KRUPP REALTY LIMITED PARTNERSHIP - V
December 2, 1999
Dear Limited Partner:
ERP Operating Partnership, an Illinois limited partnership, (the
"Purchaser"), has made an unsolicited tender offer (the "ERP Offer") to purchase
23,584 units of limited partnership interest ("Units") of Krupp Realty Limited
Partnership - V (the "Partnership") for $675 per Unit, less the amount of any
distributions declared or made with respect to the Units between November 23,
1999 and January 12, 2000, or such other date to which such offer may be
extended. The Purchaser is not affiliated with the Partnership.
The Krupp Corporation (the "Corporate General Partner") has reviewed
and considered the ERP Offer, and believes that the Units have a value
substantially in excess of $675 and that the ERP Offer is inadequate and not in
the best interests of the Unit holders. Consequently, the Corporate General
Partner recommends that the holders of the Units REJECT the ERP Offer and not
tender their Units pursuant thereto. The Corporate General Partner's belief is
based in part on an August 1999 appraisal of the properties owned by the
Partnership which indicates a value per unit of approximately $864 after taking
into account the Partnership's liabilities and other assets as of September 30,
1999 and mortgage debt-related expenses.
This will advise you that the Partnership has also received an
acquisition proposal from KR5 Acquisition, L.L.C., ("KR5 Acquisition") a newly
formed company affiliated with the general partners of the Partnership, to
acquire Units for $864 per Unit in cash (the "KR5 Proposal"). The proposed
transaction would be structured as a merger of the Partnership into KR5
Acquisition, in which all outstanding partnership interests other than those
held by affiliates of the General Partner and certain current limited partners
of the Partnership who will be reinvesting their Units in KR5 Acquisition, would
be converted into the right receive the $864 per Unit merger price. Under the
terms of the KR5 Proposal, this amount will not be reduced by distributions
declared or made by the Partnership to holders of Units. The KR5 Proposal is
subject to certain conditions, including the approval of the proposed merger and
necessary amendments to the partnership agreement by the holders of a majority
of the Units. The KR5 Proposal is not subject to a financing condition. The
General Partners intend to cause the Partnership to distribute proxy materials
to holders of Units to seek approval of the merger proposed by KR5 Acquisition
and related amendments to the Partnership's agreement of limited partnership,
and presently anticipate that if all conditions to the KR5 Proposal are
satisfied, the merger would occur in the first quarter of 2000. However, there
is no assurance that the KR5 Proposal will be consummated or that it will not be
delayed.
Enclosed is a copy of the Partnership's Statement on Schedule 14D-9
which has been filed with the Securities and Exchange Commission and sets forth
the Partnership's response to the ERP Offer. You are advised to carefully read
the Schedule 14D-9.
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Please do not hesitate to call our Investor Communication
representatives at 1-800-255-7877 for assistance in any Partnership matter.
Sincerely yours,
/s/ Douglas S. Krupp
--------------------
Douglas S. Krupp
The Krupp Corporation,
a General Partner
This document does not constitute a solicitation of proxies or consents from
holders of Units. Any such solicitation that may be made by the Partnership will
be made only pursuant to separate materials complying with the requirements of
Section 14(a) of the Securities and Exchange Act of 1934, as amended, and the
rules and regulations thereunder.