UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KRUPP CASH PLUS LIMITED PARTNERSHIP
(Name of Issuer)
UNITS OF INVESTOR LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
501112 10 6
(CUSIP Number)
Bonnie D. Podolsky, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 501112 10 6
1 NAME OF REPORTING PERSON
AMERICAN HOLDINGS I, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF;WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
193,237.2565 Depositary Receipts
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
193,237.2565 Depositary Receipts
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,237.2565 Depositary Receipts
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 501112 10 6
1 NAME OF REPORTING PERSON
AMERICAN HOLDINGS I, - GP, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
193,237.2565 Depositary Receipts
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
193,237.2565 Depositary Receipts
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,237.2565 Depositary Receipts
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
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SCHEDULE 13D
CUSIP No. 501112 10 6
1 NAME OF REPORTING PERSON
AMERICAN PROPERTY INVESTORS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
193,237.2565 Depositary Receipts
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
193,237.2565 Depositary Receipts
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,237.2565 Depositary Receipts
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 501112 10 6
1 NAME OF REPORTING PERSON
LONGACRE CORP.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
745.5 Depositary Receipts
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
745.5 Depositary Receipts
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
745.5 Depositary Receipts
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.002%
14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 501112 10 6
1 NAME OF REPORTING PERSON
CARL C. ICAHN
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
193,982.7565 Depositary Receipts
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
193,982.7565 Depositary Receipts
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,982.7565 Depositary Receipts
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.802%
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement relates to Depositary Receipts representing units
of investor limited partnership interests ("Units") of Krupp Cash
Plus Limited Partnership, a Delaware limited partnership (the
"Issuer"). The address of the principle executive offices of the
Issuer is 470 Atlantic Avenue, Boston, Massachusetts 02210.
Item 2. Identity and Background
This Statement is filed jointly by American Holdings I, L.P.
("AHI"), American Holdings I - GP, Inc. (the "AHI General
Partner"), American Property Investors, Inc., ("API"), Longacre
Corp. ("Longacre") and Carl C. Icahn (collectively, the
"Reporting Persons").
AHI is a Delaware limited partnership. The AHI General Partner,
AHI's general partner, is a Delaware corporation which is wholly-owned
by American Real Estate Holdings, L.P., a Delaware limited
partnership ("AREH"). The general partner of AREH is API, a
Delaware corporation which is wholly-owned by Carl C. Icahn.
Longacre is a Delaware corporation which is wholly-owned by Carl
C. Icahn. The address of the principal offices of each of AHI,
the AHI General Partner, AREH and API is 100 South Bedford Road,
Mount Kisco, New York 10549. The address of the principal
offices of Longacre is 1 Wall Street, New York, New York 10005.
Mr. Icahn's business address is c/o Icahn Associates Corp., 767
Fifth Avenue, New York, New York 10153.
AHI and the AHI General Partner were recently formed for the
purpose of acquiring Units of the Issuer as well as acquiring the
securities of certain other limited partnerships. API is engaged
in the business of acting as general partner of AREH. Longacre
is principally engaged in the business of investing in
securities.
The name and positions of the executive officers and directors of
the AHI General Partner, API and Longacre are set forth below.
The business address of each such executive officer and director
(other than Mr. Icahn, Mr. Mattner, Mr. Mitchell and Ms. Golden)
is 100 South Bedford Road, Mount Kisco, N.Y. 10549. Mr.
Mattner's, Mr. Mitchell's and Ms. Golden's business address is
c/o Icahn Associates Corp., 767 Fifth Avenue, New York, New York
10153. Each such executive officer and director is a citizen of
the United States of America. Each executive officer and
director listed below (other than Mr. Icahn) disclaims beneficial
ownership of the Units beneficially owned by the Reporting
Persons.
Carl C. Icahn Director and Chairman of the Board
(API); Director (Longacre)
Alfred D. Kingsley Director (API)
William A. Leidesdorf Director (API)
Jack G. Wasserman Director (API)
John P. Saldarelli Vice President, Secretary and Treasurer
(API); Director, Secretary and Treasurer
(AHI General Partner)
Henry J. Gerard Vice President (AHI General Partner)
Edward Mattner President (Longacre)
Robert J. Mitchell Vice President and Treasurer (Longacre)
Gail Golden Vice President and Secretary (Longacre)
The following sets forth with respect to each executive officer
and director of the AHI General Partner, API and Longacre such
person's (a) name, (b) present principal occupation or employment
and the name and principal business of any corporation or other
organization in which such employment or occupation is conducted
and (c) material occupations, positions, offices or employments
during the last five years.
CARL C. ICAHN. Carl C. Icahn has been chairman of the Board of
Directors of API since November 15, 1990 and the sole director of
Longacre since May 24, 1995. Mr. Icahn is also President and a
director of Starfire Holding Corporation (formerly Icahn Holding
Corporation), a Delaware corporation ("SHC"), and Chairman of the
Board and a director of various of SHC's subsidiaries, including
ACF Industries, Inc., a New Jersey corporation ("ACF"). SHC is
primarily engaged in the business of holding, either directly or
through subsidiaries, a majority of the common stock of ACF and
its address is 100 South Bedford Road, Mount Kisco, New York
10549. Mr. Icahn has also been Chairman of the Board of
Directors of ACF since October 29, 1984 and a director of ACF
since June 29, 1984. ACF is a railroad freight and tank car
leasing, sales and manufacturing company. He has also been
Chairman of the Board of Directors and President of Icahn &
Company, Inc. since 1968. Icahn & Co., Inc. is a registered
broker-dealer and a member of the National Association of
Securities Dealers. In 1979, Mr. Icahn acquired control and
presently serves as Chairman of the Board of Directors of
Bayswater Realty & Capital Corp., which is a real estate
investment and development company ("Bayswater"). ACF, Icahn &
Co., Inc. and Bayswater are deemed to be directly or indirectly
owned and controlled by Mr. Icahn. Mr. Icahn was Chief Executive
Officer and member of the Office of the Chairman of Trans World
Airlines, Inc. ("TWA") from November 8, 1988 to January 8, 1993;
Chairman of the Board of Directors of TWA from January 3, 1986 to
January 8, 1993 and a director of TWA from September 27, 1985 to
January 8, 1993. Mr. Icahn also has substantial equity interests
in and controls various partnerships and corporations which
invest in publicly traded securities.
ALFRED D. KINGSLEY. Alfred D. Kingsley has served as a director
of API since November 15, 1990. He was also Vice Chairman of the
Board of Directors of TWA from February 1, 1989 to January 8,
1993 and a member of the Office of the Chairman from November 8,
1988 to January 8, 1993. Mr. Kingsley was a director of TWA from
September 27, 1985 to January 8, 1993. He also was a director
and executive officer and Director of Research at Icahn & Co.,
Inc. and related entities from 1968 until December 1994. He also
has been Vice Chairman of the Board of Directors of ACF since
October 29, 1984 and a Director of ACF since June 29, 1984. Mr.
Kingsley has also been a Senior Managing Director of Greenway
Partners, L.P. since May 1993, which invests in publicly traded
securities.
WILLIAM A. LEIDESDORF. William A. Leidesdorf has served as a
director of API since March 26, 1991. Since April 1995, Mr.
Leidesdorf has acted as an independent real estate investment
banker. From January 1, 1994 through April 1995, Mr. Leidesdorf
was Managing Director of RFG Financial, Inc., a commercial
mortgage company. From September 30, 1991 to December 31, 1993,
Mr. Leidesdorf was Senior Vice President of Palmieri Asset
Management Group. From May 1, 1990 to September 30, 1991, Mr.
Leidesdorf was Senior Vice President of Lowe Associates, Inc., a
real estate development company, where he was involved in the
acquisition of real estate and the asset management workout and
disposition of business areas. He also acted as the Northeast
Regional Director for Lowe Associates, Inc. From June 1985 to
January 30, 1990, Mr. Leidesdorf was Senior Vice President and
stockholder of Eastdil Realty, Inc., a real estate company, where
he was involved in the asset management workout, disposition of
business and financing areas. During the interim period form
January 30, 1990 through May 1, 1990, Mr. Leidesdorf was an
independent contractor for Eastdil Realty, Inc. on real estate
matters.
JACK G. WASSERMAN. Jack G. Wasserman has served as a director of
API since December 3, 1993. Mr. Wasserman is an attorney and a
member of the New York State Bar and has been with the New York
based law firm of Wasserman, Schneider & Babb since 1966, where
he is currently a senior partner.
JOHN P. SALDARELLI. John P. Saldarelli has served as sole
director, Secretary and Treasurer of the AHI General Partner
since November 1996. He has also served as Vice President,
Secretary and Treasurer of API since March 18, 1991. Mr.
Saldarelli was also President of Bayswater Realty Brokerage Corp.
from June 1987 until November 19, 1993 and Vice President of
Bayswater Realty & Capital Corp. from September 1979 until April
15, 1993, both of which are deemed to be directly or indirectly
owned and controlled by Carl C. Icahn.
HENRY J. GERARD. Mr. Gerard has served as Vice President of the
AHI General Partner since November 1996. He has also served as
a Vice President and Assistant Secretary of API since March 18,
1991. From January 1988 to May 1991, he was a Vice President of
Integrated Resources, Inc., a provider of financial services.
From 1981 through 1987 he was a controller at Interstate
Properties, a commercial real estate developer/operator.
EDWARD E. MATTNER. Mr. Mattner has served as President of
Longacre since June 6, 1995. Mr. Mattner's present principal
occupation is acting as a securities trader for various
affiliates of Mr. Icahn. He has served in this capacity since
May 1976.
ROBERT J. MITCHELL. Mr. Mitchell has served as Vice President
and Treasurer of Longacre since June 6, 1995. Mr. Mitchell's
present principal occupation is acting as Senior Vice President
Finance of ACF. ACF is primarily engaged in the business of
leasing, selling and manufacturing railroad freight and tank cars
and its address is 3301 Rider Trail South, Earth City, Missouri
63045. Mr. Mitchell has served as Executive Vice President
Finance since March 1995 and also served as Secretary of ACF
since August 1993, Treasurer from December 1984 to March 1995 and
Assistant Secretary from September 1986 to August 1993. Mr.
Mitchell has also served as Treasurer (since May 1988) and Chief
Financial Officer (since March 1995) of American Railcar
Industries, Inc., a subsidiary of ACF which is primarily engaged
in the business of repairing, refurbishing, painting and
maintaining railcars and in manufacturing and selling parts for
railcars and other industrial purposes. The address of American
Railcar Industries, Inc. is 3301 Rider Trail South, Earth City,
Missouri 63045. Mr. Mitchell became the Treasurer of TWA, whose
address is One City Centre, 515 N. Sixth Street, St. Louis,
Missouri 63101, in 1987 and held that position until he resigned,
effective as of January 5, 1993. From March 1982 until November
1984, Mr. Mitchell was a Vice President-Department Head of
National Westminster Bank, USA, located at 175 Water Street, New
York, N.Y. 10038.
GAIL GOLDEN. Gail Golden has served as Vice President and
Secretary of Longacre since June 6, 1995. She has served as Vice
President-Administration of Icahn Associates Corp., which
provides administrative services to entities controlled by Mr.
Icahn, since May 1985. Ms. Golden also serves as an executive
officer of a number of other entities controlled by Mr. Icahn.
Neither AHI, the AHI General Partner, Longacre or API, nor any
executive officer or director of the AHI General Partner,
Longacre or API has during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining further violations
of, or prohibiting activities subject to, federal or state
securities laws or a finding of any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, AHI is deemed to directly beneficially own
an aggregate of 193,237.2565 Units (the "AHI Units"), all of
which were acquired pursuant to the Krescent-AHI Tender Offer (as
hereinafter defined) for an aggregate purchase price of
$1,159,424 (net of related expenses). AHI obtained all of the
funds used to acquire the AHI Units from working capital derived
from capital contributions from its partners. None of such funds
were borrowed. As used herein, "Krescent-AHI Tender Offer"
refers to a tender offer to purchase up to 994,182 of the
Issuer's outstanding Units commenced by Krescent Partners
L.L.C., AP-GP Prom Partners, Inc., AHI, the AHI General Partner
and API as co-bidders (collectively, the "Purchasers"). The
Purchasers filed a Tender Offer Statement on Schedule 14D-1 with
respect to the Krescent-AHI Tender Offer with the Commission on
January 24, 1997 (as amended and supplemented, the "Krescent-AHI
Schedule 14D-1"). Krescent and AP-GP Prom Partners, Inc. are not
affiliated with any of the Reporting Persons.
Longacre is deemed to directly beneficially own 745.5 Units.
Such Units were acquired in auction transactions through the
Chicago Partnership Board for an aggregate purchase price of
$4,099.37 (net of related expenses). Longacre obtained the funds
to purchase such Units from its working capital. None of such
funds were borrowed or otherwise obtained for the purpose of
acquiring Units.
Item 4. Purpose of Transaction
Each of the Reporting Persons acquired beneficial ownership of
Units for investment purposes based on its expectation that there
may be underlying value in the real estate properties owned by
the Issuer. Each of the Reporting Persons retains the right,
however, to change such investment intent, to acquire further
Units or to sell or otherwise dispose of all or part of the Units
beneficially owned by such Reporting Persons in any manner
permitted by law and in conformity with their obligations under
the LFG Standstill Agreement and the Assumption Agreement as
described below in Item 6 and incorporated by reference herein.
Although the foregoing currently reflects the present plans and
intentions of the Reporting Persons, the foregoing is subject to
change at any time. The Reporting Persons will, on an on-going
basis, continue to evaluate their investment in the Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b)
As of the date hereof, AHI, the AHI General Partner, API and Mr.
Icahn are deemed to beneficially own an aggregate of 193,237.2565
Units, representing approximately 4.8% of the 4,000,000 Units
stated to be outstanding by the Issuer in its Yearly Report on
Form 10-K for the year ended December 31, 1995 (the "Form 10-K").
AHI is deemed to be the direct beneficial owner, and the AHI
General Partner, API and Mr. Icahn are deemed to be the indirect
beneficial owners of these 193,237.2565 Units. AHI, the AHI
General Partner, API and Mr. Icahn have sole power to direct the
vote and sole power to direct the disposition of these Units.
As of the date hereof, Longacre and Mr. Icahn are deemed to
beneficially own 745.5 Units, representing .002% of the
outstanding Units (based upon the Form 10-K). Longacre is deemed
to be the direct beneficial owner and Mr. Icahn is deemed to be
the indirect beneficial owner of these Units. Longacre and Mr.
Icahn have sole power to direct the vote and sole power to direct
the disposition of these Units.
The 193,982.2565 Units of which Mr. Icahn is deemed to be the
indirect beneficial owner represent 4.802% of the outstanding
Units (based upon the Form 10-K).
The Reporting Persons may be deemed to constitute a "group" with
Krescent for purposes of Section 13(d)(3) of the Securities
Exchange Act (the "Exchange Act"). Except as described in Item
6, however, there is no agreement or understanding among the
Reporting Persons and Krescent with respect to the purchase, sale
or voting, or refraining from purchasing, selling, or voting,
Units of the Issuer.
Neither the filing of this Schedule 13D nor any of its contents
shall be deemed an admission that the Reporting Persons are part
of a "group" with Krescent or that the Reporting Persons are the
beneficial owners of any of the Units held by Krescent. The
Reporting Persons expressly disclaim formation of a "group" with
Krescent and the Reporting Persons expressly disclaim beneficial
ownership of any of Krescent's Units.
(c) Except for the purchase of Units pursuant to the Krescent-AHI
Tender Offer, neither the Reporting Persons, the executive
officers and directors listed in Item 2, nor any of their
affiliates, have effected any transaction in Units within the
past 60 days.
(d) The Reporting Persons have no knowledge of any other persons who
might have the right to receive or the power to direct the
receipt of distributions from, or the proceeds from the sale of,
any Units beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The information set forth in Item 3, Item 4 and Item 5 above is
hereby incorporated by reference herein.
Pursuant to an Assumption Agreement dated January 8, 1997 between
AHI and Liquidity Financial Group, L.P. ("LFG"), AHI agreed to
become bound by the restrictions set forth in the Settlement
Agreement and Release, dated June 27, 1996, between LFG and The
Krupp Corporation ("Krupp"), as amended as of October 8, 1996 and
January 6, 1997 (the "LFG Standstill Agreement"), insofar as they
relate to the Issuer and certain other limited partnerships
sponsored by Krupp. As a result, AHI agreed that, prior to the
Standstill Expiration Date (as defined in the LFG Standstill
Agreement), it will not and it will cause certain affiliates not
to (i) acquire, attempt to acquire or make a proposal to acquire,
directly or indirectly, more than 25% of the outstanding Units,
(ii) propose or propose to enter into, directly or indirectly,
any merger, consolidation, business combination, sale or
acquisition of assets, liquidation, dissolution or other similar
transaction involving the Issuer, (iii) make, or in any way
participate, directly or indirectly, in any solicitation of
"proxies" or "consents" (as such terms are used in the proxy
rules of the Commission) to vote, or seek to advise or influence
any person with respect to the voting of any voting securities of
the Issuer, (iv) form, join or otherwise participate in a "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) with
respect to any voting securities of the Issuer unless each member
of such group agrees in writing to be bound by the terms of the
LFG Standstill Agreement, provided, however, that those
affiliates bound by the LFG Standstill Agreement will not be
deemed to be acting in a "group" in violation of it solely by
virtue of voting in compliance with the LFG Standstill Agreement,
(v) sell, transfer or assign any Units to any person or entity
not bound by the terms and conditions of the LFG Standstill
Agreement, or (vi) loan money to, advise, assist or encourage any
person in connection with any action restricted or prohibited by
the terms of the LFG Standstill Agreement. Longacre and Krupp
are parties to a standstill agreement (the "Longacre Standstill
Agreement") containing terms similar to those described above
relating to a number of limited partnerships sponsored by Krupp.
Concurrently with the execution and delivery of the Assumption
Agreement, Longacre and Krupp amended the Longacre Standstill
Agreement to delete the Issuer from the schedule of partnerships
covered thereby.
In anticipation of the commencement of the Krescent-AHI Tender
Offer, AHI and its partners, on the one hand, and Krescent and
its members, on the other, entered into a letter agreement, dated
as of January 8, 1997 (the "Krescent-AHI Agreement"), relating to
the conduct of the Krescent-AHI Tender Offer and the purchase by
AHI of 41.8% of the Units tendered pursuant thereto. The
Krescent-AHI Agreement also provides, among other things, that
(i) if, after the exercise and/or expiration of all outstanding
options or other rights to acquire an interest in Krescent, the
direct and indirect percentage ownership interest of Apollo Real
Estate Investment Fund II, L.P. and its affiliates (the "Apollo
Group") in Krescent exceed 83.6%, then AHI will be entitled to
purchase additional Units from Krescent so that, after giving
effect to such purchase, the total percentage of Units purchased
by AHI from Krescent equals 50% of such percentage interest of
the Apollo Group in Krescent; and (ii) each of AHI and Krescent
has the right to initiate a buy/sell procedure at any time after
the first anniversary of the expiration of the Krescent-AHI
Tender Offer (January 31, 1998) and so long as AHI and Krescent
(and/or their respective affiliates) own at least 2% of the
outstanding Units. The buy/sell procedures provide that either
AHI or Krescent may offer to buy Units from the other and the
other must either sell such Units to the offering party or buy
the offering party's Units at a purchase price per Unit and on
such other terms and conditions as set forth in the initiating
party's offer. The Krescent-AHI Agreement also contains
indemnification provisions pursuant to which the parties agree to
indemnify each other in respect to any material misstatements or
omissions in certain information provided by each of them in
connection with the Krescent-AHI Schedule 14D-1.
The discussion herein of the LFG Standstill Agreement, the
Assumption Agreement and the Krescent-AHI Agreement is subject to
and qualified in its entirety by reference to such agreements,
which are filed as exhibits to this Schedule 13D and are
incorporated herein by reference.
Except as described above, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
The documents listed below are filed as exhibits to this Schedule
13D:
(a)
Exhibit 1. Settlement Agreement and Release, dated June 27,
1996, between The Krupp Corporation and Liquidity
Financial Group, L.P.
Exhibit 2. First Amendment to Settlement Agreement and
Release, dated October 8, 1996, between The
Krupp Corporation and Liquidity Financial Group,
L.P.
Exhibit 3. Second Amendment to Settlement Agreement, dated
January 6, 1997, between The Krupp Corporation
and Liquidity Financial Group, L.P.
Exhibit 4. Letter Agreement, dated January 8, 1997, between
Krescent Partners, L.L.C. and American Holdings
I, L.P.
Exhibit 5. Assumption Agreement, dated January 8, 1997,
between American Holdings I, L.P. and Liquidity
Financial Group, L.P.
Exhibit 6. Joint Filing Agreement, dated March 12, 1997,
among American Holdings I, L.P., American
Holdings I-GP, Inc., American Property Investors,
Inc., Longacre Corp., and Carl C. Icahn
(filed herewith)
<PAGE>
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: March , 1997
AMERICAN HOLDINGS I, L.P.
By: AMERICAN HOLDINGS I,- GP, INC. ,General Partner
By: /s/ Henry J. Gerard
Henry J. Gerard
Title: Vice President
AMERICAN HOLDINGS I, GP, INC.
By: /s/ Henry J. Gerard
Henry J. Gerard
Title: Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ John P. Saldarelli
John P. Saldarelli
Title: Vice President
LONGACRE CORP.
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President
CARL C. ICAHN
By: /s/ Theodore Altman
Theodore Altman
Attorney-In-Fact
(Signature Page for Krupp Cash Plus Limited Partnership
Schedule 13D)
<PAGE>
Exhibit Index
Exhibit
1. Settlement Agreement and Release, dated June 27, 1996, between The
Krupp Corporation and Liquidity Financial Group, L.P.
2. First Amendment to Settlement Agreement and Release, dated October 8,
1996, between The Krupp Corporation and Liquidity Financial Group,
L.P.
3. Second Amendment to Settlement Agreement, dated January 6, 1997,
between The Krupp Corporation and Liquidity Financial Group, L.P.
4. Letter Agreement, dated January 8, 1997, between Krescent Partners,
L.L.C. and American Holdings I, L.P.
5. Assumption Agreement, dated January 8, 1997, between American Holdings
I, L.P. and Liquidity Financial Group, L.P.
6. Joint Filing Agreement, dated March 12, 1997, among American Holdings
I, L.P., American Holdings I-GP, Inc., American Property Investors,
Inc., Longacre Corp., and Carl C. Icahn
<PAGE> 1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (this
"Agreement") is made and entered into as of the 27th day of June,
1996, by and between The Krupp Corporation ("Krupp"), a
Massachusetts corporation with a principal place of business at
470 Atlantic Avenue, Boston, Massachusetts 02210, and Liquidity
Financial Group, L.P. ("Liquidity") individually and on behalf of
certain Affiliates as hereinafter defined, a California limited
partnership with a principal place of business at 2200 Powell
Street, Suite 700, Emeryville, California 94608.
W I T N E S S E T H:
WHEREAS, Liquidity is engaged in the business of
sponsoring and managing funds which invest in, among other
things, real estate limited partnerships;
WHEREAS, Krupp and certain affiliates sponsored and are
engaged in the business of managing, among other things, real
estate limited partnerships;
WHEREAS, Liquidity sponsored and manages Liquidity
Funds #33 LP as well as other investment funds, and may in the
future sponsor and manager and or provide investment advice to
additional investment funds (collectively, the "Liquidity
Funds"), and Krupp sponsored and manages Krupp Realty Fund, Ltd.-III
("Realty III") and Krupp Realty Limited Partnership-V ("Realty
V") as well as other investment funds, and may in the future
sponsor or manage additional investment funds (individually a
"Krupp Fund") and collectively, the "Krupp Funds");
WHEREAS, Liquidity has, on behalf of certain of the
Liquidity Funds, sought to obtain from Krupp lists of the
investors in certain of the Krupp Funds for the stated purpose of
contacting such investors in order to attempt to acquire their
units in the Krupp Funds;
WHEREAS, Krupp has refused to provide lists of the
investors to Liquidity, alleging that they are not entitled to
obtain such lists and Liquidity has stated that, absent a
satisfactory resolution, its present intention is to litigate the
issue;
WHEREAS, the parties have conferred through their
respective counsel and are desirous of resolving and settling
Liquidity's claims, upon the terms and conditions hereinafter set
forth.
<PAGE> 2
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Delivery of Lists: Within ten business days of
the date of this Agreement, Krupp will deliver to Liquidity lists
of investors (containing the names, Addresses and capital
contributions of such investors) in Realty III and Realty V. The
lists will be sorted alphabetically and delivered in both paper
format and on 3.5" IBM Compatible computer diskette in ASCII
format. Any additional lists delivered pursuant to paragraph 3
below will also be delivered in both paper format on 3.5" IBM
Compatible computer diskette in ASCII format.
2. Payment for Lists: Within ten business days of the
date of this Agreement, Liquidity will deliver to Krupp payment
for the estimated cost of reproducing and delivering such lists
in the total amount of $600.00.
3. Provision of Additional Lists: From time to time
during the twelve month period commencing on the date hereof and
expiring on the first anniversary date of this Agreement, Krupp
will, upon written request from Liquidity, deliver to Liquidity
within 15 business days of receipt of such written request,
updated lists of investors in Realty III and Realty V, or, to the
extent a Liquidity Fund is a Limited Partner or Shareholder (as
the case may be) in any other Krupp Fund, current lists of
investors in such other Krupp Fund, provided such request
includes an undertaking by Liquidity to pay the cost of
reproducing and delivering such lists within 10 business days
after receipt of such lists.
4. Restrictions on Activities: For a period
commencing on the date hereof and continuing for 30 months from
the last date an investor list in a Krupp Fund is delivered to
Liquidity in response to Liquidity's request, Liquidity and any
person or entity controlling, controlled, managed or advised by
Liquidity or its subsidiaries (including the Liquidity Funds) or
under common control with Liquidity ("Liquidity Affiliate") shall
not, without the prior written consent of Krupp, which may be
granted or withheld in Krupp's sole and exclusive discretion and
for any reason, or no reason:
(a) vote its interests in any Krupp Fund on any
issue other than in proportion to the votes of all other interest
holders who vote on such issue;
(b) in any manner acquire, attempt to acquire, or
<PAGE> 3
make a proposal to acquire, directly or indirectly, more than a
25% interest in any Krupp Fund'
(c) propose, or propose to enter into, directly
or indirectly, any merger, consolidation, business combination,
sale or acquisition or assets, liquidation or other similar
transaction involving any Krupp Fund;
(d) form, join or otherwise participate in a
"group" within the meaning of Section 13(d) of the Securities and
Exchange Act of 1934, as amended, with respect any voting
securities of a Krupp Fund;
(e) make or participate in any way, directly or
indirectly, in any solicitation of "proxies" or "consents" (as
such terms are used in the proxy rules of the Securities and
Exchange Commission) to vote, or seek to advise or influence any
person with respect to the voting of any voting securities of any
Krupp Fund;
(f) sell, transfer or assign any interests in any
Krupp Fund to any person or entity not bound by the terms and
conditions of this Agreement;
(g) disclose any intention, plan or arrangement
inconsistent with the terms of this Agreement; and
(h) loan money to, advise, assist or encourage
any person in connection with any of the actions restricted or
prohibited by this Agreement.
5. Use of Lists, Prohibition on Furnishing to Others:
Any investor list obtained in Liquidity or Liquidity Affiliates
relative to any Krupp Fund will be utilized only for the purpose
of contacting investors to inquire as to whether they wish to
sell their units in such Krupp Fund to a Liquidity Fund, and for
no other purpose. The lists will not be furnished by Liquidity
or Liquidity Affiliate to any other person or entity.
6. Third Parties: If at any time Liquidity or
Liquidity Affiliate in approached or contacted by any third party
concerning participation in a transaction involving the assets,
businesses or securities of any Krupp Fund or involving any of
the actions proscribed in Section 4 hereof or otherwise by this
Agreement, Liquidity or Liquidity Affiliates, as the case may be,
will immediately notify such party of its inability to
participate in such a transaction and, its obligation to notify
Krupp and will thereafter promptly (and in any event, within 5
business days) notify Krupp of the nature of such contact and the
<PAGE> 4
parties thereto. Krupp will indemnity, defend and hold harmless
Liquidity and the Liquidity Affiliates from and against any and
all claims, demands or liabilities that may arise as a result of
Liquidity's or any Liquidity Affiliates' strict compliance with
the terms of this paragraph.
7. Compliance with Securities and Other Laws:
Liquidity and Liquidity Affiliates acknowledge their obligations
under the Securities Laws and Rules of the Securities and
Exchange Commission.
8. Provision of Copies of All Communications:
Liquidity and Liquidity Affiliates covenant and agree that they
shall deliver to Krupp at least 5 business days before mailing or
otherwise distributing to investors in any Krupp Fund any
communication to be given to one or more investors in any Krupp
Fund.
9. Fiduciary Duties of Krupp; Safe Harbor Provision,
Protection of Partnership Status: Liquidity acknowledges that:
(a) Krupp and its affiliates have significant
fiduciary obligations to the investors in the Krupp Funds, and
has stated that it is entering into this Agreement to, among
other things, fulfill those fiduciary obligations;
(b) Krupp may need to take certain further action
to meet its fiduciary obligations, including, without limitation,
suspending the acceptance of transfer paperwork in one or more
Krupp Funds to avoid the termination of such Krupp Fund's status
as a partnership under the Internal Revenue Code of 1986 (the
"Code"), as amended; avoid the treatment or such Krupp Fund as a
Publicly Traded Partnership under the Code; or cause the Krupp
Fund to fall outside any so-called "Safe Harbor" provision
relating to taxation or tax status, including provisions relating
to Publicly Traded Partnerships; and
(c) That the suspension of the acceptance of
transfer paperwork by Krupp would mean that, notwithstanding the
presentment of valid transfer paperwork an the terms of this
Agreement, transfers requested by Liquidity or a Liquidity
Affiliate would not be processed nor reflected on the books and
records of the Krupp Fund.
Nothing herein shall be construed, however, as an
acknowledgment or agreement by Liquidity that Krupp has the right
under any particular circumstances to suspend the acceptance of
transfer paperwork, or as a waiver of any future claims of
<PAGE> 5
Liquidity arising out of any such suspension or other similar
action.
10. Release: For and in consideration of the
agreements herein made, Liquidity, individually and on behalf of
the Liquidity Affiliates, does hereby remise, release and acquit
Krupp and all of its partners, officers, directors, affiliated,
predecessors, successors and assigns from and against any and all
claims, damages, costs, expenses, actions and causes or action
which Liquidity and the Liquidity Affiliates (including their
partners, officers, directors, affiliates, predecessors,
successors and assigns) and in the past, now has, or may in the
future acquire arising from or related to the failure or refusal
of Krupp to provide an investor list of any Krupp Fund, except
for such a failure or refusal in violation of the provisions of
this Agreement.
11. Notices: Any and all notices required or permitted
hereunder shall be in writing and shall be deemed given or
served, as the case may be, upon actual delivery to the parties
at the following addresses:
If to Liquidity: Liquidity Financial Group, L.P.
2200 Powell Street-Suite 700
Emeryville, California 94608
Attention: Brent Donaldson
with a copy to: Roger B. Mead, Esq.
Folger & Levin
Embarcadero Center West Tower
275 Battery Street-23rd Floor
San Francisco, California 94111
If to Krupp: The Krupp Corporation
470 Atlantic Avenue
Boston, Massachusetts 02210
Attention: Laurence Gerber
with a copy to: Scott D. Spelfogel, Esq.
Vice President and General Counsel
The Berkshire Group
470 Atlantic Avenue
Boston, Massachusetts 02210
12. No Admissions, Confidentiality: The parties agree
that this Agreement is being entered into solely to settle
disputed claims, and nothing herein shall be deemed to constitute
an admission of liability on the part of Krupp, all such
liability being expressly contested. The parties agree that
<PAGE> 6
their discussions prior to entering into this Agreement, the
nature, existence and terms of this Agreement, and all matters
relating to the dispute and settlement shall be strictly
confidential and not disclosed by either party to any individual
or entity, nor be admissible in court for any purpose.
Notwithstanding the foregoing, should either party believe that
it must produce this Agreement in response to subpoena or other
lawful process, it shall first notify the other party and provide
the other party with at least 15 business days in which to seek
to quash or limit any such subpoena or process, before producing
this Agreement. To the extent the second party does not have
standing to seek to quash or limit the subpoena, the first party
shall cooperate in such efforts, provided such cooperation does
not result in the incurring of any costs of the part of said
first party.
13. Enforcement: The parties agree that each shall be
entitled to equitable relief, including injunctive relief and
specific performance, in the event of any breach of the
provisions of this Agreement, in addition to all other remedies
available at law or in equity. In the event either party must
refer this agreement to as attorney for enforcement, the
prevailing party shall be entitled to all costs of enforcement,
including attorneys' fees.
14. Governing Law' Venue and Jurisdiction: This
Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without regard to principles of conflict of law
thereof. The parties agree that the Federal and state courts
located within the Commonwealth of Massachusetts shall have
exclusive jurisdiction over disputes arising hereunder, and the
parties hereby consent to such venue and submit to the
jurisdiction of such courts.
15. Captions: Captions and section headings used
herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting, this Agreement.
16. Amendments: This Agreement may be amended,
changed, modified, altered or terminated only by written
instrument or written instruments signed by all of the parties
hereto.
17. Severability: In the event any provision of this
Agreement shall be held invalid or unenforceable by any court or
competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
<PAGE> 7
IN WITNESS WHEREOF, the parties have executed this
Agreement under seal as of the date first above written.
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation,
its general partner
By: /s/ Brent Donaldson
Brent Donaldson
President
THE KRUPP CORPORATION
By: /s/ Laurence Gerber
Laurence Gerber
President
SECOND AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE
This Second Amendment to Settlement Agreement and
Release (this "Amendment") is made and entered into as of the 6th
day of January 1997, by and between The Krupp Corporation
("Krupp"), a Massachusetts corporation with a principal place of
business at 470 Atlantic Avenue, Boston, Massachusetts 02210, and
Liquidity Financial Group, L.P. ("Liquidity") individually and on
behalf of certain Affiliates as defined in the Agreement (as
hereinafter defined), a California limited partnership with a
principal place of business at 2200 Powell Street, Suite 700,
Emeryville, California 94608.
WITNESSETH
WHEREAS, the parties entered into a Settlement
Agreement and Release, dated the 27th day of June, 1996, as
amended as of October 8, 1996 (as amended, the "Agreement"), and
now desire to amend the Agreement, to eliminate a possible
ambiguity and to facilitate the contemplated transactions
described below, as hereinafter set forth;
WHEREAS, Krescent Partners L.L.C. (I) retained
Liquidity Financial Advisors, Inc., an affiliate of Liquidity, as
its financial advisor, (ii) agreed to become bound by the terms
of the Agreement, and (iii) commenced tender offers (the
"Krescent Tender Offers") for units of Investor Limited
Partnership Interests of the real estate limited partnerships
listed on Schedule I attached hereto (the "Scheduled
Partnerships");
WHEREAS, American Holdings I, L.P. ("AHI") desires to
participate in the Krescent Tender Offers and, therefore, has
agreed to become bound by the terms of the Agreement with respect
to the Scheduled Partnerships; and
WHEREAS, Krupp has consented to the participation of
AHI in the Krescent Tender Offers upon AHI's agreement to be
bound by the terms of the Agreement with respect to the Scheduled
Partnerships;
NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Section 4(d) of the Agreement is hereby amended
and restated in its entirety as follows:
(d) form, join or otherwise participate in a
"group" within the meaning of Section 13(d)(3) of the
Securities and Exchange act of 1934, as amended, with
respect to any voting securities of a Krupp Fund,
unless each member of such group agrees in writing to
be bound by the terms of this Agreement; provided,
however, that Liquidity and Liquidity Affiliates shall
not be deemed to be acting in a "group" in violation of
this Section 4(d) solely by virtue of their voting
their interests in compliance with Section 4(a) of this
Agreement;
2. Krupp hereby agrees that the agreement between
Liquidity and AHI, attached hereto as Exhibit A, satisfies the
requirements of the amended Section 4(d) of the Agreement, as set
forth in Section 1 of this Amendment.
3. Except as expressly set forth above, the Agreement
shall remain in full force and effect without amendment or
modification.
4. Liquidity represents that it has not made any
statements inconsistent with the terms of the Krescent Tender
Offers and hereby agrees to comply with the terms of that certain
letter dated December 17, 1996 from Steven L. Lichtenfeld to
James Dubin, a copy of which is attached hereto as Exhibit B.
IN WITNESS WHEREOF, the parties have executed this
Amendment under seal as of the date first above written.
THE KRUPP CORPORATION
By: /s/ Laurence Gerber
Laurence Gerber, President
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation,
its general partner
By: /s/ Brent Donaldson
Brent Donaldson, President
FIRST AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE
The First Amendment to Settlement Agreement and Release
(this "Amendment") is made and entered into as of the 8th days of
October, 1996, by and between The Krupp Corporation ("Krupp"), a
Massachusetts corporation with a principal place of business at
470 Atlantic Avenue, Boston, Massachusetts 02210, and Liquidity
Financial Group, L.P. ("Liquidity") individually and on behalf of
certain Affiliates as defined in the Agreement (as hereinafter
defined), a California limited partnership with a principal place
of business at 2200 Powell Street, Suite 700, Emeryville,
California 94608.
WITNESSETH:
WHEREAS, the parties entered into a Settlement Agreement and
Release dated the 27th day of June, 1996 (the "Agreement") and
desire to the amend the Agreement, to eliminate a possible
ambiguity, as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Section 4(d), of the Agreement shall be and hereby is
amended by adding, at the end of said section following the semi-colon, the
following clause:
provided, however, that Liquidity and
Liquidity Affiliates shall not be deemed to
be acting in a "group" in violation of this
Section 4(d) solely by virtue of their voting
their interests in compliance with Section
4(a) of this Agreement;
2. Except as expressly set forth above, the Agreement
shall remain in full force and effect without amendment or
modification.
IN WITNESS WHEREOF, the parties have executed this Agreement
under seal as of the date first above written.
LIQUIDITY FINANCIAL GROUP, L.P. THE KRUPP CORPORATION
By: Liquidity Financial
Corporation, its general partner
By: /s/ Brent Donaldson By: /s/ Laurence Gerber
Brent Donaldson Laurence Gerber
President President
KRESCENT PARTNERS L.L.C.
1301 AVENUE OFTHE AMERICAS, 38TH FLOOR
NEW YORK, NEW YORK 10019
January 8, 1997
American Holdings I, L.P.
100 South Bedford Road
Mount Kisco, New York 10549
Re: KRUPP CASH PLUS LIMITED PARTNERSHIP
Ladies and Gentlemen:
The parties hereto confirm their agreement to the terms of Exhibit A
annexed hereto, which terms are incorporated herein by reference, which
agreement is intended to be legally binding and enforceable upon execution
and delivery hereof and which, unless modified or terminated by a writing
signed by all of the parties hereto, constitutes the definitive agreement
among the parties relating to the subject matter hereof and thereof.
Each of the parties represents and warrants to the other that (1)
it has the right,power and authority to enter into this letter agreement, (2)
upon the execution of this letter agreement by each of the parties hereto,
this letter agreement will constitute the legal, valid and binding obligation of
such party, enforceable against such party in accordance with its terms, and
(3) no consent or approval of any third party or governmental agency or
authority is required for such party to execute and deliver this letter
agreement or to perform its obligations hereunder.
Each of the parties hereto agrees that the terms of this letter
agreement are confidential and may not be disclosed by any party hereto,
except as may be required by law and except to principals and authorized
representatives of the parties hereto, without the written consent of all of
the parties. Except as may be required by law, any public announcement
regarding this letter agreement or the transactions contemplated herein may
not be made by anyparty without the prior consent of all other parties hereto.
This letter agreement shall be governed by and interpreted in
accordance with the laws of the State of New York, without regard to the
conflicts of law provisions thereof.
This letter agreement may be executed in separate counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. This letter agreement shall
supersede all prior agreements, written or oral, by or among any of the
parties hereto with respect to the subject matter hereof and may not be
amended or otherwise modified except in writing signed by all of the parties
hereto. Any party may execute this letter agreement by transmitting a copy
of its signature by facsimile to the other parties. In such event the
signing party shall deliver an original of the signature page to each of the
other parties within one business day of signing and failure to so deliver
such originals shall result in the facsimile copy of that party's signature
being treated as an original.
Very truly yours,.
KRESCENT PARTNERS L.L.C.
By: AP-GP Prom Partners Inc.,
Managing Member
By: /s/ Richard Mark
AP-GP PROM PARTNERS INC.
By: /s/ Richard Mark
APOLLO REAL ESTATE INVESTMENT
FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.,
General Partner
By: Apollo Real Estate Capital Advisors II,
Inc., General Partner
By: /s/ W. Edward Scheetz
KRESCENT LFG L.L.C.
By: AP-GP Prom Partners Inc.,
Managing Member
By: /s/ Richard Mack
ACCEPTED AND AGREED TO AS
OF THE DATE FIRST ABOVE WRITTEN:
AMERICAN HOLDINGS I, L.P.
By: American Holdings I-GP, Inc.,
General Partner
By: /s/ Henry J. Gerard
AMERICAN HOLDINGS I-GP, INC.
By:/s/ Henry J. Gerard
AMERICAN REAL ESTATE HOLDINGS
LIMITED PARTNERSHIP
By: American Property Investors, Inc.,
General Partner
By:/s/ John P. Saldarelli
<PAGE> 1
ASSUMPTION AGREEMENT (this "Agreement"), dated as of
January 8, 1997, between Liquidity Financial Group, L.P., a
California limited partnership ("LFG"), and American Holdings I,
L.P., a Delaware limited partnership ("AHI").
W I T N E S S E T H:
WHEREAS, LFG and The Krupp Corporation, a Massachusetts
corporation (the "Corporation"), entered into a Letter Agreement,
dated as of June 27, 1996 and amended as of October 8, 1996 and
January 8, 1997 (the "Letter Agreement"), pursuant to which LFG
and its Affiliates (as defined therein) agreed to certain
restrictions in exchange for current lists (the "Lists") of the
names and addresses of the holders of the units of Investor
Limited Partnership Interest (or depositary certificates
representing such units) (the "Units") in various real estate
limited partnerships sponsored and/or managed by The Krupp
Corporation, a Massachusetts corporation ("Krupp");
WHEREAS, Krescent Partners L.L.C. (I) retained
Liquidity Financial Advisors, Inc., an affiliate of LFG, as its
financial advisor and (ii) used the Lists of the real estate
limited partnerships listed on Schedule I attached hereto (the
"Scheduled Partnerships") to commence tender offers for Units
(the "Krescent Tender Offers");
WHEREAS, AHI desires to participate in the Krescent
Tender Offers and, therefore, has agreed to become bound by the
terms of the Letter Agreement with respect to the Scheduled
Partnerships; and
WHEREAS, Longacre Corporation ("Longacre"), an
affiliate of AHI, and Krupp are parties to an agreement, dated
November 26, 1996 (the "Longacre Standstill Agreement"), pursuant
to which Longacre has undertaken (on its own behalf and on behalf
of its affiliated, including AHI) certain obligations with
respect to the Scheduled Partnerships and certain other real
estate limited partnerships sponsored by Krupp and, concurrently
with the execution and delivery hereof, Longacre and Krupp have
executed and delivered an amendment to the Longacre Standstill
Agreement (the "Amendment") to delete the Scheduled Partnerships
from the schedule of real estate limited partnerships covered by
the Longacre Standstill Agreement;
NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, AHI agrees as
follows:
<PAGE> 2
(a) With respect to the Scheduled Partnerships, from
and after the date hereof AHI hereby agrees to become bound by
the Letter Agreement to the extent LFG is so bound as if AHI had
executed the Letter Agreement on the date hereof; provided,
however, AHI shall only have liability with respect to its
actions or inactions under the Letter Agreement and shall not be
liable for any breach of any representation, warranty or covenant
by LFG or any other party to the Letter Agreement (whether
directly or by assumption).
(b) AHI shall not be bound by the Letter Agreement to
the extent that any of the obligations and liabilities of LFG
under the Letter Agreement are expanded, broadened, increased or
enlarged.
(c) Nothing contained herein shall require AHI to pay,
perform or discharge any liabilities or obligations expressly
assumed hereunder so long as AHI shall in good faith contest or
cause to be contested the amounts or validity thereof.
(d) AHI represents that it has not made any statements
inconsistent with the terms of the Krescent Tender Offers and
hereby agrees to comply with the terms of that certain letter
dated December 17, 1996 from Steven L. Lichtenfeld to James
Dubin, a copy of which is attached hereto.
IN WITNESS WHEREOF, LFG and AHI have caused this
Agreement to be duly executed as of the date first written above.
AMERICAN HOLDINGS I, L.P.
By: American Holdings I-GP, Inc.,
Its general partner
By: /s/ Henry J. Gerard
Name: Henry J. Gerard
Title: Vice President
<PAGE>
<PAGE> 3
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial
Corporation, its general
partner
By: /s/ Brent Donaldson
Name: Brent Donaldson
Title: Vice President
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of statements on
Schedule 13D (including amendments thereto) with respect to the
limited partnership interests and assignee interests therein of
Krupp Cash Plus Limited Partnership and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly
authorized, have executed this Joint Filing Agreement this 12th day
of March, 1997.
AMERICAN HOLDINGS I, L.P.
By: American Holdings I- GP, Inc.,
its general partner
By: /s/Henry J. Gerard
Henry J. Gerard
Title: Vice President
AMERICAN HOLDINGS I-GP, INC.
By: /s/ Henry J. Gerard
Henry J. Gerard
Title: Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ John P. Saldarelli
John P. Saldarelli
Title: Vice President
LONGACRE CORP.
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President
CARL C. ICAHN
By: /s/ Theodore Altman
Theodore Altman
Attorney-In-Fact
[Joint Filing Agreement for Schedule 13D
with respect to Krupp Cash Plus Limited Partnership]
