As Filed with the Securities and Exchange Commission on November 14, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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)
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KRUPP REALTY LIMITED PARTNERSHIP - IV
(Name of Issuer)
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KRUPP REALTY LIMITED PARTNERSHIP - IV
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: [_]
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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 submitted to holders of investor limited partnership
units ("Units") of the Partnership. KCLP and Krupp Corp, each a general partner
of the Partnership, submitted 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").
ITEM 15. ADDITIONAL INFORMATION.
Item 15 is hereby amended and supplemented as follows:
At a special meeting of investor limited partnership unitholders of the
Partnership held on November 12, 2001, the unitholders approved the sale of
Walden Pond Apartments to Walden Pond Limited Partnership, an affiliate of the
general partners of the Partnership, and approved an amendment to the
Partnership's partnership agreement to permit the sale. On November 14, 2001,
such sale was consummated pursuant to the Purchase and Sale Agreement, dated as
of November 12, 2001, by and between the Partnership and Walden Pond Limited
Partnership, and the amendment to the Partnership's partnership agreement to
permit the sale was executed.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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(d) Purchase and Sale Agreement dated as of November 12, 2001 by
and between Krupp Realty Limited Partnership - IV and Walden
Pond Limited Partnership.
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: November 14, 2001
KRUPP REALTY LIMITED PARTNERSHIP - IV
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 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/ Douglas Krupp
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Name: Douglas Krupp
Title: Co-Chairman of the Board of
Directors
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 PARTNERSHIP
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
/s/ Douglas Krupp
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DOUGLAS KRUPP
/s/ George Krupp
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GEORGE KRUPP
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(d) Purchase and Sale Agreement dated as of November 12, 2001 by
and between Krupp Realty Limited Partnership - IV and Walden
Pond Limited Partnership.