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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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KRUPP REALTY LIMITED PARTNERSHIP - V
(Name of Subject Company)
KRUPP REALTY LIMITED PARTNERSHIP - V
(Name of Person Filing Statement)
Limited Partnership Units
(Title of Class of Securities)
501128 30 0
(CUSIP Number of Class of Securities)
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Douglas S. Krupp
The Krupp Corporation
One Beacon Street
Boston, Massachusetts 02108
(617) 523-7722
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person(s) filing Statement)
Copy to:
Scott D. Spelfogel, Esq. James M. Dubin, Esq.
The Berkshire Group Paul, Weiss, Rifkind, Wharton & Garrison
One Beacon Street 1285 Avenue of the Americas
Boston, Massachusetts 02108 New York, New York 10019-6064
(617) 574-8385 (212) 373-3000
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This statement constitutes Amendment No. 2 to the initial Tender Offer
Statement on Schedule 14D-9, dated December 2, 1999, as amended on December 21,
1999 (as amended, the "Schedule 14D-9"), of Krupp Realty Limited Partnership - V
(the "Partnership") relating to the offer of ERP Operating Limited Partnership,
an Illinois limited partnership ("ERP"), to purchase units of investor limited
partnership interest (the "Units") of the Partnership. The item numbers and
responses thereto are set forth below in accordance with the requirements of
Schedule 14D-9.
Items 1.- 9.
Except as follows, incorporated by reference from the Partnership's
Schedule 14D-9 and the Cover letters to Unit holders, dated December 2, 1999,
and December 21, 1999.
Item 2. Tender Offer of the Bidder
This statement relates to a third unsolicited offer by ERP disclosed in
Amendment No. 2, dated December 23, 1999 ("Amendment No. 2"), to its Tender
Offer Statement on Schedule 14D-1, dated November 23, 1999, as amended on
December 15, 1999 (as amended, the "Schedule 14D-1"), to purchase up to 35,190
Units at a price of $1,100 per Unit, in cash, less the amount of any
distributions declared or made with respect to the Units between December 23,
1999 and January 21, 2000, or such other date to which its offer may be
extended, upon the terms and subject to the conditions set forth in ERP's Offer
to Purchase, dated November 23, 1999, the amendments to the Offer to Purchase,
dated December 15, 1999, and December 23, 1999, respectively, and the related
Letters of Transmittal (which collectively constitute the "Third ERP Offer" and
are contained within the Schedule 14D-1 and Amendment No. 2 thereto).
Under the Third ERP Offer, ERP will not purchase Units unless a minimum
of 51% of the issued and outstanding Units are tendered to ERP. In addition, ERP
will only purchase 99% of the total number of Units tendered by each holder of
Units (a "Unitholder") if ERP's purchase of all tendered Units would result in
there being less than 350 Unitholders. The Partnership has 35,200 Units issued
and outstanding held by approximately 2,100 Unitholders as of December 31, 1998.
An affiliate of ERP already owns an interest in ten Units. If ERP were to
purchase the 35,190 Units being offered for, it and its affiliates would own
100% of the outstanding Units.
Item 4. The Solicitation or Recommendation
The Krupp Corporation, a Massachusetts corporation and the corporate
general partner of the Partnership (the "Corporate General Partner"), has been
advised by KR5 Acquisition, L.L.C., a newly formed Delaware limited liability
company and an affiliate of the Corporate General Partner ("KR5 Acquisition"),
that KR5 Acquisition is preparing a revised offer which it expects to deliver to
the Corporate General Partner shortly. Accordingly, the Corporate General
Partner defers making a determination with respect to the Third ERP Offer. On or
before January 6, 2000, the Corporate General Partner will advise Unitholders of
its
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position with respect to the Third ERP Offer and the KR5 Acquisition offer.
Prior to such time, the Corporate General Partner requests that Unitholders
defer making a determination whether to accept or reject the Third ERP Offer.
Item 8. Additional Information to be Furnished
This document does not constitute a solicitation of proxies or consents
from holders of Units. Any such solicitation that may be made by the Partnership
will be made only pursuant to separate materials complying with the requirements
of Section 14(a) of the Securities and Exchange Act of 1934, as amended, and the
rules and regulations thereunder.
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Item 9. Material to be Filed as Exhibits
1. Cover letter to Unit holders from the
Partnership dated December 2, 1999.*
2. The Amended Agreement, dated as of July 27,
1983, by and among The Krupp Company Limited
Partnership II and The Krupp Corporation, as
general partners, The Krupp Company Limited
Partnership II, as the Original Limited
Partner, and those persons who have been
admitted to the Partnership as Investor
Limited Partners pursuant to the terms of the
such Agreement Form of Property Management
Agreement between the Partnership and
Berkshire Property Management Company.*
3. Park Place Property Management Agreement,
dated as of January 1, 1994, between the
Partnership and Berkshire Realty Enterprises
Limited Partnership.*
4. Amendment to Park Place Property Management
Agreement between the Partnership and
Berkshire Realty Enterprises Limited
Partnership, dated as of January 1, 1996.*
5. Century II Apartments Property Management
Agreement, dated as of January 1, 1996,
between the Partnership and Berkshire Realty
Enterprises Limited Partnership.*
6. Cover letter to Unit holders from the
Partnership dated December 21, 1999.*
7. Cover letter to Unit holders from the
Partnership dated December 30, 1999.
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* Previously filed.
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SIGNATURE
After reasonable 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: December 30, 1999
KRUPP REALTY LIMITED PARTNERSHIP - V
By: The Krupp Corporation, a
general partner
By: /s/ Douglas S. Krupp
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Name: Douglas S. Krupp
Title: President and Co-Chairman
of the Board
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EXHIBIT INDEX
Exhibit Description Page
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1. Cover letter to Unit holders from the
Partnership dated December 2, 1999.*
2. The Amended Agreement, dated as of July
27, 1983, by and among The Krupp Company
Limited Partnership II and The Krupp
Corporation, as general partners, The
Krupp Company Limited Partnership II, as
the Original Limited Partner, and those
persons who have been admitted to the
Partnership as Investor Limited Partners
pursuant to the terms of the such
Agreement Form of Property Management
Agreement between the Partnership and
Berkshire Property Management Company.*
3. Park Place Property Management
Agreement, dated as of January 1, 1994,
between the Partnership and Berkshire
Realty Enterprises Limited Partnership.*
4. Amendment to Park Place Property
Management Agreement between the
Partnership and Berkshire Realty
Enterprises Limited Partnership, dated
as of January 1, 1996.*
5. Century II Apartments Property
Management Agreement, dated as of
January 1, 1996, between the Partnership
and Berkshire Realty Enterprises Limited
Partnership.*
6. Cover letter to Unit holders from the
Partnership dated December 21, 1999.*
7. Cover letter to Unit holders from the
Partnership dated December 30, 1999.
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* Previously filed.
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KRUPP REALTY LIMITED PARTNERSHIP - V
AN IMPORTANT MESSAGE FOR OUR LIMITED PARTNERS
December 30, 1999
Dear Limited Partner:
On December 23, 1999, ERP Operating Partnership, an Illinois limited
partnership, made a third unsolicited tender offer to purchase all of the
limited partnership interests of Krupp Realty Limited Partnership - V. We have
been advised by KR5 Acquisition, L.L.C., a newly formed Delaware limited
liability company and an affiliate of ours, that it is preparing a revised offer
which it expects to deliver to us shortly. Accordingly, we defer making a
determination with respect to the ERP offer. On or before January 6, 2000, we
will advise you of our position with respect to the ERP offer and the KR5 offer.
Prior to such time, we request that you defer making a determination whether to
accept or reject the ERP offer.
Enclosed is a copy of the partnership's amended Statement on Schedule
14D-9 which has been filed with the Securities and Exchange Commission.
Please do not hesitate to call our Investor Communication
representatives at 1-800-255-7877 for assistance in any partnership matter.
Sincerely yours,
/s/ Douglas S. Krupp
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Douglas S. Krupp
The Krupp Corporation,
a General Partner
This document does not constitute a solicitation of proxies or consents from
holders of limited partnership interests. Any such solicitation that may be made
by the partnership will be made only pursuant to separate materials complying
with the requirements of
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Section 14(a) of the Securities and Exchange Act of 1934, as amended, and the
rules and regulations thereunder.
