraisal"; and "The Special Meeting--Appraisal Rights" 5. Past Contacts, Transactions, "Information About the Partnership, Its General Negotiations and Agreements Partners and Their Affiliates--Related Party Transactions"; "Special Factors--Background and Purpose of the Transaction" 6. Purposes of the Transaction and "Summary Term Sheet--Purposes of and Reasons for Plans or Proposals the Transaction"; "Special Factors--Background and Purpose of the Transaction, --Plans or Proposals by the Partnership and --Plans or Proposals by the Purchaser Following the Sale"; and "The Purchase and Sale Agreement" 7. Purposes, Alternatives, Reasons "Summary Term Sheet"; "Special Factors--Background and Effects and Purpose of the Transaction, --Alternatives to the Transaction, --Purpose of the Transaction -Fairness of the Transaction, --Disadvantages and Risks Associated with the Transaction,--Conflicts of Interest, -- Effects of the Transaction, --Plans or Proposals by the Partnership, --Plans or Proposals by the Purchaser Following the Sale and --Material Federal Income Tax Consequences"
ITEM NO. LOCATION IN PROXY STATEMENT -------- --------------------------- 8. Fairness of the Transaction "Special Factors --Fairness of the Transaction, --Votes Required, --Conflicts of Interests, --Independent Appraisal, --Availability of Report"; "Information About the Partnership, its General Partners and Their Affiliates" 9. Reports, Opinions, Appraisals and "Special Factors--Independent Appraisal Negotiations -Experience Of Cushman & Wakefield, --Appraisal, --Factors Considered, --Summary of Cushman & Wakefield's Methodology and Approaches to Value, --Assumptions, Limitations and Qualifications of Cushman & Wakefield's Valuation, Availability of Report and --Compensation" 10. Source and Amounts of Funds or "Special Factors--Financing of the Purchase" Other Consideration 11. Interest in Securities of the "Information About the Partnership, Its General Subject Company partners and Their Affiliates--The General Partners, --Ownership of Units" 12. The Solicitation or Recommendation "Special Factors--Fairness of the Transaction" 13. Financial Statements "Selected Financial Data" and "Financial Statements" 14. Persons/Assets, Retained, "The Special Meeting--Solicitation Procedures"; "Special Employed, Compensated or Used Factors--Financing of the Purchase--Costs Associated with the Sale" 15. Additional Information The Proxy Statement 16. Exhibits Separately filed with this Statement
ITEM 1. SUMMARY TERM SHEET The information set forth under the caption "Summary Term Sheet" of the Proxy Statement is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. (a) The name of the issuer of the Units subject to the Rule 13e-3 transaction is Krupp Realty Limited Partnership - IV, a limited partnership organized under the laws of Massachusetts, and the principal executive offices of the Partnership are located at One Beacon Street, Suite 1500, Boston, Massachusetts 02108. (b) The information set forth under the caption "Information About the Partnership, Its General Partners and their Affiliates --Ownership of Units" of the Proxy Statement is incorporated herein by reference. (c) The Units are not listed or traded on any exchange or quoted on the National Association of Securities Dealers Automated Quotation System. However, information regarding certain private transactions is set forth in under the caption "Information About the Partnership, Its General Partners and their Affiliates" in the Proxy Statement and is incorporated herein by reference. (d) The information set forth under the caption "Information About the Partnership, Its General Partners and Their Affiliates--Distributions" of the Proxy Statement is incorporated herein by reference. (e) Not applicable. (f) The information set forth under the caption "Information Concerning the Purchaser and Its Affiliates" of the Proxy Statement is incorporated herein by reference. ITEM 3. INDENTITY AND BACKGROUND OF FILING PERSON. (a) and (b) The information set forth under the caption "Information About the Partnership, Its General Partners and their Affiliates -- The General Partners" and "Information About the Purchaser and Its Affiliates-- The Purchaser" of the Proxy Statement is incorporated herein by reference. (c) and (d) During the last five years, none of the filing persons, nor to the best of the knowledge of the filing persons, any affiliate of the filing persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. (e) Messrs. Douglas Krupp and George Krupp are both United States citizens. ITEM 4. TERMS OF THE TRANSACTION (a) The information set forth under the caption "The Purchase and Sale Agreement" of the Proxy Statement is incorporated herein by reference. (b) The information set forth under the captions "Summary Term Sheet--Rights of Appraisal" and "The Special Meeting--Appraisal Rights" of the Proxy Statement is incorporated herein by reference. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (a) The information set forth under the caption "Information About the Partnership, Its General Partners and Their Affiliates--Related Party Transactions" of the Proxy Statement is incorporated herein by reference. (b) The information set forth under the caption "Special Factors--Background of the Merger; Purpose of the Transaction" is incorporated herein by reference. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (a) - (g) The information set forth under the captions "Summary Term Sheet", "Special Factors--Background and Purpose of the Transaction, --Plans or Proposals by the Partnership and --Plans or Proposals by the Purchaser Following the Sale" and "The Purchase and Sale Agreement" in the Proxy Statement is incorporated herein by reference. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS. (a) - (c) The information set forth under the captions "Summary Term Sheet", "Special Factors--Background and Purpose of the Transaction, --Alternatives to the Transaction, --Purpose of the Transaction, -Fairness of the Transaction, --Disadvantages and Risks Associated with the Transaction --Conflicts of Interest, --Effects of the Transaction, --Plans or Proposals by the Partnership, --Plans or Proposals by the Purchaser Following the Sale and --Material Federal Income Tax Consequences" of the Proxy Statement is incorporated herein by reference. (d) The information set forth under the captions "Special Factors --Background and Purpose of the Transaction, --Determination of Merger Price--Book Value, --Effects of the Transaction, --Plans or Proposals by the Partnership, --Plans or Proposals by the Purchaser Following the Sale and --Material Federal Income Tax Consequences" of the Proxy Statement is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) and (b) The information set forth under the caption "Special Factors--Fairness of the Transaction" of the Proxy Statement is incorporated herein by reference. (c) The information set forth under the caption "The Special Meeting--Votes Required" of the Proxy Statement is incorporated herein by reference. (d) No unaffiliated representative has been retained to act solely on behalf of unaffiliated holders of Units for the purpose of negotiating the terms of the Sale Proposal and/or preparing a report concerning the fairness of the Sale Proposal. (e) The general partners of the Partnership approved the Sale Proposal. The information set forth under the captions "Special Factors--Conflicts of Interest" and "Information About the Partnership, its General Partners and Their Affiliates" of the Proxy Statement is incorporated herein by reference. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. (a) and (b) The information set forth under the captions "Special Factors--Independent Appraisal, --Experience of Cushman & Wakefield, --Appraisal, --Factors Considered," "--Summary of Cushman & Wakefield's Methodology and Approaches to Value, --Assumptions, Limitations and Qualifications of Cushman & Wakefield's Valuation and --Compensation" of the Proxy Statement is incorporated herein by reference. (c) The information set forth under the caption "Special Factors--Independent Appraisal--Availability of Report" of the Proxy Statement is incorporated herein by reference. ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. (a) - (d) The information set forth under the caption "Special Factors--Financing of the Purchase" of the Proxy Statement is incorporated herein by reference. ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) and (b) The information set forth under the captions "Information About the Partnership, Its General Partners and Their Affiliates--The General Partners, --Ownership of Units" of the Proxy Statement is incorporated herein by reference. ITEM 12. THE SOLICITATION OR RECOMMENDATION (a) Not applicable (b) The information set forth under the caption "Special Factors--Fairness of the Transaction" of the Proxy Statement is incorporated herein by reference. ITEM 13. FINANCIAL STATEMENTS. (a) The information set forth under the captions "Selected Financial Data" and "Financial Statements" of the Proxy Statement is incorporated herein by reference. (b) The information set forth under the caption "Unaudited Pro Forma Financial Statements" of the Proxy Statement is incorporated herein by reference. ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED (a) and (b) The information set forth under the captions "The Special Meeting--Solicitation Procedures" and "Special Factors--Financing of the Purchase--Costs Associated with the Sale" of the Proxy Statement is incorporated herein by reference. ITEM 15. ADDITIONAL INFORMATION. All of the information set forth in the Proxy Statement is incorporated herein by reference. ITEM 16. EXHIBITS. EXHIBIT NO. DESCRIPTION ----------- ----------- (a) Proxy Statement (together with letter to Unitholders and notice of special meeting) filed by the Partnership with the Securities and Exchange Commission (the "Commission") on the date hereof and incorporated herein by reference (b) Not applicable (c) Complete Appraisal of Real Property, dated as of July 20, 2001, prepared by Cushman & Wakefield of Texas, Inc. and relating to the Walden Pond Apartments (Exhibit C) (d) Form of Purchase and Sale Agreement filed by the Partnership with the Commission on the date hereof and incorporated herein by reference from Appendix A to the Proxy Statement (e) Not applicable (f) Not applicable SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated as of: August 8, 2001 KRUPP REALTY LIMITED PARTNERSHIP - IV By: The Krupp Corporation, a general partner By: /s/ Wayne H. Zarozny --------------------------------------- Name: Wayne H. Zarozny Title: Vice President THE KRUPP COMPANY LIMITED PARTNERSHIP-II By: The Krupp Corporation, a general partner By: /s/ Douglas Krupp --------------------------------------- Name: Douglas Krupp Title: Co-Chairman of the Board of Directors THE KRUPP CORPORATION By: /s/ Douglas Krupp --------------------------------------- Name: Douglas Krupp Title: Co-Chairman of the Board of Directors WALDEN PONDS LIMITED PARTNERSHIP By: Walden Pond Texas, L.L.C., its general partner By: /s/ Wayne H. Zarozny --------------------------------------- Name: Wayne H. Zarozny Title: Vice President /s/ Douglas Krupp -------------------------------------------- Douglas Krupp /s/ George Krupp -------------------------------------------- George Krupp WALDEN POND TEXAS, L.L.C. By: WPT Limited Partnership, its sole member By: /s/ Wayne H. Zarozny --------------------------------------- Name: Wayne H. Zarozny Title: Vice President WPT LIMITED PARTHERSHIP By: KRF GP Corporation, its general partner By: /s/ Wayne H. Zarozny --------------------------------------- Name: Wayne H. Zarozny Title: Vice President KRF GP CORPORATION By: /s/ Wayne H. Zarozny --------------------------------------- Name: Wayne H. Zarozny Title: Vice President EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- (a) Proxy Statement (together with letter to Unitholders and notice of special meeting) filed by the Partnership with the Securities and Exchange Commission (the "Commission") on the date hereof and incorporated herein by reference (b) Not applicable (c) Complete Appraisal of Real Property, dated as of July 20, 2001, prepared by Cushman & Wakefield of Texas, Inc. and relating to the Walden Pond Apartments (Exhibit C) (d) Form of Purchase and Sale Agreement filed by the Partnership with the Commission on the date hereof and incorporated herein by reference from Appendix A to the Proxy Statement (e) Not applicable (f) Not applicable