- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- AMENDMENT NO. 3 TO 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) --------------------------- KRUPP REALTY LIMITED PARTNERSHIP - V (Name of Issuer) --------------------------- KRUPP REALTY LIMITED PARTNERSHIP - V KR5 ACQUISITION, 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 Person(s) Filing Statement) --------------------------- LIMITED PARTNERSHIP UNITS (Title of Class of Securities) --------------------------- 501128 30 0 (CUSIP Number of Class of Securities) --------------------------- 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) -------------------------- 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: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Rule 13E-3 Transaction Statement (the "Statement") is being filed by Krupp Realty Limited Partnership - V, a Massachusetts limited partnership (the "Partnership"), 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"), 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) 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 Definitive Proxy Statement for the Partnership's special meeting scheduled to be held on April 27, 2000. The following cross-reference sheet is supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the Definitive Proxy Statement filed by the general partners of the Partnership with the Securities and Exchange Commission on March 23, 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 - ----------------------------------------------------------------------------------------------------------------------------- Item No. Location in Proxy Statement - ----------------------------------------------------------------------------------------------------------------------------- 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" - ------------------------------------------------------------------------------------------------------------------------------- 2. Identity and Background "Information Concerning The Purchaser And Its Affiliates" - -------------------------------------------------------------------------------------------------------------------------------- 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" - -------------------------------------------------------------------------------------------------------------------------------- 4. Terms of the Transaction "The Merger Agreement"; "Special Factors--Effects of the Transaction"; "Related Agreements" - -------------------------------------------------------------------------------------------------------------------------------- 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" - -------------------------------------------------------------------------------------------------------------------------------- 6. Source and Amounts of Funds "Special Factors--Financing of or Other the Merger--Source of Funds" - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- 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" - --------------------------------------------------------------------------------------------------------------------------------- 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" - ---------------------------------------------------------------------------------------------------------------------------------- 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" - --------------------------------------------------------------------------------------------------------------------------------- 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" - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- 11. Contracts, Arrangements or "Related Agreements" Understands with Respect to the Issuer's Securities - ----------------------------------------------------------------------------------------------------------------------------------- 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" - ----------------------------------------------------------------------------------------------------------------------------------- 13. Other Provisions of the "The Special Meeting-- Transaction Appraisal Rights" - ----------------------------------------------------------------------------------------------------------------------------------- 14. Financial Information "Selected Financial Data"; "Index To Consolidated Financial Statements" - ----------------------------------------------------------------------------------------------------------------------------------- 15. Persons and Assets Employed, "Special Factors--Financing of Retained or Utilized the Merger--Costs Borne by the Partnership"; "The Special Meeting--Solicitation Procedures" - ----------------------------------------------------------------------------------------------------------------------------------- 16. Additional Information Proxy Statement - ----------------------------------------------------------------------------------------------------------------------------------- 17. Material to be Filed as Proxy Statement Exhibits - ----------------------------------------------------------------------------------------------------------------------------------- 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 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. (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," "--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 - ----------- ----------- (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. - ---------------------- * 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 23, 2000 Krupp Realty Limited Partnership - V By: The Krupp Corporation, a general partner By: /s/ Douglas Krupp -------------------------- Name: Douglas Krupp Title: President and Co-Chairman of the Board of Directors 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 ------------------------- 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 ------------------------- Name: Douglas Krupp Title: General Partner The Krupp Family Limited Partnership - 94 By: /s/ Douglas Krupp ------------------------- Name: Douglas Krupp Title: General Partner The Krupp Corporation By: /s/ Douglas Krupp ------------------------- Name: Douglas Krupp Title: President and Co-Chairman of the Board of Directors The Krupp Company Limited Partnership - II By: /s/ Douglas Krupp ------------------------- Name: Douglas Krupp Title: General Partner /s/ Douglas Krupp --------------------------- Douglas Krupp /s/ George Krupp --------------------------- George Krupp EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (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. - ------------------------ * Previously filed.