UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KRUPP CASH PLUS II LIMITED PARTNERSHIP
(Name of Issuer)
UNITS OF INVESTOR LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
501113 10 4
(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 27, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 501113 10 4
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
403,421.8332 Depositary Receipts
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
403,421.8332 Depositary Receipts
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,421.8332 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)
5.379%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 501113 10 4
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
403,421.8332 Depositary Receipts
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
403,421.8332 Depositary Receipts
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,421.8332 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)
5.379%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 501113 10 4
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
403,421.8332 Depositary Receipts
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
403,421.8332 Depositary Receipts
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,421.8332 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)
5.379%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 501113 10 4
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
375 Depositary Receipts
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
375 Depositary Receipts
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375 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)
.005%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 501113 10 4
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
403,796.8332 Depositary Receipts
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
403,796.8332 Depositary Receipts
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,796.8332 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)
5.384%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer
This statement relates to Depositary Receipts
representing units of investor limited partnership
interests ("Units") of Krupp Cash Plus II Limited
Partnership, a Delaware limited partnership (the
"Issuer"). The address of the principal 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 403,421.8332 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 $3,005,492.66 (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 1,536,630 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 February 20, 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 375
Units. Such Units were acquired in auction transactions
through the Chicago Partnership Board for an aggregate
purchase price of $2618.25 (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 403,421.8332 Units, representing approximately 5.379%
of the 7,499,718 Units stated to be outstanding by the
Issuer in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1996 (the "Form 10-Q").
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
403,421.8332 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 375 Units, representing approximately
.005% of the outstanding Units (based upon the Form 10-Q).
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 403,796.8332 Units of which Mr. Icahn is deemed to be
the indirect beneficial owner represent approximately
5.384% of the outstanding Units (based upon the Form 10-Q).
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 February 7,
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. Prior to 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 February 12, 1997 (the
"Krescent-AHI Agreement"), relating to the conduct of the
Krescent-AHI Tender Offer. The Krescent-AHI Agreement
provides that AHI will purchase the first 242,970 Units
tendered, and that Krescent and AHI will then purchase
58.2% and 41.8%, respectively, of any additional Units
tendered, pursuant to the Krescent-AHI Tender Offer. 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 (March 27, 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 February 12,
1997, between Krescent Partners, L.L.C.
and American Holdings I, L.P.
Exhibit 5. Assumption Agreement, dated February 7,
1997, between American Holdings I, L.P.
and Liquidity Financial Group, L.P.
Exhibit 6. Joint Filing Agreement, dated April 4,
1997, among American Holdings I, L.P.,
American Holdings I-GP, Inc., American
Property Investors, Inc., Longacre Corp.,
and Carl C. Icahn
<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: April 7, 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 II 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 February 12, 1997, between Krescent
Partners, L.L.C. and American Holdings I, L.P.
5. Assumption Agreement, dated February 7, 1997, between American
Holdings I, L.P. and Liquidity Financial Group, L.P.
6. Joint Filing Agreement, dated April 4, 1997, among American
Holdings I, L.P., American Holdings I-GP, Inc., American
Property Investors, Inc., Longacre Corp., and Carl C. Icahn
<PAGE>
EXHIBIT 1.
Settlement Agreement and Release, dated June 27, 1996, between The
Krupp Corporation and Liquidity Financial Group, L.P.
<PAGE>
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.
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
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
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
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 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.
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
<PAGE>
EXHIBIT 2.
First Amendment to Settlement Agreement and Release, dated October
8, 1996, between The Krupp Corporation and Liquidity Financial
Group, L.P.
<PAGE>
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 day 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
<PAGE>
EXHIBIT 3.
Second Amendment to Settlement Agreement, dated January 6, 1997,
between The Krupp Corporation and Liquidity Financial Group, L.P.
<PAGE>
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:
3. 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;
4. 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.
5. Except as expressly set forth above, the Agreement
shall remain in full force and effect without amendment or
modification.
6. 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
<PAGE>
EXHIBIT 4.
Letter Agreement, dated February 12, 1997, between Krescent
Partners, L.L.C. and American Holdings I, L.P.
<PAGE>
KRESCENT PARTNERS L.L.C
1301 AVENUE OF THE AMERICAS, 38TH FLOOR
NEW YORK, NEW YORK 10019
February 12, 1997
American Holdings I, L.P.
100 South Bedford Road
Mount Kisco, New York 10549
Re: KRUPP CASH PLUS-II 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 any party 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:_______________________
AP-GP PROM PARTNERS INC.
By:_______________________
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:___________________________
KRESCENT LFG L.L.C.
By: AP-GP Prom Partners Inc.,
Managing Member
By:___________________________
[Signature Page of Krescent/AHI Letter Agreement Re: Krupp Cash Plus-II]
<PAGE>
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:___________________________
AMERICAN HOLDINGS I-GP, INC.
By:___________________________
AMERICAN REAL ESTATE HOLDINGS
LIMITED PARTNERSHIP
By: American Property Investors, Inc.,
General Partner
By:______________________________
[Signature Page of Krescent/AHI Letter Agreement Re: Krupp Cash Plus-II]
<PAGE>
EXHIBIT A
KRESCENT PARTNERS L.L.C./
AMERICAN HOLDINGS I, L.P.
PURCHASE OF UNITS OF INVESTOR LIMITED PARTNERSHIP INTEREST OF
KRUPP CASH PLUS - II LIMITED PARTNERSHIP
Tender Offer
Krescent Partners L.L.C. ("Krescent") and American Holdings I,
L.P. ("AHI" and, together with Krescent, the "Purchasers") propose
making an offer (the "Offer") to purchase up to 20.1% of investor
limited partnership interests (the "Units") of Krupp Cash Plus - II
Limited Partnership (the "Partnership") at a purchase price and
upon other terms and conditions to be jointly determined by
Krescent and AHI and set forth in an Offer to Purchase (the "Offer
to Purchase") and a related Letter of Transmittal (the "Letter of
Transmittal" and, together with the Offer to Purchase, the
"Offer"). The purchase price will be reduced by the aggregate
amount of distributions per Unit, if any, made or declared by the
Partnership after the date on which the Offer commences and prior
to 12:00 midnight on the expiration date of the Offer (the
"Expiration Date"). In addition, if a distribution is made or
declared after the Expiration Date but prior to the date on which
the Purchasers pay the purchase price for the tendered Units, the
Purchasers will offset the amount of such distribution from the
amount otherwise due a holder of Units pursuant to the Offer. The
parties propose to file a Tender Offer Statement of Schedule 14D-1
(the "Schedule 14D-1") relating to the Offer with the Securities
and Exchange Commission (the "Commission") as promptly as
practicable following the execution and delivery hereof.
Purchase of Units
The Units tendered to and accepted for payment by the Purchasers
pursuant to the Offer will be allocated between and purchased by
the Purchasers as follows: (1) first, an aggregate of 242,970 Units
will be allocated to and purchased by AHI; and (2) then, of the
Units remaining after giving effect to clause (1) (the "Remaining
Units"), 41.8% of such Remaining Units will be allocated to and
purchased by AHI and 58.2% of such Remaining Units will be
allocated to and purchased by Krescent. In the event that 242,970
or fewer Units are tendered to and accepted for payment pursuant to
the Offer or the Offer is terminated without any Units being
purchased, AHI shall purchase Units from Krescent, at a price of
$7.45 per Unit, in an amount such that Krescent will own 58.2% of
the Acquired Units (as hereinafter defined) and AHI will own 41.8%
of the Acquired Units. Notwithstanding the foregoing, if the
direct and indirect percentage interest of Apollo Real Estate
Investment Fund II, L.P. and its affiliates (collectively, the
"Apollo Group") in Krescent immediately following the expiration
and/or exercise of all outstanding options or other rights to
acquire an interest in Krescent, whether directly or indirectly,
exceeds 83.6%, then AHI will be entitled to purchase additional
Units from Krescent, at the same purchase price per Unit paid by
the Purchasers pursuant to the Offer, so that, after giving effect
to such purchase, the total percentage of the Acquired Units
purchased by AHI equals 50% of such percentage interest of the
Apollo Group in Krescent. For purposes hereof, all Units purchased
by AHI or Krescent pursuant to the Offer or by Krescent pursuant to
the Krescent Offer (as hereinafter defined) are hereinafter
collectively referred to as the "Acquired Units." The Acquired
Units purchased by AHI (including Units purchased by AHI from
Krescent as contemplated above) are hereinafter referred to as the
"AHI Units" and the Acquired Units purchased by Krescent (net of
Units sold by Krescent to AHI as contemplated above) are
hereinafter referred to as the "Krescent Units." Each of Krescent
and AHI will pay the purchase price for the Units to be purchased
by them directly from Unitholders pursuant to the Offer by wire
transfer to Herman Group (as hereinafter defined).
Allocation of Expenses
AHI and Krescent shall share Total Expenses (as hereinafter
defined) in the same ratio as the number of AHI Units and the
number of Krescent Units, respectively, bear to the aggregate
number of Acquired Units. Concurrently with the payment for Units
by AHI and Krescent and, if necessary, from time to time
thereafter, one party shall pay the other such amounts as may be
necessary so that Total Expenses are shared in such ratio. "Total
Expenses" means all out-of-pocket costs and expenses incurred by
Krescent, AHI or their respective affiliates (including attorneys
fees and expenses) with respect to: (1) the Offer, including,
without duplication, the fees and expenses of The Herman Group,
Inc., the information agent/depositary for the Offer ("Herman
Group"), printing and mailing expenses and Partnership transfer
fees, but excluding any fees payable to LFG (as hereinafter
defined) or its affiliates; (2) the negotiation, execution and
delivery of this letter agreement; and (3) the Krescent Offer.
Total Expenses shall not include the costs of purchasing the Units.
Each party will provide, at the execution and delivery hereof, an
estimate of its costs and expenses incurred to date and shall
provide, upon request, invoices or other appropriate evidence of
the incurrence of costs and expenses constituting Total Expenses
hereunder. As used herein, the "Krescent Offer" shall mean
Krescent's offer to purchase up to 4.9% of the Units made pursuant
to a letter to Unitholders dated November 29, 1996. Krescent
purchased 338,048.3247 Units pursuant to the Krescent Offer.
Standstill Agreement
In order to obtain a list of Unitholders, Liquidity Financial
Group, L.P. ("LFG"), an affiliate of Krescent's financial advisor,
Liquidity Financial Advisors, Inc., entered into a settlement
agreement and release, dated June 27, 1996, as amended as of
October 8, 1996 and as of January 6, 1997 (the "Standstill
Agreement"), with the Partnership. Krescent assumed the
obligations of LFG under the Standstill Agreement pursuant to an
assumption agreement, dated as of November 21, 1996 (the "Krescent
Assumption Agreement"). An affiliate of AHI entered into a
Standstill Agreement with the Partnership on November 26, 1996 as
amended as of January 8, 1997 and February 3, 1997 (the "AHI
Standstill Agreement"). The parties have taken all such action
necessary or desirable for AHI to assume the obligations of LFG
under the Standstill Agreement with respect to the Partnership to
the same extent that Krescent is bound thereby and to amend the
Standstill Agreement and the AHI Standstill Agreement to permit the
parties to engage in the transactions contemplated hereby. The
parties will cooperate in taking all other necessary action under
the Standstill Agreement in connection with the Offer and in
seeking the agreement of the general partner of the Partnership to
admit Krescent and AHI as limited partners of the Partnership or
recognize Krescent and AHI as registered owners of Units to the
same extent as it agreed to so admit or recognize Krescent in
connection with the Krescent Offer.
Conduct of Offer
All decisions relating to the conduct of the Offer and the
acquisition and transfer of Units pursuant thereto, including
without limitation any change in the terms or waiver of any of the
conditions thereof, shall be made jointly by Krescent and AHI.
Notwithstanding the foregoing, in the event that either Krescent or
AHI proposes to increase the purchase price for Units and the other
opposes such an increase, such purchase price shall, subject to the
provisions set forth below, nonetheless be increased as proposed,
and the parties shall take all necessary action to amend the Offer
accordingly. The party proposing to increase the purchase price
shall so notify the other party in writing. Not later than 5:00
p.m., New York City time, on the second business day following
receipt of such notice, the party receiving the notice shall notify
the proposing party whether it agrees to or opposes such increase.
If AHI so notifies Krescent of its opposition to an increase in the
purchase price proposed by Krescent, AHI shall have no further
obligation to purchase the Units pursuant to the Offer and Krescent
shall thereafter control all decisions regarding the conduct of the
Offer and the acquisition and transfer of Units pursuant thereto.
In addition, in such event, Krescent shall retain all Units
purchased pursuant to the Krescent Offer and AHI shall not be
entitled to purchase any of such Units. If Krescent so notifies
AHI of its opposition to an increase in the purchase price proposed
by AHI, Krescent shall have no further obligation to purchase the
Units pursuant to the Offer and AHI shall thereafter control all
decisions regarding the conduct of the Offer and the acquisition
and transfer of Units pursuant thereto. In such event, AHI shall
be entitled to purchase 41.8% of the Units purchased by Krescent in
the Krescent Offer. In either such event, the parties shall
execute and deliver such instruments and documents and cooperate in
taking any other action as may be necessary or desirable to amend
the Offer in accordance with the applicable requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations of the Commission thereunder. If a
party opposes a proposed purchase price increase, AHI shall be
responsible for 41.8%, and Krescent shall be responsible for 58.2%,
of Total Expenses incurred through the date on which the opposing
party notifies the proposing party of its opposition (except that
expenses relating to the Krescent Offer shall be the sole
responsibility of Krescent if Krescent proposes a purchase price
increase that is opposed by AHI), and the proposing party shall be
responsible for 100% of Total Expenses incurred subsequent to such
date.
Notwithstanding the foregoing, if the proposing party shall at any
time lower the purchase price for Units or shall breach its
obligation to acquire Units pursuant to the Offer (assuming all
conditions thereto have been satisfied or waived), the opposing
party shall have the right (exercisable in its sole discretion) to
purchase Units (including the Krescent Units, if applicable) upon
the terms and conditions set forth herein, and, if the opposing
party exercises such right, the parties shall share Total Expenses
as provided under "Allocation of Expenses" above.
Cooperation
AHI and Krescent shall cooperate and provide each other with and
disclose such information as may be necessary or desirable to
comply with the applicable requirements of the Exchange Act and the
rules and regulations of the Commission thereunder. Neither party
shall use the name of the other in any public disclosure regarding
the transactions contemplated hereby without obtaining the prior
written consent of such other party, which shall not be
unreasonably withheld or delayed.
AHI and Krescent shall also cooperate in connection with the
transfer of Units to AHI and Krescent, respectively, and, to the
extent within their reasonable control, in ensuring that AHI and
Krescent are each accorded the benefits of ownership of their
respective Units from and after the date of the Closing,
notwithstanding any delays in the recognition or effectiveness of
the transfer of such Units to AHI or Krescent on the books of the
Partnership. The parties shall execute and deliver such further
instruments and documents as may be necessary or desirable in
connection with the foregoing.
Krescent shall instruct Herman Group to provide AHI, upon request,
with information regarding the Offer and tenders made pursuant
thereto and to provide AHI with reports regarding such status and
tenders as such reports are made to Krescent.
Indemnification
Krescent and its members, jointly and severally, shall indemnify
AHI and hold it harmless against any loss, claim, damage or
liability (or any action in respect thereof) to which AHI may
become subject, insofar as such loss, claim, damage or liability
arises out of or is based upon any violation of the Williams Act or
any untrue statement of a material fact included in the offer
materials of Krescent relating to the Krescent Offer or the
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading.
Krescent and its members, jointly and severally, on the one hand,
and AHI and its partners, jointly and severally, on the other,
shall indemnify and hold harmless the other against any loss,
claim, damage or liability (or any action in respect thereof) to
which any of them may become subject, insofar as such loss, claim,
damage or liability arises out of or is based upon any violation of
the Williams Act or any untrue statement of a material fact
included in the Schedule 14D-1 or the omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that
any such loss, claim, damage or action is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information
furnished by Krescent or its affiliates, on the one hand, or AHI or
its affiliates, on the other, for inclusion in such Schedule 14D-1.
Buy/Sell
Either AHI or Krescent may institute buy/sell procedures at any
time commencing on the first anniversary of the purchase of the
Units by Krescent and AHI pursuant to the Offer, as long as both
parties (together with their respective affiliates and members of
their immediate families) continue to own at least 2% of the issued
and outstanding Units. These buy/sell provisions shall cover all
Units owned by AHI and by its affiliates and members of their
immediate families and all Units owned by Krescent and by its
affiliates and members of their immediate families, in each case,
whether such Units were acquired prior to the Offer, pursuant to
the Offer or subsequent to the Offer. For purposes of these
buy/sell provisions, LFG shall not be deemed an affiliate of
Krescent. Accordingly, these buy/sell provisions shall not cover
(1) that percentage of the Krescent Units equal to the percentage
interest in Krescent, if any, whether direct or indirect, of LFG,
its affiliates and members of their immediate families or (2) any
Units owned directly by any of them. These buy/sell provisions
shall not apply to the extent that any buy/sell transaction would
impose any liability under Section 16(b) of the Exchange Act.
Either party may initiate the buy/sell by delivering to the other
a written offer stating the purchase price on a per Unit basis and
other material terms and conditions on which the initiating party
is willing to purchase all, but not less than all, Units then owned
by the non-initiating party.
The non-initiating party shall then be obligated to elect to sell
Units to the initiating party at the per Unit price and upon the
other terms and conditions set forth in the buy/sell offer, or to
purchase all of the initiating party's Units upon such terms and
conditions. The non-initiating party shall have thirty days to
decide whether to buy or sell. Failure to notify the initiating
party of such decision on a timely basis shall be deemed a decision
to sell.
The closing of any purchase and sale of Units pursuant to these
buy-sell provisions shall occur no later than 15 days following the
delivery of the notice of election set forth above or such earlier
date as shall be specified in writing by the purchasing party. At
any such closing, the selling party shall sell, transfer and assign
to the purchasing party all right, title and interest in and to the
selling party's Units, free and clear of all liens, claims and
encumbrances; the purchasing party shall pay for such Units in cash
or immediately available Federal funds; and, at the request of the
purchasing party, the selling party shall execute all other
documents and take such other actions as may be reasonably
necessary or desirable to effectuate the transfer of the Units and
to carry out the purposes of this letter agreement.
Purchase of Additional Units
Prior to the Standstill Expiration Date, the parties subject to the
Standstill Agreement (whether directly or by assumption of the
obligations of LFG thereunder) (such parties being collectively
referred to as the "Standstill Parties") are permitted to purchase
up to 25% of the issued and outstanding Units. In the event that
less than such amount is tendered pursuant to the Offer (and/or
already owned by the Standstill Parties on the Expiration Date),
then, prior to the Standstill Expiration Date, AHI and its
affiliates will be entitled to purchase up to 41.8% (or, if AHI
purchases additional Units from Krescent under the circumstances
described under "Purchase of Units" above, then the total
percentage of the Units purchased by AHI whether pursuant to the
Offer or from Krescent subsequent to the Offer) of any Available
Units (as hereinafter defined) and the other Standstill Parties and
their respective affiliates, collectively, will be entitled to
purchase the balance of any Available Units, in each case, without
obtaining the consent of or notifying any other party. "Available
Units" means the difference between 25% of the outstanding Units
and the number of Units purchased pursuant to the Offer and/or
owned by the Standstill Parties as of the Expiration Date.
No Other Contracts
Except as expressly set forth herein, there are no contracts,
arrangements, understandings or relationships between AHI and
Krescent with respect to the Units.
Further Assurances
Each of the parties agrees that it shall take whatever action or
actions as are deemed by counsel to any party hereto to be
reasonably necessary, advisable or convenient from time to time to
effectuate the provisions or intent of this agreement, and to that
end, each party agrees that it will execute, acknowledge and
deliver any further instruments or documents as give force and
effect to this letter agreement or any of the provisions hereof, or
to carry out the intent of this letter agreement or any of the
provisions hereof.
Remedies
It is understood and agreed that monetary damages would be an
inadequate remedy for violation of this agreement, and in the case
of an actual breach by a party of the provisions hereof, any one or
more of the other parties shall be entitled to relief by way of
injunction, specific performance or other equitable relief.
<PAGE>
EXHIBIT 5.
Assumption Agreement, dated February 7, 1997, between American
Holdings I, L.P. and Liquidity Financial Group, L.P.
<PAGE>
ASSUMPTION AGREEMENT AND CONSENT (this "Agreement"),
dated as of February 7, 1997, among Liquidity Financial Group,
L.P., a California limited partnership ("LFG"), American Holdings
I, L.P., a Delaware limited partnership ("AHI"), and The Krupp
Corporation, a Massachusetts corporation ("Krupp").
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 6, 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 securities (i.e.,
depositary receipts representing units of investor limited
partnership interest and shares of beneficial interest) (the
"Units") in various funds sponsored and/or managed by Krupp;
WHEREAS, Krescent Partners L.L.C. (i) retained
Liquidity Financial Advisors, Inc., an affiliate of LFG, as its
financial advisor and (ii) expects to use the Lists of the
entities listed on Schedule I attached hereto (the "Scheduled
Entities") to commence tender offers for Units (the "Tender
Offers");
WHEREAS, AHI desires to participate in the Tender
Offers and, therefore, has agreed to become bound by the terms of
the Letter Agreement with respect to the Scheduled Entities;
WHEREAS, Krescent may sell, transfer or assign to AHI
certain Units previously purchased by it such that Krescent and
AHI will thereafter own 58.2% and 41.8%, respectively, of the
aggregate number of Units owned by them;
WHEREAS, Krupp has consented to the participation of
AHI in the Tender Offers upon AHI's agreement to be bound by the
terms of the Letter Agreement with respect to the Scheduled
Entities; and
WHEREAS, Longacre Corporation ("Longacre"), an
affiliate of AHI, and Krupp are parties to an agreement, dated
November 26, 1996 and amended as of January 8, 1997 (the
"Longacre Standstill Agreement"), pursuant to which Longacre has
undertaken (on its own behalf and on behalf of its affiliates,
including AHI) certain obligations with respect to the Scheduled
Entities and certain other funds 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
Entities from the schedule of funds 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:
7. With respect to the Scheduled Entities, 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).
8. 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.
9. 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 amount or validity thereof.
10. Krupp agrees that this Agreement satisfies the
requirements of the Letter Agreement, including without
limitation with regard to the formation of a "group" (as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) and with regard to the sale, transfer or assignment of
Units by and between Krescent and AHI.
IN WITNESS WHEREOF, LFG, AHI and Krupp have caused this
Agreement to be duly executed as of the date first written above.
AMERICAN HOLDINGS I, L.P.
By: American Holding I-GP, Inc.,
its general partner
By: /s/ Maria Gazzola
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation,
its general partner
By: /s/ Brent Donaldson
Name: Brent Donaldson
Title: President
THE KRUPP CORPORATION
By: /s/ Laurence Gerber
Name: Laurence Gerber
Title: President
<PAGE>
SCHEDULE I
Krupp Cash Plus-II Limited Partnership
Krupp Government Income Trust
<PAGE>
EXHIBIT 6.
Joint Filing Agreement, dated April 4, 1997, among American
Holdings I, L.P., American Holdings I-GP, Inc., American Property
Investors, Inc., Longacre Corp., and Carl C. Icahn
<PAGE>
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 II 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 4th
day of April, 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 II Limited Partnership]
