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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Krescent Partners L.L.C.
(Last) (First) (Middle)
c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Americas, 38th Floor
(Street)
New York, NY 10019
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
3/27/97
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Krupp Cash Plus-II Limited Partnership
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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* If the form is filed by more than one reporting person, see
Instruction 5(b)(v).
<PAGE>
_______ Director x 10% Owner**
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_______ Officer (give title below) ______ Other (specify
below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
x Form filed by One Reporting Person
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______ Form filed by More than One Reporting Person
TABLE I - Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of
(Instr. 4) Securities Form: Direct Indirect
Beneficially (D) or Beneficial
Owned Indirect (I) Ownership
(Instr. 4) (Instr. 5) (Instr. 5)
Depositary Receipts 561,702.5518 D
TABLE II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. Title of 2. Date Exer- 3. Title and 4. Con- 5. Owner- 6.
Deriva- cisable and Amount of version ship Form Nature
tive Expiration Securities or Exer- of Deri- of In-
Security Date Underlying cise vative direct
(Instr. 4) (Month/Day/Year) Derivative Price of Security: Bene-
Security Deri- Direct ficial
(Instr. 4) vative (D) or Owner-
Security Indirect ship
(I) (Instr. 5)
(Instr. 5)
Date Expir- Title Amount
Exer- ation or
cis- Date Number
able of
Shares
</TABLE>
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Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
<PAGE>
Explanation of Responses:
** The reporting person (and its affiliates) may be deemed to have formed a
"group" with American Holdings I, L.P. ("AHI") pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934, as amended. Neither the filing of this
Form 3 nor any of its contents shall be deemed an admission that the
reporting person has formed a "group" with AHI or that the reporting person
is the beneficial owner of any of the securities held by AHI. The reporting
person expressly disclaims formation of a "group" with AHI and the reporting
person expressly disclaims beneficial ownership of any of AHI's securities.
The reporting person is controlled by its managing member, AP-GP Prom
Partners Inc., which is wholly-owned by Apollo Real Estate Investment Fund
II, L.P. ("AREIF II"). The general partner of AREIF II is Apollo Real Estate
Advisors II, L.P., the general partner of which is Apollo Real Estate
Capital Advisors II, Inc.
*** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Michael D. Weiner April 7, 1997
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***Signature of Reporting Person Date
Michael D. Weiner, Vice President
of AP-GP Prom Partners Inc., on behalf
of Krescent Partners L.L.C.
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
SEC 1473 (7-96)
