SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- 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 FUND, LTD. - III - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) State of Massachusetts 005-46975 04-2763323 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) c/o The Berkshire Group, One Beacon Street, Boston, MA 02108 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 574-8385 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 1. Changes in Control of Registrant. On April 27, 2000 (the "Effective Date"), Krupp Realty Fund, Ltd. - III (the "Partnership") consummated a merger (the "Merger") with KRF3 Acquisition Company, 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 $600.00 in cash. Following the Merger, KRF Company, L.L.C. and various investment funds affiliated with Equity Resources, Inc. own 100% of the equity 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 value of the assets of the Surviving Entity. The transaction was financed by (1) $379,000 of proceeds in the form of a capital contribution from KRF Company, L.L.C. to the Purchaser and (2) $27,093,000 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. 3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, KRF3 Acquisition Company, L.L.C. (the successor by merger to Krupp Realty Fund, Ltd. - III) has duly caused this report to be signed on behalf of Krupp Realty Fund, Ltd. - III by the undersigned thereunto duly authorized. Date: May 5, 2000 KRF3 ACQUISITION COMPANY, L.L.C. By: KRF Company, L.L.C., it sole member By: The Krupp Family Limited Partnership - 94, its sole member By: /s/ Douglas Krupp ----------------- Name: Douglas Krupp Title: General Partner