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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. 5
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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 a copy 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
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Transaction Valuation: $13,750,000 Amount of filing fee: $2750.00
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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. 5, dated June 23, 1999 (the "Amendment") amends and
supplements the Rule 13E-3 Transaction Statement 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 thereto dated June 4, 1999 and Amendment No.
4 thereto dated June 11, 1999 (collectively, the "Statement"). Capitalized terms
not defined herein have the meaning ascribed to them in the Statement.
This Amendment and the Statement 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 dated as of May 14, 1999, the Supplement to the Offer to
Purchase 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").
3
<PAGE>
The items of the Statement set forth below are hereby amended and supplemented
as follows:
Item 10. Interest in Securities of the Issuer.
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 (d)(15) hereto and is incorporated by reference herein.
Item 17. Material to be Filed as Exhibits.
Exhibit No. Description
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(d)(15) Press Release dated June 23, 1999
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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: 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
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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(d)(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.
