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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 LIMITED PARTNERSHIP - V
(Name of Issuer)
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KR5 ACQUISITION, 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 30 0
(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. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, 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. /_/ 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: |X|
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CALCULATION OF FILING FEE
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Transaction Valuation: $37,457,400 Amount of filing fee: $7,491.48
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- -- Transaction valuation assumes the purchase of 31,214.5 units Krupp Realty
Limited Partnership - V at $1,200 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.
/_/ 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: ---
Form or Registration No.:
Filing Parties:
Date Filed:
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This Rule 13E-3 Transaction Statement (the "Statement") is being
filed by KR5 Acquisition, L.L.C., a Delaware limited liability company ("KR5"
or the "Purchaser"), KRF Company, L.L.C., a Delaware limited liability
company and KR5's sole member (the "Parent"), The Krupp Family Limited
Partnership - 94, a Massachusetts limited partnership and the Parent's sole
member (the "Family Partnership") with respect to the investor limited
partnership interests ("Units") of Krupp Realty Limited Partnership - V, a
Massachusetts limited partnership (the "Partnership"), that is subject to a
Rule 13e-3 transaction. The general partners of the Partnership are
submitting to Unit holders a proposal to approve (a) a merger agreement under
which (1) KR5 will merge with and into the Partnership and (2) each Unit
holder other than certain Unit holders who have agreed to reinvest their
Units in KR5 will receive $1,200 in cash for each outstanding Unit that the
Unit holder owns immediately before the effective time of the merger and (b)
an amendment to the Partnership's partnership agreement allowing the
Partnership to enter into the merger agreement and complete the merger with
KR5 (items (a) and (b) will be considered one proposal and referred to herein
as the "Merger Proposal"). The Merger Proposal is upon the terms and subject
to the conditions set forth in the Partnership's Preliminary Proxy Statement
for the Partnership's special meeting scheduled to be held on , 2000.
The following cross-reference sheet is supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Preliminary Proxy
Statement filed by the general partners of the Partnership with the Securities
and Exchange Commission on January 21, 2000 (including all annexes and exhibits
thereto, the "Proxy Statement") of the information required to be included in
response to the items of this Statement. The information in the Proxy Statement,
a copy of which is attached hereto as Exhibit D, is hereby expressly
incorporated by reference in its entirety and the responses to each item are
qualified in their entirety by the provisions of the Proxy Statement.
2
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Item No. Location in Proxy Statement
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1. Issuer and Class of Security "Special Factors--
Subject to the Transaction Determination of Merger
Price--Recent Unit Sales;
Tender Offer"; "Information
Concerning The Purchaser And
Its Affiliates"
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2. Identity and Background "Information Concerning The
Purchaser And Its Affiliates"
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3. Past Contacts, Transactions or "Information About the
Negotiations Partnership, Its General
Partner and Their
Affiliates--Related Party
Transactions"; "The Merger
Agreement," "Special Factors--
Background of the Merger;
Purpose of the Transaction";
"Related Agreements"
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4. Terms of the Transaction "The Merger Agreement";
"Special Factors--Effects of
the Transaction"; "Related
Agreements"
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5. Plans or Proposals of the "Summary"; "Special
Issuer or Affiliate Factors-- Effects of the
Transaction";
"--Financing of
the Merger--Source of Funds";
"--Plans or Proposals by
Partnership or Affiliates
Following the Merger";"The
Merger Agreement--The
Surviving Entity"
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6. Source and Amounts of Funds "Special Factors--Financing of
or Other the Merger--Source of Funds"
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7. Purpose(s), Alternatives, "Summary"; "Special
Reasons and Effects Factors--Background of the
Merger;Purpose of the
Transaction"; --Alternatives
to the Merger";
"--Disadvantages and Risks
Associated with the Merger";
"--Conflicts of Interest";
"--Determination of Merger
Price--Book Value";
"--Fairness of the Merger";
"--Effects of the
Transaction";"--Plans or
Proposals by Partnership of
Affiliates Following the
Merger"; "--Material Federal
Income Tax Consequences"
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8. Fairness of the Transaction "Special Factors--Fairness of
the Merger"; "--Conflicts of
Interest"; "--Determination of
Merger Price"; "--Recent Unit
Sales; Tender Offer"; "The
Special Meeting--Votes
Required"; "Information about
the Partnership, Its General
Partners and Their Affiliates"
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9. Reports, Opinions, Appraisals "Special Factors--Independent
and Certain Negotiations Appraisal"; "--Experience of
Cushman & Wakefield";
"--Appraisal";"--Factors
Considered";"--Summary of
Cushman & Wakefield's
Methodology and Approaches
to Value";"--Assumptions,
Limitations and Qualifications
of Cushman & Wakefield's
Valuation"; "--Compensation";
"--Availability of Report"
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10. Interest in Securities of the "Information About The
Issuer Partnership, Its General
Partners And Their Affiliates
--The General Partners";
"--Ownership of Units";
"Information Concerning The
Purchaser And Its Affiliates--
Affiliates of the Purchaser"
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11. Contracts, Arrangements or "Related Agreements"
Understands with Respect to
the Issuer's Securities
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12. Present Intention and "The Special Meeting--Votes
Recommendation of Certain Required"; "Special Factors--
Persons with Regard to the Background of the Merger;
Transaction Purpose of the Transaction";
"--Fairness of the Merger"
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13. Other Provisions of the "The Special Meeting--
Transaction Appraisal Rights"
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14. Financial Information "Selected Financial Data";
"Index To Consolidated
Financial Statements"
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15. Persons and Assets Employed, "Special Factors--Financing of
Retained or Utilized the Merger--Costs Borne by
the Partnership"; "The Special
Meeting--Solicitation
Procedures"
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16. Additional Information Proxy Statement
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17. Material to be Filed as Proxy Statement
Exhibits
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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 Limited Partnership - V, a limited partnership
organized under the laws of Massachusetts, 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 35,200 Units of the
Partnership outstanding held by approximately 1,870 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 under the
caption "Special Factors--Determination of Merger Price--Recent Unit Sales;
Tender Offer" in the Proxy Statement and is incorporated herein by reference.
(d) The information set forth under the caption "Information About the
Partnership, Its General Partners and Their Affiliates--Distributions" of the
Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in under the caption "Information
Concerning the Purchaser and Its Affiliates" of the Proxy Statement is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d) The information set forth under the caption "Information
Concerning the Purchaser and its Affiliates" of the Proxy Statement 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) Messrs. Douglas and George Krupp are both United States citizens.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth under the caption "Information About
the Partnership, Its General Partners and Their Affiliates--Related Party
Transactions" of the Proxy Statement is incorporated herein by reference.
(a)(2) The information set forth under the caption "The Merger
Agreement" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth under the captions "Special
Factors--Background of the Merger; Purpose of the Transaction" and "Related
Agreements" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTIONS.
(a) The information set forth under the captions and "Special
Factors--Effects of the Transaction" and "The Merger Agreement" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth under the caption "Related Agreements" of
the Proxy Statement is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (g) The information set forth under the captions "Summary,"
"Special Factors--Effects of the Transaction," "--Financing of the
Merger--Source of Funds" and "--Plans or Proposals by Partnership or Affiliates
Following the Merger" and "The Merger Agreement--The Surviving Entity" in the
Proxy Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth under the caption "Special
Factors--Financing of the Merger--Source of Funds" of the Proxy Statement is
incorporated herein by reference.
(c) and (d) No loan agreement has yet been entered into.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth under the captions "Summary,"
"Special Factors--Background of the Merger; Purpose of the Transaction,"
"--Alternatives to the Merger," "--Fairness of the Merger," "--Disadvantage and
Risks Associated with the Merger" and "--Conflicts of Interest" of the Proxy
Statement is incorporated herein by reference.
(d) The information set forth under the captions "Special Factors
- --Background of the Merger; Purpose of the Transaction," "--Determination of
Merger Price--Book Value," "--Effects of the Transaction," "--Plans or Proposals
by Partnership or Affiliates Following the Merger" and "--Material Federal
Income Tax Consequences" of the Proxy Statement is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) and (b) The information set forth under the caption "Special
Factors--Fairness of the Merger" and "--Determination of Merger Price" of the
Proxy Statement is incorporated herein by reference.
(c) The information set forth under the caption "The Special
Meeting--Votes Required" of the Proxy Statement is incorporated herein by
reference.
(d) No unaffiliated representative has been retained to act solely on
behalf of unaffiliated holders of Units for the purpose of negotiating the terms
of the Merger Proposal and/or preparing a report concerning the fairness of the
Merger Proposal.
(e) The general partners of the Partnership approved the Merger
Proposal. The information set forth under the captions "Special
Factors--Conflicts of Interest" and "Information
about the Partnership, Its General Partners and Their Affiliates--Related Party
Transactions" of the Proxy Statement is incorporated herein by reference.
(f) The information set forth under the captions "Special
Factors--Determination of Merger Price--Recent Unit Sales; Tender Offer" of the
Proxy Statement is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) and (b) The information set forth under the captions "Special
Factors--Independent Appraisals," "--Experience of Cushman & Wakefield,"
"--Appraisal," "--Factors Considered," "--Summary of Cushman & Wakefield's
Methodology and Approaches to Value," "--Assumptions, Limitations and
Qualifications of Cushman & Wakefield's Valuation" and "--Compensation" of the
Proxy Statement is incorporated herein by reference.
(c) The information set forth under the caption "Special
Factors--Independent Appraisals--Availability of Report" of the Proxy Statement
is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The information set forth under the captions "Information
About the Partnership, Its General Partners and Their Affiliates--The General
Partners," "--Ownership of the Units" and "Information Concerning the Purchaser
and Its Affiliates--Affiliates of the Purchaser" of the Proxy Statement is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO THE ISSUER'S SECURITIES.
The information set forth under the caption "Related Agreements" of the
Proxy Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE TRANSACTION.
(a) The information set forth under the caption, "The Special
Meeting--Votes Required" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth under the captions "Special
Factors--Background of the Merger; Purpose of the Transaction" and "--Fairness
of the Merger" of the Proxy Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under the caption "The Special
Meeting--Appraisal Rights" of the Proxy Statement is incorporated herein by
reference.
(b) None.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth under the captions "Selected Financial
Data" and "Index to Consolidated Financial Statements" of the Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) The information set forth under the captions "Special
Factors--Financing of the Merger--Costs Borne by the Purchaser" and "The Special
Meeting--Solicitation Procedures" of the Proxy Statement is incorporated herein
by reference.
ITEM 16. ADDITIONAL INFORMATION.
All of the information set forth in the Proxy Statement is incorporated herein
by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
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(a) Not applicable.
(b)(1) Complete Appraisal of Real Property, dated as of August 2,
1999, prepared by Cushman & Wakefield, Inc. and relating to
the Park Place Tower Apartment Complex (Exhibit B-1).
(b)(2) Complete Appraisal of Real Property, dated as of August 13,
1999, prepared by Cushman & Wakefield, Inc. and relating the
Century Apartments (Exhibit B-2).
(c)(1) Voting Agreement, dated December 2, 1999 (Exhibit C-1).
(c)(2) Investment Agreement, dated December 2, 1999 (Exhibit C-2).
(d) Preliminary Proxy Statement (Exhibit D).
(e) Not applicable.
(f) Not applicable.
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated as of: January 21, 2000
KR5 Acquisition, 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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(a) Not applicable.
(b)(1) Complete Appraisal of Real Property, dated as of August 2,
1999, prepared by Cushman & Wakefield, Inc. and relating to
the Park Place Tower Apartment Complex (Exhibit B-1).
(b)(2) Complete Appraisal of Real Property, dated as of August 13,
1999, prepared by Cushman & Wakefield, Inc. and relating the
Century Apartments (Exhibit B-2).
(c)(1) Voting Agreement, dated December 2, 1999 (Exhibit C-1).
(c)(2) Investment Agreement, dated December 2, 1999 (Exhibit C-2).
(d) Preliminary Proxy Statement (Exhibit D).
(e) Not applicable.
(f) Not applicable.