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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
Under the Securities Exchange Act of 1934
Amendment No. 5 (final)
Krupp Realty Fund, Ltd. - III
(Name of Subject Company)
KRF3 Acquisition Company, L.L.C.,
KRF Company, L.L.C., and
The Krupp Family Limited Partnership - 94
(Bidders)
Units of Limited Partnership Interests
(Title of Class of Securities)
501128 10 2
(CUSIP Number of Class of Securities)
Scott D. Spelfogel
The Berkshire Group
One Beacon Street
Boston, Massachusetts 02108
(617) 574-8385
with a copy to:
James M. Dubin
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Telephone: (212) 373-3000
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
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2
1. Names of Reporting Persons and S.S. or I.R.S. Identification Nos. of
Above Persons
KRF3 Acquisition Company, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) |X|
3. SEC Use Only
4. Sources of Funds (see instructions)
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
Pursuant to the tender offer the Reporting Person acquired
beneficial ownership of 10,380 Units.
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
(See Instructions)
9. Percent of Class Represented by Amount in Row (7)
41.5%
10. Type of Reporting Person (See Instructions)
OO
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CUSIP No. 501128 10 2
11. Names of Reporting Persons and S.S. or I.R.S. Identification Nos. of
Above Persons
KRF Company, L.L.C.
12. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) |X|
13. SEC Use Only
14. Sources of Funds (see instructions)
AF
15. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
16. Citizenship or Place of Organization
Delaware
17. Aggregate Amount Beneficially Owned by Each Reporting Person
Pursuant to the tender offer the Reporting Person indirectly
acquired beneficial ownership of 10,380 Units.
18. Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
(See Instructions)
19. Percent of Class Represented by Amount in Row (7)
41.5%
20. Type of Reporting Person (See Instructions)
OO
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CUSIP No. 501128 10 2
1. Names of Reporting Persons and S.S. or I.R.S. Identification Nos. of
Above Persons
The Krupp Family Limited Partnership-94
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) |X|
3. SEC Use Only
4. Sources of Funds (see instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
Massachusetts
7. Aggregate Amount Beneficially Owned by Each Reporting Person
Pursuant to the tender offer the Reporting Person indirectly
acquired beneficial ownership of 10,380 Units.
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
(See Instructions)
9. Percent of Class Represented by Amount in Row (7)
41.5%
10. Type of Reporting Person (See Instructions)
PN
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5
This Amendment No. 5, dated June 23, 1999 (the "Amendment"), to the
Tender Offer Statement on Schedule 14D-1 originally filed by KRF3 Acquisition
Company, L.L.C., KRF Company, L.L.C. and The Krupp Family Limited Partnership-94
with the Securities and Exchange Commission on May 14, 1999 and amended by
Amendment No. 1 thereto dated May 20, 1999, Amendment No. 2 thereto dated May
28, 1999, Amendment No. 3 dated June 4, 1999 and Amendment No. 4 thereto dated
June 11, 1999 (collectively, the "Schedule"). This Amendment constitutes the
final amendment to the Schedule pursuant to instruction D of Schedule 14D-1 and
also constitutes the statement on Schedule 13D of the Purchaser.
This Amendment and the Schedule relate to a tender offer by the
Purchaser, to purchase any and all outstanding investor limited partnership
interests (the "Units") of Krupp Realty Fund, Ltd. - III, a limited partnership
organized under the laws of Massachusetts, for $550 per Unit, in cash, less the
aggregate amount of distributions per Unit, if any made after May 14, 1999,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase and the Supplement to the Offer to Purchase, each dated as of
May 14, 1999 and Supplement No. 2 to the Offer to Purchase, dated as of June 11,
1999 (collectively, the "Offer to Purchase") and in the related Agreement of
Assignment and Transfer, as amended (which together constitute the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule or
in the Offer to Purchase.
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Item 6. Interest in Securities of the Subject Company
Item 6 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following information thereto:
On June 23, 1999 the Purchaser announced that it had completed its
Offer to acquire any and all Units for $550 per Unit in cash, less the aggregate
amount of Partnership distributions, if any, made after May 14, 1999, without
interest. The Offer expired as scheduled at 12:00 midnight, New York City time,
on June 18, 1999.
The Purchaser has been informed by the Depository that 10,380 Units,
representing approximately 41.52% of all the issued and outstanding Units, have
been tendered and not withdrawn prior to the Expiration Date. The Purchaser
intends to pay promptly for the Units tendered and accepted for payment pursuant
to the Offer.
The full text of the Purchaser's press release announcing completion of
the Offer and the acceptance of tendered Units is set forth in exhibit (a)(15)
hereto and is incorporated by reference herein.
Item 11. Material to Be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following exhibits thereto:
(a)(15) Press Release dated June 23, 1999
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment is true, complete and correct.
Dated: June 23, 1999
KRF3 Acquisition Company, L.L.C.
By: KRF Company, L.L.C.,
its sole member
By: The Krupp Family Limited
Partnership - 94,
its sole member
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: General Partner
KRF Company, L.L.C.
By: The Krupp Family Limited
Partnership - 94,
its sole member
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: General Partner
The Krupp Family Limited Partnership-94
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: General Partner
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EXHIBIT INDEX
Exhibit No. Description
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(a)(15) Press Release dated June 23, 1999
NEWS RELEASE
FOR IMMEDIATE RELEASE
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For further information call:
Phil Darby
Krupp Funds Group
1-800-25-KRUPP
KRF3 ACQUISITION COMPANY, L.L.C.
COMPLETES TENDER OFFER
FOR UNITS OF KRUPP REALTY FUND, LTD. - III
Boston, MA - June 23, 1999 - KRF3 Acquisition Company, L.L.C. (the
"Purchaser") announced today that it has completed its tender offer for all of
the issued and outstanding investor limited partnership interests (the "Units")
of Krupp Realty Fund, Ltd. - III at a price of $550.00 per Unit, net to the
seller in cash less partnership distributions made after May 14, 1999.
The Offer expired as scheduled at 12:00 midnight, New York City time,
on Friday, June 18, 1999. The Purchaser reported that, based on information
provided by the Depository for the Offer, approximately 10,380 Units had been
tendered and not withdrawn as of the expiration of the offer. Such shares
represent approximately 41.52% of all of the issued and outstanding Units. All
Units The Purchaser intends to pay promptly for the Units validly tendered and
accepted for payment pursuant to the tender offer.
