SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
AMENDMENT NO. 1
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KRUPP REALTY FUND, LTD. - III
(Name of Issuer)
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KRF3 ACQUISITION COMPANY, L.L.C.
KRF COMPANY, L.L.C.
THE KRUPP FAMILY LIMITED PARTNERSHIP - 94
(Name of Person(s) Filing Statement)
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LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
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501128 10 2
(CUSIP Number of Class of Securities)
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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)
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WITH COPIES TO:
JAMES M. DUBIN, 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. [ ] The filing of solicitation materials or an information statement subject
to 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. [X] 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: [ ]
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CALCULATION OF FILING FEE
Transaction Valuation: $13,750,000 Amount of filing fee: $2750.00
o Transaction valuation assumes the purchase of 25,000 units Krupp Realty
Fund, Ltd. - III. at $550 in cash per Unit. 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 such
transaction value.
[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: $2750.00
Filing Parties: KRF3 Acquisition Company, L.L.C., KRF Company, L.L.C. and The
Krupp Family Limited Partnership-94
Form or Registration No.: Schedule 14D-1
Date Filed: May 14, 1989
<PAGE>
This Amendment No. 1, dated May 20, 1999 (the "Amendment"), to the Rule
13E-3 Transaction Statement originally filed with the Securities and Exchange
Commission on May 14, 1999, attaches (a) information furnished to persons making
oral solicitations on behalf of KRF 3 Acquisition Company, L.L.C., a Delaware
limited liability company (the "Purchaser"), in connection with the Offer (as
defined below) and (b) solicitation materials sent to holders of Units (as
defined below) ("Unitholders") in connection with the Offer.
This Amendment and the Rule 13E-3 Transaction Statement originally
filed with the Securities and Exchange Commission on May 14, 1999 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 in the related Agreement of
Assignment and Transfer (which together constitute the "Offer").
2
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Rule 13E-3 Transaction Statement is hereby
amended and supplemented by adding the following exhibits
thereto:
EXHIBIT NO. DESCRIPTION
(d)(6) Suggested scripts distributed to persons engaged to solicit
Unitholders by telephone
(d)(7) Postcards sent to certain Unitholders
<PAGE>
SIGNATURE
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 as of: May 20, 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
-----------------
Name: Douglas Krupp
Title: General Partner
The Krupp Family Limited Partnership-94
By: /s/ Douglas Krupp
-----------------
Name: Douglas Krupp
Title: General Partner
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(d)(6) Suggested scripts distributed to persons engaged to solicit
Unitholders by telephone
(d)(7) Postcards sent to certain Unitholders
Hello,
I am calling on behalf of the Krupp Funds Group Limited Partnership regarding
your investment in Krupp Realty Fund, Ltd.-III and the tender offer to purchaser
your units at $550.00 each. We want to make sure you received the material and
answer any questions. Please review the material and if you choose to accept,
return the yellow application to Krupp Funds Group Limited Partnership using the
enclosed business reply envelope. Any questions, please do not hesitate to call.
OUR TOLL FREE NUMBER IS 1-800-605-6774. If we don't hear from you within two
days, we'll give you a call and answer your questions.
Thank you and have a nice day.
<PAGE>
INVESTOR SCRIPT
KRUPP REALTY FUND, LTD. - III ACQUISITION BY KRF3 ACQUISITON
COMPANY, L.L.C.
Hello, my name is _____________ and I am calling in regard to the letter you
received from KRF3 Acquisition Company. As you know, the company is seeking to
buy all of your Investor Limited Partnership Interests in Krupp Realty Fund III
for $550 per Unit in cash.
If I could take a minute of your time, I would like to highlight a few very
important points and answer any questions you may have pertaining to the offer.
COMPARE OUR OFFER OF $550 TO MADISON LIQUIDITY INVESTORS OFFER OF $425
Recently, you received an offer from Madison Liquidity Investors of $425 per
Unit, which we believe is inadequate. Our offer price is $550 per Unit, which is
29% higher than the Madison offer. In addition, we will pay the $50 transfer
fee, which Madison has not included in their offer.
STATUS OF FUND III'S PROPERTIES
The Apartment complexes owned by the Partnership are:
(1) facing recent increased competition from newly constructed and
renovated residential units in their markets;
(2) as a result, substantial capital improvements may be required for
the properties to compete in this changing market.
IMPLICATIONS OF FUND III'S ADDITIONAL CAPITAL IMPROVEMENT REQUIREMENTS The
implications to Fund III of the additional capital improvement requirements are:
(1) substantial capital will be required for the properties, which
can be raised by:
- additional bank borrowings, which will result in higher
leverage for the Fund:
- and, the discontinuation of future cash distributions by the
Partnership to Unitholders
(2) The Partnership's ability to finance all required improvements is
uncertain.
Consequently, this offer presents an opportunity for Unitholders who do not want
to continue to participate in the risks associated with the ownership of
multifamily properties, including the risks associated with these recent
developments in the Partnership's markets.
OPPORTUNITY TO ELIMINATE UNCERTAINTIES REGARDING YOUR UNITS
By selling your Units today, you will eliminate the uncertainties relating to
the amount you might receive on future liquidation of the Partnership, which
will depend upon:
(1) the then-current markets for the properties, as well as
(2) the amounts required to be reserved to satisfy contingent
liabilities associated with these sales.
Furthermore, by selling the Units for cash now, you will have the option to
invest your assets into alternative and potentially more liquid investments.
<PAGE>
THERE IS NO FORMAL TRADING MARKET FOR YOUR UNITS
Because there is no formal trading market for your Units, they can be difficult
to sell on any secondary market. Our offer provides you with the opportunity to:
(1) immediately sell your Units for what we believe is a fair price
without the commissions or broker's fee of a secondary market
sale, and
(2) we will pay the $50 transfer fee charged by the Partnership
usually paid by the seller.
UNITHOLDERS WILL BE PAID PROMPTLY UPON TENDER OF THEIR UNITS
Unitholders who choose to tender their Units to us will be paid promptly. If you
wish to accept our offer, I can help you complete the necessary forms. Our offer
will expire at midnight New York City time on June 11, 1999, unless the offer is
extended.
OTHER
Do you have any questions at this time?
May I help you complete the necessary forms?
If you have any questions at a later date or need assistance please call us at
800-605-6774 and we will be happy to expedite this process for you.
Thank you for your time!
FRONT
We, the Information Agent, spoke to you a few days ago regarding your investment
in Krupp Realty Fund, Ltd.-III. You conveyed to us that you were considering
tendering your units for $550 each. As of today, we have not received the yellow
application to tender your units.
* Have you lost or misplaced the application to tender at $550?
* Do you still have unanswered questions?
* Are you confused?
If you answered yes to one or all of these questions, please pick up the phone
and call us toll free at 1-800-605-6774.
Please don't wait.
Thank you.
Krupp Funds Group Limited Partnership
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<PAGE>
FRONT
We have been trying to reach you on behalf of our client, Krupp Funds Group
Limited Partnership. Kindly telephone us toll free at 1-800-605-6774.
Thank you.
Georgeson & Company Inc.
- --------------------------------------------------------------------------------
BACK
PROXY SOLICITATIONS
ANALYTICAL SERVICES
MERGERS & ACQUISITIONS
INVESTOR RELATIONS IMPORTANT INFORMATION
ON REVERSE SIDE
CORPORATE GOVERNANCE
COUNSELING
INVESTOR TARGETING
COMMUNICATIONS PROGRAMS
INTERNET VOTING
TOUCH TONE VOTING
Georgeson
& Company Inc.
--------------
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