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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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KRUPP REALTY FUND, LTD. - III
(Name of Subject Company)
KRUPP REALTY FUND, LTD. - III
(Name of Person Filing Statement)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
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Laurence Gerber
The Krupp Corporation
470 Atlantic Avenue
Boston, Massachusetts 02210
(617) 423-2233
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person(s) filing Statement)
COPY TO:
Scott D. Spelfogel, Esq. James M. Dubin, Esq.
The Berkshire Group Paul, Weiss, Rifkind, Wharton & Garrison
470 Atlantic Avenue 1285 Avenue of the Americas
Boston, Massachusetts 02210 New York, New York 10019-6064
(617) 423-2233 (212) 373-3000
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
filed with the Securities and Exchange Commission (the "Commission") by Krupp
Realty Fund, Ltd. - III, a Massachusetts limited partnership (the
"Partnership"), on December 5, 1996, as amended by Amendment No. 1 filed with
the Commission on December 11, 1996, and relates to the tender offer made by
Krescent Partners L.L.C., a Delaware limited liability company, AP-GP Prom
Partners, Inc., a Delaware corporation, American Holdings I, L.P., a Delaware
limited partnership, American Holdings I-GP, Inc., a Delaware corporation, and
American Property Investors, Inc., a Delaware corporation (collectively, the
"Bidders"), disclosed in a Tender Offer Statement on Schedule 14D-1 originally
filed with the Commission on November 21, 1996, as amended by Amendments Nos. 1,
2, 3 and 4 thereto, to purchase up to 5,117 of the Partnership's issued and
outstanding Units of Investor Limited Partnership Interests (the "Units") at a
purchase price of $370 per Unit, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase dated November 21, 1996, as amended by Amendments
Nos. 1, 2, 3 and 4 thereto, and the related Letter of Transmittal. The purpose
of this Amendment No. 2 is to amend Item 9 of the Partnership's Schedule 14D-9,
as amended, as set forth below. Terms defined in the Schedule 14D-9, as amended,
are used in this Amendment No. 2 with the same meanings as provided in the
Schedule 14D-9, as amended.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9, as previously amended, is hereby
further amended by adding the following:
(a)(iv) Form of letter to Unit holders from the Partnership dated
January 14, 1997
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 14, 1997
KRUPP REALTY FUND, LTD. - III
By: The Krupp Corporation, a
general partner
By: s/Laurence Gerber
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Name: Laurence Gerber
Title: President
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EXHIBIT INDEX
A new Exhibit 9 is hereby added to the Exhibit Index, as follows:
Exhibit Description
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9. Form of letter to Unit holders from the
Partnership dated January 14, 1997
3