SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
-----------------------
Krupp Realty Fund, Ltd. - III
(Name of Subject Company)
Madison Liquidity Investors 104, LLC
Madison/OHI Liquidity Investors, LLC
(Bidders)
Units of Limited Partnership Interests
(Title of Class of Securities)
501128 10 2
(CUSIP Number of Class of Securities)
-------------------------
<TABLE>
<S> <C>
Ronald M. Dickerman Copy to:
Madison Liquidity Investors 104, LLC Jonathan N. Baum
Madison/OHI Liquidity Investors, LLC Baum & Associates
P.O. Box 7461 39 Hollenbeck Avenue
Incline Village, Nevada 89452 Great Barrington, Massachusetts 01230
(212) 687-0251 (413) 528-7980
</TABLE>
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Calculation of Filing Fee
------------------------------------------------------------------
<TABLE>
<S> <C>
Transaction Amount of
Valuation* Filing Fee
$532,100.00 $106.42
</TABLE>
------------------------------------------------------------------
*For purposes of calculating the filing fee only. This amount
assumes the purchase of 1,252 units of Investor Limited Partnership
Interests ("Units") of the Subject Company at $425.00 in cash per
Unit.
[X]Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $106.42
Form or Registration Number: Schedule 14D-1
Filing Party: Madison Liquidity Investors 104, LLC; Madison/OHI
Liquidity Investors, LLC
Date Filed: April 21, 1999
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Madison Liquidity Investors 104, LLC
134022656
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
1,219 Madison Partnership Liquidity Investors 44, LLC
18 Gramercy Park Investments, LP
10 ISA Partnership Liquidity Investors, LP
1,247
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
[ ]
9. Percent of Class Represented by Amount in Row (7)
4.99
10. Type of Reporting Person (See Instructions)
OO
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Madison/OHI Liquidity Investors, LLC
137167955
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)
OO
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
1,219 Madison Partnership Liquidity Investors 44, LLC
18 Gramercy Park Investments, LP
10 ISA Partnership Liquidity Investors, LP
1,247
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
[ ]
9. Percent of Class Represented by Amount in Row (7)
4.99
10. Type of Reporting Person (See Instructions)
OO
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule
14D-1 originally filed with the Securities and Exchange Commission
on April 21, 1999 by Madison Liquidity Investors 104, LLC and
Madison/OHI Liquidity Investors, LLC. All capitalized terms used
herein but not otherwise defined shall have the meanings ascribed to
such terms in the Offer to Purchase dated April 21, 1999.
Item 10. Additional Information.
Item 10(f) is hereby amended to add the following:
(f) The information set forth in exhibit (a)(4) attached
hereto is incorporated herein by reference.
Item 11. Materials to Be Filed as Exhibits.
The following documents are filed as exhibits to this Amended
Schedule 14D-1:
(a)(4) Press Release, dated May 25, 1999
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: May 25, 1999
MADISON LIQUIDITY INVESTORS 104, LLC
MADISON/OHI LIQUIDITY INVESTORS, LLC
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman, Managing Director
EXHIBIT INDEX
(a)(4) Press Release, dated May 25, 1999
Exhibit (a)(4)
MADISON LIQUIDITY INVESTORS 104, LLC
FOR IMMEDIATE RELEASE
Contact: Madison Liquidity Investors 104, LLC
(303) 858-0000.
Incline Village, Nevada, May 25, 1999 - Madison Liquidity Investors
104, LLC (the "Bidder") announced today that it has terminated its
offer (the "Offer") to purchase up to 1,252 of the outstanding Units
of Limited Partnership Interest ("Units") of Krupp Realty Fund,
Ltd. - III (the "Partnership"). On May 14, 1999, KRF3 Acquisition
Company, L.L.C., KRF Company, L.L.C. and The Krupp Family Limited
Partnership - 94 (collectively, "Krupp") filed with the Securities
and Exchange Commission a Schedule on Form 14D-1 indicating their
intention to acquire more than 50% of the outstanding Units.
Pursuant to Section 15 of the Bidder's Offer to Purchase, dated
April 21, 1999, the Bidder elected on May 21, 1999 to terminate the
Offer as a result of Krupp's proposal to acquire Units. All Units
tendered to the Bidder, as well as the Agreements of Assignment and
Transfer, will be returned to those Unitholders who submitted Units
during the offering period and none will be accepted for purchase by
the Bidder.
Madison Liquidity Investors 104, LLC is an affiliate of The Madison
Avenue Capital Group, LLC, a Delaware limited liability company that
invests in limited partnership units, common stock and other
securities issued by companies which own diversified portfolios of
real estate, cable television systems, transportation and other
leased equipment, film portfolios, LBO/venture investment portfolios
and other cash flow producing assets. The Madison Avenue Capital
Group and its affiliates have over $270 million in committed
capital. Questions may be directed to Madison Liquidity Investors
104, LLC, P.O. Box 4757, Englewood, Colorado 80155, telephone (303) 858-0000.
