-----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, ECJoJBoZGiqxHTMaOQscW4d7fTLWulHvUdutwxyvFhL1bIpib0D9lOc20MxM1+cm /PYHW84nYpOyxs+fSyKivg== 0000950142-99-000935.txt : 19991231 0000950142-99-000935.hdr.sgml : 19991231 ACCESSION NUMBER: 0000950142-99-000935 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KRUPP REALTY LTD PARTNERSHIP V CENTRAL INDEX KEY: 0000721799 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042796207 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-47451 FILM NUMBER: 99783719 BUSINESS ADDRESS: STREET 1: 470 ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232233 MAIL ADDRESS: STREET 1: C/O BERKSHIRE REALTY AFFILIATES STREET 2: 470 ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRUPP REALTY LTD PARTNERSHIP V CENTRAL INDEX KEY: 0000721799 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042796207 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 470 ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232233 MAIL ADDRESS: STREET 1: C/O BERKSHIRE REALTY AFFILIATES STREET 2: 470 ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 SC 14D9/A 1 AMENDMENT NO. 2 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- AMENDMENT NO. 2 TO SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 --------------------------- KRUPP REALTY LIMITED PARTNERSHIP - V (Name of Subject Company) KRUPP REALTY LIMITED PARTNERSHIP - V (Name of Person Filing Statement) Limited Partnership Units (Title of Class of Securities) 501128 30 0 (CUSIP Number of Class of Securities) --------------------------- Douglas S. Krupp The Krupp Corporation One Beacon Street Boston, Massachusetts 02108 (617) 523-7722 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) filing Statement) Copy to: Scott D. Spelfogel, Esq. James M. Dubin, Esq. The Berkshire Group Paul, Weiss, Rifkind, Wharton & Garrison One Beacon Street 1285 Avenue of the Americas Boston, Massachusetts 02108 New York, New York 10019-6064 (617) 574-8385 (212) 373-3000 ================================================================================ This statement constitutes Amendment No. 2 to the initial Tender Offer Statement on Schedule 14D-9, dated December 2, 1999, as amended on December 21, 1999 (as amended, the "Schedule 14D-9"), of Krupp Realty Limited Partnership - V (the "Partnership") relating to the offer of ERP Operating Limited Partnership, an Illinois limited partnership ("ERP"), to purchase units of investor limited partnership interest (the "Units") of the Partnership. The item numbers and responses thereto are set forth below in accordance with the requirements of Schedule 14D-9. Items 1.- 9. Except as follows, incorporated by reference from the Partnership's Schedule 14D-9 and the Cover letters to Unit holders, dated December 2, 1999, and December 21, 1999. Item 2. Tender Offer of the Bidder This statement relates to a third unsolicited offer by ERP disclosed in Amendment No. 2, dated December 23, 1999 ("Amendment No. 2"), to its Tender Offer Statement on Schedule 14D-1, dated November 23, 1999, as amended on December 15, 1999 (as amended, the "Schedule 14D-1"), to purchase up to 35,190 Units at a price of $1,100 per Unit, in cash, less the amount of any distributions declared or made with respect to the Units between December 23, 1999 and January 21, 2000, or such other date to which its offer may be extended, upon the terms and subject to the conditions set forth in ERP's Offer to Purchase, dated November 23, 1999, the amendments to the Offer to Purchase, dated December 15, 1999, and December 23, 1999, respectively, and the related Letters of Transmittal (which collectively constitute the "Third ERP Offer" and are contained within the Schedule 14D-1 and Amendment No. 2 thereto). Under the Third ERP Offer, ERP will not purchase Units unless a minimum of 51% of the issued and outstanding Units are tendered to ERP. In addition, ERP will only purchase 99% of the total number of Units tendered by each holder of Units (a "Unitholder") if ERP's purchase of all tendered Units would result in there being less than 350 Unitholders. The Partnership has 35,200 Units issued and outstanding held by approximately 2,100 Unitholders as of December 31, 1998. An affiliate of ERP already owns an interest in ten Units. If ERP were to purchase the 35,190 Units being offered for, it and its affiliates would own 100% of the outstanding Units. Item 4. The Solicitation or Recommendation The Krupp Corporation, a Massachusetts corporation and the corporate general partner of the Partnership (the "Corporate General Partner"), has been advised by KR5 Acquisition, L.L.C., a newly formed Delaware limited liability company and an affiliate of the Corporate General Partner ("KR5 Acquisition"), that KR5 Acquisition is preparing a revised offer which it expects to deliver to the Corporate General Partner shortly. Accordingly, the Corporate General Partner defers making a determination with respect to the Third ERP Offer. On or before January 6, 2000, the Corporate General Partner will advise Unitholders of its 1 position with respect to the Third ERP Offer and the KR5 Acquisition offer. Prior to such time, the Corporate General Partner requests that Unitholders defer making a determination whether to accept or reject the Third ERP Offer. Item 8. Additional Information to be Furnished This document does not constitute a solicitation of proxies or consents from holders of Units. Any such solicitation that may be made by the Partnership will be made only pursuant to separate materials complying with the requirements of Section 14(a) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder. 2 Item 9. Material to be Filed as Exhibits 1. Cover letter to Unit holders from the Partnership dated December 2, 1999.* 2. The Amended Agreement, dated as of July 27, 1983, by and among The Krupp Company Limited Partnership II and The Krupp Corporation, as general partners, The Krupp Company Limited Partnership II, as the Original Limited Partner, and those persons who have been admitted to the Partnership as Investor Limited Partners pursuant to the terms of the such Agreement Form of Property Management Agreement between the Partnership and Berkshire Property Management Company.* 3. Park Place Property Management Agreement, dated as of January 1, 1994, between the Partnership and Berkshire Realty Enterprises Limited Partnership.* 4. Amendment to Park Place Property Management Agreement between the Partnership and Berkshire Realty Enterprises Limited Partnership, dated as of January 1, 1996.* 5. Century II Apartments Property Management Agreement, dated as of January 1, 1996, between the Partnership and Berkshire Realty Enterprises Limited Partnership.* 6. Cover letter to Unit holders from the Partnership dated December 21, 1999.* 7. Cover letter to Unit holders from the Partnership dated December 30, 1999. - ------------------------- * Previously filed. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 30, 1999 KRUPP REALTY LIMITED PARTNERSHIP - V By: The Krupp Corporation, a general partner By: /s/ Douglas S. Krupp ------------------------------- Name: Douglas S. Krupp Title: President and Co-Chairman of the Board 4 EXHIBIT INDEX Exhibit Description Page - ------- ----------- ---- 1. Cover letter to Unit holders from the Partnership dated December 2, 1999.* 2. The Amended Agreement, dated as of July 27, 1983, by and among The Krupp Company Limited Partnership II and The Krupp Corporation, as general partners, The Krupp Company Limited Partnership II, as the Original Limited Partner, and those persons who have been admitted to the Partnership as Investor Limited Partners pursuant to the terms of the such Agreement Form of Property Management Agreement between the Partnership and Berkshire Property Management Company.* 3. Park Place Property Management Agreement, dated as of January 1, 1994, between the Partnership and Berkshire Realty Enterprises Limited Partnership.* 4. Amendment to Park Place Property Management Agreement between the Partnership and Berkshire Realty Enterprises Limited Partnership, dated as of January 1, 1996.* 5. Century II Apartments Property Management Agreement, dated as of January 1, 1996, between the Partnership and Berkshire Realty Enterprises Limited Partnership.* 6. Cover letter to Unit holders from the Partnership dated December 21, 1999.* 7. Cover letter to Unit holders from the Partnership dated December 30, 1999. - ------------------------- * Previously filed. 5 EX-99 2 EXHIBIT 7 KRUPP REALTY LIMITED PARTNERSHIP - V AN IMPORTANT MESSAGE FOR OUR LIMITED PARTNERS December 30, 1999 Dear Limited Partner: On December 23, 1999, ERP Operating Partnership, an Illinois limited partnership, made a third unsolicited tender offer to purchase all of the limited partnership interests of Krupp Realty Limited Partnership - V. We have been advised by KR5 Acquisition, L.L.C., a newly formed Delaware limited liability company and an affiliate of ours, that it is preparing a revised offer which it expects to deliver to us shortly. Accordingly, we defer making a determination with respect to the ERP offer. On or before January 6, 2000, we will advise you of our position with respect to the ERP offer and the KR5 offer. Prior to such time, we request that you defer making a determination whether to accept or reject the ERP offer. Enclosed is a copy of the partnership's amended Statement on Schedule 14D-9 which has been filed with the Securities and Exchange Commission. Please do not hesitate to call our Investor Communication representatives at 1-800-255-7877 for assistance in any partnership matter. Sincerely yours, /s/ Douglas S. Krupp -------------------- Douglas S. Krupp The Krupp Corporation, a General Partner This document does not constitute a solicitation of proxies or consents from holders of limited partnership interests. Any such solicitation that may be made by the partnership will be made only pursuant to separate materials complying with the requirements of 2 Section 14(a) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder. -----END PRIVACY-ENHANCED MESSAGE-----