SC 13E3/A 1 schedule13e3a4.txt AMENDMENT NO. 4 As Filed with the Securities and Exchange Commission on November 14, 2001 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- AMENDMENT NO. 4 TO 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) --------------------------- KRUPP REALTY LIMITED PARTNERSHIP - IV (Name of Issuer) --------------------------- KRUPP REALTY LIMITED PARTNERSHIP - IV 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: [_] --------------------------- 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 submitted to holders of investor limited partnership units ("Units") of the Partnership. KCLP and Krupp Corp, each a general partner of the Partnership, submitted 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"). ITEM 15. ADDITIONAL INFORMATION. Item 15 is hereby amended and supplemented as follows: At a special meeting of investor limited partnership unitholders of the Partnership held on November 12, 2001, the unitholders approved the sale of Walden Pond Apartments to Walden Pond Limited Partnership, an affiliate of the general partners of the Partnership, and approved an amendment to the Partnership's partnership agreement to permit the sale. On November 14, 2001, such sale was consummated pursuant to the Purchase and Sale Agreement, dated as of November 12, 2001, by and between the Partnership and Walden Pond Limited Partnership, and the amendment to the Partnership's partnership agreement to permit the sale was executed. ITEM 16. EXHIBITS. EXHIBIT NO. DESCRIPTION ----------- ----------- (d) Purchase and Sale Agreement dated as of November 12, 2001 by and between Krupp Realty Limited Partnership - IV and Walden Pond Limited Partnership. 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: November 14, 2001 KRUPP REALTY LIMITED PARTNERSHIP - IV By: The Krupp Corporation, a general partner By: /s/ Douglas Krupp --------------------------------------- Name: Douglas Krupp Title: Co-Chairman of the Board of Directors 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/ Douglas Krupp --------------------------------------- Name: Douglas Krupp Title: Co-Chairman of the Board of Directors 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 PARTNERSHIP 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 /s/ Douglas Krupp -------------------------------------------- DOUGLAS KRUPP /s/ George Krupp -------------------------------------------- GEORGE KRUPP EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- (d) Purchase and Sale Agreement dated as of November 12, 2001 by and between Krupp Realty Limited Partnership - IV and Walden Pond Limited Partnership.