UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KRUPP REALTY FUND, LTD. - III
(Name of Issuer)
UNITS OF INVESTOR LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
501128 10 2
(CUSIP Number)
Bonnie D. Podolsky, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 31, 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 / /.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
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).
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SCHEDULE 13D
CUSIP No. 501128 10 2
1 NAME OF REPORTING PERSON
AMERICAN HOLDINGS I, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF;WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
636 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
636 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 501128 10 2
1 NAME OF REPORTING PERSON
AMERICAN HOLDINGS I, - GP, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
636 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
636 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
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SCHEDULE 13D
CUSIP No. 501128 10 2
1 NAME OF REPORTING PERSON
AMERICAN PROPERTY INVESTORS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
636 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
636 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 501128 10 2
1 NAME OF REPORTING PERSON
LONGACRE CORP.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
20 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
20 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.001%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 501128 10 2
1 NAME OF REPORTING PERSON
CARL C. ICAHN
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
656 Units
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
656 Units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement relates to units of investor limited partnership
interests ("Units") of Krupp Realty Fund, Ltd. - III, a
Massachusetts limited partnership (the "Issuer"). The address of
the principle executive offices of the Issuer is 470 Atlantic
Avenue, Boston, Massachusetts 02210.
Item 2. Identity and Background
This Statement is filed jointly by American Holdings I, L.P.
("AHI"), American Holdings I - GP, Inc. (the "AHI General
Partner"), American Property Investors, Inc., ("API"), Longacre
Corp. ("Longacre") and Carl C. Icahn (collectively, the
"Reporting Persons").
AHI is a Delaware limited partnership. The AHI General Partner,
AHI's general partner, is a Delaware corporation which is wholly-owned
by American Real Estate Holdings, L.P., a Delaware limited
partnership ("AREH"). The general partner of AREH is API, a
Delaware corporation which is wholly-owned by Carl C. Icahn.
Longacre is a Delaware corporation which is wholly-owned by Carl
C. Icahn. The address of the principal offices of each of AHI,
the AHI General Partner, AREH and API is 100 South Bedford Road,
Mount Kisco, New York 10549. The address of the principal
offices of Longacre is 1 Wall Street, New York, New York 10005.
Mr. Icahn's business address is c/o Icahn Associates Corp., 114
W. 47th Street, New York, New York 10036.
AHI and the AHI General Partner were recently formed for the
purpose of acquiring Units of the Issuer as well as acquiring the
securities of certain other limited partnerships. API is engaged
in the business of acting as general partner of AREH. Longacre
is principally engaged in the business of investing in
securities.
The name and positions of the executive officers and directors of
the AHI General Partner, API and Longacre are set forth below.
The business address of each such executive officer and director
(other than Mr. Icahn, Mr. Mattner, Mr. Mitchell and Ms. Golden)
is 100 South Bedford Road, Mount Kisco, N.Y. 10549. Mr.
Mattner's, Mr. Mitchell's and Ms. Golden's business address is
c/o Icahn Associates Corp., 114 W. 47th Street, New York, New
York 10036. Each such executive officer and director is a
citizen of the United States of America. Each executive officer
and director listed below (other than Mr. Icahn) disclaims
beneficial ownership of the Units beneficially owned by the
Reporting Persons.
Carl C. Icahn Director and Chairman of the Board
(API); Director (Longacre)
Alfred D. Kingsley Director (API)
William A. Leidesdorf Director (API)
Jack G. Wasserman Director (API)
John P. Saldarelli Vice President, Secretary and Treasurer
(API); Director, Secretary and Treasurer
(AHI General Partner)
Henry J. Gerard Vice President (AHI General Partner)
Edward Mattner President (Longacre)
Robert J. Mitchell Vice President and Treasurer (Longacre)
Gail Golden Vice President and Secretary (Longacre)
The following sets forth with respect to each executive officer
and director of the AHI General Partner, API and Longacre such
persons's (a) name, (b) present principal occupation or
employment and the name, principal business and address of any
corporation or other organization in which such employment or
occupation is conducted and material occupations, positions,
offices or employments during the last five years, giving the
starting and ending dates of each and the name, principal
business and address of any business corporation or other
organization in which such occupation, position, office or
employment was carried on.
CARL C. ICAHN. Carl C. Icahn has been chairman of the Board of
Directors of API since November 15, 1990 and the sole director of
Longacre since May 24, 1995. Mr. Icahn is also President and a
director of Starfire Holding Corporation (formerly Icahn Holding
Corporation), a Delaware corporation ("SHC"), and Chairman of the
Board and a director of various of SHC's subsidiaries, including
ACF Industries, Inc., a New Jersey corporation ("ACF"). SHC is
primarily engaged in the business of holding, either directly or
through subsidiaries, a majority of the common stock of ACF and
its address is 100 South Bedford Road, Mount Kisco, New York
10549. Mr. Icahn has also been Chairman of the Board of
Directors of ACF since October 29, 1984 and a director of ACF
since June 29, 1984. ACF is a railroad freight and tank car
leasing, sales and manufacturing company. He has also been
Chairman of the Board of Directors and President of Icahn &
Company, Inc. since 1968. Icahn & Co., Inc. is a registered
broker-dealer and a member of the National Association of
Securities Dealers. In 1979, Mr. Icahn acquired control and
presently serves as Chairman of the Board of Directors of
Bayswater Realty & Capital Corp., which is a real estate
investment and development company ("Bayswater"). ACF, Icahn &
Co., Inc. and Bayswater are deemed to be directly or indirectly
owned and controlled by Mr. Icahn. Mr. Icahn was Chief Executive
Officer and member of the Office of the Chairman of Trans World
Airlines, Inc. ("TWA") from November 8, 1988 to January 8, 1993;
Chairman of the Board of Directors of TWA from January 3, 1986 to
January 8, 1993 and a director of TWA from September 27, 1985 to
January 8, 1993. Mr. Icahn also has substantial equity interests
in and controls various partnerships and corporations which
invest in publicly traded securities.
ALFRED D. KINGSLEY. Alfred D. Kingsley has served as a director
of API since November 15, 1990. He was also Vice Chairman of the
Board of Directors of TWA from February 1, 1989 to January 8,
1993 and a member of the Office of the Chairman from November 8,
1988 to January 8, 1993. Mr. Kingsley was a director of TWA from
September 27, 1985 to January 8, 1993. He also was a director
and executive officer and Director of Research at Icahn & Co.,
Inc. and related entities from 1968 until December 1994. He also
has been Vice Chairman of the Board of Directors of ACF since
October 29, 1984 and a Director of ACF since June 29, 1984. Mr.
Kingsley has also been a Senior Managing Director of Greenway
Partners, L.P. since May 1993, which invests in publicly traded
securities.
WILLIAM A. LEIDESDORF. William A. Leidesdorf has served as a
director of API since March 26, 1991. Since April 1995, Mr.
Leidesdorf has acted as an independent real estate investment
banker. From January 1, 1994 through April 1995, Mr. Leidesdorf
was Managing Director of RFG Financial, Inc., a commercial
mortgage company. From September 30, 1991 to December 31, 1993,
Mr. Leidesdorf was Senior Vice President of Palmieri Asset
Management Group. From May 1, 1990 to September 30, 1991, Mr.
Leidesdorf was Senior Vice President of Lowe Associates, Inc., a
real estate development company, where he was involved in the
acquisition of real estate and the asset management workout and
disposition of business areas. He also acted as the Northeast
Regional Director for Lowe Associates, Inc. From June 1985 to
January 30, 1990, Mr. Leidesdorf was Senior Vice President and
stockholder of Eastdil Realty, Inc., a real estate company, where
he was involved in the asset management workout, disposition of
business and financing areas. During the interim period form
January 30, 1990 through May 1, 1990, Mr. Leidesdorf was an
independent contractor for Eastdil Realty, Inc. on real estate
matters.
JACK G. WASSERMAN. Jack G. Wasserman has served as a director of
API since December 3, 1993. Mr. Wasserman is an attorney and a
member of the New York State Bar and has been with the New York
based law firm of Wasserman, Schneider & Babb since 1966, where
he is currently a senior partner.
JOHN P. SALDARELLI. John P. Saldarelli has served as sole
director, Secretary and Treasurer of the AHI General Partner
since November 1996. He has also served as Vice President,
Secretary and Treasurer of API since March 18, 1991. Mr.
Saldarelli was also President of Bayswater Realty Brokerage Corp.
from June 1987 until November 19, 1993 and Vice President of
Bayswater Realty & Capital Corp. from September 1979 until April
15, 1993, both of which are deemed to be directly or indirectly
owned and controlled by Carl C. Icahn.
HENRY J. GERARD. Mr. Gerard has served as Vice President of the
AHI General Partner since November 1996. He has also served as
a Vice President and Assistant Secretary of API since March 18,
1991. From January 1988 to May 1991, he was a Vice President of
Integrated Resources, Inc., a provider of financial services.
From 1981 through 1987 he was a controller at Interstate
Properties, a commercial real estate developer/operator.
EDWARD E. MATTNER. Mr. Mattner has served as President of
Longacre since June 6, 1995. Mr. Mattner's present principal
occupation is acting as a securities trader for various
affiliates of Mr. Icahn. He has served in this capacity since
May 1976.
ROBERT J. MITCHELL. Mr. Mitchell has served as Vice President
and Treasurer of Longacre since June 6, 1995. Mr. Mitchell's
present principal occupation is acting as Senior Vice President
Finance of ACF. ACF is primarily engaged in the business of
leasing, selling and manufacturing railroad freight and tank cars
and its address is 3301 Rider Trail South, Earth City, Missouri
63045. Mr. Mitchell has served as Executive Vice President
Finance since March 1995 and also served as Secretary of ACF
since August 1993, Treasurer from December 1984 to March 1995 and
Assistant Secretary from September 1986 to August 1993. Mr.
Mitchell has also served as Treasurer (since May 1988) and Chief
Financial Officer (since March 1995) of American Railcar
Industries, Inc., a subsidiary of ACF which is primarily engaged
in the business of repairing, refurbishing, painting and
maintaining railcars and in manufacturing and selling parts for
railcars and other industrial purposes. The address of American
Railcar Industries, Inc. is 3301 Rider Trail South, Earth City,
Missouri 63045. Mr. Mitchell became the Treasurer of TWA, whose
address is One City Centre, 515 N. Sixth Street, St. Louis,
Missouri 63101, in 1987 and held that position until he resigned,
effective as of January 5, 1993. From March 1982 until November
1984, Mr. Mitchell was a Vice President-Department Head of
National Westminster Bank, USA, located at 175 Water Street, New
York, N.Y. 10038.
GAIL GOLDEN. Gail Golden has served as Vice President and
Secretary of Longacre since June 6, 1995. She has served as Vice
President-Administration of Icahn Associates Corp., which
provides administrative services to entities controlled by Mr.
Icahn, since May 1985. Ms. Golden also serves as executive
officer of a number of other entities controlled by Mr. Icahn.
Neither AHI, the AHI General Partner, Longacre or API, nor any
executive officer or director of the AHI General Partner,
Longacre or API has during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) been 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 a finding of any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, AHI is deemed to directly beneficially own
an aggregate of 636 Units (the "AHI Units"). Of such Units, AHI
acquired 48 Units pursuant to an offer to purchase up to 4.9% of
the outstanding Units (the "AHI Offer") commenced on November 29,
1996 (and terminated on December 6, 1996) for an aggregate
purchase price of $15,600 (net of related expenses) and 588 Units
pursuant to the Krescent Tender Offer (as hereinafter defined)
for an aggregate purchase price of $217,560 (net of related
expenses). AHI obtained all of the funds used to acquire the AHI
Units from working capital derived from capital contributions
from its partners. None of such funds were borrowed. As used
herein, "Krescent Tender Offer" refers to a tender offer to
purchase up to 25% of the outstanding Units originally commenced
by Krescent Partners L.L.C. and AP-GP Prom Partners, Inc. as
co-bidders (collectively, "Krescent"). Krescent filed a Tender
Offer Statement on Schedule 14D-1 with respect to the Krescent
Tender Offer with the Commission on November 21, 1996 (as
amended and supplemented, the "Krescent Schedule 14D-1"). AHI,
the AHI General Partner and API joined the Krescent Tender Offer
as co-bidders on January 10, 1997. Krescent is not affiliated
with any of the Reporting Persons.
Longacre is deemed to directly beneficially own 20 Units. Such
Units were acquired in auction transactions through the Chicago
Partnership Board for an aggregate purchase price of $3,020 (net
of related expenses). Longacre obtained the funds to purchase
such Units from its working capital. None of such funds were
borrowed or otherwise obtained for the purpose of acquiring
Units.
Item 4. Purpose of Transaction
Each of the Reporting Persons acquired beneficial ownership of
Units for investment purposes based on its expectation that there
may be underlying value in the real estate properties owned by
the Issuer. Each of the Reporting Persons retains the right,
however, to change such investment intent, to acquire further
Units or to sell or otherwise dispose of all or part of the Units
beneficially owned by such Reporting Persons in any manner
permitted by law and in conformity with their obligations under
the LFG Standstill Agreement and the Assumption Agreement as
described below in Item 6 and incorporated by reference herein.
Although the foregoing currently reflects the present plans and
intentions of the Reporting Persons, the foregoing is subject to
change at any time. The Reporting Persons will, on an on-going
basis, continue to evaluate their investment in the Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b)
As of the date hereof, AHI, the AHI General Partner, API and Mr.
Icahn are deemed to beneficially own an aggregate of 636 Units,
representing approximately 2.5% of the 25,000 Units stated to be
outstanding by the Issuer in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996 (the "Form 10-Q"). AHI
is deemed to be the direct beneficial owner, and the AHI General
Partner, API and Mr. Icahn are deemed to be the indirect
beneficial owners of these 636 Units. AHI, the AHI General
Partner, API and Mr. Icahn have sole power to direct the vote and
sole power to direct the disposition of these Units.
As of the date hereof, Longacre and Mr. Icahn are deemed to
beneficially own 20 Units, representing 1.1% of the outstanding
Units (based upon the Form 10-Q). Longacre is deemed to be the
direct beneficial owner and Mr. Icahn is deemed to be the
indirect beneficial owner of these Units. Longacre and Mr. Icahn
have sole power to direct the vote and sole power to direct the
disposition of these Units.
The 656 Units of which Mr. Icahn is deemed to be the indirect
beneficial owner represent 2.6% of the outstanding Units (based
upon the Form 10-Q).
The Reporting Persons may be deemed to constitute a "group" with
Krescent for purposes of Section 13(d)(3) of the Securities
Exchange Act (the "Exchange Act"). Except as described in Item
6, however, there is no agreement or understanding among the
Reporting Persons and Krescent with respect to the purchase, sale
or voting, or refraining from purchasing, selling, or voting,
Units of the Issuer.
Neither the filing of this Schedule 13D nor any of its contents
shall be deemed an admission that the Reporting Persons are part
of a "group" with Krescent or that the Reporting Persons are the
beneficial owners of any of the Units held by Krescent. The
Reporting Persons expressly disclaim formation of a "group" with
Krescent and the Reporting Persons expressly disclaim beneficial
ownership of any of Krescent's Units.
(c) Except for the purchase of Units pursuant to the AHI Offer and
the Krescent Tender Offer, neither the Reporting Persons, the
executive officers and directors listed in Item 2, nor any of
their affiliates, have effected any transaction in Units within
the past 60 days.
(d) The Reporting Persons have no knowledge of any other persons who
might have the right to receive or the power to direct the
receipt of distributions from, or the proceeds from the sale of,
any Units beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The information set forth in Item 3, Item 4 and Item 5 above is
hereby incorporated by reference herein.
Pursuant to an Assumption Agreement dated January 8, 1997 between
AHI and Liquidity Financial Group, L.P. ("LFG"), AHI agreed to
become bound by the restrictions set forth in the Settlement
Agreement and Release, dated June 27, 1996, between LFG and The
Krupp Corporation ("Krupp"), as amended as of October 8, 1996 and
January 6, 1997 (the "LFG Standstill Agreement"), insofar as they
relate to the Issuer and certain other limited partnerships
sponsored by Krupp. As a result, AHI agreed that, prior to the
Standstill Expiration Date (as defined in the LFG Standstill
Agreement) it will not and it will cause certain affiliates not
to (i) acquire, attempt to acquire or make a proposal to acquire,
directly or indirectly, more than 25% of the outstanding Units,
(ii) propose or propose to enter into, directly or indirectly,
any merger, consolidation, business combination, sale or
acquisition of assets, liquidation, dissolution or other similar
transaction involving the Issuer, (iii) make, or in any way
participate, directly or indirectly, in any solicitation of
"proxies" or "consents" (as such terms are used in the proxy
rules of the Commission) to vote, or seek to advise or influence
any person with respect to the voting of any voting securities of
the Issuer, (iv) form, join or otherwise participate in a "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) with
respect to any voting securities of the Issuer unless each member
of such group agrees in writing to be bound by the terms of the
LFG Standstill Agreement, provided, however, that those
affiliates bound by the LFG Standstill Agreement will not be
deemed to be acting in a "group" in violation of it solely by
virtue of voting in compliance with the LFG Standstill Agreement,
(v) sell, transfer or assign any Units to any person or entity
not bound by the terms and conditions of the LFG Standstill
Agreement, or (vi) loan money to, advise, assist or encourage any
person in connection with any action restricted or prohibited by
the terms of the LFG Standstill Agreement. Longacre and Krupp
are parties to a standstill agreement (the "Longacre Standstill
Agreement") containing terms similar to those described above
relating to a number of limited partnerships sponsored by Krupp.
Concurrently with the execution and delivery of the Assumption
Agreement, Longacre and Krupp amended the Longacre Standstill
Agreement to delete the Issuer from the schedule of partnerships
covered thereby.
In anticipation of AHI, the AHI General Partner and API becoming
co-bidders in the Krescent Tender Offer, AHI and its partners, on
the one hand, and Krescent and its members, on the other, entered
into a letter agreement, dated as of January 8, 1997 (the
"Krescent-AHI Agreement"), relating to the conduct of the
Krescent Tender Offer and the purchase by AHI of 41.8% of the
Units tendered pursuant thereto. The Krescent-AHI Agreement also
provides, among other things, that (I) if, after the exercise
and/or expiration of all outstanding options or other rights to
acquire an interest in Krescent, the direct and indirect
percentage ownership interest of Apollo Real Estate Investment
Fund II, L.P. and its affiliates (the "Apollo Group") in Krescent
exceed 83.6%, then AHI will be entitled to purchase additional
Units from Krescent so that, after giving effect to such
purchase, the total percentage of Units purchased by AHI from
Krescent equals 50% of such percentage interest of the Apollo
Group in Krescent; and (ii) each of AHI and Krescent has the
right to initiate a buy/sell procedure at any time after the
first anniversary of the expiration of the Krescent Tender Offer
(January 31, 1998) and so long as AHI and Krescent (and/or their
respective affiliates) own at least 2% of the outstanding Units.
The buy/sell procedures provide that either AHI or Krescent may
offer to buy Units from the other and the other must either sell
such Units to the offering party or buy the offering party's
Units at a purchase price per Unit and on such other terms and
conditions as set forth in the initiating party's offer. The
Krescent-AHI Agreement also contains indemnification provisions
pursuant to which the parties agree to indemnify each other in
respect to any material misstatements or omissions in certain
information provided by each of them in connection with the
Krescent Schedule 14D-1 and the offer materials relating to the
AHI Offer.
The discussion herein of the LFG Standstill Agreement, the
Assumption Agreement and the Krescent-AHI Agreement is subject to
and qualified in its entirety by reference to such agreements,
which were filed as exhibits to the Krescent Schedule 14D-1 and
are incorporated herein by reference.
Except as described above, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
The documents listed below are incorporated by reference as
exhibits to this Schedule 13D:
(a)
Exhibit 1. Settlement Agreement and Release, dated June 27,
1996, between The Krupp Corporation and Liquidity
Financial Group, L.P.
(filed on November 21, 1996 as Exhibit (c)(1) to
the Krescent Schedule 14D-1 and incorporated
herein by reference)
Exhibit 2. First Amendment to Settlement Agreement and
Release, dated October 8, 1996, between The
Krupp Corporation and Liquidity Financial Group,
L.P.
(filed on November 21, 1996 as Exhibit (c)(2) to
the Krescent Schedule 14D-1 and incorporated
herein by reference)
Exhibit 3. Second Amendment to Settlement Agreement, dated
January 6, 1997, between The Krupp Corporation
and Liquidity Financial Group, L.P.
(filed on January 10, 1997 as Exhibit (c)(6) to
Amendment 4 to the Krescent Schedule 14D-1 and
incorporated herein by reference)
Exhibit 4. Letter Agreement, dated January 8, 1997, between
Krescent Partners, L.L.C. and American Holdings
I, L.P.
(filed on January 10, 1997 as Exhibit (c)(9) to
Amendment 4 to the Krescent Schedule 14D-1 and
incorporated herein by reference)
Exhibit 5. Assumption Agreement, dated January 8, 1997,
between American Holdings I, L.P. and Liquidity
Financial Group, L.P.
(filed on January 10, 1997 as Exhibit (c)(8) to
Amendment 4 to the Krescent Schedule 14D-1 and
incorporated herein by reference)
Exhibit 6. Joint Filing Agreement, dated February 10, 1997,
among American Holdings I, L.P., American
Holdings I-GP, Inc., American Property Investors,
Inc., Longacre Corp., and Carl C. Icahn
(filed herewith)
<PAGE>
SIGNATURES
After due 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 February 10, 1997
AMERICAN HOLDINGS I, L.P.
By: AMERICAN HOLDINGS I,- GP, INC. ,General Partner
By: /s/ Henry J. Gerard
Henry J. Gerard
Title: Vice President
AMERICAN HOLDINGS I, GP, INC.
By: /s/ Henry J. Gerard
Henry J. Gerard
Title: Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ John P. Saldarelli
John P. Saldarelli
Title: Vice President
LONGACRE CORP.
By: /s/ Edward Mattner
Edward Mattner
Title: President
CARL C. ICAHN
By: /s/ Theodore Altman
Theodore Altman
Attorney-In-Fact
(Signature Page for Krupp Realty Fund Ltd. III
Schedule 13d)
Exhibit Index
Exhibit
1. Settlement Agreement and Release, dated June 27, 1996, between The
Krupp Corporation and Liquidity Financial Group, L.P.
2. First Amendment to Settlement Agreement and Release, dated October 8,
1996, between The Krupp Corporation and Liquidity Financial Group,
L.P.
3. Second Amendment to Settlement Agreement, dated January 6, 1997,
between The Krupp Corporation and Liquidity Financial Group, L.P.
4. Letter Agreement, dated January 8, 1997, between Krescent Partners,
L.L.C. and American Holdings I, L.P.
5. Assumption Agreement, dated January 8, 1997, between American Holdings
I, L.P. and Liquidity Financial Group, L.P.
6. Joint Filing Agreement, dated February 10, 1997, among American
Holdings I, L.P., American Holdings I-GP, Inc., American Property
Investors, Inc., Longacre Corp., and Carl C. Icahn
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of statements on
Schedule 13D (including amendments thereto) with respect to the
limited partnership interests and assignee interests therein of
Krupp Realty Fund, Ltd. III and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 10th day of February,
1997.
AMERICAN HOLDINGS I, L.P.
By: American Holdings I- GP, Inc.,
its general partner
By: /s/ Henry J. Gerard
Henry J. Gerard
Title: Vice President
AMERICAN HOLDINGS I-GP, INC.
By: /s/ Henry Gerard
Henry J. Gerard
Title: Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ John P. Saldarelli
John P. Saldarelli
Title: Vice President
LONGACRE CORP.
By: /s/ Edward Mattner
Edward Mattner
Title: President
CARL C. ICAHN
By: /s/ Theodore Altman
Theodore Altman
Attorney-In-Fact
[Joint Filing Agreement for Schedule 13D
with respect to Krupp Realty Fund, Ltd. III]
