CUSIP No. Not Applicable
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Krupp Realty Limited Partnership III
(Name of issuer)
Limited Partnership Units
(Title of class of securities)
Not Applicable
(CUSIP number)
Eggert Dagbjartsson
c/o Equity Resources Group, Incorporated, 14 Story Street,
Cambridge, Massachusetts 02138 (617) 876-4800
(Name, address and telephone number of person
authorized to receive notices and communications)
APRIL 14, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
______________________
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
<PAGE>
1. NAMES AND IDENTIFICATION NO. OF REPORTING PERSONS:
Equity Resources Group, Incorporated I.R.S.# 04-2723870
Equity Resource Cambridge Fund Limited Partnership I.R.S.# 04-3189039
Equity Resource General Fund Limited Partnership I.R.S.# 04-3012717
Equity Resource Fund XVI Limited Partnership I.R.S.# 04-3223091
Equity Resource Brattle Fund Limited Partnership I.R.S.# 04-3280004
Equity Resource Fund XIX Limited Partnership I.R.S.# 04-3315135
James E. Brooks
Mark S. Thompson
Eggert Dagbjartsson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC $221,312.85
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Equity Resources Group, Incorporated is a Massachusetts corporation.
Equity Resource Cambridge Fund Limited Partnership is a Massachusetts
limited partnership.
Equity Resource General Fund Limited Partnership is a Massachusetts
limited partnership.
Equity Resource Fund XVI Limited Partnership is a Massachusetts
limited partnership.
Equity Resource Brattle Fund Limited Partnership is a Massachusetts
limited partnership.
Equity Resource Fund XIX Limited Partnership is a Massachusetts
limited partnership.
James E. Brooks is a United States citizen.
Mark S. Thompson is a United States citizen.
Eggert Dagbjartsson is a United States citizen.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None
<PAGE>
8. SHARED VOTING POWER
95 Units are held by Equity Resource Cambridge Fund Limited
Partnership, a Massachusetts limited partnership, of which Equity
Resources Group, Incorporated, James E. Books, Eggert Dagbjartsson
and Mark S. Thompson are the general partners (the "Cambridge Fund
General Partners"). Voting power with respect to such Units is
shared by the Cambridge Fund General Partners as reporting persons
in their capacities as general partners of such limited partnership.
40 Units are held by Equity Resource General Fund Limited
Partnership, a Massachusetts limited partnership, of which Equity
Resources Group, Incorporated, James E. Books, Eggert Dagbjartsson
and Mark S. Thompson are the general partners (the "General Fund
General Partners"). Voting power with respect to such Units is
shared by the General Fund General Partners as reporting persons in
their capacities as general partners of such limited partnership.
926 Units are held by Equity Resource Fund XVI Limited Partnership,
a Massachusetts limited partnership, of which Equity Resources
Group, Incorporated and Mark S. Thompson are the general partners
(the "Fund XVI General Partners"). Voting power with respect to such
Units is shared by the Fund XVI General Partners as reporting
persons in their capacities as general partners of such limited
partnership.
30 Units are held by Equity Resource Brattle Fund Limited
Partnership, a Massachusetts limited partnership, of which James E.
Brooks, Mark S. Thompson and Eggert Dagbjartsson are the general
partners (the "Brattle Fund General Partners"). Voting power with
respect to such Units is shared by the Brattle Fund General Partners
as reporting persons in their capacities as general partners of such
limited partnership.
333 Units are held by Equity Resource Fund XIX Limited Partnership,
a Massachusetts limited partnership, of which Equity Resources
Group, Incorporated and Eggert Dagbjartsson are the general partners
(the "Fund XIX General Partners"). Voting power with respect to such
Units is shared by the Fund XIX General Partners as reporting
persons in their capacities as general partners of such limited
partnership.
See Item 2 below for other required information.
9. SOLE DISPOSITIVE POWER
None
<PAGE>
10. SHARED DISPOSITIVE POWER
95 Units are held by Equity Resource Cambridge Fund Limited
Partnership, a Massachusetts limited partnership. Voting power with
respect to such Units is shared by the Cambridge Fund General
Partners as reporting persons in their capacities as general
partners of such limited partnership.
40 Units are held by Equity Resource General Fund Limited
Partnership, a Massachusetts limited partnership. Voting power with
respect to such Units is shared by the General Fund General Partners
as reporting persons in their capacities as general partners of such
limited partnership.
926 Units are held by Equity Resource Fund XVI Limited Partnership,
a Massachusetts limited partnership. Voting power with respect to
such Units is shared by the Fund XVI General Partners as reporting
persons in their capacities as general partners of such limited
partnership.
30 Units are held by Equity Resource Brattle Fund Limited
Partnership, a Massachusetts limited partnership. Voting power with
respect to such Units is shared by the Brattle Fund General Partners
as reporting persons in their capacities as general partners of such
limited partnership.
333 Units are held by Equity Resource Fund XIX Limited Partnership,
a Massachusetts limited partnership. Voting power with respect to
such Units is shared by the Fund XIX General Partners as reporting
persons in their capacities as general partners of such limited
partnership.
See Item 2 below for other required information.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95 Units are held by Equity Resource Cambridge Fund Limited Partnership,
a Massachusetts limited partnership, of which the reporting persons
Equity Resources Group, Incorporated, James E. Books, Eggert Dagbjartsson
and Mark S. Thompson are the general partners.
40 Units are held by Equity Resource General Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated, James E. Books, Eggert Dagbjartsson and
Mark S. Thompson are the general partners.
926 Units are held by Equity Resource Fund XVI Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Mark S. Thompson are the general
partners.
<PAGE>
30 Units are held by Equity Resource Brattle Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons James
E. Brooks, Mark S. Thompson and Eggert Dagbjartsson are the general
partners.
333 Units are held by Equity Resource Fund XIX Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Eggert Dagbjartsson are the general
partners.
See Item 2 below for other required information.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% are held by Equity Resource Cambridge Fund Limited Partnership,
a Massachusetts limited partnership, of which the reporting persons
Equity Resources Group, Incorporated, James E. Books, Eggert Dagbjartsson
and Mark S. Thompson are the general partners.
0.2% are held by Equity Resource General Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated, James E. Books, Eggert Dagbjartsson and
Mark S. Thompson are the general partners.
3.7% are held by Equity Resource Fund XVI Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Mark S. Thompson are the general
partners.
0.1% are held by Equity Resource Brattle Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons James
E. Brooks, Mark S. Thompson and Eggert Dagbjartsson are the general
partners.
1.3% are held by Equity Resource Fund XIX Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Eggert Dagbjartsson are the general
partners
See Item 2 below for other required information.
<PAGE>
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Equity Resources Group, Incorporated CO
Equity Resource Cambridge Fund Limited Partnership PN
Equity Resource General Fund Limited Partnership PN
Equity Resource Fund XVI Limited Partnership PN
Equity Resource Brattle Fund Limited Partnership PN
Equity Resource Fund XIX Limited Partnership PN
James E. Brooks IN
Mark S. Thompson IN
Eggert Dagbjartsson IN
Item 1. Security and Issuer
This statement relates to certain limited partnership units (the "Units")
of Krupp Realty Limited Partnership III, a Massachusetts limited partnership
with its principal executive office at c/o The Berkshire Group, 470 Atlantic
Avenue, Boston, MA 02210.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are Equity Resources
Group, Incorporated, a Massachusetts corporation, Equity Resource Cambridge
Fund Limited Partnership, a Massachusetts limited partnership, Equity Resource
General Fund Limited Partnership, a Massachusetts limited partnership, Equity
Resource Fund XVI Limited Partnership, a Massachusetts limited partnership,
Equity Resource Brattle Fund Limited Partnership, a Massachusetts limited
partnership, Equity Resource XIX Limited Partnership, a Massachusetts limited
partnership, James E. Brooks, Mark S. Thompson, and Eggert Dagbjartsson,
respectively. Equity Resources Group, Incorporated, James E. Brooks, Mark S.
Thompson and Eggert Dagbjartsson are the general partners of Equity Resource
Cambridge Fund Limited Partnership and Equity Resource General Fund Limited
Partnership. Equity Resources Group, Incorporated and Mark S. Thompson are the
general partners of Equity Resource Fund XVI Limited Partnership. Equity
Resources Group, Incorporated and Eggert Dagbjartsson are the general partners
of Equity Resource Fund XIX Limited Partnership. James E. Brooks, Marks S.
Thompson and Eggert Dagbjartsson are the general partners of Equity Resource
Brattle Fund Limited Partnership. This statement on Schedule 13D is filed on
behalf of all such reporting persons. The executive officers and directors of
Equity Resources Group, Incorporated are James E. Brooks, Chairman of the Board
of Directors and Director, Mark S. Thompson, President and Director, and Eggert
Dagbjartsson, Executive Vice President and Director.
(b) The business address of each of Equity Resources Group, Incorporated,
Equity Resource Cambridge Fund Limited Partnership, Equity Resource General
Fund Limited Partnership, Equity Resource Fund XVI Limited Partnership, Equity
<PAGE>
Resource Brattle Fund Limited Partnership, Equity Resource XIX Limited
Partnership, Mark S. Thompson, James E. Brooks, and Eggert Dagbjartsson,
respectively, is 14 Story Street, Cambridge, Massachusetts 02138.
(c) Each of the limited partnership reporting persons is a Massachusetts
limited partnership formed to acquire and hold interests in other limited
partnerships involved in all facets of the real estate business as long-term
investments with a view to long-term appreciation and not to resale. Mr.
Brooks' principal occupation is Chairman of the Board of Directors of Equity
Resources Group, Incorporated. Mr. Thompson's principal occupation is President
of Equity Resources Group, Incorporated. Mr. Dagbjartsson's principal
occupation is Executive Vice President of Equity Resources Group, Incorporated.
(d) During the past five years, none of Equity Resources Group,
Incorporated, Equity Resource Cambridge Fund Limited Partnership, Equity
Resource General Fund Limited Partnership, Equity Resource Fund XVI Limited
Partnership, Equity Resource Brattle Fund Limited Partnership, Equity Resource
XIX Limited Partnership, Mark S. Thompson, James E. Brooks, and Eggert
Dagbjartsson, respectively, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of Equity Resources Group,
Incorporated, Equity Resource Cambridge Fund Limited Partnership, Equity
Resource General Fund Limited Partnership, Equity Resource Fund XVI Limited
Partnership, Equity Resource Brattle Fund Limited Partnership, Equity Resource
XIX Limited Partnership, Mark S. Thompson, James E. Brooks, and Eggert
Dagbjartsson, respectively, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of the limited partnership reporting persons is a Massachusetts
limited partnership. Mark S. Thompson, James E. Brooks, and Eggert Dagbjartsson
are citizens of the United States. Equity Resources Group, Incorporated is a
Massachusetts corporation.
Item 3. Source and Amount of Funds or Other Consideration.
Equity Resource Cambridge Fund Limited Partnership, Equity Resource
General Fund Limited Partnership, Equity Resource Fund XVI Limited Partnership,
Equity Resource Brattle Fund Limited Partnership and Equity Resource Fund XIX
Limited Partnership, respectively, purchased the Units hereby reported for an
aggregate of $221,321.85 cash. The source of such funds was the working capital
of these respective limited partnerships.
<PAGE>
Item 4. Purpose of Transaction.
Equity Resource Cambridge Fund Limited Partnership, Equity Resource
General Fund Limited Partnership, Equity Resource Fund XVI Limited Partnership,
Equity Resource Brattle Fund Limited Partnership and Equity Resource Fund XIX
Limited Partnership, respectively, acquired the Units for investment purposes
and none of such limited partnerships, or any of the reporting persons has any
present plans or proposals that relate to or would result in any of the actions
described in Item 4(a)-(j) of the instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Equity Resource Cambridge Fund Limited Partnership, Equity Resource
General Fund Limited Partnership, Equity Resource Fund XVI Limited Partnership,
Equity Resource Fund XIX Limited Partnership, Equity Resource Brattle Fund
Limited Partnership and Equity Resources Group, Incorporated, James E. Brooks,
Mark S. Thompson and Eggert Dagbjartsson, in their capacities as general
partners of each of Equity Resource Cambridge Fund Limited Partnership, Equity
Resource General Fund Limited Partnership, Equity Resource Fund XVI Limited
Partnership, Equity Resource Brattle Fund Limited Partnership and Equity
Resource Fund XIX Limited Partnership, respectively, beneficially own an
aggregate of 1,424 Units, representing 5.696% of the Units presently
outstanding (the percentages reported in Item 13 do not cumulate to 5.696%
because of rounding done pursuant to the instructions to Schedule 13D). Equity
Resources Group, Incorporated, James E. Brooks, Mark S. Thompson and Eggert
Dagbjartsson hereby expressly declare that the filing of this statement shall
not be construed as an admission that any of them are, individually for
purposes of Section 13(d) of the Act, the beneficial owner of such securities
covered by the statement.
(b) Equity Resources Group, Incorporated, James E. Brooks, Mark S.
Thompson and Eggert Dagbjartsson, in their capacities as general partners of
each of Equity Resource Cambridge Fund Limited Partnership, Equity Resource
General Fund Limited Partnership, Equity Resource Fund XVI Limited Partnership,
Equity Resource Brattle Fund Limited Partnership and Equity Resource Fund XIX
Limited Partnership, respectively, share the power to vote or direct the vote
and to dispose of or direct the disposition of all of the 1,424 Units referred
to in Item 5(a). See Item 2 above for other required information.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Agreement dated as of April 14, 1997, between Equity
Resources Group, Incorporated, Equity Resource Cambridge Fund
Limited Partnership, Equity Resource General Fund Limited
Partnership, Equity Resource Brattle Fund Limited Partnership,
Equity Resource Fund XVI Limited Partnership and Equity Resource
Fund XIX Limited Partnership, James E. Brooks, Mark S. Thompson and
Eggert Dagbjartsson with respect to the filing of this statement on
Schedule 13D.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement
is true, complete, and correct.
4/21/97
------------------- ------------------
(Date) (Date)
EQUITY RESOURCES GROUP,
INCORPORATED
By: /s/ Eggert Ragbjartsson /s/ Mark F. Thompson, Attorney in Fact
----------------------- --------------------
Eggert Dagbjartsson James E. Brooks, individually
Executive Vice President
<PAGE>
EQUITY RESOURCE GENERAL /s/ Mark S. Thompson
FUND LIMITED PARTNERSHIP --------------------
Mark S. Thompson, individually
By: EQUITY RESOURCES GROUP,
INCORPORATED
as general partner
By: /s/ Eggert Dagbjartsson /s/ Eggert Dagbjartsson
----------------------- -----------------------
Eggert Dagbjartsson Eggert Dagbjartsson, individually
Executive Vice President
EQUITY RESOURCE CAMBRIDGE EQUITY RESOURCE BRATTLE
FUND LIMITED PARTNERSHIP FUND LIMITED PARTNERSHIP
By: EQUITY RESOURCES GROUP, By: EQUITY RESOURCES GROUP,
INCORPORATED INCORPORATED
as general partner as general partner
By: /s/ Eggert Dagbjartsson By: /s/ Eggert Dagbjartsson
----------------------- -----------------------
Eggert Dagbjartsson Eggert Dagbjartsson
Executive Vice President Executive Vice President
EQUITY RESOURCE FUND XVI EQUITY RESOURCE FUND XIX
LIMITED PARTNERSHIP LIMITED PARTNERSHIP
By: EQUITY RESOURCES GROUP, By: EQUITY RESOURCES GROUP,
INCORPORATED INCORPORATED
as general partner as general partner
By: /s/ Eggert Dagbjartsson By: /s/ Eggert Dagbjartsson
----------------------- -----------------------
Eggert Dagbjartsson Eggert Dagbjartsson
Executive Vice President Executive Vice President
<PAGE>
EXHIBIT 7.1
AGREEMENT
This Agreement dated as of April 14, 1997 is by and among Equity Resources
Group, Incorporated, a Massachusetts corporation, James E. Brooks, Mark S.
Thompson and Eggert Dagbjartsson, each an individual and each of the limited
partnerships listed on the signature pages hereto (the "Limited Partnerships").
Each of the Limited Partnerships may be required to file with the United
States Securities and Exchange Commission a statement on Schedule 13D with
respect to an aggregate of 1,424 units (the "Units") of limited partnership
interest in Krupp Realty Limited Partnership III, a Massachusetts limited
partnership, held by Equity Resource Cambridge Fund Limited Partnership, Equity
Resource General Fund Limited Partnership, Equity Resource Fund XVI Limited
Partnership, Equity Resource Brattle Fund Limited Partnership and Equity
Resource Fund XIX Limited Partnership, collectively. Equity Resources Group,
Incorporated, James E. Brooks, Mark S. Thompson and Eggert Dagbjartsson may be
required to file by reason of the respective parties being the general partners
of each of Equity Resource Cambridge Fund Limited Partnership, Equity Resource
General Fund Limited Partnership, Equity Resource Fund XVI Limited Partnership,
Equity Resource Brattle Fund Limited Partnership and Equity Resource Fund XIX
Limited Partnership, as the case may be.
Pursuant to Rule 13(d)(1) promulgated under the Securities Exchange Act of
1934, as amended, the parties hereby agree to file a single statement on
Schedule 13D on behalf of each of the parties, and hereby further agree to file
this Agreement as an exhibit to such statement, as required by such rule.
Executed and delivered as of the date first above written.
EQUITY RESOURCES GROUP,
INCORPORATED
By: /s/ Eggert Dagbjartsson /s/ Mark S. Thompson, Attorney in Fact
----------------------- --------------------
Eggert Dagbjartsson James E. Brooks, individually
Executive Vice President
<PAGE>
EQUITY RESOURCE GENERAL /s/ Mark S. Thompson
FUND LIMITED PARTNERSHIP --------------------
Mark S. Thompson, individually
By: EQUITY RESOURCES GROUP,
INCORPORATED
as general partner
By: /s/ Eggert Dagbjartsson By: /s/ Eggert Dagbjartsson
----------------------- -----------------------
Eggert Dagbjartsson Eggert Dagbjartsson, individually
Executive Vice President
EQUITY RESOURCE CAMBRIDGE EQUITY RESOURCE BRATTLE
FUND LIMITED PARTNERSHIP FUND LIMITED PARTNERSHIP
By: EQUITY RESOURCES GROUP, By: EQUITY RESOURCES GROUP,
INCORPORATED INCORPORATED
as general partner as general partner
By: /s/ Eggert Dagbjartsson By: /s/ Eggert Dagbjartsson
----------------------- -----------------------
Eggert Dagbjartsson Eggert Dagbjartsson
Executive Vice President Executive Vice President
EQUITY RESOURCE FUND XVI EQUITY RESOURCE FUND XIX
LIMITED PARTNERSHIP LIMITED PARTNERSHIP
By: EQUITY RESOURCES GROUP, By: EQUITY RESOURCES GROUP,
INCORPORATED INCORPORATED
as general partner as general partner
By: /s/ Eggert Dagbjartsson By: /s/ Eggert Dagbjartsson
----------------------- -----------------------
Eggert Dagbjartsson Eggert Dagbjartsson
Executive Vice President Executive Vice President
