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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 193
AND RULE 13e-3 (SS. 240.13e-3) THEREUNDER)
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KRUPP REALTY LIMITED PARTNERSHIP - IV
(Name of Issuer)
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THE KRUPP COMPANY LIMITED PARTNERSHIP-II
THE KRUPP CORPORATION
WALDEN POND LIMITED PARTNERSHIP
WALDEN POND TEXAS, L.L.C.
WPT LIMITED PARTNERSHIP
KRF GP CORPORATION
DOUGLAS KRUPP
GEORGE KRUPP
(Name of Person(s) Filing Statement)
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INVESTOR LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
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501128 20 1
(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:
MICHELE R. JENKINSON, 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: $12,800,000 Amount of filing fee: $2,560
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- -- 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 the aggregate amount of cash to be received by the issuer
($12,800,000) in connection with the disposition of assets that is the
subject of the solicitation materials to which this Schedule 13E-3 relates.
[X] 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: $2,560
Form or Registration No.: SCHEDULE 14A
Filing Parties: KRUPP REALTY LIMITED PARTNERSHIP - IV
Date Filed: August 8, 2001
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This Rule 13E-3 Transaction Statement (the "Statement") is
being filed jointly by Krupp Realty Limited Partnership - IV, a Massachusetts
limited partnership (the "Partnership"), The Krupp Company Limited
Partnership-II, a Massachusetts limited partnership ("KCLP"), The Krupp
Corporation, a Massachusetts corporation ("Krupp Corp"), Walden Pond Limited
Partnership, a Delaware limited partnership, Walden Pond Texas, L.L.C., a Texas
limited liability company, WPT Limited Partnership, an Illinois limited
partnership, KRF GP Corporation, a Massachusetts corporation, Douglas Krupp and
George Krupp in connection with a proposal being submitted to holders of
investor limited partnership units ("Units") of the Partnership. KCLP and Krupp
Corp, each a general partner of the Partnership, are submitting to Unit holders
a proposal (1) to approve the sale of Walden Pond Apartments, one of the
Partnership's real estate investments, to an affiliate of the general partners,
and (2) to approve an amendment to the Partnership's partnership agreement to
permit the sale (items (1) and (2) will be considered one proposal and referred
to herein as the "Sale Proposal").
This Statement is being filed concurrently with the filing by
the Partnership of a preliminary proxy statement being filed by the Partnership
pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended
(together with all appendices thereto, the "Proxy Statement"). The following
cross-reference sheet is supplied pursuant to General Instruction G to Schedule
13E-3 and shows the location in 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 being filed herewith, 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.
ITEM NO. LOCATION IN PROXY STATEMENT
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1. Summary Term Sheet "Summary Term Sheet"
2. Subject Company Information "Information About the Partnership, Its General
Partners and Their Affiliates--The General Partners"
3. Identity and Background of Filing "Information About the Purchaser" and "Information
Person About the Partnership, Its General Partners and
Their Affiliates--Distributions"
4. Terms of the Transaction "The Purchase and Sale Agreement"; "Summary Term
Sheet--Rights of Appraisal"; and "The Special
Meeting--Appraisal Rights"
5. Past Contacts, Transactions, "Information About the Partnership, Its General
Negotiations and Agreements Partners and Their Affiliates--Related Party
Transactions"; "Special Factors--Background and
Purpose of the Transaction"
6. Purposes of the Transaction and "Summary Term Sheet--Purposes of and Reasons for
Plans or Proposals the Transaction"; "Special Factors--Background and
Purpose of the Transaction, --Plans or Proposals
by the Partnership and --Plans or Proposals by the
Purchaser Following the Sale"; and "The Purchase
and Sale Agreement"
7. Purposes, Alternatives, Reasons "Summary Term Sheet"; "Special Factors--Background
and Effects and Purpose of the Transaction,
--Alternatives to the Transaction, --Purpose of the
Transaction -Fairness of the Transaction,
--Disadvantages and Risks Associated with the
Transaction,--Conflicts of Interest, -- Effects of
the Transaction, --Plans or Proposals by the
Partnership, --Plans or Proposals by the Purchaser
Following the Sale and --Material Federal Income Tax
Consequences"
ITEM NO. LOCATION IN PROXY STATEMENT
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8. Fairness of the Transaction "Special Factors --Fairness of the Transaction,
--Votes Required, --Conflicts of Interests,
--Independent Appraisal, --Availability of Report";
"Information About the Partnership, its General
Partners and Their Affiliates"
9. Reports, Opinions, Appraisals and "Special Factors--Independent Appraisal Negotiations
-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, Availability of
Report and --Compensation"
10. Source and Amounts of Funds or "Special Factors--Financing of the Purchase" Other
Consideration
11. Interest in Securities of the "Information About the Partnership, Its General
Subject Company partners and Their Affiliates--The General
Partners, --Ownership of Units"
12. The Solicitation or Recommendation "Special Factors--Fairness of the Transaction"
13. Financial Statements "Selected Financial Data" and "Financial Statements"
14. Persons/Assets, Retained, "The Special Meeting--Solicitation Procedures"; "Special
Employed, Compensated or Used Factors--Financing of the Purchase--Costs Associated with
the Sale"
15. Additional Information The Proxy Statement
16. Exhibits Separately filed with this Statement
ITEM 1. SUMMARY TERM SHEET
The information set forth under the caption "Summary Term Sheet" of 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 Limited Partnership - IV, 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) The information set forth under the caption "Information About
the Partnership, Its General Partners and their Affiliates --Ownership of Units"
of the Proxy Statement is incorporated herein by reference.
(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 "Information About the Partnership, Its General Partners and
their Affiliates" 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 under the caption "Information
Concerning the Purchaser and Its Affiliates" of the Proxy Statement is
incorporated herein by reference.
ITEM 3. INDENTITY AND BACKGROUND OF FILING PERSON.
(a) and (b) The information set forth under the caption "Information
About the Partnership, Its General Partners and their Affiliates -- The General
Partners" and "Information About the Purchaser and Its Affiliates-- The
Purchaser" of the Proxy Statement is incorporated herein by reference.
(c) and (d) During the last five years, none of the filing persons, nor
to the best of the knowledge of the filing persons, any affiliate of the filing
persons (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.
(e) Messrs. Douglas Krupp and George Krupp are both United States
citizens.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth under the caption "The Purchase and
Sale Agreement" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth under the captions "Summary Term
Sheet--Rights of Appraisal" and "The Special Meeting--Appraisal Rights" of the
Proxy Statement is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) 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 caption "Special
Factors--Background of the Merger; Purpose of the Transaction" is incorporated
herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) - (g) The information set forth under the captions "Summary Term
Sheet", "Special Factors--Background and Purpose of the Transaction, --Plans or
Proposals by the Partnership and --Plans or Proposals by the Purchaser Following
the Sale" and "The Purchase and Sale Agreement" 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 and Purpose of the Transaction,
- --Alternatives to the Transaction, --Purpose of the Transaction, -Fairness of
the Transaction, --Disadvantages and Risks Associated with the Transaction
- --Conflicts of Interest, --Effects of the Transaction, --Plans or Proposals by
the Partnership, --Plans or Proposals by the Purchaser Following the Sale and
- --Material Federal Income Tax Consequences" of the Proxy Statement is
incorporated herein by reference.
(d) The information set forth under the captions "Special Factors
- --Background and Purpose of the Transaction, --Determination of Merger
Price--Book Value, --Effects of the Transaction, --Plans or Proposals by the
Partnership, --Plans or Proposals by the Purchaser Following the Sale 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 Transaction" 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 Sale Proposal and/or preparing a report concerning the fairness of
the Sale Proposal.
(e) The general partners of the Partnership approved the Sale
Proposal. The information set forth under the captions "Special
Factors--Conflicts of Interest" and "Information About the Partnership, its
General Partners and Their Affiliates" of the Proxy Statement is incorporated
herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) and (b) The information set forth under the captions "Special
Factors--Independent 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 and --Compensation" of the
Proxy Statement is incorporated herein by reference.
(c) The information set forth under the caption "Special
Factors--Independent Appraisal--Availability of Report" of the Proxy Statement
is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) - (d) The information set forth under the caption "Special
Factors--Financing of the Purchase" of the Proxy Statement is incorporated
herein by reference.
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--The General
Partners, --Ownership of Units" of the Proxy Statement is incorporated herein by
reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(a) Not applicable
(b) The information set forth under the caption "Special
Factors--Fairness of the Transaction" of the Proxy Statement is incorporated
herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The information set forth under the captions "Selected
Financial Data" and "Financial Statements" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth under the caption "Unaudited Pro
Forma Financial Statements" of the Proxy Statement is incorporated herein by
reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) and (b) The information set forth under the captions "The Special
Meeting--Solicitation Procedures" and "Special Factors--Financing of the
Purchase--Costs Associated with the Sale" 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
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(a) Proxy Statement (together with letter to Unitholders
and notice of special meeting) filed by the
Partnership with the Securities and Exchange
Commission (the "Commission") on the date hereof and
incorporated herein by reference
(b) Not applicable
(c) Complete Appraisal of Real Property, dated as of July
20, 2001, prepared by Cushman & Wakefield of Texas,
Inc. and relating to the Walden Pond Apartments
(Exhibit C)
(d) Form of Purchase and Sale Agreement filed by the
Partnership with the Commission on the date hereof
and incorporated herein by reference from Appendix A
to the Proxy Statement
(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: August 8, 2001
KRUPP REALTY LIMITED PARTNERSHIP - IV
By: The Krupp Corporation,
a general partner
By: /s/ Wayne H. Zarozny
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Name: Wayne H. Zarozny
Title: Vice President
THE KRUPP COMPANY LIMITED PARTNERSHIP-II
By: The Krupp Corporation,
a general partner
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: Co-Chairman of the Board of
Directors
THE KRUPP CORPORATION
By: /s/ Douglas Krupp
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Name: Douglas Krupp
Title: Co-Chairman of the Board of
Directors
WALDEN PONDS LIMITED PARTNERSHIP
By: Walden Pond Texas, L.L.C.,
its general partner
By: /s/ Wayne H. Zarozny
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Name: Wayne H. Zarozny
Title: Vice President
/s/ Douglas Krupp
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Douglas Krupp
/s/ George Krupp
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George Krupp
WALDEN POND TEXAS, L.L.C.
By: WPT Limited Partnership,
its sole member
By: /s/ Wayne H. Zarozny
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Name: Wayne H. Zarozny
Title: Vice President
WPT LIMITED PARTHERSHIP
By: KRF GP Corporation,
its general partner
By: /s/ Wayne H. Zarozny
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Name: Wayne H. Zarozny
Title: Vice President
KRF GP CORPORATION
By: /s/ Wayne H. Zarozny
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Name: Wayne H. Zarozny
Title: Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a) Proxy Statement (together with letter to Unitholders
and notice of special meeting) filed by the
Partnership with the Securities and Exchange
Commission (the "Commission") on the date hereof and
incorporated herein by reference
(b) Not applicable
(c) Complete Appraisal of Real Property, dated as of July
20, 2001, prepared by Cushman & Wakefield of Texas,
Inc. and relating to the Walden Pond Apartments
(Exhibit C)
(d) Form of Purchase and Sale Agreement filed by the
Partnership with the Commission on the date hereof
and incorporated herein by reference from Appendix A
to the Proxy Statement
(e) Not applicable
(f) Not applicable