SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2000
KRUPP REALTY LIMITED PARTNERSHIP - V
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(Exact name of registrant as specified in charter)
State of Massachusetts 005-47451 04-2796207
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
c/o The Berkshire Group, One Beacon Street, Boston, MA 02108
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 574-8385
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On April 27, 2000 (the "Effective Date"), Krupp Realty Limited
Partnership - V (the "Partnership") consummated a merger (the
"Merger") with KR5 Acquisition, L.L.C. (the "Purchaser")
pursuant to an Agreement and Plan of Merger by and between the
Partnership and the Purchaser, dated as of April 27, 2000 (the
"Merger Agreement"). The Merger was approved by the
Partnership's unitholders at a meeting held on April 27, 2000.
The Merger became effective on April 27, 2000 after the filing
of a Certificate of Merger with the Secretary of State of the
State of Delaware and a Certificate of Merger with the
Secretary of State of the State of Massachusetts. As a result
of the Merger, the Partnership was merged with and into the
Purchaser, with the Purchaser as the surviving entity (the
"Surviving Entity"), and each Limited Partnership Unit, other
than those held by the General Partners (as defined in the
Merger Agreement), the Original Partners (as defined in the
Merger Agreement) and the Affiliate Limited Partners (as
defined in the Merger Agreement), in the Partnership were
converted into the right to receive $1,200.00 in cash.
Following the Merger, KRF Company, L.L.C. and various
investment funds affiliated with Equity Resources, Inc. own
100% of the assets of the Surviving Entity, have complete
control over the management and conduct of the Surviving
Entity's business, and have complete control over all income
generated by the assets of the Surviving Entity and any future
increase in the value of the assets of the Surviving Entity.
The transaction was financed by (1) $10.75 million of proceeds
in the form of a capital contribution from KRF Company, L.L.C.
to the Purchaser and (2) $68.656 million of proceeds in the
form of loans entered into between subsidiaries of the
Purchaser and Reilly Mortgage Capital Corporation.
As a result of the Merger, the Partnership will promptly file
to deregister its Limited Partnership Units under the
Securities Exchange Act of 1934.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, KR5 Acquisition, L.L.C. (the successor by merger to Krupp Realty
Limited Partnership - V) has duly caused this report to be signed on behalf of
Krupp Realty Limited Partnership - V by the undersigned thereunto duly
authorized.
Date: May 5, 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