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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. 2
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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, 1999
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<PAGE>
This Amendment No. 2, dated May 28, 1999 (the "Amendment"), to the Rule
13E-3 Transaction Statement originally filed with the Securities and Exchange
Commission on May 14, 1999 and amended by Amendment No. 1 thereto dated May 20,
1999, attaches additional 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 and amended by
Amendment No. 1 thereto dated May 20, 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
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(d)(8) Solicitation material sent to certain Unitholders
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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 28, 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
(d)(8) Solicitation material sent to certain Unitholders
May 28, 1999
Dear Investor:
Recently, you received a package from KRF3 regarding our offer to buy all of
your Investor Limited Partnership Interests in Krupp Realty Fund, Ltd.- III
("Realty- III") for $550 per Unit in cash. We have realized that in speaking
with the Realty -III investors that certain issues need to be clarified.
o TIME IS RUNNING OUT
June 11, 1999 is the expiration date of the offer.
o WE ARE AN AFFILIATE OF REALTY - III
KRF3 is an affiliate of Realty- III. We are real estate buyer's not
arbitrageurs. We believe we are offering fair value for the Units.
o THIS IS THE HIGHEST OFFER
The $550 per Unit offered by us is the highest offer made by any tender
offer bidder to date.
o IMMEDIATE PAYMENT
Payment for your tendered Units will be made 30 days from the close of the
offering. There are no fees to be paid by you associated with this
transaction.
o OPPORTUNITY FOR BETTER REINVESTMENT
If you choose to tender your Units you will have the opportunity to
reinvest in assets that offer more liquidity, more diversification and less
risk. In addition, you will not have to bear the risks associated with
ownership of Realty-III including increasing market competition and the
possibility that higher financial leverage will be necessary to finance
required capital improvements.
If you have any additional questions, concerns or need assistance in completing
your paperwork please call 1 (800) 605-6774 or you can reach our representatives
via e-mail: [email protected]. Remember the expiration date of the
offer is June 11, 1999.
Sincerely,
KRF3 Acquisition Company, L.L.C.
<PAGE>
May 28, 1999
We 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 $550.00 each. As you know this offer expires on June 11, 1999 and we have
not received the yellow application to tender your Units.
Enclosed you will find another copy of the Agreement of Assignment and Transfer
for you to complete (please disregard this if you have already mailed it to us).
If need any assistance in completing the form, please give us a call at 1(800)
605-6774. Our representatives are available to assist you. They can also be
reached via e-mail:
[email protected].
KRF3 Acquisition Company, L.L.C.
