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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. 2
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 copies 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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This Amendment No. 2, dated May 28, 1999 (the "Amendment"), to the
Tender Offer Statement on Schedule 14D-1 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 (as
defined below).
This Amendment and the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on May 14, 1999 and
amended by Amendment No. 1 thereto dated May 20, 1998, 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").
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Item 1. 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)(8) Solicitation material sent to certain Unitholders
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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: 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
(a)(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.
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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.
