SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2000
KRUPP REALTY FUND, LTD. - III
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(Exact name of registrant as specified in charter)
State of Massachusetts 005-46975 04-2763323
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
c/o The Berkshire Group, One Beacon Street, Boston, MA 02108
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 574-8385
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On April 27, 2000 (the "Effective Date"), Krupp Realty Fund,
Ltd. - III (the "Partnership") consummated a merger (the
"Merger") with KRF3 Acquisition Company, L.L.C. (the
"Purchaser") pursuant to an Agreement and Plan of Merger by
and between the Partnership and the Purchaser, dated as of
April 27, 2000 (the "Merger Agreement"). The Merger was
approved by the Partnership's unitholders at a meeting held on
April 27, 2000. The Merger became effective on April 27, 2000
after the filing of a Certificate of Merger with the Secretary
of State of the State of Delaware and a Certificate of Merger
with the Secretary of State of the State of Massachusetts. As
a result of the Merger, the Partnership was merged with and
into the Purchaser, with the Purchaser as the surviving entity
(the "Surviving Entity"), and each Limited Partnership Unit,
other than those held by the General Partners (as defined in
the Merger Agreement), the Original Partners (as defined in
the Merger Agreement) and the Affiliate Limited Partners (as
defined in the Merger Agreement), in the Partnership were
converted into the right to receive $600.00 in cash.
Following the Merger, KRF Company, L.L.C. and various
investment funds affiliated with Equity Resources, Inc. own
100% of the equity of the Surviving Entity, have complete
control over the management and conduct of the Surviving
Entity's business, and have complete control over all income
generated by the assets of the Surviving Entity and any future
increase in value of the assets of the Surviving Entity.
The transaction was financed by (1) $379,000 of proceeds in
the form of a capital contribution from KRF Company, L.L.C. to
the Purchaser and (2) $27,093,000 of proceeds in the form of
loans entered into between subsidiaries of the Purchaser and
Reilly Mortgage Capital Corporation.
As a result of the Merger, the Partnership will promptly file
to deregister its Limited Partnership Units under the
Securities Exchange Act of 1934.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, KRF3 Acquisition Company, L.L.C. (the successor by merger to Krupp
Realty Fund, Ltd. - III) has duly caused this report to be signed on behalf of
Krupp Realty Fund, Ltd. - III by the undersigned thereunto duly authorized.
Date: May 5, 2000
KRF3 ACQUISITION COMPANY, L.L.C.
By: KRF Company, L.L.C., it 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
