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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and
Rule 13e-3 (ss. 240.13e-3) thereunder)
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Krupp Realty Fund, Ltd. - III
(Name of Issuer)
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KRF3 Acquisition Company, L.L.C.
KRF Company, L.L.C.
The Krupp Family Limited Partnership - 94
(Name of Person(s) Filing Statement)
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Limited Partnership Units
(Title of Class of Securities)
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501128 10 2
(CUSIP Number of Class of Securities)
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Scott D. Spelfogel, Esq.
The Berkshire Group
One Beacon Street
Boston, Massachusetts 02108
(617) 574-8385
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
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With copies to:
James M. Dubin, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
This statement is filed in connection with (check appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
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CALCULATION OF FILING FEE
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Transaction Valuation: $13,750,000 Amount of filing fee: $2750.00
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o Transaction valuation assumes the purchase of 25,000 units Krupp Realty
Fund, Ltd. - III. at $550 in cash per Unit. The amount of the filing fee,
calculated in accordance with Regulation 240.0-11 of the Securities
Exchange Act of 1934, equals one fiftieth of one percentum of such
transaction value.
[X] Check box if any part of the fee is offset by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by either a registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $2750.00
Filing Parties: KRF3 Acquisition Company, L.L.C., KRF Company, L.L.C. and The
Krupp Family Limited Partnership-94
Form or Registration No.: Schedule 14D-1
Date Filed: May 14, 1989
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This Rule 13E-3 Transaction Statement (the "Statement") relates to a tender
offer by KRF3 Acquisition Company, L.L.C., a limited liability company organized
under the laws of Delaware (the "Purchaser"), to purchase any and all
outstanding investor limited partnership interests (the "Units") of Krupp Realty
Fund, Ltd. - III, a limited partnership organized under the laws of
Massachusetts (the "Issuer"), for $550 per Unit, in cash, less the aggregate
amount of distributions per Unit, if any made after May 14, 1999, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase (the "Offer to Purchase" and the Supplement to the Offer to Purchase
(the "Supplement") each dated as of May 14, 1999, and in the related Agreement
of Assignment and Transfer (which together constitute the "Offer"), copies of
which are filed as Exhibits (d)(1), (d)(2) and (d)(3) hereto, respectively. This
Statement is being filed by the Purchaser, KRF Company, L.L.C., a Delaware
limited liability company and the Purchaser's sole member (the "Parent"), and
The Krupp Family Limited Partnership - 94, a Massachusetts limited partnership
and the Parent's sole member (the "Family Partnership").
The following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by the Purchaser, the
Parent and the Family Partnership with the Securities and Exchange Commission on
the date hereof of the information required to be included in response to the
items of this Statement.
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CROSS REFERENCE SHEET
Item In Location in
Schedule 13E-3 Schedule 14D-1
Item 1(a) .................................................... Item 1(a)
Item 1(b) .................................................... Item 1(b)
Item 1(c) .................................................... Item 1(c)
Item 1(d) .................................................... *
Item 1(e) .................................................... *
Item 1(f) .................................................... *
Item 2(a) .................................................... Item 2(a)
Item 2(b) .................................................... Item 2(b)
Item 2(c) .................................................... Item 2(c)
Item 2(d) .................................................... Item 2(d)
Item 2(e) .................................................... Item 2(e)
Item 2(f) .................................................... Item 2(f)
Item 2(g) .................................................... Item 2(g)
Item 3(a) .................................................... Item 3(a)
Item 3(b) .................................................... Item 3(b)
Item 4 ....................................................... *
Item 5 ....................................................... Item 5
Item 6(a) .................................................... Item 4(a)
Item 6(b) .................................................... *
Item 6(c) .................................................... Item 4(b)
Item 6(d) .................................................... Item 4(c)
Item 7(a) .................................................... Item 5
Item 7(b) .................................................... *
Item 7(c) .................................................... Item 5
Item 7(d) .................................................... *
Item 8 ....................................................... *
Item 9 ....................................................... *
Item 10(a) ................................................... Item 6(a)
Item 10(b) ................................................... Item 6(b)
Item 11 ...................................................... Item 7
Item 12(a) ................................................... *
Item 12(b) ................................................... *
Item 13 ...................................................... *
Item 14(a) ................................................... Item 9
Item 14(b) ................................................... *
Item 15(a) ................................................... *
Item 15(b) ................................................... Item 8
Item 16 ...................................................... Item 10(f)
Item 17 ...................................................... Item 11
* The item is inapplicable or the answer thereto is in the negative.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the issuer of the Units subject to the Rule 13e-3
transaction is Krupp Realty Fund, Ltd. - III, a limited partnership organized
under the laws of Massachusetts (the "Partnership"), and the principal executive
offices of the Partnership are located at One Beacon Street, Suite 1500, Boston,
Massachusetts 02108.
(b) According to the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1998, as of such date, there were 25,000 limited partnership
units of Krupp Realty Fund, Ltd. - III outstanding held by approximately 1,500
holders.
(c) The Units are not listed or traded on any exchange or quoted on the
National Association of Securities Dealers Automated Quotation System. However,
information regarding certain private transactions is set forth in "SPECIAL
FACTORS-- Section 2. Determination of the Offer Price and Fairness of the Offer:
Recent Unit Sales" in the Offer to Purchase and is incorporated herein by
reference.
(d) The information set forth under the captions "INTRODUCTION" and "THE
OFFER--Section 6. Certain Information Concerning the Partnership" of the Offer
to Purchase is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in under the caption "THE OFFER--Section 7.
Certain Information Concerning the Purchaser and its Affiliates" of the Offer to
Purchase is incorporated herein by reference.
Item 2. Identity and Background.
(a) - (d) The information set forth under the caption "THE OFFER--Section
7. Certain Information Concerning the Purchaser and its Affiliates" of the Offer
to Purchase is incorporated herein by reference.
(e) and (f) During the last five years, neither the Purchaser, nor to the
best of the knowledge of the Purchaser, any affiliate of the Purchaser (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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 finding any violation of such laws.
(g) The information set forth under the caption "THE OFFER--Section 7.
Certain Information Concerning the Purchaser and its Affiliates" of the Offer to
Purchase is incorporated herein by reference.
Item 3. Past Contacts, Transactions or Negotiations.
(a) (1) The information set forth under the caption "SPECIAL
FACTORS--Section 4. Conflicts of Interest and Transactions with Affiliates" of
the Offer to Purchase is incorporated herein by reference.
(a)(2) There have been no contacts, negotiations or transactions which have
occurred since the commencement of the Partnership's second full fiscal year
preceding the date of this Statement between the Purchaser and its affiliates on
the one hand and the Partnership on the other hand, concerning a
merger, consolidation or acquisition, a tender offer for or other acquisition of
securities of any class of the Partnership; an election of directors or general
partners of the Partnership; or a sale or other transfer of a material amount of
assets.
(b) The information set forth in the Supplement, a copy of which is
attached hereto as Exhibit (d)(2), is incorporated herein by reference. Madison
Liquity Investors 104, LLC, an affiliate of Gramercy Park Investments, LP,
contacted the Partnership in early 1999 in connection with its tender offer
commenced on April 21, 1999. Information regarding such tender offer is
described in the Offer to Purchase under the captions "INTRODUCTION," "SPECIAL
FACTORS -- Section 1. Background of the Offer" and "SPECIAL FACTORS -- Section
2. Fairness of the Offer" which are incorporated herein by reference.
Item 4. Terms of the Transactions.
(a) The information set forth under the captions "INTRODUCTION," "THE
OFFER--Section 1. Terms of the Offer," "THE OFFER--Section 2. Procedures for
Tendering Units," "THE OFFER--Section 3. Acceptance for Payment and Payment for
Units," "THE OFFER--Section 4. Withdrawal Rights," "THE OFFER--Section 5.
Extension of Tender Period; Termination; and Amendment" and "THE OFFER--Section
8. Conditions of the Offer" of the Offer to Purchase is incorporated herein by
reference.
(b) None.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a) - (e) The information set forth under the captions "INTRODUCTION,"
"SPECIAL FACTORS--Section 1. Background of the Offer" and "SPECIAL
FACTORS--Section 3. Purpose of the Offer; Plans for the Plans for the
Partnership," in the Offer to Purchase is incorporated herein by reference.
(f) and (g) The information set forth under the caption "SPECIAL
FACTORS--Section 6. Certain Effects of the Offer on the Market for the Units;
Unit Quotation; Exchange Act Registration; and Margin Regulations" of the Offer
to Purchase is incorporated herein by reference.
Item 6. Source and Amounts of Funds or Other Consideration.
(a) The information set forth under the caption "SPECIAL FACTORS--Section
5. Financing of the Offer" of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth under the caption "THE OFFER--Section 10.
Fees and Expenses" in the Offer to Purchase is incorporated herein by reference.
(c) and (d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) - (c) The information set forth under the captions "INTRODUCTION,"
"SPECIAL FACTORS--Section 1. Background of the Offer," "SPECIAL FACTORS --
Section 2. Determination of Offer Price and Fairness of the Offer" and "SPECIAL
FACTORS--Section 3. Purpose of the Offer; Plans for the Partnership" of the
Offer to Purchase is incorporated herein by reference.
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(d) The information set forth under the captions "SPECIAL FACTORS--Section
3. Purpose of the Offer and Plans for the Partnership," "SPECIAL
FACTORS--Section 4. Conflicts of the Interest and Transactions with Affiliates,"
"SPECIAL FACTORS--Section 6. Certain Effects of the Offer on the Market for the
Units; Unit Quotation; Exchange Act Registration; and Margin Regulations" and
"SPECIAL FACTORS--Section 7. Certain Federal Income Tax Consequences" of the
Offer to Purchase is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) and (b) The information set forth under the caption "SPECIAL
FACTORS--Section 2. Determination of Offer Price and Fairness" of the Offer to
Purchase is incorporated herein by reference.
(c) The Offer is conditioned upon the tender of at least a majority of the
total number of outstanding Units, however, the Purchaser has reserved the right
to waive this condition. The Purchaser stated this intention in the
"INTRODUCTION" to the Offer to Purchase.
(d) To the Purchaser's knowledge no unaffiliated representative has been
retained to act solely on behalf of unaffiliated holders of Units for the
purpose of negotiating the terms of this transaction and/or preparing a report
concerning the fairness of this transaction.
(e) The Offer was not approved by the Partnership, its equity holders, or
any representative of the equity holders.
(f) None.
Itewm 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) None.
(b) and (c) Not applicable.
Item 10. Interest in Securities of the Issuer.
(a) and (b) The information set forth under the caption "THE OFFER--Section
7. Certain Information Concerning the Purchaser and its Affiliates" of the Offer
to Purchase is incorporated herein by reference.
Item 11. Contracts, Arrangements or Understandings With Respect to the Issuer's
Securities.
None.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a) The information set forth under the captions "SPECIAL FACTORS --
Section 3. Purpose of the Offer and Plans for the Partnership" and "THE OFFER --
Section 7. Certain Information Concerning the Purchaser and its Affiliates" of
the Offer to Purchase is incorporated herein by reference.
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(b) The information set forth under the caption "THE OFFER -- Section 7.
Certain Information Concerning the Purchaser and its Affiliates" of the Offer to
Purchase is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth under the captions "SPECIAL FACTORS--Section
3. Purpose of the Offer; Plans for the Partnership" and "THE OFFER--Section 9.
Certain Legal Matters" of the Offer to Purchase is incorporated herein by
reference.
(b) None.
(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth under the captions "Exhibit I" and "THE
OFFER--Section 6. Certain Information Concerning the Partnership" of the Offer
to Purchase is incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) None
(b) The information set forth under the caption "THE OFFER--Section 10.
Fees and Expenses" of the Offer to Purchase is incorporated herein by reference.
Item 16. Additional Information.
Additional information concerning the Offer is set forth in the Offer to
Purchase, the Supplement and the related Agreement of Assignment and Transfer,
copies of which are attached hereto as Exhibits (d)(1), (d)(2) and (d)(3), and
is incorporated herein by reference.
Item 17. Material to be Filed as Exhibits.
Exhibit No. Description
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(d)(1) Offer to Purchase dated May 14, 1999.
(d)(2) Supplement, dated May 14, 1999.
(d)(3) Agreement of Assignment and Transfer
(d)(4) Form of Letter to Unitholders dated May 14, 1999.
(d)(5) Notice of Withdrawal and instructions thereto.
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SIGNATURE
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 as of: May 14, 1999
KRF3 Acquisition Company, L.L.C.
By: KRF Company, L.L.C.,
its sole member
By: The Krupp Family Limited
Partnership - 94,
its sole member
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: General Partner
KRF Company, L.L.C.
By: The Krupp Family Limited
Partnership - 94,
its sole member
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: General Partner
The Krupp Family Limited Partnership - 94
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: General Partner
EXHIBIT INDEX
Exhibit No. Description
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(d)(1) Offer to Purchase dated May 14, 1999.
(d)(2) Supplement dated May 14, 1999.
(d)(3) Agreement of Assignment and Transfer
(d)(4) Form of Letter to Unitholders dated May 14, 1999.
(d)(5) Notice of Withdrawal and instructions thereto.