================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- 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) Amendment No. 2 --------------------------- Krupp Realty Fund, Ltd. - III (Name of Issuer) --------------------------- KRF3 Acquisition Company, L.L.C. KRF Company, L.L.C. The Krupp Family Limited Partnership - 94 (Name of Person(s) Filing Statement) --------------------------- Limited Partnership Units (Title of Class of Securities) --------------------------- 501128 10 2 (CUSIP Number of Class of Securities) --------------------------- 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) --------------------------- With copies to: James M. Dubin, 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. [ ] The filing of solicitation materials or an information statement subject to 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. [X] 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: [ ] --------------------------- CALCULATION OF FILING FEE Transaction Valuation: $13,750,000 Amount of filing fee: $2750.00 o Transaction valuation assumes the purchase of 25,000 units Krupp Realty Fund, Ltd. - III. at $550 in cash per Unit. 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 such transaction value. [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: $2750.00 Filing Parties: KRF3 Acquisition Company, L.L.C., KRF Company, L.L.C. and The Krupp Family Limited Partnership-94 Form or Registration No.: Schedule 14D-1 Date Filed: May 14, 1999 ================================================================================ This Amendment No. 2, dated May 28, 1999 (the "Amendment"), to the Rule 13E-3 Transaction Statement originally filed with the Securities and Exchange Commission on May 14, 1999 and amended by Amendment No. 1 thereto dated May 20, 1999, attaches additional solicitation materials sent to holders of Units (as defined below) ("Unitholders") in connection with the Offer. This Amendment and the Rule 13E-3 Transaction Statement originally filed with the Securities and Exchange Commission on May 14, 1999 and amended by Amendment No. 1 thereto dated May 20, 1999, relate to a tender offer by the Purchaser, to purchase any and all outstanding investor limited partnership interests (the "Units") of Krupp Realty Fund, Ltd. - III, a limited partnership organized under the laws of Massachusetts, for $550 per Unit, in cash, less the aggregate amount of distributions per Unit, if any made after May 14, 1999, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Supplement to the Offer to Purchase, each dated as of May 14, 1999, and in the related Agreement of Assignment and Transfer (which together constitute the "Offer"). 2 Item 17. Material to be Filed as Exhibits. Item 17 of the Rule 13E-3 Transaction Statement is hereby amended and supplemented by adding the following exhibits thereto: Exhibit No. Description - ----------- ----------- (d)(8) Solicitation material sent to certain Unitholders SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated as of: May 28, 1999 KRF3 Acquisition Company, 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 ----------------- Name: Douglas Krupp Title: General Partner KRF Company, L.L.C. By: The Krupp Family Limited Partnership - 94, its sole member By: /s/ Douglas Krupp ----------------- Name: Douglas Krupp Title: General Partner The Krupp Family Limited Partnership - 94 By: /s/ Douglas Krupp ----------------- Name: Douglas Krupp Title: General Partner EXHIBIT INDEX Exhibit No. Description (d)(8) Solicitation material sent to certain Unitholders