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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
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KRUPP REALTY FUND, LTD. - III
(Name of the Issuer)
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KRUPP REALTY FUND, LTD. - III
KRF3 ACQUISITION COMPANY, L.L.C.
KRF COMPANY, L.L.C.
THE KRUPP FAMILY LIMITED PARTNERSHIP - 94
THE KRUPP CORPORATION
THE KRUPP COMPANY LIMITED PARTNERSHIP - II
DOUGLAS KRUPP
GEORGE KRUPP
(Name of Persons 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 the Persons 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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This Rule 13E-3 Transaction Statement (the "Statement") is being
filed by Krupp Realty Fund, Ltd. - III, a Massachusetts limited partnership
(the "Partnership"), KRF3 Acquisition Company, L.L.C., a Delaware limited
liability company ("KRF3" or the "Purchaser"), KRF Company, L.L.C., a
Delaware limited liability company and KRF3's sole member (the "Parent"),
The Krupp Family Limited Partnership - 94, a Massachusetts limited
partnership and the Parent's sole member (the "Family Partnership"), The
Krupp Corporation, a Massachusetts corporation ("Krupp Corp"), The Krupp
Company Limited Partnership - II, a Massachusetts limited partnership
(together with Krupp Corp, the "General Partners"), Douglas Krupp and George
Krupp with respect to the investor limited partnership interests ("Units") of
the Partnership that is subject to a Rule 13e-3 transaction. The General
Partners are submitting to Unit holders a proposal to approve (a) a merger
agreement under which (1) KRF3 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 KRF3 will receive $600 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 KRF3 (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 filed by the general partners of the Partnership
with the Securities and Exchange Commission on March -, 2000 (including all
annexes and exhibits thereto, the "Proxy Statement") for the Partnership's
special meeting scheduled to be held on , 2000.
The information in the Proxy Statement, a copy of which is attached
hereto as Exhibit A, 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. The Proxy Statement will be completed and, if
appropriate, amended prior to the time it is first sent or given to unitholders
of the Partnership. This Statement will be amended to reflect such completion or
amendment of the Proxy Statement.
2
1. SUMMARY TERM SHEET.
The information set forth under the caption "Summary Term Sheet" in the
Proxy Statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(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, 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, 1999, as of such date, there were 25,000 Units of the
Partnership outstanding held by approximately 588 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 About the
Partnership, Its General Partners and Their Affiliates--Market for the Units" of
the Proxy Statement is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) - (b) The information set forth under the captions "Information
About the Partnership, Its General Partners and Their Affiliates -- The
General Partners" and "Information Concerning the Purchaser and its
Affiliates" of the Proxy Statement is incorporated herein by reference.
(c)(1) The information set forth under the caption "Information Concerning
the Partnership, Its General Partners and Their Affiliates--The General
Partners" of the Proxy Statement is incorporated herein by reference.
(c)(2) The information set forth under the caption "Information Concerning
the Partnership, Its General Partners and Their Affiliates--The General
Partners" of the Proxy Statement is incorporated herein by reference.
(c)(3) During the last five years, neither Douglas Krupp nor George
Krupp has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(c)(4) During the last five years, neither Douglas Krupp nor George
Krupp was a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in
a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws,
or a finding of any violation of federal or state securities laws.
(c)(5) Messrs. Douglas and George Krupp are both United States citizens.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1) Not applicable.
(a)(2) 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) Excluded.
(c) The information set forth under the caption "Related Agreements" is
incorporated herein by reference.
(d) None.
(e) None.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)(1)-(a)(2) 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.
(b) The information set forth under the captions "Special
Factors--Background of the Mergers; Purpose of the Transaction" and "The Merger
Agreement" of the Proxy Statement is incorporated herein by reference.
(c) 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.
(d) Excluded.
(e) 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 6. PURPOSES OF THE TRANSACTIONS AND PLANS OR PROPOSALS.
(a) Excluded.
(b) The information set forth under the captions "Special Factors--Effects
of the Transaction," and "The Merger Agreement--The Effects of the Merger" in
the Proxy Statement is incorporated herein by reference.
(c)(1) - (c)(8) The information set forth under the captions "Summary Term
Sheet," "Special 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" and
"Information About the Partnership, Its General Partners and Their
Affiliates--Distributions" in the Proxy Statement is incorporated herein by
reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth under the captions "Summary Term
Sheet," "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," "--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 "--Liquidation Analysis; 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--Recent Unit Sales; Tender Offer" of the Proxy Statement is
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The Purchaser has not received any report, opinion or Appraisal from an
outside party that is materially related to the Merger Proposal.
(b) and (c) Not applicable.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) 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.
(b) None.
(c) 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.
(d) No loan agreement has yet been entered into.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth under the captions "Information About
the Partnership, Its General Partners and Their Affiliates--Ownership of the
Units," "--Market for the Units" and "Information Concerning the Purchaser and
Its Affiliates--Affiliates of the Purchaser" of the Proxy Statement is
incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(a)-(c) Excluded.
(d) The information set forth under the captions "Special
Factors--Financing of the Merger--Source of Funds," "The Special Meeting--Votes
Required" and "Related Agreements" of the Proxy Statement is incorporated herein
by reference.
(e) No.
ITEM 13. FINANCIAL STATEMENTS.
(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 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) and (b) The information set forth under the captions "Special
Factors--Financing of the Merger--Costs Associated with the Merger" and "The
Special Meeting--Solicitation Procedures" of the Proxy Statement is incorporated
herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
All of the information set forth in the Proxy Statement is incorporated herein
by reference.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
(a) Preliminary Proxy Statement (Exhibit A).
(b) Not applicable.
(c) Not applicable.
(d)(1) Voting Agreement, dated January 6, 2000 (Exhibit D-1).*
(d)(2) Investment Agreement, dated January 6, 2000 (Exhibit D-2).*
(e) Excluded.
(f) Not applicable.
(g) Not applicable.
(h) Excluded.
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* Previously filed.
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: March 20, 2000
Krupp Realty Fund, Ltd. - III
By: The Krupp Corporation,
a general partner
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: President and
Co-Chairman of the
Board of Directors
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
The Krupp Corporation
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: President and
Co-Chairman of the
Board of Directors
The Krupp Company Limited Partnership - II
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: General Partner
/s/ Douglas Krupp
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Douglas Krupp
/s/ George Krupp
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George Krupp
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a) Preliminary Proxy Statement (Exhibit A).
(b) Not applicable.
(c) Not applicable.
(d)(1) Voting Agreement, dated January 6, 2000 (Exhibit D-1).*
(d)(2) Investment Agreement, dated January 6, 2000 (Exhibit D-2).*
(e) Excluded.
(f) Not applicable.
(g) Not applicable.
(h) Excluded.
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* Previously filed.