Exhibit 6
KRUPP REALTY LIMITED PARTNERSHIP - V
December 21, 1999
Dear Limited Partner:
The Krupp Corporation (the "Corporate General Partner") has reviewed
two new offers for all of the limited partnership interest ("Units") of Krupp
Realty Limited Partnership - V (the "Partnership"). On December 15, 1999, ERP
Operating Partnership, an Illinois limited partnership ("ERP"), made a second
unsolicited tender offer to purchase all Partnership Units for $875 per Unit in
cash, less the amount of any distributions made or declared between November 23,
1999 and January 21, 2000 (the "Second ERP Offer"). In response to the Second
ERP Offer, KR5 Acquisition L.L.C., an affiliate of the Corporate General
Partner, also made a second acquisition proposal to acquire all of the
outstanding Units for $1,000 per Unit in cash (the "Second KR5 Proposal"). The
Second KR5 Proposal would not be reduced by the $20 Partnership distribution
payment expected to be made in February 2000.
The Corporate General Partner recommends that the holders of the Units
REJECT the Second ERP Offer of $875 and not tender their Units. The Corporate
General Partner's recommendation is based on the fact that KR5 Proposal, if
consummated, would net each investor $165 more per Unit than the Second ERP
Offer. That is, Unit holders would receive $1,000 under the Second KR5 Proposal
plus the $20 per Unit February 2000 Partnership distribution, for a total of
$1,020, compared with $855 under the Second ERP Offer as a result of the
deduction from such offer of the $20 per Unit Partnership distribution in
accordance with the terms of such offer. Because the record date for the
distribution is February 1, 2000, ERP will retain the $20 per Unit distribution,
assuming the expiration of the Second ERP Offer on January 21, 2000.
Although it is not entirely clear to the Corporate General Partner,
because of the $40 per Unit Partnership distribution declared by the Partnership
in December 1999, $20 of which would be paid in February 2000 and $20 of which
would be paid in August 2000, the net offer price to Unit holders under the
Second ERP Offer could be as low as $835.
Although the Second KR5 Proposal is subject to certain conditions,
including the approval of the proposed merger and necessary amendments to the
Partnership's partnership agreement by the holders of a majority of the Units,
and is not expected to occur until the first quarter of next year due to the
proxy filing requirements and necessity of the unitholder vote, the Corporate
General Partner believes that the price differential between the two proposals
is large enough to compel the rejection of the Second ERP Offer.
For some Unitholders, the need to liquidate their investment in the
Partnership as soon as possible and for more certainty of consummation may
justify electing to receive the 19.3% discount represented by the Second ERP
Offer in comparison to the
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Second KR5 Proposal. For other Unitholders, however, these factors do not
outweigh the benefits of receiving a higher price for their Units.
Enclosed is a copy of the Partnership's amended Statement on Schedule
14D-9 which has been filed with the Securities and Exchange Commission and sets
forth the Partnership's response to the Second ERP Offer. You are advised to
carefully read the amended Statement on Schedule 14D-9.
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
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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.